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)

Deepening 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

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.

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.

Nomination and Remuneration Committee

The Committee shall consist of three or more directors appointed by resolution of the Board of Directors, a majority of whom shall be Independent Outside Directors.
The Chairperson of the Committee shall be appointed from among the members who are Independent Outside Directors by resolution of the Board of Directors.
In response to consultations from the Board of Directors, the Committee shall deliberate on the following matters and report its recommendations to the Board:
(1) Matters concerning the appointment and dismissal of directors (matters to be resolved at the General Meeting of Shareholders)
(2) Matters concerning remuneration for directors
(3) Matters concerning succession planning (including training and development)
(4) Other important matters related to nomination and remuneration
Note: The Committee was established on December 24, 2025.

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.

Composition of Directors and Audit & Supervisory Board members(As at 31 March 2026)

Main deliberations at each committee

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

Evaluation results and action plan

• Environmental Initiatives
• Social Initiatives
• Governance