Corporate Governance Framework
Deepening Corporate Governance
DKS positions corporate governance as the foundation for management, and promotes the development of a corporate governance structure for achieving sustainable improvement in corporate value.
As a company with an Audit & Supervisory Board, we currently achieve both quick decision-making and objective oversight, striking the right balance between business execution and oversight functions. We also strive for improvement of corporate value over the long term through the continuous implementation of initiatives aimed at increasing the effectiveness of corporate governance, in accordance with our Internal Control Basic Policy approved in 2006.
For further details of corporate governance, please refer to our Corporate Governance Report. (In Japanese only)
Corporate Governance ReportDeepening DKS’s Corporate Governance and its Distinguishing Features
DKS engages in business based on our Company Credo “contributing to the nation and society through industry,” along with our three Company Mottos—”Quality First,” “Cost Reduction,” and “R&D Efforts”—which embody the spirit of our founders.
As a company that values the trust of society and seeks sound and open management, in recent years, we have recognized more acutely the importance of corporate governance and are working on corporate management based on an awareness of transparency and fairness.
We will continue positioning the deepening of corporate governance as a material issue, and work to enhance our corporate governance structure and improve its effectiveness.
Further deepening of corporate governance
| Year | Month | Details |
|---|---|---|
| 2014 | June | Appointment of independent outside director: 1 person in total Establishment of new provisions for putting Board of Directors resolutions in writing |
| 2015 | May | Establishment of an Outside Officers Committee |
| 2017 | June | Appointment of independent outside directors: 2 people in total |
| 2018 | June | Disclosure of shareholder meeting materials over the Internet |
| 2020 | May | Online exercising of voting rights made available |
| June | Partial disclosure of English version of the notice of convocation of general meeting of shareholders | |
| 2021 | May | Adoption of an online voting platform for institutional investors |
| June | Establishment of an Advisory Board Appointment of independent outside directors: 3 people in total (3 of 8 directors being independent outside directors) | |
| 2022 | June | Appointment of 4 independent outside directors (including 1 female), and disclosure of English translation of the full summary of financial results |
| 2023 | June | Appointment of independent outside directors (4 in total, including 1 female) 4 of 8 directors being independent outside directors |
| 2024 | June | Appointment of independent outside directors (3 in total, including 1 female), 3 of 6 directors being independent outside directors |
| 2025 | June | Appointment of first internal female director, 2 out of 7 directors are female |
Organizational composition and roles
Board of Directors
The Board of Directors is chaired by the Company’s President & CEO, and reviews and decides such issues as matters important for the Group. In June 2025, we added one director to increase the diversity of perspectives, for the purpose of enhancing the effectiveness of the new Medium-Term Management Plan launched in April 2025. The Board of Directors currently consists of seven directors (three of whom are outside directors) and meets once a month, in principle.
Main content reviewed at meetings of the Board of Directors in fiscal 2024
- New Medium-Term Management Plan SMART 2030
- Growth strategies (R&D, new business, capital investments, etc.)
- Core strategies (personnel system strategy, digital strategy, risk management, sustainability management, compliance)
Management Committee
The Management Committee, which is chaired by the President & CEO, is comprised of four internal directors, two full-time Audit & Supervisory Board members, four senior executive officers (not including two internal directors), and five executive officers, and generally meets twice a month.
The committee reviews and considers items which need approval prior to meetings of the Board of Directors (primarily accounts, finance, and performance-related matters), as well as important resolutions and reports based on regulations such as the Official Regulations of Administrative Authority or the Official Regulations of Accounting and Finance. The committee also undertakes company-wide coordination and management.
In principle, matters brought before the Board of Directors are first carefully reviewed by the Management Committee, which endeavors to facilitate rational decision making in compliance with laws, regulations, and the Articles of Incorporation.
Advisory Board
The Company voluntarily established an Advisory Board as a supplementary body with the goal of improving the fairness, objectivity, and transparency of the decision-making process of the Board of Directors. Consisting of two representative directors and five outside officers, the Advisory Board is made up of a majority of independent outside officers and is chaired by an independent outside director. Through the Board, we are encouraging outside officers to gain an understanding of the Company’s industry and ensuring opportunities for them to actively participate and provide advice.
In fiscal 2024, the Advisory Board met four times and held multi-faceted and intensive discussions at these meetings.
Outline of structure
to scroll
Composition of Directors and Audit & Supervisory Board members (by attribute)
Main deliberations at each committee
| Main agenda | Details of the agenda | |
|---|---|---|
| Board of Directors | Review of FELIZ 115 and formulation of SMART 2030 | With the previous Medium-Term Management Plan FELIZ 115 in its final fiscal year, the Board of Directors verified changes in the business portfolio and held in-depth discussions. The Board of Directors also conducted a review to lay the groundwork for the new Medium-Term Management Plan SMART 2030 (the “Plan”), aiming for structural reform, rationalization of the Group’s business operations and expansion of the business domains of each product, notably battery materials. |
| Advisory Board | Discussion of the main points for the formulation of SMART 2030 | In preparation for formulation to the new Plan to be launched in April 2025, the Advisory Board held discussions focused on the main points of the Plan. To facilitate constructive discussions by the Board of Directors, the Advisory Board explained the ideas behind the original structure, personnel system, growth strategy, and other elements, aiming to enhance understanding for the Plan and refine its content through discussion. From the early stages of consideration of the Plan, members shared opinions that development of a storyline which takes capital efficiency and characteristics into consideration is important for determining priority business domains, and that an overall vision linked to each strategy should be established. The Advisory Board used these discussions as the basis for formulating the main points of the Plan. |
| Audit & Supervisory Board | Review of finance, corporate governance, risk management, and other matters | In addition to ensuring the reliability of financial reporting, the Audit & Supervisory Board received reports on compliance and risk management, and also discussed the development of the workplace environment and initiatives to meet employee needs. The Audit & Supervisory Board also checked the operation of internal controls and the operating structure of the Board of Directors, and held discussions for maintaining appropriate governance as the Audit & Supervisory Board. |
Overall Efficacy of the Board of Directors
DKS conducts an annual evaluation of the Board of Directors to verify that the Board is functioning properly and to further strengthen its effectiveness. We also take measures to thoroughly implement the PDCA cycle for the issues raised in the previous evaluation.
Time spent on deliberations by the Board of Directors and number of proposals
Effectiveness evaluation process
| Participants | All six directors and all four Audit & Supervisory Board members for fiscal 2024 |
|---|---|
| Process |
|
| Survey items |
|
Evaluation results and action plan
| Issues confirmed in fiscal 2023 |
|
|---|
| Fiscal 2024 action plan |
|
|---|
| Fiscal 2024 evaluation results |
(1) Areas of improvement
(2) Areas requiring further improvement
|
|---|
| Fiscal 2025 action plan |
|
|---|
Matrix of Expected Skills for Each Officer
To undertake proper decision making and management supervision at a higher level, the Company appoints Directors and Audit & Supervisory Board Members taking into consideration the balance of such factors as extensive experience, performance, and expertise related to the business. In addition, the Company appoints several outside directors and outside Audit & Supervisory Board Members who have a wealth of experience, a high degree of expertise, and a broad range of knowledge and experience in management. One or more persons with experience in finance and accounting divisions and the appropriate knowledge will be appointed as Audit & Supervisory Board Member(s). In response to the evolving business environment and with the aim of enhancing our structure for sustainable growth, we have newly introduced “Global operations” and “Sustainability” as skill matrix categories.
The following is a matrix of what we expect of our officers in the fields of skills and expertise. Up to five for each officer is listed, but not all the skills and specialized knowledge possessed by each officer are given.
Expected skills and areas of expertise
to scroll
| Area | Reason for Nomination |
|---|---|
| Corporate management | Ensuring the Company’s sustainable growth and strengthening Group management requires sharp insight and strong decision-making capabilities across all areas of management. Accordingly, the Company places high value on the participation of individuals with a proven track record and expertise in corporate management. |
| Accounting and finance | Enhancing capital efficiency, advancing investment decision-making, and strengthening financial governance necessitate deep expertise in accounting and finance. Accordingly, the Company places importance on securing individuals with professional knowledge in financial strategy. |
| Legal affairs and risk management | As business operations become increasingly global and complex, strengthening legal risk management and compliance systems has become more important than ever. From the perspective of sound corporate governance, the Company values individuals with expertise in legal affairs and risk management. |
| Human resources and human capital strategy | Amid growing emphasis on human capital management, the Company has positioned “human capital development” as a key growth strategy in its current medium-term management plan. The Company values individuals with insight into advancing human capital development—its source of competitiveness—through diversity promotion, leadership development, and the cultivation of an organizational culture. |
| Research technology | The Company pursues the Uni-Top strategy, aiming to become a top-tier company through uniqueness rather than scale. To be chosen by customers through its ability to deliver comprehensive proposals—encompassing technology, quality, and service—by leveraging data science, the Company values individuals who can drive innovation through R&D and technology strategy. |
| Sales and marketing | The Company emphasizes the participation of individuals with expertise in sales and marketing, as it seeks to formulate and execute effective market strategies in response to increasingly diverse customer needs and evolving market conditions. |
| Global operations | The Company values individuals with international business insight and the ability to make decisions from a global perspective, including the capacity to develop overseas markets, strengthen global supply chains, and adapt to diverse cultures. |
| Sustainability | As addressing climate change, human rights, and ESG-related issues become directly linked to corporate value, the Company upholds the belief that “Chemistry provides a solution.” To continue creating value through its core businesses, the Company prioritizes the involvement of individuals who can contribute to the advancement of sustainable management. |
Skills matrix
to scroll
| Name of officer | Outside | Independent | Areas of Particular Expectation for Directors and Audit & Supervisory Board Members | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Corporate management | Accounting and finance | Legal affairs and risk management | HR and human capital strategy | Research technology | Sales and marketing | Global operations | Sustainability | |||||
| President & CEO | YAMAJI Naoki | ○ | ○ | ○ | ○ | ○ | ||||||
| Representative Managing Director & CFO | SHIMIZU Shinji | ○ | ○ | ○ | ○ | ○ | ||||||
| Director | SAKAMOTO Mami | ○ | ○ | ○ | ○ | ○ | ||||||
| Director | KITAO Masahiro | ○ | ○ | ○ | ○ | ○ | ||||||
| Director | OKUYAMA Kikuo | ✔ | ✔ | ○ | ○ | ○ | ○ | ○ | ||||
| Director | HASHIMOTO Katsumi | ✔ | ✔ | ○ | ○ | ○ | ○ | ○ | ||||
| Director | NAKANO Hideyo | ✔ | ✔ | ○ | ○ | ○ | ○ | ○ | ||||
| Audit & Supervisory Board Member | FURUSAWA Yoshiyuki | ○ | ○ | ○ | ○ | |||||||
| Audit & Supervisory Board Member | HASHIMOTO Masayuki | ○ | ○ | ○ | ○ | |||||||
| Audit & Supervisory Board Member | TAKAHASHI Toshitada | ✔ | ✔ | ○ | ○ | ○ | ○ | |||||
| Audit & Supervisory Board Member | MIYANAGA Masayoshi | ✔ | ✔ | ○ | ○ | ○ | ○ | ○ | ||||