The company aims for further elevation of the transparency and fairness of the management and works toward the enrichment of corporate governance for maximizing our corporate value by fairly and swiftly disclosing information useful for understanding the situation of our management and business and promoting dialogue with the market.
Corporate governance system
We select independent outside directors and independent outside auditors and establish Nomination and Compensation Committee composed primarily of these independent officers under the Board of Directors, which summarize opinions on the nomination of director and auditor candidates advised by directors and discussion regarding compensation following a debate and reports them to the Board of Directors. Establishing and operating such kind of Nomination and Compensation Committee contributes to the reinforcement of independency, objectivity and accountability of the functions of the Board of Directors concerning the nomination and compensation of directors.
At the same time, we thoroughly educate our employees to elevate their awareness of compliance and are making comprehensive efforts to tighten corporate governance.
Evaluation of the Board of Directors' effectiveness
We outsource a questionnaire survey targeted at all directors and auditors to an external institution in order to evaluate the overall effectiveness of the Board of Directors. It was reported to us in the survey conducted in February 2022 that the majority of directors feel that the Board of Directors is highly effective. Proceedings and Board of Directors materials have been improved since the last survey (2019) and we were recognized for carrying out appropriate proceedings. On the other hand, further enrichment of initiatives regarding sustainability challenges was sought. We have formed a responsible institution for the broad variety of challenges pertaining to sustainability and are working toward the reinforcement of the initiatives. We explain and report relevant information to the Board of Directors and are striving to enrich the Board of Directors’ discussion. We are progressing with the elevation of the Board of Directors' effectiveness through such initiatives.
Approach to the protection of minority shareholders
With regard to transactions with Dai Nippon Printing Co., Ltd., our parent company, we decide fair and appropriate transaction terms based on a rational judgement, in the same way as those for other trade partners, and strive not to sacrifice the profit of minority shareholders. Before the transaction with our parent company, we take measures to avoid any omissions through the method of individually discussing and considering the transaction terms at a meeting of full-time directors and in-house concerned persons. In addition, we report the contents of important transactions with our parent company to the Board of Directors.
Information Security Policy, etc.
By reliably managing information security, we shall earn greater satisfaction and trust of our customers and further ensure the continuance of our services. The risks related to information security are managed by the Security Committee, etc., while in regard to risks concerning the protection of personal information, we have set up a Secretariat for Promoting the Protection of Personal Information overseen by the Manager of the Protection of Personal Information, etc., striving to appropriately manage and handle information.
All risks are reported to the Risk Management Committee and the Risk Management Committee evaluates the comprehensiveness and validity of the risks reported by all organizational bodies and the measures for improvement, and engages in guidance and supervision when necessary.
No inappropriate handling or the like occurred this fiscal year.