Governance

Diversity and Inclusion

Policy

The Dynabook Group knows that in order to create a fair and equitable society, equal opportunities must be offered. We welcome executives, employees, and stakeholders from a diverse range of backgrounds, regardless of life events, gender, nationality, religion, race, age and disability. Diversity is a cornerstone in our measures to motivate our workforce, recruit new talent, strengthen the framework of our company, improve our results, and ensure that our operations are sustainable in the years to come.

Societies and minds are changing and diversifying with each new era. Diversity, equity, and inclusion initiatives will always be essential for companies in order to keep up with the times, remain in business and maximize value. As such, we consider these initiatives to be an HR strategy and a way to ensure that we are the company that is chosen by customers, employees, and society at large.

Main Initiatives

Supporting Employees During Life Events
We have a number of systems in place to help our employees balance their work with their home lives to the greatest degree possible and have found that these not only enrich our employees’ lives but improve our bottom line too.
Examples: Parental leave, childcare and caretaking leave and new working formats (working from home, flex time)

Equity and Fairness
At Dynabook, we treat every executive, employee, and stakeholder with the utmost respect, regardless of gender, nationality, race, age, or disability, and provide all of our diverse people with the autonomy and opportunities they need to thrive.
Examples: Open entry for both new graduates and mid-career employees, a selection process that focuses only on candidates' experience and skills, a codified system to ensure that responsibilities are set based on job grades and that conditions such as compensation are set based on performance, upskilling opportunities centering on autonomy and independence, internal recruitment system.

Compliance

Policy

The Dynabook Group has established Compliance Regulations to ensure compliance with the various laws and regulations of each country around the world where we do business. A compliance framework is in place and each and every employee acts with a high degree of ethics to fulfill Dynabook's social responsibilities, increase the value the Dynabook Group provides and make Dynabook a sound company with an excellent reputation and a high level of trust from society.

Basic Policy

1. In keeping with our business philosophy, the Dynabook Group Charter of Corporate Behavior, and the Dynabook Code of Conduct, we implement compliance initiatives to ensure fair and open management.
2. All executives and employees in the Dynabook Group act according to our business philosophy, Charter of Corporate Behavior and Code of Conduct, along with general corporate ethics, and comply with all laws, regulations, and company rules.
3. Executives and employees in the Dynabook Group report to and consult with supervisors, relevant divisions or other sources of expertise when carrying out their work to ensure that they do not engage in actions that violate laws, regulations, company rules or corporate ethics and to ensure that appropriate action is taken swiftly in the event of an issue.

Main Initiatives

Frameworks
In order to implement our compliance initiatives at the global level that is required, overseeing these initiatives is designated as one of our president's duties and a Compliance Committee has been established to discuss, coordinate and implement measures related to compliance. The committee usually meets once every six months and addresses important matters such as the building of compliance-related frameworks and the handling of major projects. It is chaired by our president and comprises vice presidents, auditors, and our CFO. One of the Compliance Committee's responsibilities is to create frameworks for discussion and reporting among the Board of Directors about particularly important cases.
We have also identified risks that require particular attention (“Specific Risks”) and established divisions to handle those risks. The heads of those divisions, along with the presidents of each subsidiary, are designated as compliance supervisors, who work to ensure compliance by establishing and implementing management standards, rules, training programs and other necessary frameworks. In the event of a compliance violation, our compliance supervisors work together with the relevant divisions to address the issue and establish and thoroughly implement measures to prevent the issue from occurring again.
We have an Integrity Hotline in a third-party office that people both inside and outside the company can use to report violations. This enables us to prevent violations and ensure that any violations that do occur are detected quickly.

Activities
The Dynabook Group’s Compliance Committee plays a leading role in identifying critical compliance risks and then establishing, implementing and evaluating measures to address those risks. All executives and employees receive regular training on compliance and tiered training is given to new employees and executives to ensure that everyone in the company acts according to the Dynabook Code of Conduct.

Risk Management

Policy

The Dynabook Group has established Rules of Business Risk Management based on our Basic Policy for Internal Control to strengthen our risk management. A systematic, all-encompassing framework is in place to manage the wide-ranging business risks we face, providing a foundation for our initiatives to reduce risks and properly handle any issues that do occur, so that we can maintain sound growth with a suitable balance between securing sufficient gains and avoiding losses.

Basic Policy

1. Build a suitable framework for maintaining the right balance between growth and income prospects and avoiding losses.
2. We have a business risk management (BRM) framework in place to prevent, detect, address and manage each business risk using the optimal methods from a wide range of perspectives.
3. We actively anticipate specific business risks, evaluate the nature and severity of those risks and take the necessary measures to avoid them.
4. In the event that a business risk is realized, our immediate response, which includes measures such as loss mitigation and/or switching to an alternative approach, is followed by long-term measures such as amending our operational frameworks as necessary.

Main Initiatives

Frameworks
Overseeing our risk management initiatives is designated as one of our president's duties and a BRM Committee has been established to discuss, coordinate, and implement measures related to BRM (other than compliance). The committee usually meets once every six months and addresses important matters such as the building of frameworks related to BRM and the handling of critical cases. It is chaired by our president and comprises vice presidents, auditors, and our CFO.
One of the BRM Committee's responsibilities is to create frameworks for discussion and reporting among the Board of Directors, particularly for critical cases. When a business risk is identified, such as external business conditions that pose a risk, the committee discusses how to approach the matter at committee meetings and at top management meetings about operational frameworks and regulations.
We have also identified risks that require particular attention (“Specific Risks”) and established divisions to handle those risks. The heads of those divisions, along with the presidents of each subsidiary, are designated as BRM supervisors, who work to prevent Specific Risks by establishing and implementing management standards, rules, training programs and other necessary frameworks. In the event that a key risk is realized, our BRM supervisors work together with the relevant divisions to address the issue and establish and thoroughly implement measures to prevent the issue from occurring again.

Identifying and Addressing Key Risks
Each year, our BRM Committee identifies key risks based on factors such as changes in social and business conditions, discusses how to approach those risks and formulates a plan.

Business Continuity Management (BCM)

Policy

The Dynabook Group's business spans the globe, and it is important to make sure that our critical businesses and services will be able to keep operating in the event of a natural disaster such as an earthquake, typhoon or flood, an outbreak of an infectious disease, a major accident at one of our offices or production sites, or any other situation that could impede our business activities. To ensure that our operations can be resumed quickly if they are forced to stop, we have an all-encompassing BCM framework in place to define each business resource, assess how our business operations could be impacted if those resources are lost or damaged and establish, enact and improve business continuity plans. Implementing effective activities to maintain and improve our capacity for business continuity ensures that we will be able to continue the critical operations underpinning our business activities in the event of an emergency. This, in turn, will enable us to fulfill our social responsibilities as a company and provide customers with the uninterrupted product supplies and services they need.

Basic Policy

1. In the event of an emergency, our number one priority is to ensure the safety of our personnel, their families, our affiliates and people in the community. We will reassure those who are affected by the emergency and take measures to enable them to resume their normal lives as soon as possible.
2. We have a business continuity framework to enable us to respond rapidly to a disaster. This framework provides means to protect our offices, production sites and other facilities, get our systems back up and running and resume our business activities quickly (or prevent them from being interrupted at all).
3. We also have supply chain management measures in place to ensure that we are able to maintain robust production and supply systems (and improve those systems wherever possible), retain customers' trust, avert redundancies and fulfill our responsibilities to society.
4. In the event of an emergency, we will do everything we can to support our communities, working together with local organizations on recovery efforts, and, in doing so, retain the trust and satisfaction of all of our stakeholders.
5. To ensure that our BCM is effective, we have established a framework to provide the necessary training for directors, employees, and other relevant personnel, both within Dynabook and at affiliate sites, to ensure that all organizations can operate autonomously.

Main Initiatives

Frameworks
BCM is designated as one of our president's duties. An all-encompassing BCM framework is in place, and we have established a BCM Committee to ensure that our business continuity plans fulfill their objectives, maintain and improve our capacity for business continuity and provide the guidance and supervision necessary for effective activities. The committee usually meets once every six months. It is chaired by our president and comprises vice presidents and our CFO. One of the BCM Committee's responsibilities is to create frameworks for discussion and reporting among the Board of Directors about particularly important cases. In an emergency such as a disaster, this committee acts as an emergency headquarters, gathering and relaying information on the situation and executing our response.
The heads of each division, along with the presidents of each subsidiary, are designated as BCM supervisors, who are responsible for implementing a BCM framework in their division or subsidiary and carrying out the necessary instructional and supervisory duties, including managing and revising business continuity plans, holding training and drills and taking advance measures.

Activities
To ensure that business can resume quickly (or not be interrupted at all) in the event of a disaster or other major incident, the Dynabook Group has taken advance measures, including establishing a business continuity framework and creating a business continuity plan. Our BCM supervisors take an instructional and supervisory role, holding organized drills and training once per year to ensure that everyone is familiar with the business continuity plan and continuously reviewing protocol to ensure that it has kept up with changes in social and business conditions.

Production Framework
The Dynabook Group manufactures some of its products at Dynabook Technology (Hangzhou) Inc., a subsidiary of ours, and outsources some manufacturing work to ODMs. These are located in different areas of China and have the capacity to increase their production to cover for another site if it becomes unable to operate in an emergency.

Internal Control

Policy

The Dynabook Group has policies and frameworks in place to ensure that internal control initiatives are implemented effectively and efficiently. Basic protocol has also been established for internal control initiatives at subsidiaries and other related companies, and measures are taken on an ongoing basis to manage risks and ensure that our operations are carried out appropriately with the efficiency that is needed.

Basic Policy
Our internal control frameworks are established based on our Basic Policy for Internal Control, to ensure compliance with the Companies Act. The purpose of these frameworks is to ensure that internal control is carried out according to the basic regulations decided by our Board of Directors and that our internal control facilitates the kind of management that is espoused by our business philosophy.

Policy for Execution
In addition to ensuring the effectiveness, efficiency and suitability that are required in our business operations under the Companies Act and Financial Instruments and Exchange Act, Dynabook strives to achieve internal control at a level suitable for this corporate group and is constantly working to maintain and improve our internal control initiatives according to the Dynabook Group Charter of Corporate Behavior and the Dynabook Code of Conduct.

Internal Audits
Our internal audit division works with our Audit and Supervisory Committee to audit our operations and enhance our internal control system.

Main Initiatives

Dynabook works to establish frameworks for the following purposes according to our Basic Policy for Internal Control.

1. Ensuring that our directors carry out their duties in compliance with laws, regulations, and our articles of association.
2. Storage and management of information on the execution of directors' duties
3. Ensuring that our directors' duties are carried out efficiently.
4. Ensuring that our employees carry out their duties in compliance with laws, regulations, and our articles of association.
5. Regulations on management of loss risks and other necessary matters.
6. Ensuring that the operations of Dynabook and the subsidiaries in the Dynabook Group are appropriate.
7. Managing employees who are involved in the Auditing Committee's work and ensuring that those employees are independent from non-auditing directors and that effective guidance is given by the Auditing Committee.
8. Reporting to the Auditing Committee by parties such as non-auditing directors, vice presidents and employees.
9. Other protocol for ensuring that audits are carried out effectively by the Auditing Committee (specific activities for implementing internal control initiatives according to the Companies Act).

Specific Initiatives
Our Basic Policy for Internal Control designates divisions to be in charge of internal control frameworks. These divisions establish and implement specific measures to fulfill the purposes of those frameworks. We also have an Internal Control Committee that acts as an advisory body for our Board of Directors. This committee checks measures related to our internal control system, and reports and discusses necessary matters with the Board.

Internal Audits
Our internal audits evaluate the current state of management and operation frameworks and the operations themselves in all areas of business conducted by Dynabook and related companies to verify the suitability and reasonability. The results of each audit are disclosed and used to provide advice on improvements such as streamlining, so that the Dynabook Group can preserve its assets, improve the efficiency of its management, and enhance its internal control systems. Our management works together with the Auditing Committee to strengthen our auditing functions and ensure that our audits are of the caliber that is needed.

Information Security

Policy

The Dynabook Group has established a Global Basic Policy on Information Security to provide the level of information security required in today's information-based societies through safe and appropriate management and use of all information assets. Following this policy enables reliable operation of the company and helps us to improve the value of the Dynabook Group.

Basic Policy

1. We are conscious that information is a business resource that is critical for maintaining and strengthening the competitive edge of the Dynabook Group, and as such, we take all necessary measures to ensure the safety of our information assets, use them appropriately and manage them in a suitable manner so that we can earn the trust of our trading partners and other stakeholders.
2. In the event of an incident such as leakage, falsification, loss or hacking of information, we act immediately to protect our information assets, and ensure the level of security that those assets require.
3. Our basic policy is that information is only relayed to those who need it in order to carry out their work. Personal or critical information disclosed by parties such as trading partners is managed particularly stringently.
4. In the event that an information security incident that impacts our information assets does occur, we immediately investigate the cause of the incident and take every measure necessary to minimize the damage and prevent such an incident from occurring again.

Main Initiatives

Frameworks
The director in charge of general affairs is responsible for information security in the Dynabook Group. Under this director's instructions, an Information Security Committee has been established and information security managers have been appointed in each division of Dynabook and at each domestic affiliate company to ensure that sufficient information security is maintained in all of our business activities.
The president of each overseas affiliate company is in charge of information security in their respective region and carries out instructional and supervisory duties pertaining to information security in their respective company.

Activities
Our Information Security Committee, chaired by the director in charge of IT, meets regularly to share details on urgent security risks that directly affect us and current information security activities, and to implement new activities to ensure that we are achieving the level of information security that is needed in this age.
Every director and employee has a role to play in ensuring information security, and we take a variety of measures to make sure everyone has the awareness that is needed, including providing information security training for all employees through an e-learning system and holding cyber security drills.

Export Management Program

Policy

The Dynabook Group's basic policy for export-related trades, including exports themselves, intermediary trades and other trades involved in exports, is that we must not engage in any trading that may interfere with global peace or safety, and we must comply with relevant laws and regulations of the countries and regions where we operate, such as the Foreign Exchange and Foreign Trade Act and related ministry orders in Japan and the Export Administration Regulations in the USA.

Main Initiatives

We have established export management regulations to ensure that export management is executed appropriately and smoothly. As the official representative of our company, our president and CEO holds the ultimate responsibility for export management, while a vice president or other executive is responsible for final judgments on export-related trades. Our export control division carries out our export operations according to our regulations, and answers to these members of our senior management.
When we carry out export-related trades, we check whether the freight and technologies handled in those trades require an export permit from parties such as the Minister of Economy, Trade and Industry in Japan or the equivalent office in the USA. If we are asked to conduct an export-related trade for a controlled item, we carry out a thorough investigation, including screening the customer and verifying the purpose of the trade.
Training is carried out to ensure that every director and employee is aware of the basic policy and procedures detailed in our export regulations. Employees involved in operations such as designing or selling freight or technologies that are controlled or that originate from the USA are given particularly intensive training to ensure that they have a thorough understanding of export protocol.
Annual internal audits are conducted to check that the procedures stipulated in our export management regulations are being followed at all times and that the aims of our basic policy are continuously being accomplished. The status and results of these audits are regularly checked. Dynabook's export management regulations serve as a model for the export management programs and regulations in our group companies. All our group companies take every measure necessary to ensure that they are compliant with the export control laws and regulations of the countries and regions where they operate and that none of their business activities interfere with global peace or safety.