Corporate Governance

Overview of Corporate Governance

We regard the enhancement and strengthening of corporate governance as one of our most important management issues in order to increase corporate value and achieve sustainable growth as a company with a raison d'etre and existence value. We have formulated the Kissei Pharmaceutical Corporate Governance Basic Policy, and in addition to appropriately responding to the Corporate Governance Code by implementing the matters stipulated in this basic policy, we aim to foster trust with shareholders and other stakeholders and to develop a sound and sustainable company that is needed by society.
We regard the Board of Directors as the body that makes decisions on basic management policies and important management matters, as well as oversees the status of business execution, and strive to speed up decision-making and improve management transparency.
In the execution of business entrusted by the Board of Directors, the Company has established a system in which the Chairman of the Board (CEO), the Chief Executive Officer, oversees overall management, and the President and Chief Operating Officer (COO), the Chief Operating Officer, is responsible for the overall execution of business, with the purpose of strengthening the management system and enhancing flexibility and further strengthening management capabilities. In addition, at the Board of Managing Directors, which consists of managing directors or above, the CEO convenes the meetings to discuss and decide on the matters to be discussed beforehand. In addition, the Business Execution Committee has been established as an advisory body to the COO to assist in the consideration of the decision-making of the COO as well as management issues to be proposed and reported to the Board of Directors. In addition, we have established the Business Execution Management Council, which is attended by our directors, Audit & Supervisory Board Members, persons in charge of business divisions, representative directors of affiliated companies, and executive officers to share management information, the latest industry trends, and the content of business activities of the Group.
The Nomination and Compensation Deliberation Committee has been established as an advisory body to the Board of Directors with the purpose of ensuring the independence, objectivity, and transparency of deliberations by the Board of Directors. The Nomination and Compensation Committee deliberates on proposals for the election and dismissal of directors and makes proposals to the Board of Directors for the election and dismissal of directors. In addition, the level of remuneration for directors and other matters are discussed in the Committee and proposed to the Board of Directors.
We are a company established by the Audit & Supervisory Board. The Audit & Supervisory Board consists of four members, including two outside Audit & Supervisory Board members. The division of duties of auditors is stipulated in the audit plan, and the audit policy, plan and audit results are reported to the board of directors.
In June 2022, we introduced an corporate officer system with the purpose of further strengthening corporate governance and building a more flexible business execution system in light of the rapid changes in the business environment.

Corporate Governance Bodies and Internal Control System