Corporate Governance

Our company is pursuing technological innovation combined with creativity to provide quality products and services and contribute to health care and welfare provision around the world. To this end, we are working to improve all activities and enhance corporate governance.
We will work to strengthen the management oversight functions by establishing a system for business administration and auditing, while ensuring timely and appropriate information disclosure, transparency in decision-making, and enhanced accountability.

Outline of the Corporate Governance System

As corporate organs, we have general meetings of shareholders, the board of directors, and the audit committee. In addition, we have a management council to streamline the decision-making process for executing business operations.

Board of Directors

At meetings that are held basically once a month, the board of directors makes resolutions about important management matters in accordance with laws, the articles of incorporation, and the regulations for the board of directors of the company, and receives reports on the progress of business operations. When significant matters arise, extraordinary meetings are held as necessary.The board of directors is composed of six members, including three outside directors who also serve as audit and supervisory committee members. This structure ensures both efficient decision-making and appropriate supervision of business execution.

Audit Committee

At meetings that are held basically once a month, the audit committee makes resolutions about important items in accordance with laws, regulations, the articles of incorporation, and the regulations for the audit committee of the company, reports the progress of business operations, and so on. The outside director who serves as chairperson of the audit committee participates in important meetings, including the meetings of the board of directors, and audits the situation of business executions appropriately. The audit committee is composed of 3 outside directors: a lawyer specializing in laws, a certified public accountant who possesses the knowledge about finance and accounting.

Management Board

The Management Board, comprising full-time directors and the heads of departments/divisions, meets, in principle, at least once a month. This Board deliberates on important corporate matters and reports on business progress in accordance with the Management Board rules. The outside director who serves as chairperson of the audit committee attends the management council or receives reports from it, to oversee the situation of business operations.

Situation of the Audit Committee

The audit committee is composed of 3 directors (all of them are outside directors) who belong to the audit committee.

The audit committee members can sufficiently oversee the business operations of directors, excluding the directors who belong to the audit committee, and prevent wrongdoing and the violation of laws, regulations, or the articles of incorporation, by attending the monthly meetings of the audit committee, the meetings of the board of directors and the management council, and other important meetings held inside the company, investigating corporate properties and business operations, and interviewing executive directors, such as the representative director and president, on a regular basis.

Situation of Internal Audit

The Internal Audit Office, under the direct control of the President & CEO, is staffed by one person who monitors observance of laws, the articles of incorporation, and internal regulations, as well as the effectiveness of internal controls. The Internal Audit Office is audited internally by the Business Administration Department and the General Affairs and Legal Department in cooperation.The Head of Internal Audit prepares an annual internal audit plan in advance, obtains approval from the President & CEO, and notifies the relevant departments/divisions to be audited. Internal auditing includes assessments of internal controls and is aimed at examining the company’s business operations and assets, thereby contributing to streamlined management and enhanced efficiency.The results of internal audits are reported to the President & CEO and the Audit and Supervisory Committee. After the audits, the Head of Internal Audit confirms the status of improvements at the audited departments. In addition, to ensure the reliability of financial reporting in accordance with the Financial Instruments and Exchange Act, the Internal Audit Office evaluates the development and operation of company-wide internal controls and key business processes.

Situation of Accounting Audit

Name of audit corporation: Keyaki Audit Corporation
Continuous auditing period: 7 years

The company selected Keyaki Audit Corporation as a comptroller, after comprehensively considering its quality control system, expertise, audit fees, etc. If this becomes necessary, for example, as it is difficult to execute the duties of the comptroller, we will make a resolution to dismiss or not to reappoint the comptroller and submit it to a general meeting of shareholders.

Close relations with internal audits, Audit and Supervisory Committee, and accounting audits

Our company maintains close relations with the Internal Audit Section, the Audit and Supervisory Committee, and the accounting auditor for exchanging of information and opinions as required, and enhancing the auditing function through improved effectiveness and efficiency. The Internal Audit Section also assists the Audit and Supervisory Committee and acts on their instructions for auditing, free from the command and control of the directors and the head of the Internal Audit Section. The Internal Audit Section attends Audit and Supervisory Committee meetings for exchanging of information.