Corporate Governance

The Board of Directors

Board of Directors Meetings Held (FY2023)

Position

Name

Attendance at Board of Directors Meetings

(Attendance/Number of Meetings)

Committee Chairperson

Chairman and Representative Director

YAMADA Masao

93% (14/15)

President and Representative Director

SEKIGUCHI Akira

100% (15/15)

Director

TOBITA Minoru

100% (15/15)

Director

SUGAWARA Akira

93% (14/15)

Director

KATAGIRI Atsushi

100% (15/15)

Director

HOSONO Hiroyuki

100% (15/15)

Outside Director

HOSODA Eiji(*1)

100% (4/4)

Outside Director

KOIZUMI Yoshiko

100% (15/15)

Outside Director

SATO Kimio

100% (15/15)

Outside Director

SHIBAYAMA Atsushi(*2)

100% (11/11)

(*1) HOSODA Eiji retired at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

(*2) The percentage of attendance of SHIBAYAMA Atsushi indicates these after their appointment as committee members on June 27, 2023. 

The Audit & Supervisory Board

Audit & Supervisory Board Meetings Held (FY2023)

Position

Name

Attendance at Audit & Supervisory Board Meetings

(Attendance/Number of Meetings)

Attendance at Board of Directors meetings

(Attendance/Number of Meetings)

Committee Chairperson

Full-time Audit & Supervisory Board member

KINOSHITA Hiroshi

93% (14/15)

93% (14/15)

Full-time Audit & Supervisory Board member (Outside Corporate Auditor)

FUKUZAWA Hajime

100% (15/15)

100% (15/15)

Part-time Audit & Supervisory Board member (Outside Corporate Auditor)

TAKEDA Jin(*1)

100% (5/5)

100% (5/5)

Part-time Audit & Supervisory Board member (Outside Corporate Auditor)

EGAWA Shigeru(*1)

100% (5/5)

100% (5/5)

Part-time Audit & Supervisory Board member (Outside Corporate Auditor)

OBA Koichiro(*2)

100% (10/10)

100% (10/10)

Part-time Audit & Supervisory Board member (Outside Corporate Auditor)

KOMURO Shingo(*2)

100% (10/10)

100% (10/10)

(*1) TAKEDA Jin and EGAWA Shigeru retired from their positions at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

(*2) The percentages of attendance of OBA Koichiro, and KOMURO Shingo indicate those after their appointment as committee members on June 27, 2023.

Nominating Committee

Nominating Committee Meetings Held (FY2023)

Position

Name

Nominating Committee

(Attendance / Number of Meetings)

Committee Chairperson

Outside Director

SATO Kimio

100% (6/6)

President and Representative Director

SEKIGUCHI Akira(*2)

100% (5/5)

Director

KATAGIRI Atsushi(*2)

100% (5/5)

Outside Director

KOIZUMI Yoshiko

100% (6/6)

Outside Director

SHIBAYAMA Atsushi(*2)

100% (5/5)

Outside Director

HOSODA Eiji(*1)

100% (1/1)

Outside Corporate Auditor

TAKEDA Jin(*1)

100% (1/1)

Outside Expert

OZAWA Tetsuo(*1)

100% (1/1)

(*1) HOSODA Eiji, TAKEDA Jin and OZAWA Tetsuo retired at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

(*2) The percentages of attendance of SEKIGUCHI Akira, KATAGIRI Atsushi, and SHIBAYAMA Atsushi indicate those after their appointment as committee members on June 27, 2023.

Remuneration Committee

Remuneration Committee Meetings Held (FY2023)

Position

Name

Remuneration Committee

(Attendance / Number of Meetings)

Committee Chairperson

Outside Director

SATO Kimio

100% (4/4)

President and Representative Director

SEKIGUCHI Akira(*2)

100% (2/2)

Director

KATAGIRI Atsushi(*2)

100% (2/2)

Outside Director

KOIZUMI Yoshiko

100% (4/4)

Outside Director

SHIBAYAMA Atsushi(*2)

100% (2/2)

Outside Director

HOSODA Eiji(*1)

100% (2/2)

Outside Corporate Auditor

TAKEDA Jin(*1)

100% (2/2)

Outside Expert

OZAWA Tetsuo(*1)

100% (2/2)

(*1) HOSODA Eiji, TAKEDA Jin and OZAWA Tetsuo retired at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

(*2) The percentages of attendance of SEKIGUCHI Akira, KATAGIRI Atsushi, and SHIBAYAMA Atsushi indicate those after their appointment as committee members on June 27, 2023.

Total Remuneration for Directors and Audit & Supervisory Board Members with Subtotals for Each Type of Remuneration and Numbers of Recipients

Classification

Total Remuneration Paid

(Millions of yen)

Remuneration Paid by Type (Millions of yen)

Recipients

(People)

Basic Remuneration

Performance-Based Remuneration

Restricted Stock Remuneration

Directors(*)

422

213

168

39

6

Audit & Supervisory Board members(*)

26

26

1

Outside directors and outside Audit & Supervisory Board members

90

90

9

(*) Excluding outside directors and outside Audit & Supervisory Board members

Total Amount of Remuneration, etc. of Persons Whose Total Amount of Remuneration, etc. is ¥100 Million or Higher

(Unit : Millions of yen)

Name

Classification

Total Remuneration Paid

Remuneration Paid by Type

Basic Remuneration

Performance-Based Remuneration

Restricted Stock Remuneration

YAMADA Masao

Directors

121

67

44

9

SEKIGUCHI Akira

Directors

121

67

44

9

Cross-Shareholdings

Percentage of Shares in Cross-Shareholdings in Consolidated Equity

(Unit : %)

FY2019

FY2020

FY2021

FY2022

FY2023

Percentage of Shares in Cross-Shareholdings in Consolidated Equity

7.5

9.8

8.5

8.5

9.0

Compliance

Anti-Corruption

Status of Disciplinary Actions for Misconduct and Illegal Activities

The number of employees disciplined for corruption, bribery or other fraudulent or illegal activities, or for unfair or improper dealings was one in FY2023. The person involved was punished in accordance with our internal regulations. To prevent recurrence, we have reviewed our operating procedures and strengthened controls in our business processes to create a system to prevent this from happening again, and we have also provided anti-corruption training to our employees to prevent recurrence.

Political Contributions

There were no political contributions by DOWA Holdings in FY2023.

Internal Reporting System

Number of Internal Reporting Cases

The DOWA Consultation Desk received 22 consultations in FY2023, and of the cases that were deemed to require corrective measures, two are still under investigation. All remaining cases have been completed.

(Unit : Cases)

FY2019

FY2020

FY2021

FY2022

FY2023

Number of Consultations Made through the DOWA Consultation Desk

12

21

19

18

22

Status of Number of Significant Compliance Violations

In FY2023, there were zero cases of serious compliance violations that had a significant impact on management and significantly damaged corporate value.

Prevention and Education of Harassment

Status of Training on Harassment (FY2023)

Content

Target Participants

Number of Participants (People)

Total Time (Hours)

Harassment training

Management employees

299

299