Corporate Governance System

The DOWA group adopted the executive officer system to soundly and effectively operate organizations, fasten decision-making and for effective management. The group also adopted the holding company system to separate business units from the holding company as subsidiaries.
We also strive to ensure sound business management, focusing on enhancement of corporate governance through internal controls. This is done to improve quality and efficiency of management to implement open, highly transparent management, based on the DOWA Group's Values and Standards of Conduct.


As of March 2016

Types of organization Company with auditors
Number of directors 7persons
(No. of directors designated in the article of incorporation: 13 persons)
No. of external directors included 2persons
(1 of them is designated as an independent officer)
Term of office of directors designated in the article of incorporation 1year
Chairman of Board of Directors President
No. of auditors 4persons
(No. of auditors designated in the article of incorporation: 5 persons)
No. of external auditors included 3persons

As a general rule, the Management Executive Committee, which includes the Board of Directors and executive officers, is held once a month to promote information sharing. Each Auditor conducts audits on the execution of duties by the Directors and in principle reports at the Board of Auditors meeting, which is held once a month, to ensure the effectiveness and efficiency of the audit.

For disclosure etc. based on each principle of corporate governance code, please refer to our Report Web pertaining to Corporate Governance. (Japanese only)

Internal Control Activities

To strengthen corporate governance, we encourage each company in the group to share the basic policy and the system of internal control with DOWA Holdings (Holdings Company) and also entrust each company to conduct their own activities which shall exploit each company's uniqueness. This ensures effective and efficient internal control based on 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 accounting audit, legal audit, safety and environmental audit etc. Our CSR department and each of the related departments and group companies cooperate with each other and conduct the internal audit, and report its results to the directors, auditors and relevant departments.

In FY2015, we conducted briefings at 7 domestic bases, internal audits in 14 companies and overseas internal audits in 15 companies in North America, South East Asia and China, as a part of strengthening the internal control.

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

Risk Management

The DOWA group addresses risk management to properly control risks that may hinder the realization of our business philosophy and achievement of our business plans, and to fulfill our social responsibilities, and contribute to the improvement of our sustainable corporate value. Among the risks that beleaguer the group, the board of directors is responsible for the "Business risks" and the CSR department is responsible for the "CSR risks" in cooperation with other departments.

Business Continuity Plan (BCP) Initiatives

The DOWA group has prepared a business continuity plan (BCP) by location and business entity to respond to natural disasters, such as large-scale earthquakes, typhoons, floods caused by torrential rains etc., and is making efforts to avoid risks so that business activities can continue when there is an emergency. BCP was reviewed on a regular basis and in FY2015, 24 business subsidiaries reviewed the supposed targets and countermeasures of BCP.
In addition, we strive to maintain and improve the initial response capability by conducting emergency drills once a year, establishing initial emergency response headquarters at an enterprise level and in business companies and each division of the business unit, confirming safety of employees and reporting the damage situation between each emergency response headquarters.

Survey of BCP Formulation in Supply Chain

The DOWA group mainly deals with B to B business and a disruption of the supply chain means a strong impact on the production and sales of customers at delivery destinations, therefore, through our CSR procurement, we are checking the formulation of BCP regarding rapid business restoration and its continuation in the event of a disaster, for the benefit of our main partners. For the business partners who are not yet decided, we explain the importance of the initiatives and request strengthening of BCP countermeasures.

DOWA Hotline Desk

With an aim of encouraging the early detection of risks associated with corporate activities and making employees find the workplace environment safer and more comfortable, we have established a "DOWA Hotline desk" that allows direct consultation with corporate lawyers. This is announced conducted through intranet, poster, etc. in which the confidentiality of reporting, etc. is maintained and guaranteed that the whistleblower is not subjected to unfair treatment. To build a healthier partnership with business partners and collaborating companies, we have opened the window of the DOWA Hotline desk outside the company so that it can be availed by the employees of business partners and collaborating companies. At the desk, we maintain the confidentiality of consultations and opinions received and respond promptly and appropriately.

Relationship with National and Local Governments and Industries

The DOWA Group is promoting activities related to public policies such as international collaboration, participating in councils and forums at government and industrial organizations, solving social issues, establishing and reviewing legal systems.

Example of Participation

DOWA Holdings President and Representative Director, Masao Yamada

February 2013-present Member of the Central Environment Council, Ministry of Environment
December 2012-present Chairman of the Waste Recycling Subcommittee, the Environmental Safety Committee, Keidanren
(Japan Business Federation)

We are actively participating in international conferences hosted by Government agencies in Japan and other countries and are contributing to various policies from the industrial standpoint.

Participation in International Organizations and Consortiums

The DOWA group has been participating in the UN Global Compact (UN GC), which is a voluntary international corporate citizenship advocated by the UN, since 2009. The DOWA group is committed to respecting and implementing the GC's ten principles in four areas of the Global Compact of human rights, labor, environment and anticorruption - these are geared towards sustainable development of society.
Even in formulating CSR procurement policies and guidelines, we reflect the principles of global compact, such as respect for human rights and elimination of child labor.

Ten Principles of Global Compact

Human Rights
  1. Businesses should support and respect the protection of internationally proclaimed human rights
  2. Make sure that they are not complicit in human rights abuses
  1. Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining
  2. The elimination of all forms of forced and compulsory labor
  3. The effective abolition of child labor
  4. The elimination of discrimination in respect of employment and occupation.
  1. Businesses should support a precautionary approach to environmental challenges.
  2. Undertake initiatives to promote greater environmental responsibility.
  3. Encourage the development and diffusion of environmentally friendly technologies.
Corruption Prevention
  1. Businesses should work against corruption in all its forms, including extortion and bribery.

[ Global Compact Network, Japan ]


In the DOWA Group, we have positioned "Legal Compliance" as the fundamental of corporate management and are working on measures to strengthen internal control and education based on the "DOWA Group Values and Code of Conduct."
In addition, each DOWA Group company aims to improve the awareness on compliance by handling the annual internal audits (legal audits).

Our Efforts for Human Rights and Corruption Prevention

The DOWA group is committed to prohibiting discrimination against nationality, race, ethnic group, religion, sex, age and disability; child labor; forced labor; and tackling corruption under the ten principles of the UN Global Compact. We strive to understand the circumstances relating to human rights considerations by continuing to conduct annual surveys in our subsidiaries both in Japan and other countries.
In FY2015, we visited four Indian operating subsidiaries to conduct field visits and interviews. They are for promoting efforts towards human rights, based on a policy prohibiting employment, especially child labor and we confirmed that they are not being done.
Regarding the prevention of corruption, we explained using case examples and implemented group work initiatives to prevent corruption at the Internal Control Handbook briefing session.

Our Efforts for Human Rights and Corruption Prevention

TOPICSAcquisition of Certification for Conflict Mineral-free Smelter

Conflict minerals refers to gold, tantalum, tin, and tungsten produced from the Democratic Republic of the Congo and its neighboring countries which are the sources of funding for armed groups and anti-government organizations in the area. In the United States, the "Wall Street Reform and Consumer Protection Law" (commonly known as the Dodd-Frank Act), has stipulated the US-listed companies to check whether their own products include "conflict minerals" related to fraud, such as human rights violations and report to the US Securities and Exchange Commission.

It is not easy to track the minerals contained in the materials and parts of several products till the most upstream mine. For this reason, EICC, which is a group of companies promoting CSR in the electronic industry and GeSI, which promotes sustainability in the ICT sector, conduct a program (CFS certification system) that audits the smelter closest to the upstream and certifies it as "free conflict-free smelter."

Acquisition of Certification for Conflict Mineral-free Smelter

In the DOWA group, the Kosaka Smelting and Refinery Co., Ltd., which is a compound recycling smelter, had its gold certification in FY2012 and tin certification in FY2014 and we continue to update the certification every year since obtaining the CFS certification for gold in FY2013 in the ecosystem recycling that carries out precious metal recycling (secondary refining). In the CFS certification program, an independent third-party institution verifies the process of analyzing procurement materials of smelter/refinery, verifies the method of deciding suppliers and the appropriateness of definition of recycled materials, etc. through on-site audit and document verification and determines whether all the ores and raw materials handled are collected from conflict-free mines and mineral deposits or if they are the materials derived from recycling.

We will continue to promote CFS certification by promoting risk management, partner monitoring, in-house education, etc. so that customers can use conflict-free gold and tin without fear of human rights violation.

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