Corporate Governance
The Hakuhodo DY Group (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 in order to achieve sustainable growth and the continual increase of its corporate value. The Group is continually strengthening and enhancing its corporate governance as one key management issue necessary for achieving these goals.
Corporate Governance Guidelines
The Corporate Governance Guidelines set out the views of Hakuhodo DY Holdings Inc. (the “Company”), the holding company of the Group, regarding its corporate governance as well as an overview thereof. The contents of these Guidelines have been determined by a resolution of the Company’s Board of Directors and will be examined and updated by the Board once a year. Please click here to view the latest Corporate Governance Guidelines.
Corporate Governance Report
Please click here to view the Corporate Governance Report, which the Company submits to the Tokyo Stock Exchange.
Basic Policy
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 solidarity among the diverse operating companies under it and the solidarity 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.
Corporate Governance Framework
The following chart shows the corporate governance framework of the Hakuhodo DY Group.
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 and Skills Matrix
Please refer to the following page for details.
Director and Audit & Supervisory Board Member Skills Matrix
Attendance of the Board of Directors
In principle, the Board of Directors meets at least once a month, and extraordinary meetings are held as necessary.
The Board met 21 times during FY2024. Director attendance is shown below.
| Position | Name | Attendance |
|---|---|---|
| Director & Chairman | Hirokazu Toda | 21/21 (100%) |
| Representative Director & President | Masayuki Mizushima | 21/21 (100%) |
| Director & Executive Vice President | Hirotake Yajima | 20/21 (95%) |
| Representative Director & Senior Executive Corporate Officer | Masanori Nishioka | 21/21 (100%) |
| Director & Senior Executive Corporate Officer | Akihiko Ebana | 19/21 (90%) |
| Director & Senior Corporate Officer | Motohiro Ando | 18/19 (94%) |
| Outside Director | Nobumichi Hattori | 20/21 (95%) |
| Outside Director | Toru Yamashita | 20/21 (95%) |
| Outside Director | Ikuko Arimatsu | 20/21 (95%) |
| Outside Director | Kouichi Ueda | 14/14 (100%) |
- Note: Motohiro Ando stepped down as a director on February 21, 2025, and his attendance at Board meetings up to the time of his resignation is recorded.
Note: Kouichi Ueda was appointed as a director in June 2024, and his attendance at Board meetings held after his appointment is recorded.
Specific Board of Directors’ agenda items for FY2024 are as 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, important matters related to sustainability, various other management themes, 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, measures to strengthen the internal control system, and other matters |
| Items to be discussed | Self-evaluation of the Board of Directors’ effectiveness, Group budgeting policy, policy on Group company reorganization, 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.
| Conference Body | Purpose and Activities | Constituent Members (as of June 1, 2024) |
|---|---|---|
| Remuneration Committee | The Company has established the Remuneration Committee as advisory bodies to the Board of Directors and ensures the transparency and reasonableness of the process for determining the compensation, appointment, and dismissal of the Company’s directors and corporate officers through the deliberation and resolution of such matters by the Board of Directors. The status of attendance at meetings of these committees in fiscal 2024 is indicated below. | Chair of the Remuneration Committee: Nobumichi Hattori Member Ikuko Arimatsu Independent outside director Member Kouichi Ueda Independent outside director Member Hirokazu Toda Director Member Masayuki Mizushima Director Member Masanori Nishioka Director |
| Nomination Committee | The Company has established the Nomination Committee as advisory bodies to the Board of Directors and ensures the transparency and reasonableness of the process for determining the compensation, appointment, and dismissal of the Company’s directors and corporate officers through the deliberation and resolution of such matters by the Board of Directors. The status of attendance at meetings of these committees in fiscal 2024 is indicated below. | Chair of the Nomination Committee: Toru Yamashita Independent outside director Member Ikuko Arimatsu Independent outside director Member Kouichi Ueda Independent outside director Member Hirokazu Toda Director Member Masayuki Mizushima Director Member Masanori Nishioka Director |
| 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, mediumterm plans, and organizational, investment, and loan matters. | Chair: President Members: Directors and corporate officers of the Company designated by the chair |
| 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, mediumterm plans, and organizational, investment, and loan matters that relate to the entire Group. | Chair: President Members: Directors and corporate officers of the Company designated by the chair, representatives of principal operating companies designated by the chair, and other persons designated by the chair |
| Integrated Committee | This committee was established to regularly monitor and manage the progress of the Group’s overall profit plans and management strategies.The committee mainly reports on the consolidated performance of the Group and the performance of each operating company, as well as exchanging opinions on priority strategic areas | Chair: President Members: Directors and corporate officers of the Company designated by the chair, representatives of principal operating companies designated by the chair, and other persons designated by the chair |
| Hakuhodo DY Group Sustainability Committee | This committee was established to consider and formulate fundamental policies, themes, and action plans regarding sustainability, such as the environment, human rights, DE&I, and the supply chain, in line with the Group’s values. The committee reports to the Board of Directors on the evaluation and status of sustainability-related issues, as well as managing goals. The committee also makes comprehensive decisions on various topics, such as formulating business strategies, taking risks and opportunities into account. | Chair: President Members: Directors of the Company (excluding outside directors), representatives of principal operating companies designated by the chair, and other persons designated by the chair |
| Hakuhodo DY Group Compliance Committee | This committee was established to direct and oversee the development and implementation of the Group’s compliance systems. Its purpose is to confirm the status of internal controls, including whether the Group’s compliance system is functioning effectively, and to disseminate and implement and manage Groupwide compliance measures and policies for responding to issues that arise. The committee reports on its activities to the Board of Directors. | Chair: President Members: Presidents of principal operating companies and other officers of the Company designated by the chair |
Evaluations of the Board of Directors’ Effectiveness
To further enhance corporate governance by ascertaining the characteristics, strengths, and challenges of the Board of Directors, we conduct effectiveness evaluations of the Board using an external organization.
Survey Themes and Results in FY2024
① A “questionnaire related to the Board of Directors evaluation” was submitted to all directors and auditors in February 2025.
② Responses 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 2025.
〈Survey Themes〉
① The role and function of the Board of Directors
② The composition and size of the Board of Directors
③ The operation of the Board of Directors
④ Liaison with audit functions
⑤ Provision of opportunities for outside directors
⑥ Relationship with shareholders and investors
⑦ Summary
〈Survey Results〉
It was confirmed that the composition, operation, and deliberation details of the Board of Directors for fiscal 2024 were generally appropriate. The Board’s composition, consisting of directors with diverse and advanced skills, experience, and knowledge, was identified as a strength, as was the cultivation of an atmosphere that encourages open discussion.On the other hand, the evaluation results for fiscal 2024 showed that scores for some items declined compared to the previous fiscal year. We recognize the importance of taking speedy improvement measures in response to the points and suggestions raised.
Major Areas Requiring Improvements Identified in the FY2024 Survey and Planned Improvement Measures
Based on the results of the fiscal 2024 evaluation survey and analysis, four 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 enhancing discussions on medium- to long-term issues at Board of Directors meetings | We will review the frequency and length of Board meetings and consider revising agenda items to ensure sufficient time for discussions of medium- to long-term issues. We will also examine ways to place medium- to long-term themes that should be discussed by the Board onto the agenda. |
| Creating opportunities for outside officers to learn more about the realities of the business | We will consider establishing management interviews between outside directors and corporate officers to provide opportunities for greater understanding of each expanding business domain and its context. |
| Sharing of discussions from the Nomination and Remuneration committees with the Board | Reports from the Nomination and Remuneration committees to the Board of Directors, which have previously been limited to annual activity reports, will be changed to reporting at each meeting, with detailed accounts of the points of discussion and outcomes |
| Enhancement of reporting to the Board on internal control improvements | In addition to the status of internal control system operations, at least twice annually the activities of the Hakuhodo DY Group Compliance Committee will be reported to the Board of Directors. |
Additionally, we recognize the following as medium-term challenges to further enhance the effectiveness of the Board of Directors: providing appropriate information to the Board regarding succession planning, ensuring greater diversity on the Board, and further expanding the corporate governance structure. Based on the evaluation results, the Board of Directors will continue to take ongoing initiatives to further improve its effectiveness.
Conducting Training for Outside Officers
To promote understanding of the Group’s businesses and issues among outside directors and outside Audit & Supervisory Board members, we have implemented various initiatives such as providing themed training videos, offering opportunities to participate in seminars conducted by the Group companies for internal and external stakeholders, and conducting training on the marketing services provided by the Group. Going forward, we will continue to explore and implement measures that enrich discussions of the Board of Directors and enhance its supervisory function.
Remuneration Committee and Nomination Committee
Establishment of the Remuneration and Nomination Committees
The Company has established the Remuneration Committee and the Nomination Committee as advisory bodies to the Board of Directors. The Committees deliberate on compensation/appointment and dismissal of the Company’s directors and corporate officers, which are then approved by a resolution of the Board of Directors. The transparency and reasonableness of the process for determining the compensation/appointment and dismissal are thereby ensured.
The Board of Directors receives reports from the outside director who chairs the Remuneration Committee and Nomination Committee regarding discussions that took place at meetings of each committee during the respective fiscal year.
Director Attendance at the Remuneration Committee
The status of attendance at meetings of these committees is indicated below.
| Role | Name | Position | Attendance |
|---|---|---|---|
| Chair of the Remuneration Committee | Nobumichi Hattori | Independent outside director | 3/3 (100%) |
| Member | Toru Yamashita | Independent outside director | 3/3 (100%) |
| Member | Ikuko Arimatsu | Independent outside director | 3/3 (100%) |
| Member | Kouichi Ueda | Independent outside director | 1/1 (100%) |
| Member | Hirokazu Toda | Director | 3/3 (100%) |
| Member | Masayuki Mizushima | Director | 3/3 (100%) |
| Member | Masanori Nishioka | Director | 3/3 (100%) |
Activities of the Remuneration Committee
Activities by the Remuneration Committee as part of the process of deciding director remuneration for fiscal 2024 included the following.
| Number of Meetings | 3 |
|---|---|
| Major Discussion Topics | • Verification of the appropriateness of annual and total remuneration levels for the Company’s officers • Annual bonus framework(total amount) • Individuals’ annual remuneration amounts, annual bonus amounts, and stock-based compensation • Selection of the committee chair, among other matters |
Director Attendance at the Nomination Committees
The status of attendance at meetings of these committees is indicated below.
| Role | Name | Position | Attendance |
|---|---|---|---|
| Chair of the Nomination Committee | Toru Yamashita | Independent outside director | 6/6 (100%) |
| Member | Nobumichi Hattori | Independent outside director | 5/6 (83%) |
| Member | Ikuko Arimatsu | Independent outside director | 6/6 (100%) |
| Member | Kouichi Ueda | Independent outside director | 6/6 (100%) |
| Member | Hirokazu Toda | Director | 6/6 (100%) |
| Member | Masayuki Mizushima | Director | 6/6 (100%) |
| Member | Masanori Nishioka | Director | 6/6 (100%) |
Activities of the Nomination Committee
Activities by the Nomination Committee as part of the process of nominating directors in fiscal 2024 included the following.
| Number of Meetings | 6 |
|---|---|
| Major Discussion Topics | • Appointment and dismissal of directors and corporate officers and changes in their responsibilities • Formulation of succession plans • Development of a skills matrix for directors and Audit & Supervisory Board members • Selection of the committee chair, among other matters |
Audit & Supervisory Board
Establishment of the Audit & Supervisory Board
The Audit & Supervisory Board, which consists of five members, three of whom are outside Audit & Supervisory Board members, meets once a month, in principle, and whenever necessary. The Audit & Supervisory Board members audit the performance of director duties from the perspective of a holding company of the Group by attending the Board of Directors’ and other important meetings, exchanging opinions with directors and key personnel, and receiving reports on the status of performance of the Group’s advertising and integrated media companies.
Activities of the Audit & Supervisory Board (Fiscal 2024)
The Audit & Supervisory Board meets at least once a month, in principle, and additional meetings are arranged as necessary. In fiscal 2024, the Audit & Supervisory Board met 28 times, and the number of items raised with the Board was 88. The attendance of individual Audit & Supervisory Board members at meetings is detailed below.
| Position | Name | Attendance |
|---|---|---|
| Full-time Audit & Supervisory Board member | Tomoyuki Imaizumi | 27/28 (96.4%) |
| Full-time Audit & Supervisory Board member | Osamu Nishimura | 28/28 (100%) |
| Outside Audit & Supervisory Board member | Kazuhiko Tomoda | 28/28 (100%) |
| Outside Audit & Supervisory Board member | Shin Kikuchi | 27/28 (96.4%) |
| Outside Audit & Supervisory Board member | Kimitoshi Yabuki | 25/28 (89.3%) |
- Note: Tomoyuki Imaizumi stepped down as an Audit & Supervisory Board member on April 8, 2025.
Specific Agenda Items
Specific Audit & Supervisory Board agenda items in fiscal 2023 are described below.
| Items to be resolved | • Selection of the Audit & Supervisory Board chairperson • Selection of full-time Audit & Supervisory Board members • Selection of specific Audit & Supervisory Board members • Determination of Audit & Supervisory Board members’ remuneration, etc. • Determination of audit plans (audit policy, priority audit items, assignment of duties, etc.) • Consent on proposals for the appointment of Audit & Supervisory Board members • Determination of the content of proposals for the appointment, dismissal, or non-reappointment of accounting auditors • Investigation and confirmation of proposals, etc., at the General Meeting of Shareholders • Consent regarding remuneration, etc., of the accounting auditors • Determination of Audit & Supervisory Board members’ remuneration, etc. • Preparation and submission of the audit report, etc. |
|---|---|
| Items to be reported | • Report on the performance of duties by full-time Audit & Supervisory Board members • Receipt and summary report of financial statements, supplementary schedules, and consolidated financial statements • Quarterly non-consolidated and consolidated financial statements and summary report on financial results • Opinion report on the selection and dismissal of accounting auditors • Report on the audit plan of accounting auditors and the Auditing Division of Hakuhodo DY Holdings • Interim review by accounting auditors • Report on audit results (independent accounting) • Report on audit results (FIEA compliance) • Report on the status of development and operation of the internal control system for financial reporting and the evaluation report • Report on the activities of the Group Compliance Committee, etc. |
| Items to be discussed | • Appointment and dismissal of accounting auditors • Deliberations of Audit & Supervisory Board audit reports • Deliberations on interviews with representative directors and directors, etc. |
Meetings of Outside Directors and Outside Audit & Supervisory Board Members
Regular meetings of independent outside directors and outside Audit & Supervisory Board members are held to allow these officers to exchange information and build shared understanding based on their independent and objective standpoints. Full-time Audit & Supervisory Board members also attend these meetings as observers. The meeting for fiscal 2024 was held on July 17, 2024.