「Possibility of Chemistry.」Denka Co.,Ltd.

Governance and CSR Promotion Structure

As of June 22, 2016

Corporate Governance

We have adopted an Audit & Supervisory Board System as the basis of our Corporate Governance System. Said board includes two outside members to assess operations and management, thereby ensuring that our business properly serves stakeholders.
Similarly, the Board of Directors has two (three from June 19, 2015 onward, details explained in the following) independent outside members. Moreover, there are no hierarchical relationships between directors, so each is free to oversee and supervise business execution.
Moreover, we have in place a Management Committee, composed of directors, members of the Audit & Supervisory Board and selected executive officers, to streamline and accelerate deliberation on important managerial matters. For individual items entailing budget planning and capital investment, we set up special committees or deliberative councils by function.
With the aim of enhancing its corporate governance, Denka has clarified the separation of executive officers’ business execution and the Board of Directors’ supervisory functions.
To further enhance management transparency and soundness, we increased the number of outside directors (from two to three) while reducing the total number of Board members (from 12 to 10) based on a resolution passed at General Meeting of Shareholders held on June 19, 2015.
The three outside directors and two outside Audit & Supervisory Board members are all registered as independent directors/auditors under the rules of Tokyo Stock Exchange Inc. They maintain sufficient independence while retaining extensive knowledge in their areas of specialty, ensuring the stringent supervision of the Company’s management.
Looking ahead, we will strengthen our management structure through aggressive expansion while introducing preventive initiatives as we aim to better adapt to the globalization of our operating environment and the advance of information communication technologies.

Corporate Governance

CSR Promotion Structure

To promote its CSR activities, Denka established a CSR promotion structure spearheaded by the president and consisting of the CSR & Corporate Communications Department and other specialized bodies.
When major issues arise, specialized committees under the direct control of the president decide on actions to be taken. The CSR & Corporate Communications Department has been systematically developing an in-house structure to promote CSR, facilitating the understanding of all Group employees to ensure their wholehearted engagement in CSR activities and publishing these activities’ results in the CSR report.

CSR Promotion Structure