Corporate governance

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

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.

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.

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.

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.

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.

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.

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.