It is a top of the page.
Upholding Founder Seiichi Suzuki's philosophy of Prayerful Management, we have forged onward with each of our business operations for the purpose of sowing the seeds of joy for people and communities. Our interpretation of corporate governance is for all of our employees to fully incorporate his earnest wish, as reflected in his philosophy, in our everyday activities.
Duskin positions the strengthening of corporate governance as one of its highest management priorities to build a stronger relationship with various stakeholders, increase corporate value over the medium to long term, and achieve sustainable growth. Therein, Duskin is further bolstering its structure, organization and systems to ensure highly transparent and sound management. Duskin also places compliance at the center of all corporate activities to continuously improve its corporate value.
Management PhilosophyDuskin ensures the implementation of all of the principles contained in the Corporate Governance Code. For additional information, please refer to our Corporate Governance Report.
We are strengthening corporate governance, as we believe it to be one of the most important issues for business management. In 2017 we created a Directors Evaluation Committee and introduced an Operating Officer System in 2018. In 2019, we changed the Directors Evaluation Committee to consist of only independent Directors and to function as an advisory body to the Board of Directors. In 2022, we also increased the number of female Outside Directors by one to three. Taking into account amendments to laws and changing society, We will continue to work toward further improvements in corporate governance.
1 | Ratio of Outside Directors on the Board of Directors 33% |
|
---|---|---|
2 | Ratio of women on the Board of Directors 33% |
|
3 | Board of Directors attendance rate 100% |
|
4 | Establishment of a Directors Evaluation Committee |
|
5 | Building a structure that allows Board members to comprehensively deliberate on important matters |
|
2003 | Quality Assurance Committee (now Sustainability Committee) established |
---|---|
Compliance Promotion Committee (now Compliance Committee) established | |
2006 | Management Philosophy included in the Articles of Incorporation |
A basic policy for the Internal Control System established | |
Risk Management Committee established | |
Duskin stock listed on the first section of Tokyo Stock Exchange and Osaka Securities Exchange* * The cash equity markets of Tokyo Stock Exchange and Osaka Securities Exchange were integrated on July 16, 2013. |
|
2007 | The Directors' retirement benefit program terminated |
2008 | The number of Outside Audit and Supervisory Board Members increased from two to three |
2013 | Starts participating in Electronic Voting Platform |
2014 | The number of Outside Directors increased from one to two |
2015 | Outside Directors and Audit and Supervisory Board Members Council established |
The number of Outside Directors increased from two to three | |
Posting of shareholders' meeting notice on the web (earlier than distributing printed version) started | |
2016 | Analysis and evaluation of the effectiveness of the Board of Directors started |
2017 | A share-based remuneration-type stock option program established |
Directors Evaluation and Nomination System introduced | |
Directors Evaluation Committee established | |
2018 | Operating Officer System introduced |
The number of Directors decreased from not more than 15 to not more than 12 | |
Independent Outside Directors account for at least one third of all Directors | |
2019 | Advisory body function of the Directors Evaluation Committee switched to the Board of Directors instead of to the President |
2020 | Succession Plan to train and develop next-generation management launched |
Operations restructured into groups; COO and CFO designated | |
2021 | Share-based remuneration-type stock options replaced with a restricted stock remuneration plan |
Hybrid virtual shareholders' meeting (a meeting in which online participants do not have voting rights) held | |
2022 | Three female independent Outside Directors appointed |
Moved from the first section of the Tokyo Stock Exchange to its Prime Market | |
2023 | Disclosed information on our initiatives to realize business management that takes into account the capital cost and stock price. |
Duskin corporate governance uses an audit and supervisory board system. Furthermore, Duskin has introduced an Operating Officers System with the goal of strengthening the decision-making and supervisory function of the Board of Directors and as a means to accelerate the performance of operations. To ensure the system's effectiveness, we maintain a Directors Evaluation and Nomination System. And to ensure objectivity and transparency pertaining to decisions on remuneration for each Director, we maintain a Directors Evaluation Committee as an advisory body to the Board of Directors. At the Board of Directors, Directors, who typically serve concurrently as Operating Officers, monitor and supervise the performance of other Directors. The Audit and Supervisory Board consists of independent outside Audit and Supervisory Board Members capable of objectively conducting audits and internal full-time Audit and Supervisory Board Members, who are well acquainted with our business operations and have skills needed to gather information. Under this system, the Audit and Supervisory Board members, internal and outside, perform accurate audits. We consider this structure highly effective as it supports customer-oriented management while ensuring sound and efficient business operations. This system also enables us to swiftly and precisely respond to changes in the business environment.
In order to maintain business health, efficiency, and effectiveness and to ensure the balance required to make successful high-level business judgments across a wide array of business domains, Duskin appoints up to 12 Directors, considering diversity in areas including capabilities, experience, career histories, and gender. With this foundation, the Board of Directors is able to fulfill its function of making important decisions and supervising business execution, and is equipped with a system that can respond quickly and accurately to changes in the business environment.
Name | Title | Tenure | Nationality | Age | Corporate Management | Sustainability | Corporate Governance | Finance and Accounting | Sales and Marketing | IT and Digital Transformation | Global Expansion | Franchise Operation |
---|---|---|---|---|---|---|---|---|---|---|---|---|
![]() Okubo |
Representative Director, President and CEO | 4 | Japan | 61 | ○ | ○ | ○ | ○ | ○ | ○ | ||
![]() Sumimoto |
Director and COO | 10 | Japan | 63 | ○ | ○ | ○ | ○ | ○ | |||
![]() Wada |
Director and COO | 4 | Japan | 61 | ○ | ○ | ○ | ○ | ○ | |||
![]() Miyata |
Director and CFO | 4 | Japan | 60 | ○ | ○ | ○ | ○ | ○ | |||
![]() Ueno |
Director and Operating Officer | 2 | Japan | 60 | ○ | ○ | ○ | ○ | ○ | |||
![]() Emura |
Director and Operating Officer | - | Japan | 52 | ○ | ○ | ○ | ○ | ○ | |||
![]() Tsujimoto |
Outside Director | 4 | Japan | 60 | ○ | ○ | ○ | ○ | ||||
![]() Musashi |
Outside Director | 2 | Japan | 64 | ○ | ○ | ○ | ○ | ||||
![]() Nakagawa |
Outside Director | - | Japan | 55 | ○ | ○ | ○ | |||||
![]() Naito |
Audit and Supervisory Board Member | 4 | Japan | 62 | ○ | ○ | ○ | ○ | ||||
![]() Tsukamoto |
Audit and Supervisory Board Member | - | Japan | 60 | ○ | ○ | ||||||
![]() Saruki |
Outside Audit and Supervisory Board Member | 2 | Japan | 48 | ○ | ○ | ||||||
![]() Sakamoto |
Outside Audit and Supervisory Board Member | - | Japan | 63 | ○ | ○ | ○ | |||||
![]() Yamamoto |
Outside Audit and Supervisory Board Member | - | Japan | 49 | ○ | ○ | ○ |
Skills | Requirements (skill summary) |
---|---|
Corporate Management | Ability to allocate business resources effectively based on human resource skills and sow the seeds of joy for people and society, in order to achieve sustained growth and raise corporate value over the medium to long term while striving to co-exist and co-prosper with the environment and local communities |
Sustainability | Ability to help raise corporate value and achieve a sustainable society while sowing the seeds of joy for people and society and striving to co-exist and co-prosper with the environment and local communities, based on our franchise business system |
Corporate Governance | Ability to build and enhance a corporate governance structure that is trusted by all stakeholders, based on skills such as risk management skills and legal and compliance skills to accurately identify risks and their impact in a fast-changing business environment and to implement proactive measures to prevent crises and minimize losses during emergencies |
Finance and Accounting | Accounting and strategic financial skills that come with well-founded knowledge and experience required for strategic financial planning to forge a solid financial foundation, invest in growth and enhance shareholder returns |
Sales and Marketing | Strategic marketing skills, including those for developing and manufacturing (production) of products and services, required for our franchising businesses |
IT and Digital Transformation | Ability to drive corporate reform across Duskin's products, services and business models, as well as the corporate culture and climate, by using data and digital technologies: this is a skill required nowadays with digitalization on the rise as lifestyles change |
Global Expansion | Ability required for capturing new growth opportunities not only in the domestic market affected by aging and a declining birthrate, but also with an eye toward entering emerging overseas markets following their growing populations |
Franchise Operation | Ability to lead operations as a franchisor, including organizational development: this is a skill especially required by Duskin — a pioneer for franchising in Japan and currently a franchisor for almost all of its businesses |
Name | Title | Attendance in FY2023 |
Sustainability Committee |
Compliance Committee |
Outside Directors and Audit & Supervisory Board Members Council |
Directors Evaluation Committee |
Risk Management Committee |
---|---|---|---|---|---|---|---|
Hiroyuki Okubo | Representative Director, President and CEO | ■17/17 | ○ | ||||
Kazushi Sumimoto | Board Director and COO | ■17/17 | ○ | ||||
Tetsuya Wada | Board Director and COO | ■17/17 | ○ | ○ | |||
Naoto Miyata | Board Director and CFO | ■17/17 | ○ | ||||
Shinichiro Ueno | Board Director and Operating Officer | ■17/17 | ○ | ○ | |||
Keiichi Emura | Board Director and Operating Officer | Newly appointed | ★ | ||||
Yukiko Tsujimoto | Outside Director | ■17/17 | ○ | ★ | ★ | ||
Fumi Musashi | Outside Director | ■17/17 | ○ | ○ | ○ | ○ | |
Rie Nakagawa | Outside Director | Newly appointed | △ | ○ | ○ | ||
Hideyuki Naito | Audit and Supervisory Board Member | ■17/17 ●13/13 |
△ | ||||
Koji Tsukamoto | Audit and Supervisory Board Member | Newly appointed | △ | △ | |||
Hidekazu Saruki | Outside Audit and Supervisory Board Member | ■17/17 ●13/13 |
○ | ○ | |||
Ichiro Sakamoto | Outside Audit and Supervisory Board Member | Newly appointed | △ | △ | ○ | △ | |
Seiichiro Yamamoto | Outside Audit and Supervisory Board Member | Newly appointed | ○ |
The Business Strategy Meeting is for all Directors and division managers to discuss company-wide business strategies, business portfolios and the allocation of Duskin Group resources, etc. from a medium- to long-term perspective.
To achieve corporate growth and contribute to building a sustainable society, we maintain the Sustainability Committee, which is an advisory body to the Board of Directors. The purpose of the committee is to determine priority issues and the scope of action for ESG and SDGs to implement sustainable management across the Duskin Group.
Duskin has a Risk Management Committee serving as an advisory body to the Board of Directors. Its purpose is to take countermeasures against all risk factors at the Duskin Corporate Group as well as to avoid or minimize damages in the event that risks occur.
Duskin has a Compliance Committee serving as an advisory body to the Board of Directors. Its purpose is to implement and instill as well as to ensure adherence to the compliance system for the Duskin Corporate Group.
Duskin maintains an Outside Directors and Audit and Supervisory Board Members Council, which is an advisory body to the Board of Directors. Its purpose is to provide beneficial views for ensuring effective corporate governance, while enabling Outside Directors and Outside Audit and Supervisory Board Members to gather information appropriately without affecting their independence. This makes it possible to monitor and supervise Duskin's management from a transparent, fair and objective viewpoint
This committee provides necessary advice in response to consultations from the Board of Directors in selecting candidates for Director and Operating Officer positions and in determining their compensation. It consists of only independent Directors — two Outside Directors and one Outside Audit and Supervisory Board Member — which allows the committee to function more effectively and with enhanced objectivity and transparency.
For the President and CEO to conduct business operations based on the basic management policy established at the Board of Directors meetings, Duskin maintains an Operating Officers' Board, a deliberative body to examine important business matters.
The Budget Meeting is held to monitor budget progress for each business division, identify the discrepancies between forecasts and actual results and discuss measures to be taken, as well as to share information on such issues.
The Investment Assessment Committee was established to raise the quality of investments in new business developments and facilities. It also performs post-investment monitoring. The committee meets to deliberate as needed.
Board/Committee | Membership | Actual number of meetings held in one fiscal year |
---|---|---|
Board of Directors |
|
17 |
Audit & Supervisory Board |
|
13 |
Sustainability Committee |
|
2 |
Risk Management Committee |
|
2 |
Compliance Committee |
|
4 |
Outside Directors and Audit & Supervisory Board Members Council |
|
13 |
Directors Evaluation Committee |
|
6 |
Business Strategy Meeting |
|
2 |
Operating Officers' Board |
|
12 |
Budget Meeting |
|
8 |
Investment Assessment Committee |
|
4 |
Duskin analyzes and evaluates the effectiveness of the entire Board of Directors annually in order to achieve medium- and long-term sustainable growth and stronger corporate value.
The FY2023 analysis and evaluation process, the obtained results, and FY2024 plans are as follows.
Analysis and evaluation period | February 9, 2024 - March 27, 2024 |
---|---|
Regarding the effectiveness of the Board of Directors |
|
FY 2023 Initiatives | Progress | |
---|---|---|
Deepen business portfolio discussions on increasing corporate value | Scrutinize each business from a capital cost perspective, and deliberate on selection and intensive investment |
|
Make decisions promptly and with the necessary review process | Deepened discussions at the Board of Directors meetings. In order to swiftly conduct discussions and decision-making regarding our business portfolios, we need to further strengthen our organization and functions for overseeing businesses in a cross-sectional manner. | |
Promote cross-organizational digital strategy aimed at increasing productivity and efficiency |
|
|
Consider a personnel evaluation system focused on solving business challenges and the commitment of employees to their work | Position the management class (including Operating Officers) evaluation system as a priority, and periodically confirm and verify the progress | Made progress with our discussions on a more effective evaluation system that prompts awareness of the management class to execute and innovate and that is also based on a medium-term perspective. |
Share information and issues discussed at the Directors Evaluation Committee with Board members | From the perspective of monitoring human capital management, the Directors Evaluation Committee as well as the Board of Directors deliberated on the issues with the performance evaluation system and next-generation development. | |
With regard to our important theme "human capital management and R&D improvement," the progress on implementation was checked and further discussions were held. | ||
Enhance discussions on measures to help capital markets better understand Duskin | The section in charge of Investor Relations periodically reported on the Company's status in the capital markets and the responses received from institutional investors. Deliberations on company value also progressed in greater detail. |
Duskin selects candidates for election as Directors from among individuals who fulfill the criteria of possessing the character, knowledge and integrity to serve as a Director and who have no health issues that would interfere with performing the duties of a Director.
After thorough discussions, the Board of Directors makes the final selection among candidates who meet the aforementioned criteria.
Under the provisions of Article 427, Paragraph 1 of the Companies Act, Duskin maintains contracts with Outside Directors that limit their damage compensation liability as provided in Article 423, Paragraph 1 of this act. The maximum damage compensation liability under the contracts is the amount as provided in laws and ordinances.
Name | Reasons for appointment |
---|---|
Yukiko Tsujimoto | As a Director at Procter & Gamble Japan, Ms. Tsujimoto has a wealth of experience and insight in corporate management. As part of her tenure at the company, Ms. Tsujimoto has been responsible for overseeing brand marketing and communications, as well as serving as brand publicity leader for the Asian region. Ms. Tsujimoto was appointed Outside Director because she is expected to provide comprehensive supervision of management and advice from the perspective of enhancing medium- and long-term corporate value. |
Fumi Musashi | Ms. Musashi has been involved in business operations in China since joining Chori Co., Ltd., including breaking new ground for the company as its first female expatriate. Ms. Musashi also brings with her management experience accumulated since 2018 during her appointment as Chairman and President of Chori (China) Co., Ltd., a subsidiary in China. Ms. Musashi was appointed Outside Director because, based on her experience in global business operations and expertise, she is expected to provide comprehensive supervision of management and advice from the perspective of enhancing medium- and long-term corporate value. |
Rie Nakagawa | During her career with Misumi Group Inc., Ms. Nakagawa held several key positions including president of the FA Business Company specializing in mechanical components used in factory automation (FA), and identifying ESG management issues and formulating policies to address them as Representative Corporate Officer in charge of sustainability promotion. Ms. Nakagawa was appointed Outside Director because she is expected to provide comprehensive supervision of management and advice from the perspective of enhancing medium- and long-term corporate value. |
To ensure the independence of Outside Directors and Outside Audit and Supervisory Board Members, Duskin selects members in accordance with our own selection criteria* as well as the independence standards of the Enforcement Rules for Securities Listing Regulations of the Tokyo Stock Exchange.
When selecting the candidates, Duskin confirms that they comply with all items of the criteria. Then, the Board of Directors makes the final decision after thorough discussions.
*Independence standards for outside directors established by our company are stipulated in our securities report.
Duskin positions Directors' remuneration as an important issue for our corporate governance. To raise Directors' motivation to achieve medium- and long-term sustainable growth and enhance corporate value, Duskin established the Directors Evaluation and Nomination System. With this system in place, their contributions, capabilities, and qualities are evaluated and reflected in their remuneration. The methods used in calculating Director remuneration and actual remuneration in FY 2023 are as follows.
Items | Methods applied in the fiscal year ended March 31, 2024 | ||
---|---|---|---|
Board Directors | Outside Directors | Audit and Supervisory Board Members | |
Decision-making Process |
|
|
|
Remuneration | The remuneration consists of basic remuneration (fixed amount), bonus (performance-based) and restricted stock remuneration* (medium- to long-term incentive).
|
|
|
The remuneration percentage for each type of director is deliberated at the Directors Evaluation Committee based on the benchmarks of remuneration standards and percentages from companies of the same business size, industry, and category as Duskin. With full weight given to the report from the Directors Evaluation Committee, the Board of Directors determines the remuneration, etc., of each individual Director within the remuneration percentages given for each category within that report.
Director position | Composition of remuneration | Total | |||
---|---|---|---|---|---|
Basic remuneration (Fixed amount) |
Bonus (Performance-based) |
Restricted stocks | |||
Representative Director |
President and CEO | 66.4% | 19.0% | 14.6% | 100.0% |
Board Directors | Business/Administrative Group Operating Officers | 69.7% | 18.0% | 12.3% | 100.0% |
Operating Officers | 74.6% | 15.2% | 10.2% | 100.0% |
Individual remuneration amounts are determined as follows. Based on policy approved by the Board of Directors, the Board of Directors consults with the Directors Evaluation Committee concerning the basic remuneration amount for each Director, bonus appraisal allocation considering the business responsibilities of each Director, and allotted share proposals for each Director pertaining to share remuneration. The Board of Directors receives a report from the Committee and makes a decision via the Board approval process.
The total remuneration amount for all Audit and Supervisory Board Members is determined within the remuneration limits approved at the general meeting of shareholders, and individual Audit and Supervisory Board Member remuneration amounts are determined through discussion among Audit and Supervisory Board Members. Audit and Supervisory Board Member remuneration is composed of basic remuneration and bonuses.
Category | Number of members | Total remuneration | Type of remuneration | ||
---|---|---|---|---|---|
Basic remuneration (fixed amount) |
Bonus (performance-based) | Restricted stock remuneration | |||
Board Directors (Outside Directors) |
9 (3) |
298,049 (28,050) |
216,498 (23,250) |
45,000 (4,800) |
36,551 (-) |
Audit and Supervisory Board Members (Outside Audit and Supervisory Board Members) |
5 (3) |
83,400 (28,200) |
71,400 (23,400) |
12,000 (4,800) |
- (-) |
Total (Outside officers) |
14 (6) |
381,449 (56,250) |
287,898 (46,650) |
57,000 (9,600) |
36,551 (-) |
Duskin formulated its succession plan to train next-generation management and successors to our chief executives. We have created a program to train those with the appropriate qualities, as well as a selection process for candidates for operating officers and director positions. We have launched these operations and regularly share information and report to the Board of Directors on the progress.
Furthermore, the President and CEO conducts periodic (monthly) individual interviews with all Operating Officers. Quantitative assessments of their performance are made every six months in line with the Directors Evaluation and Nomination System, with the opportunity used to provide further guidance as well as to review performance and capability improvement with them.
We have also established an officer training program together with the succession plan, and have begun deploying them. Duskin provides periodic training that Board Directors and Audit and Supervisory Board Members need in order to perform their decision-making and executing duties, and training that Operating Officers need in order to perform their business duties.
When appointing Outside Directors, the President and CEO explains Duskin's management philosophy to the candidates. After confirming their agreement with the philosophy, the President and CEO further explains Duskin's business strategy and business operations. In addition, to help them deepen their knowledge of Duskin, the company provides them with opportunities to visit major business sites, training facilities and plants.