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Outline of Corporate Governance
Unique Features of the Daito Group’s Governance System
Corporate Governance Basic Policy
The Company’s basic policy is to maximize corporate value for shareholders and all other stakeholders and to improve the transparency and efficiency of management. To this end, the Company defines the roles of management supervision and business execution to establish a prompt and efficient system for implementing management and business decisions. Through the participation of Outside Directors, it also seeks to achieve highly transparent management.
The Company has adapted a company with an audit & supervisory committee since June 2023, to clarify responsibilities for managerial decision-making, supervision and business execution, leading to stronger supervision and speedy decision-making.
The Board of Directors decides on matters stipulated in laws and regulations and the Articles of Incorporation and other important matters involving the Company and Group companies.
The Executive Management Meeting is chaired by the Representative Director and composed of Executive Officers designated by the Chief Operating Officer in each business area and the Board of Directors for the purpose of realizing policies decided on by the Board of Directors and discussing countermeasures to issues that involve multiple business areas.
A framework has been established in which the results of the Executive Management Meeting are reported to each member ofthe Board of Directors and the Audit and Supervisory Board so that specific problems and issues in the field can be promptly detected and responded to.
Directors responsible for each of the business areas of the Construction Business Headquarters, the Real Estate Business Headquarters, the Corporate Management Headquarters, and the Subsidiary Business Headquarters are appointed as Chief Operating Officers to decide on measures and execute business based on the business plans decided on by the Board of Directors and Executive Management Meeting.
Audit & Supervisory Committee
Established on June 27, 2023, the Audit & Supervisory Committee comprises four members, three of whom are independent outside directors. Two become standing members. The committee monitors, supervises, and audits the legality and appropriateness of directors’ execution of business based on Audit & Supervisory Committee regulations and the relevant in-house regulations.
Nominating and Remuneration Committee
The Company has established a Nominating and Remuneration Committee (chaired by the Lead Independent Outside Director) to study matters such as mutual evaluations of Directors and the composition of the board for the subsequent year. The Nominating and Remuneration Committee is composed of Representative Director and all Outside Directors who are not Audit & Supervisory Committee Members. Efforts are taken to curb autocratic decisions by the management team, including Representative Directors, and to strengthen governance functions by having the Nominating and Remuneration Committee participate in evaluations of Directors, examinations of the management structure for the next year, and performance-linked remuneration for Directors.
The Company has established a Governance Committee (chaired by the Lead Independent Outside Director) composed of three internal Directors, including Representative Director, and all Outside Directors. Efforts are made to strengthen supervisory functions with the Governance Committee, with a focus on deliberations concerning corporate governance.
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