In order to achieve sustainable growth and the continual increase of its corporate value, the Group strives to contribute to the creation of an abundant future for sei-katsu-sha, the growth of the economy, and the development of society as one of the world's preeminent corporate groups that leads advances in marketing and innovation generation through the power of creativity. By doing so, the Group fulfills the trust and expectations of its various stakeholders. For that purpose, the Company recognizes that one of its key management issues is enhancing the management and administration of the Group as a whole so that it realizes an environment that promotes independence and cooperation among the diverse operating companies under it and the cooperation of each company produces value greater than the sum of its parts. We will therefore endeavor to improve the Group's management and administration and to strengthen and enhance the corporate governance of the Group. As for the listed companies within the Group, we aim to respect their independence while also promoting collaboration as a Group.
Evolution of Corporate Governance System
* Hakuhodo, Daiko Advertising, YOMIKO ADVERTISING, and Hakuhodo DY Media Partners (scope later expanded to form the Group Full-Time Audit & Supervisory Board Member Liaison Meeting)
Corporate Governance Framework of the Hakuhodo DY Group
As of June 30, 2023
Board of Directors
Roles and Responsibilities of the Board of Directors
The Board of Directors, mindful of fiduciary and accountability responsibilities to shareholders and in accordance with the fundamental principles of the Group, provides overall guidance for the management of the entire Group with the aim of contributing to the creation of an abundant future for sei-katsu-sha, the growth of the economy, and the development of society. In doing so, the Board strives to appropriately assess the Company's performance, makes decisions on the execution of significant business, exercises effective oversight over directors and corporate officers, ensures accurate and proper information disclosure, and oversees the establishment and operation of internal controls and risk management systems.
Director Nomination Policies
The Company aims to bring about positive change in the world and realize a society in which sei-katsu-sha can flourish and live active lifestyles of their choosing. To accomplish these goals, we create new value for sei-katsu-sha by harnessing the creativity of employees and the integrative capabilities of teams in which individuals assert their creativity and respect that of others to further their mutual growth. This emphasis has led the Hakuhodo DY Group to become an organization boasting a level of diverse creative minds that is unprecedented on a global scale. We take a similar approach toward the Board of Directors. With due consideration paid to the overall balance of insight, experience, and skills of directors, we seek to nominate internal directors that are highly knowledgeable about the Group's operations along with multiple outside directors with extensive experience and wide-ranging insight. By assembling a unique and creative team on the Board of Directors, we look to ensure that the Board is able to contribute effectively to higher corporate value for the entire Group.
Director and Audit & Supervisory Board Member Skills Matrix
The backgrounds and areas of expertise of the Company's directors and Audit & Supervisory Board members are indicated by ◯ in the following chart.
Management
Finance
Human Resources
Corporate
Governance
CSR
Digital
Global
Creation and Cultivation of
Corporate Culture
Name
Position
・Management of
operating
companies
・Finance
・Accounting
・Human resources
development
・Diversity, equity,
and inclusion
・Legal
・Compliance
・Sustainability
・SDGs
・Technology
・Data / Systems
・International business
・Sei-katsu-sha Insight*1
・Commitment to Partnership*2
・Our people are our assets*3
Directors
Hirokazu Toda
Director & Chairman
◯
◯
◯
◯
Masayuki Mizushima
Representative Director & President
◯
◯
◯
◯
Hirotake Yajima
Director & Executive Vice President
◯
◯
◯
◯
◯
Masanori Nishioka
Representative Director &
Senior Executive Corporate Officer
◯
◯
◯
◯
◯
Akihiko Ebana
Director & Senior Executive
Corporate Officer
◯
◯
◯
◯
Motohiro Ando
Director & Senior Corporate Officer
◯
◯
Noboru Matsuda
Outside Director
◯
◯
◯
Nobumichi Hattori
Outside Director
◯
◯
◯
◯
Toru Yamashita
Outside Director
◯
◯
◯
◯
◯
◯
◯
Ikuko Arimatsu
Outside Director
◯
◯
◯
◯
Auditors
Osamu Nishimura
Full-time Audit & Supervisory
Board Member
◯
◯
◯
Tomoyuki Imaizumi
Full-time Audit & Supervisory
Board Member
◯
◯
◯
Kazuhiko Tomoda
Outside Audit & Supervisory
Board Member
◯
◯
◯
Shin Kikuchi
Outside Audit & Supervisory
Board Member
◯
◯
◯
Kimitoshi Yabuki
Outside Audit & Supervisory
Board Member
◯
◯
◯
◯
Note: This chart does not reflect all of the skills of the Company’s directors and Audit & Supervisory Board members.
*1 Sei-katsu-sha Insight is the foundation of our thinking and planning. It reminds us that consumers have heartbeats and are more than just shoppers performing an economic function. These unique, autonomous individuals that we refer to as sei-katsu-sha live in an increasingly diverse society. We believe that deeper insight into their lives is the source from which new value springs. That is why we make it our business to know sei-katsu-sha better than anyone else and to use that knowledge to make a stronger bridge between advertisers and sei-katsu-sha as well as media.
*2 Partnership is the way we do business, the starting point for all business activities. From the standpoint of sei-katsu-sha , we pay constant, careful attention to the needs of our clients and of media companies. We believe that engaging in dialogue and acting together are the best ways to find the solutions to those needs. As our clients' and media companies' partner, our aim is to build strong, long-lasting relationships. By working together over the long term, we are better able to provide durable and coherent solutions to our partners.
*3 Under this policy, we regard our employees as extremely valuable stakeholders. The minds of our employees are what allow us to produce ideas. For this reason, we place importance on employee satisfaction and are making particular efforts to respect individuality, develop personal creativity, and enhance our teamwork capabilities. These efforts ultimately help us improve our level of customer satisfaction.
Attendance of the Board of Directors (Fiscal 2022)
In principle, the Board of Directors meets at least once a month, and extraordinary meetings are held as necessary. The Board met 20 times during the fiscal year under review. Director attendance is shown below.
Position
Name
Attendance
Director & Chairman
Hirokazu Toda
20/20 (100%)
Representative Director & President
Masayuki Mizushima
18/20 (90%)
Director & Executive Vice President
Hirotake Yajima
20/20 (100%)
Representative Director & Senior Executive Corporate Officer
Masanori Nishioka
20/20 (100%)
Director & Senior Executive Corporate Officer
Akihiko Ebana
20/20 (100%)
Director & Senior Corporate Officer
Motohiro Ando
13/15 (86%)
Outside Director
Noboru Matsuda
20/20 (100%)
Outside Director
Nobumichi Hattori
20/20 (100%)
Outside Director
Toru Yamashita
20/20 (100%)
Outside Director
Ikuko Arimatsu
15/15 (100%)
Note: The status of attendance of the Board of Directors by directors Motohiro Ando and Ikuko Arimatsu reflects meetings held after they were appointed in June 2022.
Specific Agenda Items
Specific Board of Directors' agenda items are described below.
Agenda Items
Key Contents
Items to be
resolved
General Meetings of Shareholders, evaluations of the effectiveness of the Board of Directors, director-related personnel matters and compensation, shareholder returns (dividends, buyback of shares), management strategies, quarterly Group budgets and financial results, and important matters such as investments, M&A, the establishment of operating companies, etc.
Items to be
reported
Results of voting rights exercised at the General Meeting of Shareholders, status of shareholder composition, submission of annual securities reports and internal control reports, details of deliberations by the Remuneration Committee and the Nomination Committee, monitoring of cross-shareholdings, status of fund management, evaluation of internal control over financial reporting, audit plan by the Audit & Supervisory Board, audit fees for the independent auditing firm, quarterly Group performance, and other matters
Items to be
discussed
Self-evaluation of the Board of Directors’ effectiveness, Group budgeting policy, etc.
Advisory Bodies to the Board of Directors and Meetings to Assist the Board of Directors in Decision-Making
The Company has established the following committees as advisory bodies to the Board of Directors and to assist the Board in its decision-making.
This committee, which was established to assist the Board of Directors in decision-making, mainly deliberates in advance on important management matters such as budgets, medium-term plans, and organizational, investment, and loan matters.
Chair of Executive Committee:
Masayuki Mizushima Representative Director & President
Members:
Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, and others designated by the chairperson
Group Executive Committee
This committee, which was established to assist the Board of Directors in decision-making, mainly deliberates in advance on important management matters such as budgets, medium-term plans, and organizational, investment, and loan matters that relate to the entire Group.
Chair of Group Executive Committee:
Masayuki Mizushima Representative Director & President
Members:
Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, Yasuo Izumi Corporate Officer, Hideyuki Kikuchi Corporate Officer, and others designated by the chairperson
Integrated Committee
This committee was established to regularly monitor and manage the progress of profit plans by reporting and exchanging opinions on the consolidated performance of the Group and the performance of its advertising and integrated media companies. The committee is composed mainly of directors (excluding outside directors) of the Company and its advertising and integrated media companies.
Chair of Integrated Committee:
Masayuki Mizushima Representative Director & President
Members:
Hirokazu Toda Director & Chairman, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, Hidetaka Tada Senior Corporate Officer, Akihiko Tokuhisa Corporate Officer, Takeshi Tokugawa Corporate Officer, Masato Aoki Corporate Officer, Yasutoshi Hiratsuka Corporate Officer, representatives of Group companies designated by the chairperson, and others designated by the chairperson
Hakuhodo DY
Group
Sustainability
Committee
This committee was established to consider and formulate fundamental policies, themes, and action plans regarding sustainability and the environment, in line with the Group's values. The committee reports to the Board of Directors on the evaluation and status of climate-related issues, as well as managing goals. The committee also makes comprehensive decisions on various topics, such as formulating business strategies, taking climate-related challenges into account.
Chair of Hakuhodo DY Group Sustainability
Committee:
Masayuki Mizushima Representative Director & President
Members:
Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, and Motohiro Ando Director & Senior Corporate Officer
Evaluations of the Board of Directors' Effectiveness
To further enhance corporate governance by ascertaining the Board of Directors' characteristics, strengths, and challenges, we have conducted an effectiveness evaluation of the Board for fiscal 2022, utilizing an external organization.
Specific Process and Evaluation Method
①A "questionnaire related to the Board of Directors evaluation" was submitted to all directors and auditors in February 2023.
②Responses were compiled from an objective standpoint by an external organization. Based on the results of this organization's compilation and analysis, the Board of Directors analyzed and assessed the information in May 2023.
Survey Themes
①The role and function of the Board of Directors
②The composition and size of the Board of Directors
③The operation of the Board of Directors
④Liaison with audit functions
⑤Provision of opportunities for outside directors
⑥Relationship with shareholders and investors
⑦Summary
Survey Results
The Board was determined to have two strengths. First, the composition, operation, and deliberations of the Board of Directors are generally appropriate, and necessary and sufficient discussions are conducted, including sharing the ideal form of the board of directors of a holding company and conducting appropriate monitoring. Second, the Board of Directors as a whole, including outside officers, has diverse skills, expertise, and diverse backgrounds, and the system is designed to ensure appropriate decision-making through active discussion.
Areas Requiring Improvement Identified in Fiscal 2022: Evaluation and Improvement Measures
Based on the results of the fiscal 2022 evaluation survey and analysis, three areas requiring improvement (indicated in the table below) were identified. The Company plans to implement improvement measures in these areas.
Major Areas Requiring Improvement
Major Improvement Measures (Planned)
Further invigorate discussions of the Board of Directors and enhance discussions on medium- to long-term issues
Guide presenters and others to provide more compact explanations to ensure more time for discussion of agenda items and medium- to long-term issues; also, continue to encourage relevant divisions to provide more opportunities for discussion and reporting on medium- to long-term issues and management strategies
Provide information on the structure for dialogue with shareholders and the status of implementation
Continue to share materials from financial results briefings and questions from analysts and report on the status of dialogue with institutional investors among the Board of Directors
Consider improving dialogue and information disclosure methods and materials
Share issues with divisions in charge of public relations and investor relations and study ways to make improvements
In addition, the Company recognizes that taking advantage of the Nomination Committee to ensure adequate discussions on succession plans, expanding the governance structure, and ensuring a more diverse Board of Directors are issues that must be addressed over the medium term to further enhance the effectiveness of the Board of Directors. Based on the results of evaluation, the Company's Board of Directors will continue its efforts to further improve its effectiveness.
(Reference) Areas Requiring Improvement Identified in Fiscal 2021: Evaluation and Improvement Measures
Based on the results of the fiscal 2021 evaluation survey and analysis, two areas requiring improvement (indicated in the table below) were identified. Improvements were achieved, as was reflected in higher evaluations in the fiscal 2022 survey. Nevertheless, initiatives will be continued in pursuit of increased effectiveness going forward as responses were received citing a need to further improve in these areas.
Major Areas Requiring Improvement
Major Improvement Measures
Provide opportunities to promote understanding of the Group among outside directors and outside Audit & Supervisory Board members
Outside directors and outside Audit & Supervisory Board members are provided with opportunities to observe and participate in internal measures and training to promote understanding of the Group's businesses and issues.
Invigorate discussions of the Board of Directors and enhance the quality of discussions in relation to medium- and long-term issues
To ensure time for the discussion of agenda items and medium- to long-term issues, the secretariat provided a guide to the presenters in advance to ensure that their explanations would be compact and focused on the main points. In addition, the secretariat encouraged relevant divisions to increase opportunities for discussion and reporting on medium- and long-term issues.
