Governance

Corporate Governance

The DOWA Group positions the strengthening of corporate governance as one of the highest management tasks, and we are working on group-wide efforts to develop and operate a system that is effective and efficient in contributing to society and for internal control.

For details, please refer to the report on our corporate governance.

Corporate Governance System

　At the DOWA Group, in order to operate the organization soundly and efficiently, and at the same time to speed up decision making and to boost management efficiency, in addition to adopting an executive officer system, we have adopted a holding company system and have separated our business divisions into subsidiaries. In addition, by establishing the board of corporate auditors, and by appointing outside directors, we are trying to ensure the soundness of management.

Board of Directors and Directors

　The company's board of directors consists of eight directors, including two outside directors, with four corporate auditors, including three outside auditors, attending. With regards to their decisions for business execution and the supervisory function of the board of directors, we evaluate the effectiveness of the board of directors every year with the aim of continuous improvement.

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Compliance

Within the DOWA Group, we have positioned “legal compliance” as the foundation for corporate management, and based on the "DOWA Group’s Values and Code of Conduct", we are working on measures to strengthen internal control and education as core areas. In addition, each company in the DOWA Group aims to improve the awareness of compliance as they deal with the annual internal audit.

Internal Control Activities

　In order to strengthen corporate governance in the DOWA Group, the holding company and each group company share the basic policy and basic system for internal control, and by utilizing the uniqueness of each company for specific activities, we are aiming for an effective and efficient internal control according to the holding company system.

Internal Audit

　The internal audit based on the internal audit rules prescribed by the DOWA Group involves all corporate activities, such as the accounting audit, legal audit and safety & environmental audit. It is implemented with the cooperation of each relevant department and each group company. The audit results are reported to the directors, auditors and the relevant departments. In FY 2017, as part of strengthening internal control, we conducted internal audits at 10 domestic companies, and overseas we conducted internal audits at 13 companies in Southeast Asia and China.

Please refer to our annual report on the basic policy and operation status with regards to the internal control system.

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Risk Management

The DOWA Group works on risk management with the goal of properly controlling risks that may hinder the realization of our business philosophy and achievement of our business plans, and to fulfill our social responsibilities, and to contribute to the improvement of our sustainable corporate value. Among the risks surrounding the group, the board of directors is responsible for “business risks” and the environmental and safety department is responsible for “CSR risks” in cooperation with other departments.

Business Continuity Plan (BCP) Initiatives

　In addition to large-scale earthquakes, by regions and offices the DOWA Group has formulated business continuity plans (BCP) for natural disasters such as typhoons and floods caused by torrential rain that have been increasing in recent years. We are working to avoid risks in order to continue business activities in emergency situations. We revise the BCP on a regular basis, and in FY 2017, 17 operating subsidiaries revised their BCP assumptions, response procedures and recovery schedules. In addition, measures are being promoted that incorporate practical activities such as revision of disaster-related manuals and the addition of stored items.

Survey of BCP Formulation in Supply Chain

　The DOWA Group mainly deals with B to B business, and since a disruption of the supply chain has a big impact on the production and sales of customers that we deliver to, through CSR procurement, we are checking with major suppliers about their status for formulating BCP with regards to rapid business restoration and continuation in the event of a disaster. For suppliers who have not yet formulated such plans, we explain the importance of the initiative and request strengthening of their BCP measures. Also, when natural disasters such as heavy snowfall or typhoons occur, the procurement department at the head office promptly confirms the impact on production and shipment based on the list of supplier production sites by region.

Implementing company-wide disaster drills

　We carry out company-wide disaster drills once a year. We set up emergency headquarters at each level of the holding company, operating companies and business divisions, and we aim to maintain and improve initial response capabilities such as confirming the safety of our employees and reporting the damage situation between each emergency headquarters. Also, in FY 2017 we began introducing safety confirmation calls using smartphones for employees and their families.

DOWA Consultation Desk

　In order to encourage early detection of risks associated with corporate activities, and aiming for employees to feel more secure and comfortable in the workplace environment, we have set up a "DOWA Consultation Desk" that allows direct consultation with external lawyers. Confidentiality concerning the report, and that the person reporting is not subject to disadvantageous treatment, are both guaranteed, and it becomes commonly known through the intranet, posters and group reports.

　Moreover, in order to build a healthier partnership with suppliers and cooperating companies, we have also set up a point of contact at the DOWA Consultation Desk for these external stakeholders, and have also made it possible for employees of suppliers and cooperating companies to use it. At this point of contact, confidentiality is kept for the consultations made and opinions given, and we respond promptly and appropriately.

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Participation in international organizations and consortium

Since 2009, the DOWA Group has participated in the Global Compact (UNGC), which are voluntary action principles for companies advocated by the United Nations. Toward the sustainable development of society, we respect the 10 principles in the four fields of “human rights, labor, environment and anti-corruption” of the Global Compact, and are working to ensure that they are practiced.

Global Compact Network Japan

　We reflect the principles of the Global Compact, such as respect for human rights and elimination of child labor, in the formulation of our CSR procurement policies and guidelines. The Dowa Group participates in the "Supply Chain Subcommittee" of Global Compact Network Japan, which consists of UNGC participating companies. At the same time as sharing the latest CSR trends and specific examples of each company, we are working to address the issues.

Initiatives for human rights and anti-corruption

　Based on the 10 principles of the UN Global Compact, the DOWA Group prohibits unfair discrimination, child labor and forced labor due to nationality, race, ethnicity, religion, gender, age or disability, and works to prevent corruption. Regarding human rights, we conduct a questionnaire annually of our operating subsidiaries, including offices overseas, and work to understand the current situation.

Towards responsible mineral procurement

　In recent years it has been pointed out that ore mined in conflict areas around the world has been used to fund armed groups and to prolong such things as civil wars, causing great human right violations for workers and local residents. In the U.S. financial regulatory reform bill enacted in 2010 and which aims to cut off the source of funding for armed groups, companies that are listed on the US stock market are obliged to disclose information on the usage of four kinds of minerals, such as gold and tin that originates in the conflict area of the Democratic Republic of Congo (DRC) and its neighboring countries.
　At the DOWA Group, in order to support responsible mineral procurement, the two companies Kosaka Smelting & Refining and Eco-System Recycling obtained certification that their smelting sites are free of conflict minerals. We provide gold and tin which a third party has certified is not derived from conflict minerals.