Client Protection Management Basis Policy, Declaration on Personal Information Protection, Policy for Managing Conflicts of Interest

Client Protection Management System

The establishment and maintenance of a management system, including client protection, not only improves protection and convenience for users of the services and business operations of financial institutions, but DBJ recognizes that it is extremely important for the standpoint of soundness and aptness.
DBJ has formulated a Client Protection Management Basic Policy as a management policy for the enhancement of client protection and convenience. In addition, internal regulations are established upon this policy. We aim to employ in-house briefings, to raise awareness. In particular, we pledged to adhere to our Declaration on Personal Information Protection and adequately handle information connected to private individuals.

Declaration on Personal Information Protection

DBJ has established and disclosed a Declaration on Personal Information Protection as an initiative policy concerning the protection of personal information and an approach on the handling of personal information.

1. Initiative policy

We recognize the proper protection of personal information as a vital social mission. In addition to related laws and ordinances, including the Act on the Protection of Personal Information, we comply with various regulations, including our Declaration on Personal Information Protection, when carrying out various operations. We do our best to properly protect and use client personal information.

2. Proper acquisition of personal information

We acquire client personal information required within the scope of operations using proper and legal methods.

3. Purpose of personal information usage

DBJ specifies the purpose of use for client personal information and also uses said information within the scope necessary for achieving the purpose of usage. That said, in the event that the purpose of personal information usage is separately restricted due to laws and ordinances governing the purpose of use of specific personal information, DBJ will not use or handle the information other than for said purpose of use. The purpose of use of client personal information is disclosed on the DBJ corporate website. Purposes for use, other than those disclosed on the website, shall be made clear at the time the information is acquired.

4. Provision of personal information to third parties

In principle, DBJ will not provide client personal information to a third party, excluding cases where client consent has been obtained, client consent is likely to be obtained, or in accordance with laws and ordinances. However, client personal information can be provided without the consent of the client in cases where the handling of personal information is entrusted to a third party within the scope required to achieve the purpose of use, in the case of a merger, and joint use with a specified individual for separately designated purposes.

5. Safety management measures

DBJ shall undertake the protection and management of client personal information to ensure that it is accurate and current. We will implement necessary and proper safety management measures to prevent information leaks and other incidents. In addition, we will properly supervise executives and employees as well as subcontractors that handle the client personal information.

6. Ongoing improvement to the handling of personal information

Factoring in matters including the development of information technology and changes in social demands, we appropriately revise our declaration and endeavor to continually improve the handling of client personal information.

7. Procedures including those for disclosure requests

In cases including the notification of the purpose of use of retained personal data related to the client, requests to disclose content, and retained personal data details that contradict facts, DBJ aims to properly address requests to correct, add, delete, terminate use, eliminate, and suspend provision to third parties.

8. Regarding inquiries

We aim to sincerely address the opinions and requests related to DBJ’s handling of personal information.

Summary of Policy for Managing Conflicts of Interest

1. Purpose

In tandem with the diversification of services provided by financial institutions, there are multiple competing and conflicting interests within such financial institutions and their financial groups. This increases the probability that a conflict of interest will surface.

DBJ, too, handles transactions that require the management of potential conflicts of interest and thus operates as follows to ensure that client interests are not unjustly harmed.

DBJ is a financial institution registered under the Financial Instruments and Exchange Act. Owing to this law and the Cabinet Office ordinances related to this law, DBJ has also prepared Policy for Managing Conflicts of Interest as an implementation policy (referred to as the “policy” hereafter). This report discloses a summary of this policy.

2. Types of transactions that are potentially a conflict of interest

(1) Target transactions

Transactions that are potentially a conflict of interest, the target of this policy, are transactions conducted by DBJ and its financial subsidiaries (defined in item 4.3 below and hereafter referred to as the “DBJ Group”) that have the potential to unjustly harm the interests of clients (target transactions) due to a conflict of interest.

Conflicts of interest unjustly harm client interests due to (a) a conflict of interest between the DBJ Group and the client or (b) a conflict of interest between a client of the DBJ Group and another client (collectively referred to hereafter as “conflicts of interest”).

A “client” of the DBJ Group’s financial instruments related business is defined as (a) a party with which the DBJ Group already has a business relationship, (b) a party with which the DBJ Group could potentially have a business relationship, including those with which the group is negotiating transactions, and (c) a party which currently continually holds legal rights to a past transaction.

Financial instruments–related businesses are those operations that are conducted by DBJ and its financial subsidiaries and that are stipulated in Article 70-3 of the Cabinet Office Order on Financial Instruments Business, etc.

(2) Types of target transactions

Target transactions are determined based on the specific circumstances of an individual transaction. For example, the following transactions could potentially be target transactions.

  • Transactions in accordance with a delegation agreement the DBJ Group has entered into with a client where there is concern that fiduciary duty and due diligence obligations cannot be fulfilled due to a conflict of interest despite an obligation to undertake these duties.,
  • Transactions where there is concern that fiduciary duty cannot be fulfilled due to a conflict of interest, despite an obligation to undertake this fiduciary duty.
  • Transactions where there are concerns that the expectations of a client cannot be fulfilled due to a conflict of interest despite reasonable expectations by the client that priority will be placed on the interests of said client in accordance with the deep bonds of trust that have been formed between the client and the DBJ Group.
  • Transactions that secure benefits for said client or another client that exceed reasonable boundaries through the use of non-disclosed client information that should be protected by the DBJ Group.
  • In addition, transactions where there is a concern that a client’s interests will be unjustly harmed due to a conflict of interest.

That said, actions prohibited by the Financial Instruments and Exchange Act and other laws and ordinances are not considered target transactions.

3. Scope of the company to which the Conflicts of Interest Management applies

As in 4.2 (1) above, target transactions are those conducted by DBJ or its financial subsidiaries. Financial subsidiaries are those DBJ subsidiaries and affiliates that fall under Article 36-5 of the Financial Instruments and Exchange Act. Major DBJ Group financial subsidiaries are as follows:

  • DBJ Securities Co., Ltd.
  • DBJ Capital Co., Ltd.
  • DBJ Asset Management Co., Ltd.
  • DBJ Singapore Limited
  • DBJ Europe Limited
  • DBJ Investment Advisory Co., Ltd.
  • DBJ Americas Inc.

4. Transaction management methods that are potentially a conflict of interest

We shall adequately protect the interests of our customers using the following methods or other approaches in the event said transaction is identified as a target transaction and as long as it does not violate the legal or contractual duties of the DBJ Group (including but not limited to confidentiality). (The following methods are merely solid examples and are not necessarily undertaken in dealing with every target transaction.)

  • Separation of the department conducting the target transaction from the department that is conducting the transaction with said client
  • Change in the terms or method of the target transaction and with said customer
  • Termination of the target transaction or with said customer
  • In conjunction with the target transaction, proper disclosure to said client that their interests may be unjustly harmed

5. Conflicts of Interest Management System

The Conflicts of Interest Management Division is formed by the Legal Affairs & Compliance Department to ensure the proper implementation of the management of conflicts of interest.

The Conflicts of Interest Management Division accurately identifies target transactions and manages conflicts of interest based on this policy. In addition, as part of a financial institution registered under the Financial Instruments and Exchange Act, this division is necessary to manage conflicts as stipulated under said law. On top of this, the division gathers and centrally manages information related to said transactions, including transactions conducted by DBJ subsidiaries, as long as the DBJ Group maintains legal confidentiality and does not violate confidentiality with customers.

The Conflicts of Interest Management Division records measures carried out to identify and manage target transactions and stores these records for five years from the date of preparation.

To ensure the proper management of these measures, the Conflicts of Interest Management Division provides the executive in charge of each DBJ Group department the details of operations, and all executives and employees are notified of this policy as well as policies that factor in the procedures for services and operations. In addition, the management scheme for conflicts of interest management regularly undergoes verification.