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 |
|---|---|---|---|
| Efforts for discontinuous growth | Co-creation of supervision and execution | Realization of innovation board* | 2024 |
| Efforts for risk reduction | Ensuring and improving the effectiveness of the board of directors | Continuous implementation of executive sessions Continuous implementation of effectiveness evaluations |
Annually |
| Discussion of succession planning | Continuous implementation | Annually |
*Board of Directors in which the supervising directors utilize their individual expertise to co-create value with the executive side in order to achieve discontinuous growth.
Initiatives for Discontinuous Growth
Co-creation of Supervision and Execution
Following the completion of the transition of our Board of Directors to a monitoring board-type structure centered on outside directors, we are now examining ways to realize the Innovation Board that lies ahead.
In order to achieve discontinuous growth, the Innovation Board is the Board of Directors where directors, who are supervisors, use their individual expertise to co-create value with the executive side.
Initiatives to Reduce Risks
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.
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.
Compliance
In the Group, the Group Risk Management Committee and related departments work together to promote compliance-related initiatives across the entire Group.
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.
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.