Corporate governance

Basic policies for corporate governance

Under the basic philosophy on corporate governance of the Group, we have built an organizational structure that reacts quickly to changes in the business environment, relying on the high level of information resources and specialization of the Group. In addition to fortifying the business management of each company in the Group, we aim for continuous growth as a corporation and aim to be a company that society can trust by quickly and accurately making information public to our shareholders and to the wider world.
In the interest of achieving these aims, we established the WDB Group regulations (WDB Man's Standards) which stipulate the rules that all employees must follow in terms of internal controls, risk management, compliance, etc., and for which employees receive training.
Furthermore, we have enhanced our auditing system and, recognizing that one important issue for administration is the strengthening of corporate governance, we continue to promote transparency in management, the reinforcement of our information management system and complete compliance with laws and regulations.

Corporate governance

Our governance structure

The Board of Directors consists of eight members: three executive directors and five non-executive directors. Among the non-executive directors, three serve on the Audit and Supervisory Committee, and four are independent outside directors.

Responsibilities of internal directors (President & CEO, Senior Managing Director, and Managing Director)

Internal directors are responsible for making timely decisions based on business conditions and market trends, and for leading business operations.
In accordance with the Group’s fundamental policies, they formulate strategies across the entire Group and collaborate with the management teams of each group company to implement these strategies and achieve organizational goals.

Responsibilities of outside directors

To promote agile management and ensure top-down implementation of business strategies, internal directors are entrusted with the planning and execution of business strategies and managing operations. Outside directors, meanwhile, actively engage in discussions with internal executive directors—both within and beyond the Board of Directors—on key management issues, helping to maintain the appropriate direction of the company's overall management.
They also strengthen governance and risk management by providing expert insights from an independent standpoint, and offer advice and recommendations on response policies when risks materialize.
Due to our shareholder structure, there is a possibility—either actual or potential—of conflicts of interest arising between internal executive directors and general shareholders, including minority shareholders. As such, outside directors closely monitor such conflicts as critical governance matters.

Audits by the Internal Auditing Office and the Audit and Supervisory Committee

We established an Internal Auditing Office, which is independent of General Affairs and under the direct control of the President.
Based on the internal audit plan approved by the President, each department of the Company and all Group companies are subject to auditing and we conduct internal audits for legal compliance and efficiency. When points that need improvement are identified, the Office follows up until the improvements are implemented effectively and it ensures their appropriate implementation. Furthermore, such audit results are reported to the President and to the Audit and Supervisory Committee and we coordinate appropriately with the audit and supervisory committee members.

Internal controls committee

In the interest of ensuring that financial reports are appropriate, we established objective rules for evaluations and a reporting system, along with a Basic Policy Guide. Furthermore, with the aim of achieving appropriate operations as well as avoiding any major errors, we established our internal controls committee, and had our Internal Auditing Office conduct evaluations of the internal control procedures. In addition, the Internal Auditing Office work together with our accounting auditors whenever necessary to ensure the effectiveness of the internal controls related to the financial reports of the company.

Compliance and risk management committee

Compliance

The Group takes "compliance" to mean not only strict adherence to all laws and regulations, but also perceives it to mean imbuing our conduct with a moral and ethical basis. To achieve a corporate structure that would revolve around such conduct, we established the Compliance and Risk Management Committee and created a set of rules of conduct and compliance manual for the WDB Group, namely the WDB Man's Standards. Not limited to just complying with laws and regulations, the manual set forth ethical guidelines for the behavior expected of all WDB Group employees, and define our relationships with all stakeholders. These guidelines function as guiding principles across various aspects of our corporate activities, and we are committed to ensuring their thorough observance.
In addition to conducting periodic compliance training for our employees, we also organize compliance seminars for our business partners as part of our effort to increase awareness.

WDB Group human rights policy

In accordance with the United Nations Guiding Principles on Business and Human Rights, the Group respects human rights as defined in international norms such as the Universal Declaration of Human Rights, the International Covenants on Human Rights, and the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work, and prohibits discrimination based on nationality, ethnicity, gender, age, race, creed, religion, disability, sexual orientation, gender identity, and all forms of harassment. We prohibit discrimination and all forms of harassment based on nationality, ethnicity, gender, age, race, creed, religion, disability, sexual orientation, gender identity, and other factors. We do not tolerate forced labor, child labor, human trafficking, other forms of modern-day slavery or related activities.

Prevention of bribery

The Group shall not be involved, directly or indirectly, in any form of corruption (bribery, money laundering, embezzlement, etc.). In addition, in order to ensure fair transactions, we will provide entertainment, gifts, and other benefits to business partners only to the extent deemed socially acceptable and appropriate, and in accordance with internal rules.

Risk management

The WDB Group classifies risks into two main categories and has established specific policies for managing and responding to each. By implementing these policies, we strive to maintain stable business operations.

Incidents, disasters, and other operational risks

We have establish predefined response protocols for risks such as incidents, disasters, and other operational troubles, and we regularly conduct training to ensure employee preparedness.
when such risks have occurred in the past, we promptly assembled a response team led by the President & CEO to collect information, assess the situation, and estimate potential damage. Based on these assessments, we developed and implemented measures to minimize the impact. We will continue to take the same proactive approach to mitigate the effects of unforeseen events on the WDB Group’s business operations.

Risks related to changes in the business environment

Risks associated with changes in the business environment do not emerge suddenly; but rather develop gradually over time.
To detect such risks at an early stage, we closely monitor various indicators to assess the state of the business environment. Based on these assessments, we examine and formulate countermeasures at regular strategy meetings, and implement them across group companies.

Internal reporting system

We have established an avenue (Safe Line) for employees of the WDB Group to report suspected or actual misconduct or violations of the WDB Man's Standards, company policies and rules, or laws and regulations.

Committee for protecting personal information

From the perspective of safeguarding personal information, in order to enhance the trust of not only the employees of the WDB company but also that of the staff dispatched as human resources as well as job-change registrants, WDB created and operates a compliance program that includes rules on protecting personal information for which we were awarded Privacy Mark accreditation.

Elimination of antisocial influence

The Group takes a resolute stance in confronting any antisocial influence that might present a threat to the order and / or security of society and maintains social justice firmly in the face of unjust demands. In addition to maintaining a manual for handling such matters, we have established a section for dealing with them in the business management head office and have appointed an individual who is responsible for handling antisocial influences.