The Group’s vision is to become one of Japan’s global biotechnology champions. The Group continues to build management system to support further business expansion and recognize that building an effective corporate governance system is an important management priority to enhance its corporate value over the medium to long term. For this reason, the Group utilizes outside directors and establishes cooperation between the Audit Committee, the external auditor and the Internal Audit Department, to support the strategic management and oversight functions of the Board of Directors. At the same time, the Group is striving to increase the integrity and transparency of management and further improve its corporate governance by fulfilling its accountability to various stakeholders, including shareholders, employees, business partners, customers, creditors, consumers and local communities.
Corporate Governance System
The Company has a Nomination Committee, a Compensation Committee and an Audit Committee. An overview of the committees is as follows.
The Nomination Committee comprises two outside directors and one director serving concurrently as a representative executive officer. The Nomination Committee sets the remuneration policy for directors and executive officers, and, based on that policy determines their individual remuneration in view of performance and other contributions to the company.
The Compensation Committee comprises three outside directors and one director serving concurrently as a representative executive officer. The committee meets once a year, in principle, to decide on the compensation for each individual director and executive officer after considering their results, performance and other contributions to the Company, and taking the Company’s operating environment into account.
The Audit Committee comprises three outside directors and meets once every three months, in principle. The Board of Directors and Executive Officers are responsible for the appointment and dismissal of external auditors and for overseeing the execution of their duties. The Audit Committee does not have full-time members but it works closely with the Internal Audit Department.
Decision-Making Body for Dividend of Surplus
With regard to matters such as the dividend of surplus stipulated in the items under Article 459, Paragraph 1 of the Companies Act, the Company’s Articles of Incorporation stipulate that in order to enable flexible decision-making the Board of Directors shall decide on these matters without a resolution from the General Meeting of Shareholders, except in cases where it is otherwise stipulated by laws and regulations.
In accordance with the provisions of Article 454, Paragraph 5 of the Companies Act, the Company stipulates in the Articles of Incorporation that interim dividends can be paid by resolution of the Board of Directors, with June 30 as the base date each year. This is to enable flexible return of profits to shareholders.
Matters Requiring a Special Resolution of the General Meeting of Shareholders
With regard to special resolutions of the General Meeting of Shareholders stipulated in Article 309, Paragraph 2 of the Companies Act, to ensure smooth operation of the General Meeting of Shareholders, the Company’s Articles of Incorporation stipulate that these resolutions must be made by a vote of at least two-thirds where shareholders holding at least one-third of the voting rights of the shareholders eligible to exercise voting rights are present.
Acquisition of Treasury Shares
To enable execution of flexible capital policies in response to changes in the management environment, the Company’s Articles of Incorporation stipulate that the Company may acquire its own stock from market exchanges by resolution of the Board of Directors, in accordance with the provision of Article 165, Paragraph 2 of the Companies Act.