About Corporate Governance at DIGITAL HOLDINGS group.


Basic Policy on Corporate Governance

The corporate creed of the Company calls on every employee to act as their own company president by practicing independent decision-making, implementation, involvement, and closure. We call this mind-set ism. We have made it our mission to support businesses and people who take up the challenges of achieving growth, create generation-changing innovation, and emerge as engines of prosperity for the world of the future. With our marketing business at the core, we are taking a bold approach to the vast opportunities offered by the Internet age, incessantly create new services, and in so doing aim to contribute to the prosperity of the next generation of humankind.
In order to achieve these objectives, fully developed corporate governance is indispensable. To this end, the Company maintains the following fundamental corporate governance policies.

  1. Respect the rights and ensure the equality of shareholders.
  2. Practice appropriate corporate disclosure and ensure transparency.
  3. Ensure effective supervisory functions controlling the business execution by directors.
  4. Have due regard for the interests of shareholders and all other stakeholders and maintain an open dialogue.

Outline of the Corporate Governance System

The Company maintains the following corporate governance system.

1. The Board of Directors

Our Board of Directors comprises ten directors including four directors serving as audit and supervisory committee members. The board holds regular monthly meetings. Extraordinary meetings are held when necessary. Directors strive to ensure between them close information exchange and emphasize communication and swift decision-making. Meanwhile, directors serving as Audit and Supervisory Committee members fulfill supervisory functions at the Board of Directors and work to ensure a fully fledged corporate governance system.

2. The Audit and Supervisory Committee

Our Audit and Supervisory Committee consists of four independent external directors. The committee holds regular monthly meetings. Committee members attend Board of Directors' meetings and conduct audits based on the business execution of directors who are not audit and supervisory committee members. The director who chairs the Audit and Supervisory Committee actively attends and offers opinions, etc., also at other important company internal meetings and in this way performs at the Company and at the entire Group the functions expected of this position.

3. Internal audit division

Our internal audit division is under the direct control of the President and CEO. As an organization it is fully independent of other divisions. The internal audit division is charged with conducting internal checks to verify that operations and the various regulations are appropriately executed at the Company and at the entire Group.

4. Accounting audits

The Company maintains in accordance with the Financial Instruments and Exchange Act an accounting audit agreement with KPMG AZSA LLC. The names of the certified public accountants who executed the audit for the fiscal year ended December 31, 2019, and the composition of the assistants involved in the audit work are stated below.

  1. Names of the certified public accountant who executed the audit
    Designated limited liability partners, Executive partners: Mamoru Yamamoto, Masaki Sugiyama, Tooru Narushima
  2. Composition of assistants involved in the audit work
    Seven CPAs and eight other personnel members

5. Nomination and Remuneration Committee

In order to strengthen the independence, objectivity, and accountability of the Board of Directors in its functions, We maintains a Nomination and Remuneration Committee established as an advisory organ to the Board of Directors, which deliberates on the election of directors and the appropriateness of the remuneration regulations and remuneration amounts of directors, among other things.

Reasons for adopting the current corporate governance system

For the Company to promote management distinguished by its priority on compliance and high transparency while advancing objectives such as the maximization of the Company's enterprise value, realizing fair business management in observance of laws and regulations, and fulfilling the Company's corporate social responsibility, we have adopted a corporate governance system that enables the separation of business execution and audit functions and allows for checks by experts in their fields such as external directors, etc. Additionally, for preemptive measures for the prevention of business risks and for identifying and mitigating problem issues at an early stage, the Board of Directors, the accounting auditor, and the internal audit division maintain close contact and have established frameworks for regularly scheduled audits conducted from their respective viewpoints.

Schematic diagram of the corporate governance system