Notice Regarding Establishment of Third-Party Committee

CATEGORY :Corporate
DATE :2016.12.15

TOKYO, JAPAN - December 15, 2016 - In order to address the issues announced in the disclosure dated December 5, 2016, titled "Notice Regarding Establishment of Third-Party Investigative Committee and Withdrawal of All Articles from Entire Curation Platform Services" (hereafter referred to as "this issue"), DeNA Co., Ltd. (DeNA) has decided, during the board meeting held on December 15, 2016, to establish a Third-Party Committee as follows.

Note: In the disclosure dated December 5, 2016 DeNA referred to this committee as the "Third-Party Investigative Committee," but the objective, as stated below, is not limited to investigation only. The name has therefore been changed to "Third-Party Committee."

1. Objective for the Third-Party Committee

Investigate the factual details of this issue and ascertain the cause (not only direct causes, but also general factors such as issues with corporate culture, compliance and organizational structure), as well as propose necessary improvements (hereafter referred to as "this investigation").

2. Formation of the Third-Party Committee

The committee members have been appointed based on a selection process primarily led by external board members.

  • Committee Chair: Katsuya Natori, Attorney-at-law (Former Member of the Board at IBM Japan)
  • Committee Member: Motoyoshi Nishikawa, Attorney-at-law (Former Managing Director and Member of the Board at Nippon Steel Corporation)
  • Committee Member: Hisamichi Okamura, Attorney-at-law (Visiting Professor at the National Institute of Informatics)
  • Committee Member: Mieko Okita, Attorney-at-law (Former prosecutor at the Special Investigation Department, Tokyo District Public Prosecutor's Office)

Note: The committee members were selected in accordance with the Japan Federation of Bar Associations' Guidelines for Third-Party Committees Relating to Corporate Scandals (Revised December 17, 2010). None of the members have a conflict of interest or any other factors that could impede the independence of this committee.

Katsuya Natori is the most appropriate choice to lead the Third-Party Committee given his high level of investigative skill as well as his deep knowledge and insight into compliance and corporate governance in companies, acquired through his vast experience over many years as in-house counsel and as a corporate executive. Further, all other committee members have been selected for having abilities suited to investigating and analyzing issues with characteristics such as this issue, and also proposing improvements, acquired through their experience and expertise. Background information on all committee members can be found at the end of this release.

In the disclosure dated December 5, 2016, we stated that this committee would include external board members; however, in order to completely ensure the objectivity and independence of this investigation, no external board members will be included in the committee.

3. Investigation Schedule and future plans

The period for this investigation by the Third-Party Committee is initially set to be 3 months. We will fully cooperate with the investigation of the Third-Party Committee. Once this investigation is completed, a report will be sent to the board of directors and we plan to make this report public as soon as possible.

We are aiming to become a company capable of providing internet services that are trusted by society, and will implement any necessary radical reform based on the committee report, including any measures against executives and employees.

4. Future outlook

Separately from this investigation, we will assess the future policies and plans for the curation platform business. At this moment, the outlook does not differ from what was disclosed on December.

Reference: Committee Member Background

Committee Head
Katsuya Natori (Attorney-at-law)

April 1986: Admitted in Japan, Daini Tokyo Bar Association
June 1990: Davis Wright Tremaine LLP
July 1993: Wilmer, Cutler & Pickering
July 1993: Legal Department Attorney, Esso Petroleum Corporation
January 1995: General Counsel and Director of Public Relations, Apple Computer Japan, Inc.
January 1997: Director and General Counsel, Sun Microsystems Japan, Inc.
March 2002: Senior Vice President, General Counsel and General Manager of Store Development and Corporate Social Responsibility, Fast Retailing Co., Ltd.
January 2004: Member of the Board, Vice President handling Legal, Intellectual Property, and Compliance, IBM Japan, Ltd.
April 2010: Executive Officer handling Global Process Services, same company as above
February 2012: Chief, Natori Law Office (present)
April 2012: Audit and Supervisory Board Member, Olympus (present)
March 2015: External Director, MODEC, INC. (present)
April 2016: Supervisory Director, Global One Real Estate Investment Corp. (present)

Committee Member
Motoyoshi Nishikawa (Attorney-at-law)

April 1968: Joined Yawata Iron and Steel Co. Ltd. (Later Nippon Steel Corporation, presently Nippon Steel & Sumitomo Metal)
June 1997: Member of the Board of Directors, Nippon Steel Corporation
April 2001: Managing Director, same company as above
June 2003: Chief Legal Counsel, same company as above
April 2006: Director, Japan Legal Support Center
July 2007: Legal Counsel, Nippon Steel Corporation
June 2009: Outside Auditor, Nittetsu Elex Co., Ltd. (Presently Nippon Steel & Sumikin TEXENG Co., Ltd)
April 2010: Outside Auditor, NKSJ Holdings, Inc. (Presently Sompo Holdings, Inc)
July 2011: Admitted in Japan, Tokyo Bar Association. Special Counsel, Nomura & Partners (present)
December 2011: Member, Management Reform Committee, Olympus
April 2012: Outside Director, Olympus
April 2013: Member, Compliance Committee, Yakult (present)
June 2016: Outside Director, Chugoku Marine Paints, Ltd. (present)

Committee Member
Hisamichi Okamura (Attorney-at-law) (Ph.D. in Informatics)

April 1986: Admitted in Japan, Osaka Bar Association
April 1990: Chief, Cyber Law Japan Eichi Law Offices (present). Professor of Law and of the Research Center for Industrial and Legal Information, Kindai University (then Kinki University)
April 2001: Professor, Nara Institute of Science and Technology
April 2004: Professor, Kobe University Law School
July 2004: Visiting Professor, National Institute of Informatics (present)

Committee Member
Mieko Okita (Attorney-at-law)

April 2000: Appointment as a public prosecutor
April 2011: Special Investigation Department, Tokyo District Public Prosecutor's Office
April 2013: Admitted in Japan, Daiichi Tokyo Bar Association. Shimada Hamba & Osajima (present)

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