Basic Perspective on Corporate Governance

The pursuit of optimal corporate governance is critical for achieving Dentsu’s goal of creating new social values and sustainable societies. We aim to achieve sustainable growth and enhance corporate value by ensuring transparent, fair, rapid, and decisive decisionmaking, as well as the effective allocation of management resources.

To this end, we will continue to improve corporate governance by:

  1. To respect shareholders' rights and ensure their equal treatment
  2. To consider the interests of stakeholders, including shareholders, and cooperate with them appropriately
  3. To appropriately disclose company information and ensure transparency
  4. To enhance the effectiveness of the supervisory function of the Board of Directors concerning business execution
  5. To engage in constructive dialogue with shareholders who have an investment policy that conforms to the mid- to long-term interests of shareholders

Dentsu’s Structure for Promoting Corporate Governance

Dentsu has an Audit and Supervisory Committee comprising individuals in executive positions appointed by the Board of Directors to promote swift and effective decision-making in the conduct of business. At the same time, we have reinforced the supervisory function of the Board of Directors over executive officers.

As of January 1, 2018, the Board of Directors comprises 12 Directors (of whom four are independent outside directors). We have appointed four directors who are Audit and Supervisory Committee members (of whom three are outside directors). Under the Board of Directors is the Group Executive Management Committee, comprising executive officers, including the representative director and executive directors. This committee makes decisions on important matters relating to management and conducts preliminary deliberations on Board of Directors agenda items. Furthermore, we delegate authority on domestic group business to "Dentsu Domestic Board" and set up "DAN Board" for international business. In the business execution structure of Japan Business HQ and International Business HQ, we are delegating profit responsibilities and authority to each. In addition, the Internal Control and Compliance Committee, which has been delegated by the Board of Directors on internal control and risk management, has been established to improve the effectiveness of internal control and risk management.

Through these systems, we are ensuring soundness, transparency and efficiency of management, and are working to improve corporate value over the medium to long term.

Corporate Governance Structure

Corporate Governance Structure


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