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Corporate Governance

Basic Management Policy

The Taisho Pharmaceutical Holdings Group's mission is ''to contribute to society by creating and offering superior pharmaceuticals and health-related products as well as healthcare-related information and services in socially responsible ways that enrich people’s lives by improving health and beauty.'' To fulfill this mission, the Company aims to establish even stronger management foundations to ensure that it continues to achieve steady growth and development amid global competition.

Basic Approach to Corporate Governance

The Company positions the achievement of the Group's aforementioned mission and the enhancement of corporate governance as a crucial management priority. Accordingly, the Company has established an appropriate Groupwide business management framework for properly monitoring and supervising the status of business and operational execution at the Company and Group companies. Specifically, the Company's basic approach to corporate governance is for the Company's Board of Directors, and corporate auditors and the Board of Corporate Auditors to work in close collaboration, while properly managing the entire Group by exchanging information with the business management bodies of the Company and Group companies.

Moreover, the Company has a structure in which various committees address a variety of business management issues faced by the Company and Group companies. These committees include the Confidential Information Management Committee, the Risk Management Committee, the Internal Control Assessment Committee, and the Compliance Advisory Committee. The Company implements Groupwide monitoring of various issues in each field, and has a reporting system in place to ensure that this information is communicated to business managers at the Company and various Group companies.

The Company's basic approach to corporate governance is to properly operate this structure in order to achieve its business objectives and fulfill its social responsibilities.

Corporate Bodies

The Company has adopted a corporate governance structure with a Board of Directors as well as corporate auditors and a Board of Corporate Auditors.

Appointment of Directors

As of June 28, 2019, the Board of Directors had 9 directors, including 2 outside directors.

Appointment of Corporate Auditors

As of June 28, 2019, the Board of Corporate Auditors had 4 corporate auditors, 2 of whom are external appointees.

Appointment of Accounting Auditor

The Company is subject to audits by PricewaterhouseCoopers Aarata, which has been appointed as the Company’s accounting auditor.

Monitoring Framework

Internal Audits

The Company’s Audit Division is an internal audit organization that has been established as a specialized audit department independent of the Company’s lines of business execution. While remaining in close contact with audit organizations established at Group companies, the Audit Division formulates an audit plan reflecting the materiality of risk, and coordinates and manages the implementation of internal audits. For the purpose of performing efficient and effective audits, the Audit Division closely collaborates with the corporate auditors, and the accounting auditor.

Compliance

The Company has formulated Our Code of Conduct to enforce compliance. With the Compliance Management Section as the coordinating department, the Company strives to ensure that all Group companies uphold legal compliance and business ethics in the daily conduct of business.

Risk Management

The Company has a risk management system in which a Risk Management Committee initiates response measures depending on the nature, magnitude and other aspects of risk. In addition, the Company manages risks associated with management strategies by having the representative directors and other members of top management implement rapid and flexible responses as necessary.

The Risk Management Coordination Section conducts inspections and provides advice and guidance on all aspects of risk management activities at the Company and Group companies. The Risk Management Coordination Section is working to enhance risk management to enable the Company and Group companies to prepare for and respond flexibly to various risks.

Corporate Governance Structure

Corporate Governance Report

  Date of Last Division
Corporate Governance Report [573KB] June 28, 2019

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