Duskin ensures the implementation of all of the principles contained in the Corporate Governance Code. For additional information, please refer to the Corporate Governance Report on our website.
We are working to strengthen corporate governance, as we believe it to be one of the most important issues for management. In 2017 we created a Directors Evaluation Committee and introduced an Operating Officer System in 2018. With the aim of ensuring the independence of the Directors Evaluation Committee and maintaining its effectiveness, we mandated that only independent directors be members and made the committee an advisory body to the Board of Directors.
Taking into account amendments to laws and changing society, we will continue to work toward further improvements in corporate governance.
|2003||Quality Assurance Committee (now Sustainability Committee) organized|
|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*
|2007||The Directors' retirement benefit program terminated|
|2008||The number of Outside Audit and Supervisory Board Members increased from two to three|
|2013||Participates 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||Analyzation and evaluation of the effectiveness of the B 2016 oard of Directors started|
|2017||A share-based remuneration-type stock option program established|
|Directors Evaluation and Nomination System introduced|
|Directors Evaluation Committee organized|
|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|
|1||Ratio of Outside Directors on the Board of Directors
|2||Ratio of women on the Board of Directors
|3||Board of Directors attendance rate
|4||Establishment of a Directors Evaluation Committee||
|5||Building a structure that allows Board members to comprehensively deliberate on important matters||
Upholding Founder Seiichi Suzuki's philosophy of Prayerful Management, we are committed to each of our business operations to Sow the Seeds of Joy for people and communities. Our interpretation of corporate governance is for all of our employees to incorporate his earnest wish, as reflected in the philosophy, in our everyday activities.
Duskin positions the strengthening of corporate governance as one of its highest priorities to build a stronger relationship with stakeholders, increase corporate value over the medium- to long-term, and achieve sustainable growth. Duskin is further bolstering its structure, organization and systems to ensure transparent and sound management. Duskin also places compliance at the center of all our corporate activities to continuously improve our corporate value.
Duskin corporate governance uses an audit and supervisory board system. We have introduced the Operating Officer System to streamline the Board of Directors' decision-making process and strengthen its supervision of company business. To ensure the system’s effectiveness, we have also set up the Directors Evaluation and Nomination System. Additionally, to ensure that the process of determining the remuneration of individual directors is objective and transparent, we have established the Directors Evaluation Committee as an advisory body to the Board of Directors. At the Board of Directors, Directors monitor and supervise other Directors’ performance. The Audit and Supervisory Board consists of independent outside Audit and Supervisory Board Members capable of objectively conducting audits and internal fulltime 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.
Directors are selected by taking into account the diversity of the board as a whole in terms of abilities, experience, gender and other characteristics. This is for the purpose of enabling the Board to make accurate management decisions in a wide range of business fields while maintaining the soundness, efficiency and effectiveness of the management. The number of Directors is limited to 12. This enables the Board of Directors to focus on making important management decisions and monitoring the execution of business to swiftly and precisely respond to changes in our business environment.
|Name||Title||Attendance in FY2020||Sustainability Committee||Compliance Committee||Outside Directors and Audit & Supervisory Board Members Council||Directors Evaluation Committee||Risk Management Committee|
|Teruji Yamamura||President & CEO||■19/19||○|
|Kazushi Sumimoto||Director & COO||■19/19||○|
|Tetsuya Wada||Director & COO||■19/19||○||○|
|Naoto Miyata||Director & CFO||■19/19||★|
|Taku Suzuki||Director and Operating Officer||■19/19|
|Hiroyuki Okubo||Director and Operating Officer||■19/19||○|
|Tomoya Yoshizumi||Outside Director||■19/19||★||★|
|Nobuko Sekiguchi||Outside Director||■19/19||○||○||○||○|
|Yukiko Tsujimoto||Outside Director||■14/14||○||○||○|
|Takashi Yoshida||Audit & Supervisory Board Member||■19/19
|Hideyuki Naito||Audit & Supervisory Board Member||■19/19
|Takaaki Oda||Outside Audit & Supervisory Board Members||■18/19
|Sachiko Kawanishi||Outside Audit & Supervisory Board Members||■19/19
|Kyoichiro Arakawa||Outside Audit & Supervisory Board Members||■19/19
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.
Main function: make recommendations for increasing corporate value over the medium to long term Duskin has an Outside Directors and Audit and Supervisory Board Members Council, which is an advisory council for the Board of Directors. Its purpose is to provide beneficial views for ensuring effective corporate governance, while enabling Outside Directors to gather information without affecting their independence. This makes it possible to monitor and supervise Duskin's management from a transparent, fair and objective viewpoint.
Main function: provide necessary advice in response to consultations from the Board of Directors in selecting candidates for Directors and Operating Officers and in determining their remuneration The Directors Evaluation Committee was established as an advisory body for the President and CEO to consider Director and Operating Officer candidates and their remuneration, which requires the approval of the Board of Directors. As of April 2019, this committee, which had been an advisory body for the President and CEO, was changed to an advisory body for the Board of Directors to improve the effectiveness of the Directors Evaluation and Nomination System. The committee now consists of only independent directors, resulting in greater transparency and objectivity.
Main function: determine medium-term framework and annual action plans regarding sustainability and deliberate on how to address unresolved sustainability issues To achieve corporate growth and contribute to building a sustainable society, we have the Sustainability Committee, which is an advisory council for 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 CSV strategy across the Duskin Group.
|Board of Directors||9 Directors (3 Outside Directors) Observers: 5 Audit & Supervisory Board Members (3 Outside Audit & Supervisory Board Members)||19|
|Audit & Supervisory Board||5 Audit & Supervisory Board Members (3 Outside Audit & Supervisory Board Members)||12|
|Sustainability Committee||6 Operating Officers (5 are also Directors), 2 Outside Directors, 1 Standing Audit & Supervisory Board Member||1|
|Risk Management Committee||1 Operating Officer, 8 from corporate office departments, and 3 from business divisions Observer: 1 Audit & Supervisory Board Member||2|
|Compliance Committee||7 Operating Officers (2 are also Directors), 2 Outside Directors, 1 Standing Audit & Supervisory Board Member, 1 labor union chair, 1 attorney||2|
|Outside Directors and Audit & Supervisory Board Members Council||3 Outside Directors, 3 Outside Audit & Supervisory Board Members||7|
|Directors Evaluation Committee||2 Outside Directors, 1 Outside Audit & Supervisory Board Member||4|
|Business Strategy Meeting||13 Operating Officers, 3 Outside Directors, 5 Audit & Supervisory Board Members (3 Outside Audit & Supervisory Board Members)||1|
|Operating Officers Board||13 Operating Officers Observers: 2 Standing Audit & Supervisory Board Members||12|
|Budget Meeting||7 Operating Officers (6 are also Directors), 2 Standing Audit & Supervisory Board Members||10|
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 has an Operating Officers' Board, a deliberative body to examine important business matters.
Main function: Raise the quality of plant, equipment and similar investments, and monitor the effectiveness of these investments after they are implemented
The Investment Assessment Committee was established to raise the quality of investments in new business development as well as plants and equipment, and to monitor the effectiveness of these investments. The committee meets to deliberate as needed.
|FY2020 issues||FY2020 initiatives|
|1||Increase effectiveness of supervisory functions and broaden discussions on strategies for enhancing corporate value||
|2||Further broaden discussions aimed at optimizing business portfolios on a companywide level||
|3||Deepen the discussions of organizational functions and the role of Operating Officers that respond to changes in the business environment and strategies||
|Conduct a thorough debate about strategies to enhance corporate value and increase effectiveness of supervisory function||
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.
The Board of Directors makes final selection among candidates who meet the aforementioned criteria.
Under the provisions of Article 427, Paragraph 1 of the Companies Act, Duskin has contracts with Outside Directors that limit their liability as provided in Article 423, Paragraph 1 of this act. The maximum liability under the contracts is the amount as provided in laws and ordinances.
|Name||Reasons for election|
|Tomoya Yoshizumi||Extensive experience and insight in corporate management as a Member of the Board and Corporate Vice President at Ajinomoto Co., Inc., where he was engaged in strategic production planning, the Medium-Term Management Plan and implementing M&A strategies for the Ajinomoto Group. Mr. Yoshizumi supervised business operations from April 2011 in North America as General Manager, North America Division and President of Ajinomoto North America, Inc. Mr. Yoshizumi was appointed an Outside Director because he is expected to provide Duskin with advice based on his past experience and expertise from the perspective of overall management supervision and raising corporate value in the medium- and long-term.|
|Nobuko Sekiguchi||After working as a management consultant, Ms. Sekiguchi joined Capcom, where she served as a Managing Corporate Officer responsible for corporate planning that included preparing the Med-Term Plan, managing the annual budget, working on organizational reforms, and M&A. She held a leading role in reforming Capcom’s personnel system. Ms. Sekiguchi was appointed an Outside Director because she is expected to provide Duskin with advice based on her past experience and expertise from the perspective of overall management supervision and raising corporate value in the medium- and long-term.|
|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 an Outside Director because she is expected to provide Duskin with advice based on her past experience and expertise from the perspective of overall management supervision and raising corporate value in the medium- and long-term.|
To ensure the independence of an Outside Director or Outside Audit & Supervisory Board Member, Duskin selects a member 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.
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, their contributions and capabilities are determined and reflected in their remuneration.
The methods used in calculating Director remuneration and actual remuneration in FY2020 are as follows.
|Items||Methods applied in FY2020|
|Directors||Outside Directors||Audit and Supervisory Board Members|
|Type of remuneration||Members|
|Note: The numbers above include three Directors who retired as of the 58th Ordinary General Meeting of Shareholders on June 23, 2020.|
|Note: The numbers above include one Outside Director and one Audit and Supervisory Board Member, both of whom retired as of the 58th Ordinary General Meeting of Shareholders on June 23, 2020.|
|Standing Audit & Supervisory Board Members||50,550||46,350||4,200||-||3|
|Outside Audit & Supervisory Board Members||30,000||25,200||4,800||-||3|
Duskin Group places the pursuit of the Economy and Morals in Unity at the heart of our business management. We have formulated the following Code of Conduct Statement to serve as a compass for the realization of our management philosophy as well as Duskin Code of Conduct to define concrete standards of conduct for our business operations.
Starting in FY2020, Duskin has been preparing a succession plan and putting in place an executive-class training plan. Duskin provides periodic training that 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 the candidates about Duskin's management philosophy. After confirming their agreement on 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 opportunities to visit major business sites, training facilities and plants.
Duskin formulated its succession plan in FY2019 to foster next-generation management and successors to our chief executives. We have created an educational program to train those with the appropriate qualities, as well as a selection process for executive officers and candidates for director positions. We launched these operations in FY2020 and regularly share information and report to the Board of Directors on the progress. The President & CEO conducts monthly individual meetings with all Operating Officers. Quantitative assessments of their performances and improvements 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 their capabilities and performance with them.
The policy for cross-shareholdings is to hold a suitable number of shares only when there is a legitimate reason for owning these shares. Investments in stocks for which there is no legitimate reason for ownership are reduced or eliminated. Every year, the Duskin Board of Directors determines if the ownership of each cross-shareholding is proper or not. Decisions are based on the need for each cross-shareholding regarding business activities, such as business alliances, maintaining and strengthening business relationships, Duskin's cost of capital, share price movements and other factors.
Duskin conducts a variety of investor relations (IR) and shareholder relations (SR) activities for the purposes of earning trust in the company's management, receiving a proper evaluation of the company, and achieving sustained business growth and medium- to long-term growth in corporate value. Our senior management and Directors protectively respond to the requests of individual or institutional investors to meet with them.
Information, evaluation and opinions gained through IR and SR activities are reported at meetings of the Board of Directors twice each year. In addition, reports as deemed necessary are made by the IR Section to an Operating Officer in charge, then from the Operating Officer to the Board of Directors to reflect this information in the management.
We strive to improve our IR tools, including our website, that are useful for individual investors and shareholders in making investment decisions. Duskin discloses the financial results, business strategies, ESG information, news and other topics of interest.
Duskin holds financial results briefings for institutional investors and analysts twice a year (once when 1H results are announced and once when full-year results are announced). Duskin visits institutional investors and analysts to have active dialogue with them.
The company has postponed briefings due to the spread of the novel coronavirus from February 2020 and meet with them over the phone.
Duskin held its first round-table conference for shareholders on November 14, 2019, with 102 individuals out of 1,419 applicants taking part. In addition to Operating Officers and President & CEO speaking on Duskin's business and history, the meeting provided an opportunity for participants to exchange opinions while enjoying our Mister Donut and other items of our Food Group.
There are no plans at present to hold such events during the current fiscal year.