Governance
Corporate Governance
Governance System
The DMC Board of Directors has responsibility for making business management decisions through active discussions and reinforcement of supervisory functions over the Company’s management activities. The Board of Directors is composed of eight Directors, and Board Meetings are held to address important matters regarding monthly management activities and to report the state of business execution.
DMC also holds Management Meetings with the participation of Directors, external advisors, and other appropriate individuals to reinforce prompt decision making, supervisory, and business execution functions. At Management Meetings, members thoroughly discuss basic measures regarding business, management policy, management plans and other important issues submitted by divisions and departments prior to Board Meetings, which enhances the optimization of decision making.
In addition, Group Company Meetings of USCO, the parent company of DMC, are held with the participation of top management of each group company to report the state of business performance of each group company, discuss and make decisions regarding business strategy and operation as USCO Group.
Audit System
DMC has two outside corporate auditors (part-time) qualified as tax accountants who conduct accounting audits and verify the appropriateness of financial information.Regarding matters related to the status of business operations, the supervisory authority of shareholders has been strengthened to supervise compliance of the execution of business by the Board of Directors in accordance with laws and regulations. Shareholders have the right to request the convocation of a Board of Directors Meeting in the event that a director acts outside the scope of the purpose of the Board of Directors, and to express their opinions at the Board of Directors Meeting.
Compliance
With 34% of its total production taking place in global markets, compliance with both domestic and overseas laws, regulations and social norms is the top DMC priority in all business activities. DMC strives to ensure compliance throughout the organization. In FY2022, no serious violations of laws and regulations were reported.
Prevention of Bribery
DMC recognizes bribery and corruption as serious risk factors that have the potential to signifi cantly damage the reputation of the company, and is committed to preventing illegal acts as well as scandals due to a lack of awareness.
In accordance with the Basic Policy on Gifts and Entertainment, DMC prohibits not only inappropriate compensation for public servants and representatives of private companies, including gifts, entertainment, and benefits, for the purpose of gaining or maintaining business, but also the promise, offer, or approval of such inappropriate compensation. DMC also established a system that specifies standards and approval processes for expenses regarding dining with business partners, and continues providing business partner management, education, and enlightenment activities for the executives and employees. Specifically, we fully share rules, such as requiring advance application for and detailed reporting after the use of customerrelated entertainment expenses to prevent bribery and corruption. Any violation of these rules triggers the implementation of corrective measures and strict action against violators.
Whistle-Blower System (Hotline)
For various types of reporting and consultation on problems and other issues that arise in the workplace, DMC Group has established internal and external consultation desks that are available to all employees at any time for early detection and resolution of problems. DMC confirms the content of reports and consultations, takes corrective action and provides guidance. We also provide follow-up support to confirm that employees are not treated unfairly in order to provide appropriate protections. We received two reports and consultations in FY2022.
To establish a framework to accept reports and provide consultations for violations of compliance and harassment policy in business activities, we have established consultation desks at Human Resource & General Affairs Divisions at DMC and General Affairs Division at USCO.
At our Indonesia Factory, we have established a communication forum* and have developed our own reporting system based on the reporting process stipulated in our company regulations. In addition to serving as a whistleblower system, it is also used as a forum for communication among employees and with management.
* The Communication Forum is held monthly with 50 to 60 employee representatives coming together for a breakfast meeting (bread and drinks are provided). In addition to the head of the department in charge reporting on the current status of the company, other managers provide information that needs to be shared and a question-and-answer session is held.
Compliance Seminars
DMC strives to increase employee awareness of compliance through seminars. In FY2022, we conducted human rights seminars for managers led by external instructors, as well as seminars on harassment and human rights in each area. At the Indonesia Factory, compliance is promoted through monthly reporting meetings to confirm that the compliance targets set by the Corporate Management System Division are being met.
Information Security
DMC recognizes the importance of personal and other information received from our customers. In line with this, we have established a system to control such information and work to increase employee awareness and knowledge of the appropriate handling thereof to enhance the management system.
DMC has established “Information Management Regulations” and “Personal Information Protection and Management Regulations” for appropriate information management. We assign an Information System Manager and Personal Information Protection Manager in accordance with the regulations described above to ensure appropriate management and initiate measures for security. In FY2022, we provided nine Information Security Courses via email for all employees to make them aware of the dangers surrounding information security. In addition, we dispose of media that contain information requiring the management specified by the above-mentioned regulations after physical destruction to prevent the risk of information leak. Thorough information management over subcontractors includes the requirement for recycling subcontractors to issue certificates of completion after data destruction.
DMC is working to strengthen its network, including its security. As such, we launched an internal project in FY2022 and created internal regulations and information system manuals in preparation for meeting ISO 27001 certification standards in FY2023.
In addition, we enhanced information security by installing a fingerprint authentication system for entry to and exit from the Indonesia Factory to prevent unauthorized entry and information leakage.
Risk Management
Risk Management System
DMC places a priority on risk management to accurately recognize risks that may have a significant influence on corporate value and business continuity, and strives to minimize damage by such risks.
Every year, each division manager clarifies both internal and external issues to identify and evaluate risks associated with such issues. Measures for risk assessment and effectiveness are appropriately managed through monitoring in accordance with the management plan and targets set for each risk. Top management assesses appropriateness, validity, and effectiveness quarterly and shares its assessment with each division manager to realize effective risk management. At the Indonesia Factory, we identify potential risks and report on the progress of measures to deal with the identified risks at a meeting attended by all divisions once a month in an effort to prevent the risks from materializing.
Approaches to the Business Continuity Plan (BCP)
The DMC Group established and operates a BCP in preparation for emergencies to ensure the safety of human life and the continuation of business activities. When a large disaster occurs, we must continue to provide supplies to customers, which we believe leads to the promotion of employment and vitalization of the local economy.
For emergencies, we have established an organizational structure headed by the president and subleaders assigned to perform external response, restoration, financial management and logistics support. This structure is capable of receiving top-down instructions and securing information management.
In FY2022, we worked to incorporate the existing BCP Manual into a BCP Plan. However, we concluded that in order to apply the Manual in the event of an actual disaster, it must be reconsidered from the viewpoint of scope and materiality, and so we are moving forward with an emphasis on the development of each item.
In response to the pandemic, DMC strives to ensure infection control to protect the health of its employees and their families and to continue stable business activities. We will continue to develop responses according to the infection situation and strive to prevent the spread of infection through risk management in the unlikely event of an emergency.
We continue expanding the system of settlement, maintenance and revision of the BCP through periodical BCP education and training, and opinion exchange. We continue to improve our response to the BCP through opinion exchange with other companies and create effective business plans and structures for application in cooperation with our business partners, others in the industry and local communities.