Providing customers worldwide with the highest quality financial services with honesty and integrity; Anticipating new trends on the world stage; expanding our knowledge in order to help customers shape their future; Growing together with our customers in a stable and sustainable manner; and Bringing together our group—wide expertise to contribute to the prosperity of economies and societies throughout the world. These fundamental commitments support our primary role in bringing fruitfulness for each customer and the economies and the societies in which we operate.
Further, the Company shall not only bring brightness and energy to the world, but shall also aim to create new social value and realize a sustainable society by putting its corporate philosophy into practice against continuous challenges.
Corporate philosophy To realize the above, pursuing the best corporate governance is important. The Company shall ensure sustainable growth and enhance the mid- to long-term corporate value through transparent and fair decision-making, effective use of management resources and expeditious and resolute decision-making.
For the above purposes, the Company shall work on enhancing the corporate governance in accordance with the basic concepts below. General meetings of shareholders The Company shall conduct a general meeting of shareholders under the basic policy that explanations should be thorough and easy to understand in order to make such meetings the highest decision-making body of the Company and a forum for constructive dialogue with shareholders.
In addition, after the Board of Directors passes a resolution for convocation of a general meeting of shareholders, the Company shall quickly publish a notice of such convocation together with an English translation thereof on its website and also send such notice of convocation to its shareholders not later than three weeks before the date of the general meeting of shareholders so that the shareholders may appropriately exercise their voting rights.
The Company shall also improve its infrastructure such as adopting the electronic voting platform wherein all of the shareholders, including those shareholders who do not attend a general meeting of shareholders, are able to exercise their voting rights appropriately.
As to how to treat the situation where institutional investors whose shares are being held in the name of trust banks or other parties wish in advance to exercise their voting rights by themselves at a general meeting of shareholders, the Company shall discuss such situation with the trust banks or other relevant parties beforehand, taking into consideration that there are some issues, such as how to check whether the relevant institutional investors are beneficial shareholders of the Company and how to avoid double voting by both the nominee shareholders and the beneficial shareholders.
Ensuring equal treatment of shareholders The Company shall effectively ensure the rights of all shareholders, including minority and foreign shareholders' rights.
The Company shall also enhance its dialogue with shareholders and investors through IR activities by properly and timely disclosing information to them with respect to management strategy, financial position, business performance and other related matters.
Analyzing votes against company proposal Every year, votes at the general meeting of shareholders are analyzed by the section in charge of general meetings of shareholders.
The result thereof is shared by IR related sections, executive officers in charge of corporate matters and the management, and is also reported to the Board of Directors. With respect to any proposals against which many opposing votes were cast, the Board of Directors shall deliberate on matters such as how to obtain shareholders' support based on the reasons for the opposition.
Capital policy The basic capital policy concepts and measures for optimal capital structurewhich aims to enhance intrinsic corporate value, and which is the Company's top priority for capital distribution that contributes to the Company's growth, shall be implemented on the basis of the policies stated below.
Shares owned by the Company on account of business relationships In order to enhance mid- to long-term corporate value by maintaining and strengthening business relationships with its business partners and other similar parties, it is possible that, apart from pure investment, the Company will hold shares in listed companies that are the Company's business partners.
Of such shareholdings strategically held by the Company, with respect to important shareholdings, the Board of Directors shall examine the purpose and economic rationale for owning such shares every year, considering growth, profitability, business relationship and other relevant factors in light of restricting risks in owning the shares, capital efficiency and other issues.
It is the Company's basic policy to sell such shares with the thorough understanding of the relevant business partners if the Board of Directors decides that there is no rationale for owning them. The Company may also sell such shares strategically owned by the Company considering the market environment, management and financial strategies and other relevant factors even if there is a rationale for owning them.
The Company shall exercise the voting rights of such shares at general meetings of shareholders of the relevant companies considering, on a proposal-by-proposal basis, the enhancement of corporate value of such companies and the mid- to long-term increase in economic profit of the Company and its group companies, taken as a whole, to ensure appropriate voting.
With respect to important shareholdings strategically held by the Company, how the votes of such shares are exercised shall be reported to the Board of Directors.
Related party transactions The rules of officers of the Company provide that directors who enter into business competition transactions or conflict of interest transactions stipulated in the Companies Act with the Company shall explain the transactions to the Board of Directors and obtain approval from the same.
The rules also provide that such directors shall report the status of such transactions thereafter. The Board of Directors shall strictly implement the rules and appropriately monitor the relevant transactions.
In addition, apart from the transactions stipulated in the Companies Act, the Company shall submit a questionnaire to each director once a year to ascertain whether there is any transaction between the Company and any directors of the Company or consolidated subsidiaries or their close relatives.
Other related party transactions, including those with major shareholders, shall be properly disclosed in accordance with applicable laws and regulations, such as the Companies Act or the Financial Instruments and Exchange Act, and applicable rules of the Tokyo Stock Exchange.
Chapter 3 Proper Cooperation with Stakeholders including Shareholders 1. Code of conduct and conflict of interest The Company understands that it is its social responsibility to tackle social problems, taking into consideration every stakeholder as well as compliance, a safe and healthy working environment, respect for human rights, social contribution and environmental protection activities.
In addition, the Dentsu Group Code of Conduct provides that the management and employees shall protect stakeholders' interests and work with high ethical standards. The Company shall ensure that the management and employees fully understand such provisions. Dentsu Group Code of Conduct 2.
Dealing with problems concerning sustainability The Company understands that it is its social role to create new social value by continuously discovering social issues and presenting solutions, and the Company aims to be a partner of its stakeholders that can contribute to sustainable growth of such stakeholders.
In addition, the Company has formulated its CSR basic policy, the "Dentsu Group Code of Conduct," as a code of conduct to be followed by employees of the Company group in order for each of such employees to fulfill their social responsibilities in the respective areas.
Taking ISO as a guideline, the Company has set seven important fields corporate governance, respect for human rights, ensuring a safe and civilized working environment, environmental protection, fair business practices, addressing consumer issues and contributing to the community and is undertaking various actions in each field.
Whistleblowing system The Company has established its "Compliance Line" as a whistleblowing system inside the Company group, which is available via telephone, e-mail, letters and other means.
The special section inside the Company and outside counsel fulfill a liaison role with respect to such Compliance Line. Moreover, the Company has established a consultation section for sexual harassment and power harassment apart from the "Compliance Line.The Company’s corporate governance materials, including the Corporate Governance Guidelines, the Company’s Certificate of Incorporation and Bylaws, the charters for each Board committee, the Company’s Codes of Business Conduct, information about how to report concerns about the Company and the Company’s public policy engagement and.
These Corporate Governance Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision-making both at the Board and management level, with a view to enhancing long-term shareholder value.
Corporate Governance Policy We seek to ensure that our business practices comply fully, in appearance and deed, with all applicable laws and regulations. We strive to maintain RedBird’s reputation by exhibiting diligence, honesty, fairness and transparency in all of our business dealings.
ACPET Corporate Governance Policy - as accepted by the Board November V5 Page 1. Corporate Governance Policy. The ACPET Board of Directors is committed to effective corporate governance. Corporate governance is the mechanisms, shareholders, creditors, auditors, regulators, and other stakeholders) and includes the rules and procedures for making decisions in corporate affairs.
objective setting, major plans of action, risk policy, capital plans, and annual budgets. Oversee major acquisitions and divestitures.
Select. CII policies on other critical corporate governance matters, such as executive compensation (see , CII's policy on executive compensation, below), reinforce the importance of .