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Corporate Governance / Corporate Activities Deserving Stakeholder Trust

Outside Directoers

Updated in October 2022

Message from Outside Directors

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Expectations for governance reform and the role of an outside director
  • Recent years have seen an increase in expectations for robust corporate governance and this has brought an increased focus on the role of outside directors. The Board of Directors is a body responsible for monitoring the execution of business operations, but it is also important to thoroughly discuss medium- to long-term business strategies with a view to sustainable growth, rather than simply assuming the function of monitoring and supervision. Outside directors are also expected to play a role in discussions and provide appropriate advice at Board of Directors meetings based on this perspective. Moreover, given the rapid changes in the environment facing businesses today, it is important to be constantly aware of where Denka aims to be in the future and to be able to approach and make decisions on each individual project with flexibility and agility. If these perspectives are overlooked in the execution of business operations, I believe it is the role of an outside director to point this out and take the necessary corrective measures. From a medium- to long-term perspective, I recognize that the Board of Directors is also required to discuss management strategies, including topics like what issues should be addressed by the current management team. Based on this perspective, I feel that one important topic facing Denka is the recruitment and development of human resources, and I would like to devote my time to discussing and providing appropriate advice on this issue.
    As a member of the Audit Committee, I am focusing on monitoring the maintenance and management of internal control systems, including those of affiliated subsidiaries, from the perspective of so-called defensive governance and compliance.
    I take the expectations of my role as an outside director seriously and will make every effort as a member of Denka while also maintaining a sense of distance and independence.

  • Miyuki Matoba Outside Director (Audit Committee Member)Miyuki Matoba
    Outside Director
    (Audit Committee Member)

Creating an open corporate culture and an organization that is risk-sensitive
  • Yoshiyuki Fukuda Outside DirectorYoshiyuki Fukuda
    Outside Director

  • I have worked in the finance sector for 42 years since graduating from university. Over this time, I have faced and worked diligently to address a variety of risks. Faced with such risks as the collapse of the bubble economy in Japan, the disposal of nonperforming loans, excessive entertaining of public servants, the merger of three banks, system failures, the bankruptcy of Lehman Brothers, the Fukushima nuclear power plant disaster and the COVID-19 pandemic, I have become keenly aware of two things: the need to promptly escalate bad information to management and act swiftly, and never to conceal information regardless of how bad it is. I have been monitoring the management of Denka for a year now, and I believe they perform exceptionally well in both these areas.
    The Denka Value-up management plan, which will come to an end in 2022 has achieved positive results. I admire the corporate culture nurtured at Denka, a company with a history spanning over 100 years not to become complacent with the status quo, but to constantly look to evolve through the development and manufacture of high-value added products. However, global circumstances are now more turbulent than we could ever have imagined and the potential for risk is becoming increasingly complex and diverse. Amidst such an environment, we must formulate and implement a new management plan starting in 2023. In order to do so it is essential for us to adapt and adopt new approaches to management and to have ability to effectively execute them. As we come to face a variety of new risks in the current and future business environment, risk management will become increasingly more important.
    In my role as outside director, I hope to impart my experience and information network and maintain an appropriate distance and objective approach to the corporate management team while focusing my attention on effective risk management.

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
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The Denka Group’s Internal Control

Our Philosophy and Principles We have established priority management ...

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 Method of Ev...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Directors
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Directors

Chairman and Representative Director Manabu Yamamo...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Outside Directoers
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Message from Outside Directors

Expectations for governance reform and the role of an outside director ...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Compliance Basic Policy
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Compliance Basic Policy

We consider compliance not only to comply with laws and regulations, the ...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Compliance Basic Policy
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Denka Group Code of Ethics

The "Denka Group Code of Ethics" establishes the code of conduct that off...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Compliance Basic Policy
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Utilization of the Legal Hazard Map for the Strengthening of Compliance Structure

Having identified more than dozen legal fields closely associated with th...

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

Basic Approach to Risk Management The Denka Group believes that accura...

Corporate Governance / Corporate Activities Deserving Stakeholder Trust
Compliance Hotline System
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Global Whistleblowing Sysytem compliant with Consumer Affairs Agency guidelines, Dneka Global Helpline

Based on guidelines formulated by the Consumer Affairs Agency, in additio...

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Response to Human Rights Violation Risk
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Response to Human Rights Violation Risk

We have been encouraging the “maintenance of favorable human relationship...

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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 ...

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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

Strengthening Groupwide ICT Governance In line with the Denka Value-Up...

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...