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Corporate Governance / Corporate Activities Deserving Stakeholder Trust

Strengthening corporate governance

Strengthening corporate governance

Basic Approach to Corporate Governance

In order to fulfill the expectations and trust of its many stakeholders, including shareholders, customers, local society and employees, based on “The Denka Value” (corporate philosophy), which serves as the cornerstone for all the corporate activities undertaken by the Denka Group, the Company strives to strengthen its business foundation by improving its earnings power and expanding the scope of operations while also working to improve corporate value by making every effort to continue being a company that can win the trust and support of society.
The Company considers corporate governance to be the bedrock on which the above rests, and so we have striven to strengthen governance, in order to fulfill the responsibilities we owe to all our stakeholders and ensure the transparency and soundness of our management.

Initiatives Being Undertaken Thus Far to Improve Corporate Governance
  Purposes Initiatives
2007 Speed up decision making Halved the number of directors
Introduced an executive officer system
2008 Ensure that all directors who supervise and monitor business execution engage with their peers on equal footing at Board of Directors meetings Abolished senior managing and managing director positions
Secure clear functional separation between those charged with business execution and those charged with monitoring and supervision Delegated executive authorities and positions from directors to executive officers
Flexibly assess the adequacy of each director Shortened the term of office for directors to one year
Ensure stringent supervision of the Company’s operations by incorporating external perspectives Appointed two outside directors, securing a total of four external individuals, including the mandatory two outside Audit & Supervisory Board members, for overseeing Denka’s management
Provide robust opportunities to interact with each other outside Board of Directors meetings to develop a structure enabling directors to contribute meaningful insights Made it a rule to hold periodic meetings in which outside directors exchange opinions with top management
Improve authorization process to realize faster decision making by facilitating in-depth discussion focused on important management matters Established the Management Committee, consisting of in-house directors and in-house members of the Audit & Supervisory Board as well as some executive officers
2015 Enhance the governance structure to improve management transparency and soundness Increased the number of outside directors from two to three while decreasing the prescribed number of overall directors by two
Create opportunities for in-house and outside directors and in-house and outside members of the Audit & Supervisory Board to engage in constructive discussion, help them freely exchange frank opinions and facilitate information sharing and closer collaboration Decided to hold monthly exchange meetings for all directors and Audit & Supervisory Board members, stepping up the previous practice of holding biannual exchange meetings for these individuals
Optimize corporate governance aimed at securing sustainable growth and a medium- to long-term improvement in corporate value Established the Denka Corporate Governance Guidelines
Facilitate the understanding of Denka’s operations and invigorate discussion at Board of Directors meetings Enhanced the content of prior briefings on individual agenda items requiring closer explanation for outside directors and outside Audit & Supervisory Board members
Help outside directors and outside Audit & Supervisory Board members exchange their insights and share their understanding of the status of Denka’s operations Decided to hold the Outside Director Liaison Meetings on a quarterly basis
2016 Facilitate the understanding of Denka’s short-, medium- and long-term policies on business operations and R&D Decided to hold the biannual Strategy and R&D Policy Presentation Meetings for outside directors and outside Audit & Supervisory Board members
Help the Board of Directors ensure robust auditing of and supervision over business operations being executed by executive officers Clarified the content of meeting handouts on agenda items and reporting materials distributed at Board of Directors meetings
Enhance the effectiveness of the Board of Directors Instituted the annual evaluation of the Board of Directors’ operations to assess their effectiveness with the involvement of all directors and all Audit & Supervisory Board members while making it a rule to disclose its findings via the Corporate Governance Report
2017 Ensure that outside directors and outside Audit & Supervisory Board members contribute diverse opinions and advice to the Board of Directors with regard to such governance issues as director nomination and remuneration as well as other important management matters, with the aim of securing the fairness and objectivity of management judgment Established the Management Advisory Committee attended by all outside directors, all outside Audit & Supervisory Board members, the Chairman and the President & CEO
  Monthly exchange meetings for all directors and Audit & Supervisory Board members were formally named the D&A Round Table meetings
2019 Appoint directors with concurrent membership in the Audit Committee to speed up decision making while strengthening the Board of Directors’ supervisory functions, with the aim of improving corporate governance and achieving growth in corporate value Transitioned from a Company with an Audit & Supervisory Board to a Company with an Audit Committee
  The Management Advisory Committee was renamed the Nomination and Remuneration Advisory Committee
デンカ株式会社, デンカ株式会社 IR室
Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Strengthening corporate governance
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Strengthening corporate governance

Basic Approach to Corporate Governance In order to fulfill the expec...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
BCP
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BCP (business continuity plan)

Our basic BCP policies are as follows: Even in the event of a crisi...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Internal Control System
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Internal Control System

The Internal Auditing Dept., as an independent organization responsible f...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Board of Directors
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Board of Directors

Evaluation of the Effectiveness of the Board of Directors (1) Method o...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Directors
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Directors

Shinsuke Yoshitaka Chairman(Born February 1,...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Outside Directoers
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A Message from an Outside Director

Denka’s Strength in Governance, Backed by ...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Outside Directoers
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Independence standards for Outside Directors

Independence standards for Outside Directors The independence standard...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Compliance
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Compliance

Compliance is essential for sustainable growth. We accordingly adhere to ...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Risk Management
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Risk Management

An essential part of corporate governance is understanding the diverse an...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Compliance Hotline System
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Compliance Hotline System

Aiming to create a more robust system capable of accepting and properly h...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
System to Review Contractual Legal Matters
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System to Review Contractual Legal Matters

In order for Denka Group to conduct fair and equitable transactions with ...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Our Stance against Corruption and Money Laundering
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Our Stance against Corruption and Money Laundering

The Denka Group Ethics Policy prohibits employees from engaging in briber...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Security Export Control
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Security Export Control

Regarding security export control that prohibits the export of products a...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Prevention of Insider Trading
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Prevention of Insider Trading

In recent years, information leaks and insider trading by company personn...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Information Protection and Management
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Information Protection and Management

(1) Information Protection and Management The compliance of informatio...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Information Protection and Management
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Online Information Management

We ensure management transparency by disclosing corporate information in a ...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Protection of Intellectual Property Rights
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Protection of Intellectual Property Rights

Under the new management plan “Denka Value-Up,” we are focusing on global...