Corporate Governance

Our Group of companies 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 Group activities and enhance corporate governance.
We are focusing attention on timely and appropriate information disclosure, transparent decision-making processes, enhanced accountability, and more potent corporate governance.

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

The board of directors is composed of 6 directors, including 3 ones who belong to the audit committee, and of which 4 are outside directors, including the 3 outside directors who belong to the audit committee. They can make decisions efficiently and oversee business operations.

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, and a professor who is versed in corporate management.

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 rules and regulations, the articles of incorporation, etc., and the effectiveness of internal controls. The Internal Audit Section is audited internally by the head of the Corporate Planning Department. The Head of Internal Audit prepares an annual internal audit plan before seeking approval of the President & CEO and notifies departments/divisions that are to be audited. Internal auditing includes internal controls and is aimed at examining corporate business and financial statuses, and facilitating streamlined management and enhanced efficiency.

Situation of Accounting Audit

Name of audit corporation: Hinode Audit Corporation
Continuous auditing period: 4 years

The company selected Hinode 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.

Corporate governance