Ongoing Improvements to Corporate Governance
- 2014
- 2016
- 2017
- 2018
- 2019
- 2020
- 2021
- 2022
- 2023
- 2024
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President
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2014: Appointment of Tomiya Takamatsu as president
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Group
structure-
2017: Transition to holding company structure
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2020: Formation of a Group ESG Committee（currently:Group Sustainability Committee ）
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Revitalizing
the Board
of
Directors
and
strengthening
its functions-
2016: Review of the scope of authority2017: Transffer of authority to group companies
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The number of members on the Board of Directors as determined in the Artickes of Inc corporation to 9 to fewer2016: The number of members on the Board of Directors as determined in the Artickes of Inc corporation to 7 to fewer
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2019: Formation of an Advisory Board
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Improving
the
effectiveness
of the
Board of
Directors-
2017: Introduction of a performance-based incentive program2021：Formation of a Nominating and Compensation Committee
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2016: Evaluation of the effectiveness of the Board of Directors
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2017: Disclosure of a summary of the evaluation results
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Outside
directors
(the number of people)-
2014: Apppintment of two outside directors
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2016: two of six2021: three of six2022: four of seven
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Outside
directors
(ratio)-
2016: 33.3%2021: 50%2022: 57.1%
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Company
philosophy-
2014: Enactment of a new group philosophy,vision,and slogan
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2016: Enactment of a corporate governance basic policy
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2019: Enactment of a Group Code of Conduct
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2023: Name changed from Group Slogan to Brand Message
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1. Evaluation of Effectiveness of Board of Directors
At DyDo, We have been evaluating the effectiveness of the Board of Directors since FY2016, and we adopted the following analysis/evaluation method in FY2023.
In order to analyze and evaluate the effectiveness of the Board of Directors, during the period between December 2023 and March 2024, all directors and auditors carried out a self-evaluation survey, and individual interviews were carried out by the Secretariat of the Board of Directors.
After that, at a meeting of the Board of Directors that was held on March 15, 2024, in addition to analyzing the results of the self-evaluation surveys, and in an attempt to enhance awareness regarding present problems, constructive discussions were held regarding these matters and future efforts to realize a higher level of effectiveness for the Board of Directors.
The self-evaluation form used the following headings to facilitate a review of the nature of discussions held by the Board as well as how the body dealt with issues over the last year.
- (1)
Agenda and operations of the Board of Directors
- (2)
Operations of the Board of Directors over the medium and long term in light of the Group Mission 2030
- (3)
Other (issues related to the strengthening of governance structures, etc.)
A discussion based on analysis of the self-evaluation results for all corporate officers concluded that the Board of Directors demonstrated adequate supervisory functions and has achieved a high level of effectiveness.
[Improvements in Board of Directors operations during FY2023]
In FY 2023, the Board of Directors regularly managed the progress of ROIC, a financial KPI of the Mid-Term Business Plan 2026. In addition, the Board of Directors held a free discussion meeting to exchange opinions on the medium- to long-term strategy of the Domestic Beverage Business, and held active discussions.The Material Issues of "Group Mission 2030" was discussed from various perspectives, particularly with regard to human capital management, based on the diverse experience and expertise of the outside directors.
In addition, we have made efforts to promote understanding of the Group's businesses and agenda items through site visits to subsidiary offices for outside directors and outside corporate auditors and video explanations of some agenda items in advance, thereby enhancing discussions at the Board of Directors meetings.
On the other hand, it was recognized that further deliberations should be conducted to optimize the business portfolio in order to improve the capital efficiency of the group as a whole.
In addition, it was shared that future challenges to strengthen the functions of the Board of Directors and further enhance its effectiveness are as follows.
- (1)
To further enhance the discussion of important agenda items
- (2)
Discuss the business portfolio and allocate management resources appropriately
- (3)
To promote further penetration of ROIC as a financial KPI and to promote management with an awareness of cost of capital and profitability
- (4)
Strengthening the Company's commitment to Material Issues, with a focus on Governance and Diversity, and providing appropriate oversight of these efforts
2. Nominating and Compensation Committee
Nominating and Compensation Committee, which is being established to strengthen the independence, objectivity, and accountability with which the Board carries out its functions by empowering it to involve, and obtain advice from, independent outside directors in an appropriate manner, particularly when considering important matters such as the nomination and compensation of top management and directors.
3. Advisory Board
The Advisory Board, which consists of roughlythree outside experts not currently serving as outside directors or external auditors, embodies a voluntary mechanismby the Company to further enhance its corporate governance. It meets from time to time as necessary to offer the president assessments and advice from an objective perspective concerning issues that demand a high level ofspecialized knowledge, for example investment decisions related to the orphan drug business, and to further boost the transparency of the Company’s management by incorporating outside perspectives into the execution of strategy, for example by offering advice concerning management issues faced by the Group.
4. Group Sustainability Committee
The Group Sustainability Committee, which is chaired by the president, consists of members appointed by its chairperson. It meets twice a year, and at other times as necessary, to increase the value of the Group’s corporate brand by considering and approving the Group’s overall sustainability management policy and important sustainability issues (materiality), by adopting the companywide sustainability program, and by issuing instructions for improvements.
5. Establishing an Internal Reporting Liaison Independent from Management
We have established an internal reporting liaison called the "DyDo Group Hotline," and we are working to ensure awareness about it among group employees.
If there is a violation of laws, regulations, in-house rules, or social norms, or a risk of such a violation, we ensure that the employees of our group (employees, temporary workers based on the Worker Dispatch Act, and part-timers) and employees of business partners of our group, can directly communicate that information without fear of negative repercussions.
