Basic Philosophy Regarding Corporate Governance
Our Group has adopted the following corporate philosophy.
Our Mission
Save the Digital World
Our Vision
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.
Our Values
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.
Company Organization
Board of Directors
Our Board of Directors consists of eight Directors, including five 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
Members:
President, Representative Director Toshiya Tsukushi (Chairman of the Board of Directors)
Representative Director and Chairman Eiichi Miyazawa
Outside Director Takashi Yanagiya
Outside Director Emiko Murei
Outside Director Ryo Chikasawa
Director, Full-time Audit and Supervisory Committee Member Masahide Date
Outside Director, Audit and Supervisory Committee Member Emiko Akatsu
Outside Director, Audit and Supervisory Committee Member Ikuyo Horiguchi
Audit and Supervisory Committee
Our Audit and Supervisory Committee consists of three Directors and Audit and Supervisory Committee Members, including two Outside Directors and Audit and Supervisory Committee Members. It holds meetings once a month in principle to conduct systematic and planned audits. The Audit and Supervisory Committee works with the Internal Audit Department and accounting auditors to audit and supervise the execution of duties by Directors.
Members:
Director and Full-time Audit and Supervisory Committee Member Masahide Date (Chairman of the Audit and Supervisory Committee)
Outside Director and Audit and Supervisory Committee Member Emiko Akatsu
Outside Director and Audit and Supervisory Committee Member Ikuyo Horiguchi
Nomination and Remuneration Committee
The Nomination and Remuneration Committee, which is composed of a majority of Outside Directors, serves as an advisory body to the Board of Directors to ensure the fairness and objectivity of decision-making regarding the nomination and remuneration of the Company's Directors (including Directors who are Audit and Supervisory Committee Members) and executive officers, as well as the Directors and corporate auditors of its major subsidiaries, thereby strengthening the corporate governance of the Group. The committee makes recommendations to the Board of Directors regarding the nomination and remuneration of the Company's Directors (including Directors who are Audit and Supervisory Committee Members) and executive officers, as well as the Directors and corporate auditors of its major subsidiaries. The Board of Directors makes its decisions with due consideration given to such recommendations.
Members:
Outside Director Takashi Yanagiya (Chairman of the Nomination and Remuneration Committee)
Outside Director Emiko Murei
Outside Director Ryo Chikasawa
President, Representative Director Toshiya Tsukushi
Representative Director and Chairman Eiichi Miyazawa
Internal Audits
One internal auditor belonging to the Internal Audit Office, which is under the direct control of the president and CEO, collaborates with an Audit and Supervisory Committee 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 Board of Directors, 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.
Corporate Governance Structure
Compliance Guidelines
1 Introduction
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.
(4) Organization
We have established the Compliance Committee, chaired by the President of DIGITAL HEARTS HOLDINGS Co., Ltd., and consisting of the Company's Directors and the Presidents of its group companies, to promote the Group-wide compliance framework. 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 Audit Department and Audit and Supervisory Committee) kansa@digitalhearts.com
Telephone :03-3373-0082
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.