Corporate Governance Structure

Basic Policy

Under the corporate philosophy of "Patient Comes First", our group recognizes the extreme importance of maximizing management quality and corporate values through our business activities as a "manufacturer", while maintaining and advancing appropriate relationship with shareholders and all the other stakeholders. To this end, it is our key management task to run a management control structure aimed at improving management transparency, soundness and efficiency, thereby enhancing corporate governance.

Corporate Governance Structure

Our corporate governance structure as a company with corporate auditors, consists of three external auditors designated as independent directors to boost their function of supervising work execution. One external director, well versed in the medical device industry, is also appointed to increase the effectiveness of the supervisory function on directors' execution of work from external perspectives. In terms of the management supervisory function, there is a sufficiently-functioning structure in place.

The overview of the corporate governance structure is as follows:

The Board of Directors determines important matters concerning the execution of work duties e.g. deciding the basic management policy and adopting a business strategy, while supervising work performance of directors. Internal regulations are in place concerning matters to be submitted to the Board of Directors, as a mechanism for appropriate deliberation and reporting.

In addition to the Board of Directors, directors and executive officers attend monthly meetings of the Board Meeting to make management decisions, deliberate on work execution and report the status of work implementation.

The Board of Company Auditors has a system in place to enable independent and fair auditing. Full-time auditors also attend key meetings such as the Board of Directors, the Executive Committee and the Management Council to gather necessary information and gain common understanding of management tasks. The directors and employees immediately report to company auditors on matters that may have a grave impact on our group and the status of internal auditing.

The Nominating Deliberation Committee consists of members selected by the Board of Directors, and deliberates on the qualifications, aptitude and other elements of those considered for the position of the company’s director or executive officer. The Performance Assessment Committee consists of members selected by the Board of Directors. It serves to maintain fairness, transparency and objectivity in the process for determining directors’ remunerations, and evaluates the performance of directors and executive officers.

Corporate Governance Structure