Corporate Governance

Corporate Governance Status

Basic concept

DIT considers compliance with laws and regulations, business transparency, and sound, continued improvement of corporate value as the most important elements in our business.
We developed the following corporate governance framework to allow us to engage in these areas while fulfilling our social responsibilities to shareholders and other stakeholders. We also believe it is important to continue strengthening this framework going forward by regularly assessing its functionality and implementing any necessary measures.

Information on the Company’s organization and internal control system

Corporate governance framework

Of the Company’s 9 Directors, four are outside Directors, and two of the three Audit & Supervisory Board Members are outside Audit & Supervisory Board Members. The Company views outside Directors and outside Audit & Supervisory Board Members as vital positions toward strengthening the supervisory functionality and auditing functionality of Audit & Supervisory Board Members. As members of the Board of Directors with voting rights, outside Directors participate in deliberations and voting, allowing them to improve the supervisory functionality of the Board of Directors. Also, by actively participating in Board of Directors meetings, outside Audit & Supervisory Board Members help ensuring management transparency, objectivity, and appropriateness.

Board of Directors

As a management decision–making body, the regular Board of Directors meets every month, with extraordinary meetings held when necessary, to ensure swift and accurate decision-making. The Board of Directors is expected to consider, deliberate, and decide overall business policies, strategies, and plans, as well as ensure a speedy, transparent decision-making process where responsibilities are clear by use of monthly financial and performance reports. Management issues are also shared and considered at Management Council meetings held at least once a month, and important issues are brought up at Board of Directors meetings to streamline the decision-making process.

Audit & Supervisory Board

DIT has an Audit & Supervisory Board, with Audit & Supervisory Board Members attending important meetings such as the Board of Directors meetings to grasp important decision-making processes. Audit & Supervisory Board Members also oversee business practices, monitor management and finances according to their various areas of expertise, and strengthen management oversight functionality. Audit & Supervisory Board meetings are held after the regular monthly Board of Directors meeting. These meetings allow Audit & Supervisory Board Members to share their opinions on various oversight-related issues. Also, once every quarter before the regular Board of Directors meeting, the Audit & Supervisory Board meets allow Audit & Supervisory Board Members to share their thoughts on audit report details before making a quarterly audit report at the regular monthly Board of Directors meeting. To strengthen the internal control framework, an Internal Audit Office has been established under the direct control of the President. This division oversees internal audits of all companies, subsidiaries, and departments based on the annual plan.

Relationship between Company institutions and internal controls