Corporate Governance

Basic Philosophy

The Company has stipulated its human health care mission in its Articles of Incorporation and endeavors to share this mission with its shareholders. To realize human health care, the Company recognizes that it must carry out company policies with a long-term perspective, and that putting forward such policies is only possible with the trust of its shareholders. Accordingly, the Company is working to enhance its corporate governance, gain the trust of its shareholders, and ensure that company shares are secure over the long term for shareholders.
To effectively carry out corporate governance, the Company has established a system designed to stimulate corporate vitality, ensure fair management, and increase the transparency of management. The Company strives to continuously enhance management practices related to corporate governance, and to this end, adopted the Company with Committees System in June 2004.
Central to the Company's corporate governance is the clear separation between the functions of supervision and operation that makes the most of the Company with Committees System. In order to ensure this separation, outside directors with independence and neutrality are appointed. By having the Board of Directors delegate business decision-making exclusively to officers, the Company ensures the increased mobility and flexibility of officers involved in operations, as well as autonomy in establishing internal controls, thereby increasing management dynamism. Entrusted by the Company's shareholders, the Board of Directors, in which the majority of members are outside directors, focuses on overall supervision activities to ensure objectivity and fairness in management.

A summary chart of the Company's corporate governance system is shown below.

Special Features of the Company's Corporate Governance System

The Board of Directors of the Company has developed the corporate governance guidelines with a view to achieving the best possible corporate governance. The guidelines are reviewed regularly and applied strictly.
The characteristic features of the Company's corporate governance system are as follows.

1. 1.As far as allowed by law, the Board of Directors shall broadly delegate company management decisions to a great extent to Executive Officers, and focus exclusively on management oversight.
2. 2.The Board of Directors shall be composed of members who have a diverse range of specialized professional knowledge and experience. Outside Directors shall constitute the majority of the Board of Directors.
3. 3.The Chair of the Board of Directors shall, in principle, be an Outside Director and be separated from the President and CEO (Representative Executive Officer).
4. 4.Outside Directors shall not only meet the necessary requirements for the Companies Act but also be independent of the Company.
5. 5.The Nomination Committee and Compensation Committee shall be composed solely by Outside Directors.
6. 6.Outside Directors shall constitute the majority of the Audit Committee, with the remainder consisting of Inside Directors who are well informed about matters within the Company.
7. 7.The Chairs of the Nomination Committee, the Audit Committee, and the Compensation Committee shall be Outside Directors.
8. 8.The President and CEO (Representative Executive Officer) shall be the only Director with additional duties as an Executive Officer.
9. 9.A meeting attended solely by the Outside Directors will be held once each year.
10. 10.The Board of Directors will conduct a review of its own activities once each year in conformance with corporate governance guidelines.
11. 11.The Independent Committee of Outside Directors, composed entirely of Outside Directors, will be formed, and it shall be responsible for maintenance, revision, and abolition of matters related to the “Policy for Protection of the Company's Corporate Value and Common Interests of Shareholders [PDF 183KB]”.