Dexerials’ management philosophy is "Integrity - Have Integrity and Sincerity," and in accordance with this we recognize that in order to try and improve the corporate value, and to live up to the expectations and trust placed in us by all the stakeholders who support the corporate activities, the establishment of corporate governance is an extremely important issue. Based on this fundamental way of thinking, the management's transparency and objectivity is ensured through the composition of the board of directors, due to independent outside directors making up the majority.
Dexerials’ Board of Directors consists of three internal directors and four outside directors; meaning that outside directors comprise the majority of board members. The outside directors each have extensive experience and knowledge as managers or experts in their field and are able to perform their supervisory functions from an independent perspective. For business execution, nine executive officers are selected and authority is delegated to them. This system is designed to separate business execution from supervisory functions, improve management transparency, clarify management responsibilities, and lead to faster decision-making.
Dexerials has established an Audit and Supervisory Board in accordance with the Companies Act. The audit and supervisory board is comprised of three independent outside audit and supervisory board members, and together with ensuring transparency, it carries out an auditing and supervisory function of Dexerials’ management. The outside audit and supervisory board members exchange ideas with representative directors, attend important meetings, access to important documents, survey important assets, participate in department hearings, and investigate subsidiary companies, while at the same time coordinating with the internal audit department and independent auditors to enhance the audit's effectiveness and efficiency. Furthermore, all members of the audit and supervisory board have a considerable degree of expertise concerning financial affairs and accounts.
Dexerials’ Internal Audit Department strives to implement an effective and efficient audit, establishes an internal control system, for Dexerials and its group companies, and audits the status of their implementation of and compliance with their respective compliance and risk management system, and also in regards to the results of the internal audit, periodically reviews the status of enhancements, and reports those details to the representative director and president, the audit and supervisory board and any related departments.
In regards to Accounting Audits, we have entered into an accounting audit contract with PricewaterhouseCoopers Aarata LCC (“Independent Auditor”), who carries out an accounting audit in accordance with the Companies Act and the Financial Instruments and Exchange Act. There exist no particular common interests between the Independent Auditor and Dexerials as well as between Dexerials and the staffs of the Independent Auditor who are assigned to audit Dexerials. Furthermore, the Independent Auditor takes measures to ensure that the same staff of the Independent Auditor will not continue to be engaged in Dexerials’ audit for such a period which exceeds a certain criterion.
The Risk Management Committee has been established as the agency for Group-wide management of interdepartmental risk. The Committee is composed of 11 subcommittees in specialized fields, which gather and evaluate risk information and take countermeasures centering on risks related to business operations. Risk managers regularly meet with each subcommittee manager to confirm the major risks in each subcommittee and the progress of appropriate countermeasures. If a risk materializes, it is reported to the Risk Management Committee via the information transmission route stipulated by the company. The Board of Executive Officers then deliberates on the response and reports to the Board of Directors regarding risks that may have a serious impact on management.