Governance Framework Emphasizing Objectivity and Independence
First written in FY2016. 6 of 13 entries say "Advanced", first in FY2020. Latest entry: 2026-06-22.
The whole theme swung hardest in 2023: 15 of 103 companies on the "Worse" side.
- 2026-06-22RestatedGovernance
「Independent officers committee」
コーポレート・ガバナンス体制図に独立役員委員会を含む体制が引き続き示されている。 - FY2026AdvancedAnnual report
「At the Company, the matter was referred to the Independent Officers Committee. After obtaining the approval of all committee members by 12 December 2025 and completing the internal approval process in accordance with the Company’s internal rules, we executed this memorandum on 15 December 2025.」
With respect to the business alliance and governance agreement with the parent company, the memorandum was executed after obtaining the approval of all members of the Independent Officers Committee and completing the required procedures, demonstrating that a deliberation framework emphasizing independence was used in practice. - 2026-05-28RestatedGeneral Meetings of Shareholders
「少数株主保護のために、取締役会の任意の諮問機関として設置した独立役員委員会からの、親会社との製品売買等の取引価格の基本的な考え方に関する答申結果を踏まえて、取引価格を決定しております。」
親会社化後の独立役員委員会による利益相反管理の運用が継続している。 - FY2025AdvancedAnnual report
「We established an Independent Officers Committee, composed of outside directors and outside corporate auditors, as an optional advisory body to the Board of Directors. The committee deliberates and considers important transactions and actions that could give rise to conflicts of interest between Dai Nippon Toryo Company,Limited and its group companies and the Company’s minority shareholders, from the perspective of protecting minority shareholders.」
As a response to conflicts of interest arising from the Company becoming a parent company, the establishment of an Independent Officers Committee composed of outside directors and outside corporate auditors was put into concrete form. - FY2023AdvancedAnnual report
「In addition, to have outside officers, external consultants and others monitor whether measures to prevent recurrence were being implemented in a timely and appropriate manner, we established the “Ashita no Shinto” Promotion Committee. Since June 2022, the committee has continuously reviewed progress once every 1–2 months and provided various recommendations.」
A system for continuous monitoring of measures to prevent recurrence by outside officers, external consultants and others was established and operated, with reviews conducted every 1–2 months. - FY2022AdvancedAnnual report
「Yagura Masako (矢倉 昌子) and Higata Ichiro (日潟 一郎) appropriately performed their duties as members of the Special Investigation Committee established as of 14 January 2022.」
It is stated that independent outside directors and independent outside corporate auditors participated in the investigation as members of the Special Investigation Committee, and that an oversight and investigation framework emphasizing independence functioned in practice. - FY2022-Q3AdvancedAnnual report
「On 14 January 2022, we established a Special Investigation Committee composed of external experts with no interests in the Company, the Company’s independent outside directors and the Company’s independent outside corporate auditors. The committee is currently investigating the facts surrounding the inappropriate conduct, analyzing its causes and making recommendations on measures to prevent recurrence.」
A Special Investigation Committee composed of independent outside directors, independent outside corporate auditors and external experts was established, giving concrete form to an investigation framework emphasizing objectivity and independence. - FY2021-Q3Appointment of a New Outside DirectorAnnual report
「Director Yagura Masako (矢倉 昌子) is an outside director.」
It is stated that Yagura Masako (矢倉 昌子) became an outside director as of 20 January 2021, marking a change in the outside director structure. - FY2020AdvancedAnnual report
「We have appointed 2 outside directors and designated those directors as independent officers.」
The number of outside directors designated as independent officers increased from the previous 1 to 2, strengthening the oversight framework’s objectivity and independence. - FY2019RestatedAnnual report
「We have appointed 1 outside director and designated that director as an independent officer.」
The policy of maintaining objective management oversight by independent outside directors and an oversight framework including outside corporate auditors is confirmed. - FY2018RestatedAnnual report
「Going forward, we intend to select independent outside directors based on the independence criteria established by the Tokyo Stock Exchange.」
The policy of emphasizing the selection of independent outside directors based on the independence criteria and objective oversight by outside officers remains in place. - FY2017RestatedAnnual report
「Going forward, we intend to select independent outside directors based on the independence criteria established by the Tokyo Stock Exchange.」
The policy of selecting independent outside directors and conducting objective oversight through outside directors and outside corporate auditors remains in place. - FY2016First statedAnnual report
「Going forward, we intend to select independent outside directors based on the independence criteria established by the Tokyo Stock Exchange.」
The oversight framework involving the selection of independent outside directors, outside corporate auditors, the internal audit department and various committees is described.