Corporate Governance

We take very seriously the managerial responsibilities with which our shareholders have entrusted us. Thus we strive to ensure that our management organization and operations are appropriate, and our top priority to guarantee that management is fair by making it as transparent as possible to our shareholders, customers and society.

1. Organization

We are reinforcing corporate governance with the aim of boosting management transparency and efficiency. We have divided the management functions into two main areas: decision-making and supervisory functions; and executive functions. The former functions are handled by directors (Board of Directors) and the latter by corporate officers (at Corporate Executive Officer meetings).
Nippon Chemiphar has a board of company auditors, the Audit & Supervisory Board. Members participate in Board of Directors’ and other important meetings, thereby determining the overall activities of the directors and executive officers, while conducting audits from a strictly neutral perspective.

2. Auditing

Our auditors ensure the legality of our operations by inspecting them and ensuring they meet our auditing standards and auditing plan. They attend Board of Directors and other important management meetings, as well as inspect and verify reports they receive from directors, corporate officers, and employees. Should the need arise, they also verify operations and assets.
This has allowed the Company to established a system with auditing functions sufficient for the establishment of fundamental policies and priorities, as well as the appropriate execution of business. In addition, in the executive department we have set up the President’s Office Internal Audit Division, a body directly controlled by the president and designed to strengthen the Company’s internal controls.

3. Selection of Independent Outside Directors, Auditors

When designating outside directors or auditors, the company selects candidates who satisfy both the independence requirements of the Tokyo Stock Exchange, as well as the Company’s standards for determining independence for outside directors.
The candidates must also be specialists with experience in their areas of expertise and have sophisticated knowledge, experience and ability based on work experience related to the Company’s fields of business. Finally, all candidates must possess a sense of responsibility.

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