SustainabilityⅡ. Strengthening the foundation for providing valueEvolve toward corporate governance that supports sustainable improvement of corporate value
Related SDGs
Themes
- 23.Improve transparency and effectiveness of management
- 24.Implement thorough compliance, internal controls, and anticorruption measures
- 25.Strengthen risk management further
KPIs and Results
*Scroll horizontally to see more.
| KPIs | Target year | Target figures | Fiscal 2022 results | Fiscal 2023 results | ||||
|---|---|---|---|---|---|---|---|---|
| Rate of participation in compliance training Scope Rate of participation in compliance training Scope *Scroll horizontally to see more.
|
Every fiscal year | 100% | 98% | 99% | ||||
| Implementation of theme-based internal audits Scope Implementation of theme-based internal audits Scope *Scroll horizontally to see more.
|
— | — | Conducted audits regarding the Groups compliance system and expense management and the development of internal controls at Group companies | Audits were conducted on the storage of important real estate documents, compliance with the Subcontract Act within the MOL Group, and the system management and storage of crucial real estate documents at our Vietnamese subsidiary. | ||||
| Regular holding of Risk Management Meeting and Group compliance liaison meetings Scope Regular holding of Risk Management Meeting and Group compliance liaison meetings Scope *Scroll horizontally to see more.
|
Every fiscal year | Four or more meetings per fiscal year | Held two meetings of the Risk Management Meeting and two Group compliance liaison meetings | Held two meetings of the Risk Management Meeting and two Group compliance liaison meetings |
Basic Approach to Corporate Governance
Under the corporate principles of "Constructing buildings, creating towns, pioneering the new era," and with a view toward enhancing corporate value over the long term through sustainable and stable growth, Daibiru believes that fair, transparent, prompt, and bold decision-making is crucial to corporate governance. As such, the Company has updated its Basic Policy for Corporate Governance, even after delisting in April 2022, and works to achieve its vision accordingly.
Overview of the Corporate Governance Framework
The Board of Directors
The Board of Directors meets once a month, in principle, holding extraordinary meetings as required, and decides basic policies for overall management of the Company while supervising the execution of duties of directors.
The Board of Directors also deliberates and decides on matters pursuant to laws and regulations and the Articles of Incorporation that require resolution by the Board, as well as important management matters.
In particular, the Board of Directors deliberates and makes decisions on projects and actions when they exceed the set budgetary amount. Said projects and actions may pertain to real estate development, the acquisition and disposal of assets (including noncurrent assets and stock), the procurement of long-term funds, and loans and guarantees. Deliberations and decisions in this regard are made according to the nature of the risk involved.
Governance Advisory Committee
The Company continues to utilize the Governance Advisory Committee as a voluntary advisory body to the Board of Directors, despite delisting. The committee advises the Board of Directors on matters related to the appointment and dismissal of directors and executive officers and the determination of compensation and other remuneration for directors and executive officers.
The committee makes its recommendations after deliberations based on the Company's corporate principles, its medium- to long-term management plan, and the characteristics of the Company's business.
Executive Committee
The Executive Committee has been established to conduct deliberations and decide important matters related to fundamental management plans and business execution in line with the basic policies for overall management set out by the Board of Directors.
In principle, important matters to be submitted to the Board of Directors are submitted to the Executive Committee for advance deliberation. The committee meets three times a month as a general rule and comprises the president chief executive officer, executive vice president, senior managing executive officer, and managing executive officers.
In addition, various committees have been set up under the Executive Committee to consult on necessary matters.
Corporate Governance System
Qualifications of Directors, Audit & Supervisory Board Members, and Executive Officers and Procedures for the Appointment and Dismissal Thereof
Candidates for appointment to director, Audit & Supervisory Board member, and executive officer positions are nominated for showing excellent personality, insight, and ability; an abundance of experience; and high ethical standards.
The Board of Directors is to be of an appropriate scale, and in possession of knowledge, experience, and ability that are both diverse and well-balanced as a whole to ensure that the Board can efficiently fulfill its roles and duties.Directors and Audit & Supervisory Board members are appointed and dismissed by resolution at the Shareholders' Meeting and executive officers are elected by resolution of the Board of Directors.
Candidates for director and executive officer positions are proposed by the president chief executive officer, and the Board of Directors discusses and decides said candidates after consulting with the Governance Advisory Committee.
The chairperson of the Board proposes candidates for the Audit & Supervisory Board members, and the Board of Directors discusses and decides said candidates after consulting with the Governance Advisory Committee and after receiving approval from the Audit & Supervisory Board members.
Compliance
The Group Code of Conduct states that "with legal and regulatory compliance as a given, the Daibiru Group conducts itself with integrity as a member of society, acting in accordance with social norms and corporate ethics." In addition, the Company has stipulated a code of conduct for directors, executive officers, and employees within its Compliance Regulations and strives for adherence to this code.
Specifically, we have established a Compliance Committee that formulates and implements basic compliance policies and deliberates on measures to prevent recurrence of compliance violations as well as corrective measures. In addition, the Company has established and operates internal and external contact points independent of the Company to receive compliance-related reports and consultations.
To ensure compliance at subsidiaries, compliance matters are reported to the Company in accordance
with the rules established by each subsidiary (which follow the Company's Compliance Regulations). Furthermore, Group compliance liaison meetings are held regularly to ensure thorough compliance throughout the Group.
Risk Management
The Executive Committee acts as the body responsible for risk management and therefore has duties
that include developing the Company's risk management system and formulating and monitoring risk management policies and measures, all of which are based on the Risk Management Regulations.
The Company has also established the Risk Management Meeting under the Executive Committee to share and discuss major Companywide risks as well as risk management-related initiatives and issues in each department that need to be addressed, in addition to facilitating more effective risk management.
Moreover, important investment projects are thoroughly examined by relevant departments and offices, and risks are identified, analyzed, and evaluated by the Corporate Planning Department before being submitted to the Executive Committee for discussion.
Major Companywide Risks Identified at the Risk Management Meeting
- 1.Continued operation of emergency response rules
- 2.Responses to human risks
- 3.Reinforcement of Group company management
Risk Management Plan-Do-Check-Act (PDCA) Cycle
Group Company Management
The Corporate Planning Department is responsible for overseeing domestic Group companies, and the Overseas Business Department is responsible for the management of overseas Group companies. In accordance with Daibiru's Group Company Management Regulations, each of the aforementioned departments receive reports from Group companies within their jurisdiction in a timely manner in order to gain a suitable understanding of business conditions and risks. For important business matters, these Group companies are required to receive approval from the Company before taking action.
