Governance Initiatives

Under the corporate philosophy of "Good jobs and good lives," we will create both social value and economic value by promoting businesses centered on the mobility of high-quality human resources with the aim of achieving a society where working people have good jobs and lead good lives, from the perspective of the employment of human resources. Working appropriately and cooperatively with stakeholders is essential for achieving sustainable corporate growth and creating corporate value on a medium- to long-term basis. With this in mind, our basic policy on corporate governance is to respect each person's position, increase management transparency, expedite decision-making processes and strengthen supervisory functions while also maximizing corporate value with proper corporate governance.

CDC has established our Policy of Corporate Ethics as a code of conduct for our executives and employees in order to act with a high level of ethics and awareness of compliance. CDC has also established the structure set forth in the Basic Policy of the Internal Control System. In accordance with the internal control plan, we give annual reports on its progress, the status of correction and improvement for problems found during the operation of the internal control system, and the status of implementation of recurrence prevention measures taken as necessary, and we monitor the status of operation. We strive to appropriately build and operate our internal control system by reporting these results to the Board of Directors.

For the retention and management of information on the execution of duties by Directors, the internal regulations define the department responsible for retention and management in accordance with the content.

In order to enable CDC to grow continuously, our internal regulations define the risk management structure to address anticipated corporate risks promptly and appropriately, and we are operating this structure appropriately.

As the management decision-making body, CDC’s Board of Directors resolves matters stipulated by laws and regulations and the Articles of Incorporation as well as matters concerning important operations. In addition, the Management Committee meets as a meeting body for sufficient deliberation and discussion of matters to be submitted and reported to the Board of Directors.

Employees who assist Audit and Supervisory Committee Members in their daily duties shall be appointed as needed from among the personnel of the Corporate Planning Section. When such employees are needed on a regular basis, a full-scale Audit and Supervisory Committee Secretariat shall be established and personnel shall be assigned to it.

Audit and Supervisory Committee Members may order employees who assist in the duties of the Audit and Supervisory Committee Members to implement necessary services. Employees who have received an order necessary for auditing from the Audit and Supervisory Committee shall not be subject to instructions from Directors, the General Manager of the Internal Audit Office, and managers within the administrative division in the performance of their duties. When such employees are relocated, discussion shall be held with the Audit and Supervisory Committee and the intention of the committee shall be respected.

In addition to matters to be reported in accordance with laws and regulations, if CDC’s Directors or employees learn any facts that may have a material impact on CDC, they shall promptly report such facts to each Audit and Supervisory Committee Member. In addition, Audit and Supervisory Committee Members may request reports from Directors and employees at any time as necessary.

CDC shall not treat employees who have made reports through the whistle-blowing system or other similar routes (including reporting to Audit and Supervisory Committee Members, etc.) unfairly because of such reporting.

When an Audit and Supervisory Committee Member requests the advance payment of expenses incurred, the reimbursement of expenses that they have paid, or the repayment of debts that they have assumed in relation to the execution of their duties, CDC shall promptly comply with such request unless it can be proven that such expenses, etc. did not arise in relation to the execution of their duties.

The majority of Audit and Supervisory Committee Members shall be Outside Audit and Supervisory Committee Members, and the independence and transparency of each Audit and Supervisory Committee Member shall be ensured. In addition, Audit and Supervisory Committee Members may exchange opinions and information with the Internal Audit Office and the audit firm as necessary, and may conduct investigations, information collection, and other matters necessary for the execution of their duties at their own discretion. Furthermore, in order to ensure the effectiveness of audits, CDC shall strive to improve the environment for auditing by Audit and Supervisory Committee Members, such as by exchanging opinions with Directors or the audit firm and by attending internal meetings necessary for auditing.

CDC shall cut off any relationships with anti-social forces or groups that threaten the order and safety of society, and shall take a resolute stance in dealing with them. With the Corporate Planning Section as the supervisory department, CDC shall collect relevant information from competent police stations, the Council for the Prevention of Specific Violations, and other sources to prepare for unexpected situations. If an incident arises, CDC shall handle it systematically in collaboration with external organizations.

We have established the Risk Management Regulations for basic matters concerning CDC's risk management. We also strive to monitor risks from day to day and to consider how to address new anticipated risks, in cooperation with responsible departments under the initiative of the Director in charge of administration. For information security, we are promoting the strengthening of the information management structure, such as further strengthening security measures for IT and operations, under the initiative of the responsible department, the Information Security Measures Office. For risks related to the handling of personal information, the Personal Information Protection Office has conducted online education (e-learning) and internal audits based on PrivacyMark certification, and has made the results thereof known company-wide to raise awareness in the aim of maintaining the management structure. We have also established a structure in which the Legal Department serves as a contact point to receive advice from corporate lawyers from a professional point of view as needed. Further, we also conduct emergency drills for all employees every year, anticipating earthquakes and other natural disasters.

We are working on education and awareness raising for executives and employees based on the Policy of Corporate Ethics, with the Director in charge of administration as the responsible person. We are enhancing the effectiveness of our whistle-blowing system by establishing a contact point for whistle-blowing in the Compliance Office and by having it monitored by the Internal Audit Office.

 1) We shall be aware of our corporate social responsibility, and we shall comply with laws, regulations, social norms, internal regulations and other rules, and contribute to the development of society as a whole with a high level of ethics. 

2) We shall manage corporate information appropriately and disclose it to stakeholders proactively and fairly. 

3) We shall engage in fair, transparent, and free competition and appropriate transactions. We shall maintain sound and normal political and governmental relationships. 

4) We shall exercise the utmost care in handling the confidential information of business partners and the personal information obtained in the course of business, and we shall only use such information for legitimate purposes. 

5) We shall give due consideration to the safety and protection of personal information, and we shall earn customer satisfaction and trust by providing products, services, and systems that are useful to society. 

6) We shall engage in activities to preserve resources in order to harmonize our business activities with the preservation of the global environment, recognizing that we are a member of society. 

7) We shall respect the diversity, personalities, and individuality of our employees, and ensure a safe and pleasant working environment in order to realize comfortable and prosperous lives. 

8) We shall cut off any relationships with anti-social forces or groups that threaten the order and safety of society, and we shall confront them with a resolute attitude. 

9) Our top management personnel shall recognize that it is their role to realize the spirit of this policy, and they shall ensure that all relevant parties are aware of the policy by taking initiative and setting examples worth following. They shall also constantly monitor internal and external opinions, establish effective structure, and ensure the implementation of corporate ethics. 

10) In the event of a situation that violates this policy, top management personnel shall address the situation for themselves and strive to investigate its cause and to prevent recurrence. They shall also promptly disclose accurate information to society and fulfill their accountability, clarify authority and responsibilities, and take strict actions, including against themselves. 

Date of establishment: May 12, 2006

We are promoting the strengthening of our information management structure, including further strengthening security measures for IT and operations, under the initiative of the Information Security Measures Office, which is the responsible department.