Building an Advanced Governance System to Support Discontinuous Growth
Desired State
By promoting both offensive corporate governance to pursue discontinuous growth and defensive corporate governance to pursue risk reduction, we aim to build advanced corporate governance system to create a new era and become a place to realize a “nameraka” future.
| Subcategory of Materiality | KPI | Target | Target Achievement Timing |
Relevance to corporate value |
|---|---|---|---|---|
| Efforts for discontinuous growth | Fostering a healty cycle of business creation and exit through the consistent application of business continuity standards | Improving management indicators through business portfolio management | Annually | ・Short-term performance improvement ・Mid- to long-term value creation ・Mitigation of management risks |
| Efforts for risk reduction | Implementation of appropriate risk management and thorough compliance | 100% training participation rate | Annually | ・Mitigation of management risks |
| Ensuring and improving the effectiveness of the board of directors | Continuous implementation of executive sessions Continuous implementation of effectiveness evaluations |
Annually | ・Mid- to long-term value creation ・Mitigation of management risks |
|
| Discussion of succession planning | Continuous implementation | Annually | ・Mid- to long-term value creation ・Mitigation of management risks |
Initiatives for Discontinuous Growth
Fostering a healthy cycle of business creation and exit through the consistent application of business continuity standards
In order to continue growing while adapting to changes in the external environment, we have
determined that it is necessary to transform our business portfolio, and as such, we are continuing
operation of the business continuity criteria established in the fiscal year ended December 2024.
This will promote a healthy cycle of business creation, enhance accountability both within and
outside the Group, and enable us to flexibly reallocate our business portfolio. In doing so, we aim to improve profits and ROE by allocating business resources to growth areas as appropriate. Ultimately, we will link this to the enhancement of corporate value and the realization of our mission.
Operational process for the business continuity criteria
At the beginning of each fiscal year, we select and review the companies to which the criteria apply, and after approval by the Group Management Meeting, we divide them into three phases according to their number of years since establishment and monitor them based on quantitative criteria appropriate to each phase. If the criteria are not met, we will consider measures such as setting conditions for continuation, or alternatively sale, merger, or dissolution, and make a decision at the Group Management Meeting or the Board of Directors.
Initiatives to Reduce Risks
Implementation of appropriate risk management and thorough compliance
We are actively promoting various initiatives to implement appropriate risk management and thorough compliance, recognizing that establishing a more sophisticated governance system is crucial for further growth and enhanced corporate value.
For the risk management, we established the “Group Risk Management Regulations, “ and set up the
“Group Risk Management Committee” as a body to oversee and manage such risks in an integrated and
effective manner under the common policy as the Group.
▼For the business risks, please click the link below.
Furthermore, the Group Risk Management Committee and related departments work together to promote compliance-related initiatives across the entire Group.
In particular, strengthening the compliance awareness of our executives is a cornerstone of our reinforced
governance structure. To this end, we have implemented measures such as providing re-training of
reinforce compliance and enhancing our internal audit system. In fiscal year 2024, we provided compliance
training to all Group executive officers and officers of Group companies.
A monthly e-learning training on compliance is held for all Group officers and employees. Various questions on compliance, including legal compliance questions such as insider trading and Act against Unjustifiable Premiums and Misleading Representations, as well as ethical questions related to discrimination, unconscious bias, etc. are asked to raise awareness of compliance.
Ensuring and Improving the Effectiveness of the Board of Directors
In order to ensure and improve the effectiveness of the Board of Directors, we are making efforts to conduct regular evaluations of the effectiveness of the Board of Directors and to resolve issues identified from the results of these evaluations.
▼For the evaluation of the effectiveness of the Board of Directors, please click the link below.Evaluation of the Effectiveness of the Board of Directors
Succession Planning Discussions
The Nomination and Remuneration Advisory Committee, which is an advisory body to the Board of Directors at its discretion, formulates succession plans that take into consideration the next generation and the management structure in the future.
Foundation to Support Growth
Information Security
The Septeni Group recognizes the appropriate management of information as an important management issue. We have developed and implemented various regulations and guidelines, and are working to manage information security on a Group-wide basis.
Information Security Policy and System
We have developed and implemented various regulations and guidelines, and are working to manage information security on a Group-wide basis.
Under the Group Risk Management Committee, which has been established to comprehensively and effectively manage risks, a department and committee responsible for security management and system security have been established to oversee and manage information security for the entire Group.
We are promoting various measures, such as conducting regular training based on the information security guidelines established as the principle of information security in the Group, conducting targeted email training for all executives and employees, and promoting the appropriate handling of personal information based on the personal information protection policy.
In the event of an incident, the Group Risk Management Committee, the organization related to security management and system security, and the persons in charge in each organization work together to grasp the situation, take measures to converge and prevent recurrence, and strive to improve the level of information security throughout the Group.
Certification for Information Security Management
Certain Group companies, including Septeni Holdings Co. Ltd, have received Privacy Mark certification from the Japan Information Economic and Social Promotion Association, which is granted to businesses that handle personal information in an appropriate manner.
We are also encouraging Group companies to acquire certification according to their business characteristics. FLINTERS, Inc., which is involved in planning, developing, and sales in the data & solutions domain, Tricorn Corporation, which is involved in CRM services, Milogos, Inc., which is involved in digital marketing support, and other companies have acquired ISMS internationally recognized standard ISO/IEC 27001.
Anti-corruption
In the Group, we always deal with clients and partners with integrity and conduct transactions under fair and appropriate conditions in accordance with the “Dentsu Group Code of Conduct.” Regarding anti-corruption, we have adopted the “Dentsu Group Anti-Bribery ＆ Corruption Policy,” which was approved by the Board of Directors, and communicate it to all Group officers and employees through compliance-related e-learning and other means.
Whistleblowing System
All individuals who belong to the Group and who engage in its operations can report or consult using the hotline. An external lawyer serves as the direct contact point for reports or consultations, and the officers and employees who reported or consulted are protected by the hotline regulation.
Business Continuity Plan (BCP)
We have formulated a business continuity plan (BCP) that summarizes emergency-recovery procedures and action guidelines.
In addition to implementing preliminary disaster mitigation measures, we implement measures, training and education through the development of an employee safety confirmation system.