Corporate Governance

Basic Policy

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.

Approach to corporate governance

Duskin ensures the implementation of all of the principles contained in the Corporate Governance Code. For additional information, please refer to our Corporate Governance Report.

Corporate Governance [PDF:700KB] (December 29, 2023)

Initiatives to strengthen corporate governance

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.

Corporate governance structure

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.

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Executive bodies

Operating Officers' Board
Chair: Hiroyuki Okubo, Representative Director, President and CEO

Main function

Deliberate important matters related to business execution.

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.

Budget Meeting
Chair: Hiroyuki Okubo, Representative Director, President and CEO

Main function

Monitor budget progress for each business division, identify the discrepancies between forecasts and actual results and discuss measures to be taken.

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.

Investment Assessment Committee
Chair: Naoto Miyata, CFO

Main function

Raise the quality of facility investments, etc. and implement assiduous post-investment monitoring.

The Investment Assessment Committee was established to raise the quality of facility investments and new business development, and to assiduously monitor the effectiveness of these investments. The committee meets to deliberate as needed.

Evaluating Board of Directors effectiveness

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 FY2022 analysis and evaluation process and results and FY2023 plans are as follows.

Officer remuneration

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 2022 are as follows.

Policy on determining the percents for figures including individual Director remuneration amounts

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.

Note:

• 1. The basic remuneration amount is composed of fixed remuneration and position-based remuneration, and the composition ratio is calculated based on the median value of the five-level position-based remuneration.
• 2. Performance-based remuneration is a Duskin-designated standard model, and the percentage is subject to change based on performance.

Matters related to decisions on the remunerations, etc. for each Director

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.

<Audit and Supervisory Board Member remuneration, etc.>

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.

Succession Plan (Successor Development Plan)

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.

Training Board Directors and Audit and Supervisory Board Members and deepening their knowledge of Duskin.

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.