Intelligent Wave Inc.

We recognize that the fundamental principle of corporate governance is to ensures transparency and fairness for all stakeholders, including shareholders and to establish a management framework that enables prompt and resolute decision-making. We are striving to enhance corporate governance to maximize corporate value and build relationships of trust with our stakeholders.

View Corporate Governance Report (PDF) (available only in Japanese)  

Corporate Governance System

We have established a corporate governance system consisting of the Board of Directors and the Audit & Supervisory Board. We have appointed six independent, outside Directors and independent, outside Auditors. Attendance of these independent officers at meetings of the Board of Directors enables us to make management decisions under objective and neutral oversight.

To ensure management transparency and fairness, we have established the Nomination and Compensation Committee and the Special Committee, each of which consists mainly of independent officers. The chairs of both committees are independent, outside officers.
The Nomination and Compensation Committee deliberates on the nomination of candidates for Director and Auditor referred by the Board of Directors and on matters related to compensation, and reports its recommendations to the Board. 
The Special Committee reviews and examines material transactions and other matters in which there is a conflict of interest between our parent company, Dai Nippon Printing Co., Ltd., and minority shareholders.

Approach to Protection of Minority Shareholders

In transactions with our parent company, Dai Nippon Printing Co., Ltd., we determine fair and appropriate terms based on rational judgment, just as we do with any other business partner, and we strive to ensure that the interests of minority shareholders are not adversely affected. In addition, before conducting any transaction with the parent company that exceeds a certain amount, we ensure that the terms of the transaction are appropriate through the review and examination of individual terms by a council consisting of the full-time Directors and relevant internal members.

Internal Controls

In accordance with the Companies Act and the Ordinance for Enforcement of the Companies Act, our Board of Directors has adopted the following "Basic Policy for the Establishment of Internal Control Systems" as a basic policy for systems to ensure operations of the company and our group companies are conducted appropriately.

View Basic Policy on Establishment of Internal Control Systems (PDF) (available only in Japanese)
View Internal Control Report (PDF) (available only in Japanese)