Basic Philosophy Regarding Corporate Governance
Our Group has adopted the following corporate philosophy.
Save the Digital World
With our multilingual team of specialists, Digital Hearts aims to be the ideal global partner for all your quality-assurance needs. As our society grows increasingly more technological, we seek to provide a fun, safe, and secure Digital World.
Hearts of Honesty: We approach all work with sincerity and integrity.
Hearts of Innovation: Always open to new challenges, we are happy to help solve any issues you may have.
Hearts of Diversity & Inclusion: Our diverse, reliable team enjoys working together to bring joy to the world.
By employing this philosophy, we have built a corporate governance system based on transparency, monitoring, and supervision in order to continually push our value further and prove through our work that we are a company that our shareholders, customers, business partners, employees, and local communities can rely on.
Board of Directors
Our Board of Directors consists of six directors, including three outside directors. It holds a regular meeting once a month, and extraordinary meetings as needed. At these meetings, the directors discuss and resolve important issues such as:
(1) Matters related to the general meetings of shareholders
(2) Matters related to the settlement of accounts
(3) Matters related to the dividend of surplus
(4) Matters related to shares and corporate bonds
(5) Matters related to officers
(6) Matters related to important personnel affairs
(7) Matters related to important business executions
(8) Matters related to subsidiaries
(9) Matters related to the establishment, revision, and abolition of important rules and regulations
(10) Other matters that require a resolution of the board of directors pursuant to the company’s articles of incorporation and rules and regulations
President, Representative Director Yasumasa Ninomiya (Chairman of the Board of Directors)
Chairman, Director Eiichi Miyazawa
Executive Vice President, Director Toshiya Tsukushi
Outside Director Takashi Yanagiya
Outside Director Emiko Murei
Outside Director Ryo Chikasawa
Board of Corporate Auditors
Our Board of Corporate Auditors consists of four auditors, including two outside auditors. It holds a regular meeting once a month.
Full-Time Corporate Auditor - Masahide Date (Chairman of the Board of Corporate Auditors)
Corporate Auditor - Keiya Kazama
Outside Corporate Auditor - Toshifumi Nikawa
Outside Corporate Auditor - Yoko Okano
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists majority of outside directors who ensure the fairness and objectivity of its decision-making on matters such as the nomination and remuneration of the directors, corporate auditors, and executive officers of the Company and its major subsidiaries, acting as an advisory body to the Board of Directors to strengthen the corporate governance of the Group. The committee submits its opinions on the nomination and remuneration of directors, corporate auditors, and executive officers to the Board of Directors, which will make such decisions under the guidance of their opinions.
Outside Director Takashi Yanagiya (Chairman of the Nomination and Remuneration Committee)
Outside Director Emiko Murei
Outside Director Ryo Chikasawa
President, Representative Director Yasumasa Ninomiya
Chairman, Director Eiichi Miyazawa
One internal auditor belonging to the Internal Audit Office, which is under the direct control of the president and CEO, collaborates with corporate and financial auditors to conduct internal audits regarding the effectiveness and efficiency of the Group’s business activities. The internal auditors conduct audits of the entire Group based on an annual plan, conforming to company rules and regulations.
Results of the audits are reported directly to the president, and specific guidance for improvement is then given to the audited departments and divisions. Their progress thereafter will be monitored and analyzed, with additional guidance being provided as needed.
Evaluations of the maintenance and operation of internal control systems related to financial reporting are also conducted in accordance with J-SOX.
Audits by Corporate Auditors
The Company has established the Board of Corporate Auditors to ensure that audits conducted by corporate auditors are done in a systematic and planned manner. Corporate auditors work in cooperation with internal auditors and financial auditors to conduct audits effectively and efficiently.
Our Board of Corporate Auditors consists of four auditors, including two outside auditors. In principle, it meets once a month. The Board of Corporate Auditors met twelve times in the fiscal year ended March 2022, and every corporate auditor attended all twelve meetings.
The major issues discussed in these meetings were: (1) the audit policies and plans; (2) the selection, evaluation, and compensation of financial auditors; (3) compliance with laws and regulations; (4) the operation and development of risk management systems; and (5) the operation and development of internal control systems.
In accordance with the audit policy and plan, corporate auditors attend Board of Directors meetings and have interviews with directors of the Company or presidents of subsidiaries of the Group to stay informed on their business administration. In addition, the full-time corporate auditors conduct highly effective audits such as attending important meetings of the Company and its subsidiaries, reviewing important internal documents, and exchanging information with the Internal Audit Office.
Corporate Governance Structure
The Group recognizes it essential to observe compliance for the sound development of the Group. These guidelines set forth the Group's approach, initiatives to observe compliance, and the action guidelines that all of our group employees should follow. We will continue to promote compliance by taking initiatives for deeper understanding of these guidelines throughout the Group.
2 General Provisions
(1) Definition of Compliance
For the Group, compliance goes beyond the level of just observing laws and ordinances and is defined as responding to the trust of our various stakeholders, including business partners, customer or client, shareholder, local communities, and employees. To this end, we must have a strong sense of ethics and integrity, in addition to an awareness of Legal Compliance.
(2) Scope of Application of the Compliance Guidelines
The Compliance Guidelines apply to not only our executives and employees, but also temporary staff and those who are stationed at our offices based on outsourcing contracts. Therefore, the departments that have adopted these people must be responsible for communicating the purpose and meanings of these guidelines. In these guidelines, the Group refers to group companies and includes companies considered as substantially managed by us.
(3) Response to Compliance Violations
The Group will consider to take measures such as disciplinary action, including dismissal, against behaviors deemed to violate these compliance guidelines.
To promote compliance, we have established the Compliance Committee, chaired by the president of DIGITAL HEARTS HOLDINGS Co., Ltd., and it consists of directors and corporate auditors of the holding company, presidents of group companies, and others. In addition, each group company will establish and educate its own rules according to the region and businesses characteristics, based on these compliance guidelines of the Group.
(5) Whistleblowing contact points of the Group
The Group's internal reporting system has been established as follows as a whistleblowing contact points for reporting and consulting cases in which employees and others become aware of any compliance problems. As a result of reporting compliance issues, whistleblowers will not be treated disadvantageously by the Group. If it is determined that an employee has been treated disadvantageously, we will investigate the case and respond to it.
■ Whistleblowing contract points of the Group
E-mail: (Internal Auditing Department) firstname.lastname@example.org
3 Compliance action guidelines
(1) We will comply with all laws, social norms, internal rules, etc. in Japan and overseas, and act in good sense as a member of society.
(2) We will respect customer or client comments, give top priority to customer or client satisfaction, and provide a variety of services.
(3) We will strictly manage personal information and customer or client information. We will not illegally obtain information from third parties or infringe on intellectual property rights.
(4) We will not engage in illegal trade or any conduct that would impede fair competition.
(5) Our group does not go beyond the bounds of socially accepted norms in providing and receiving entertainment and gifts to and from business partners. In addition, we will comply with relevant laws and regulations with regard to relationships with public officials equivalent thereto.
(6) We will conduct sound businesses activities and disclose information in a legal and appropriate manner. In addition, we will not undermine the relationship of trust with investors or business partners, such as insider trading or illegal accounting.
(7) Our group respects human rights and does not engage in discrimination or harassment. We will also create a healthy and comfortable work environment that ensures safety and health.
(8) We take a firm stance and have no relationship with any anti-social forces that pose a threat to the order and safety of civil society.
4 Supplementary Provisions
Revisions to these guidelines will be resolved at our board of directors.