DOWA CSR REPORT 2015

Governance

Corporate Governance System

The DOWA group adopted the executive officer system to soundly and effectively operate organizations, fasten decisionmaking 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 2015)

Types of organization Company with auditors
No. of directors 6 (No. of directors designated in the article of incorporation: 13)
Of which are outside the company directors 1 (Designated as an independent officer)
Term of office of directors designated in the article of incorporation 1 year
Chairman of board of directors President
No. of auditors 4 (No. of auditors designated in the article of incorporation: 5)
Of which are outside the company 2

As of June 24, 2015, the structure has been modified to 7 directors (includes 2 outside directors), and 4 auditors of which 3 are outside auditors.

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 FY2014, as part of strengthening the existing internal control, briefings were conducted at 7 locations and internal audits were conducted in 14 companies in Japan. Also, outside Japan, internal audits were conducted in 15 companies in North America, Southeast Asia and China.

internal audits in 15 companies outside Japan , internal audits in 14 companies in Japan

Overview of the Internal Control System

The internal control system must be revised continuously to match the changes in the business contents and social environment, and we will continue to maintain the system in a much stronger manner.

  • Our company will appoint an executive officer to separate the executive function from the board of directors, and attempt to strengthen the supervisory function of the board of directors.
  • We will define the authority and responsibility for each job position, by administrative regulations, such as regulations of the board of directors or regulations of administrative authority etc. Additionally, we will ensure compliance of laws & regulations, articles of incorporation and social norms, by self-study by directors and employees and various types of education.
  • We will develop and operate a system to ensure the reliability of financial reporting.
  • We will handle anti-social forces systematically with a resolute attitude. Further, we will also cooperate with the police and other relevant organizations or corporate lawyers if required.
  • We will aim for prevention and early detection of fraud and misconduct by setting up a DOWA Consultation Desk and conducting internal audits, and take appropriate measures as necessary.
  • To understand and avoid risks, our company will implement rigorous inspections by the board of directors, when deciding important matters. Further, we will endeavor to improve the response capabilities during an emergency and construct a communication system for the group companies to collaborate.

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.

Risk list

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.
Further, we have established a mechanism to quickly perform safety checks of employees when natural disasters, including large-scale earthquakes occur. Safety check training is held every year at the headquarters.

Relationship with Central and Local Governments and Industrial Groups

The DOWA group participates in committees and forums sponsored by central and local governments and the industrial community and promotes activities related to public policies including reviewing proposals and measures, formulating and reviewing legal systems and international cooperation, aimed at resolving social concerns. Further, we actively participate in international conferences held by Japanese and other overseas governmental agencies and contribute to preparing policies from the viewpoint of the industrial world.

Example of participation

DOWA Holdings, President and representative director Masao Yamada

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

Lecture at the Environmental Summit in India

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In November, 2014 the "Wastech International Summit & Expo" was held in the state of Gujarat in India. Many stakeholders participated from Asian and Western countries, including the Chief Minister of Gujarat, Ms. Patel. Solutions based on the 4R principles were explored for the various problems related to waste management being faced by India, and proposals and ideas were exchanged for sustainable development. Mr. Yamada, President, DOWA Holdings Co. Ltd., was invited as a guest speaker. Under the title "Experience & Best Practices in Waste Management in Japan", he introduced the history and techniques of waste management in Japan since the high-growth period and the new initiatives of "Waste to Energy" etc.

Participation in International Organizations and Consortiums

The DOWA group has been participating in the UN Global Compact (UN GC) since March 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.

<Global Compact Japan Network> http://www.ungcjn.org

Human rights , Labor , Environment , Corruption prevention

Compliance

The DOWA group places strict "Compliance" as the basis of our corporate management and is promoting such measures as strengthening of internal control and education, based on the standard of conduct of our group.
The DOWA group set forth Standards of Conduct to attach importance to the philosophy that a company is part of society, which comply with laws and regulations and take a sensible course of action, and continues to work independently towards creating a good life for all and building a resource-recycling society.

DOWA Hotline Desk

We set up the "DOWA Hotline Desk" and inform the existence of the Desk through in-house posters for the purpose of making workplace safer and more comfortable. Through this Hotline Desk employees can consult about general business ethics directly with corporate lawyers. The service protects the privacy of the consultations and opinions that were asked, and responds quickly and appropriately.

DOWA Hotline Desk

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 surveys in our subsidiaries both in Japan and other countries. Further, in FY2014, the CSR department conducted a local visit and interviews at our overseas business subsidiary in Thailand.

Study Session for Human Rights Risks

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A study session with the theme "Corporate Social Responsibility and Human Rights" targeting employees was held in December, 2014 in DOWA Group's E&E Solutions. In the study session, employees attended lectures on "UN guiding principles on business and human rights" etc., in order to introduce the viewpoint of human rights risks in environment and social considerations confirmation and environmental due diligence, which are the businesses of this company. Further, they deepened their understanding on labor and human rights risks in a supply chain by implementing a workshop using the bow-tie method of risk management, using the 2 cases of occupational accidents and child labor outside Japan as examples.

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