Corporate
Governance
The Board of Directors has long served as the Company's monitoring body. In light of the recent revision of Japan's Corporate Governance Code, we will further deepen discussions on integrating business strategy and sustainability.
Tomoko Nakagawa,
Executive Officer, Chief Sustainability (ESG) Officer (CSO)
Basic Approach
The Company recognizes corporate governance as one of its highest management priorities and promotes management with the aim of maximizing corporate value.
Based on the principle of fairness toward all stakeholders and to ensure management decisions are not driven solely by internal perspectives, the Company amended its Articles of Incorporation in June 2003 to require that a majority of directors be Independent Directors. These directors actively provide oversight and advice on the management conducted by Executive Officers from an objective and broad perspective with the goal of enhancing corporate value.
At the same time, authority and responsibility for business execution are delegated to Executive Officers, enabling faster decision-making and more efficient management.
Amendments to the Articles of Incorporation are implemented following approval at a General Meeting of Shareholders in accordance with the requirements set forth in the Companies Act and the Company's Articles of Incorporation.
In addition, the Board of Directors has established Corporate Governance Guidelines and seeks to continuously enhance its governance framework through regular review and revision of these guidelines.
Governance Structure
The Company has adopted the governance structure of a Company with Nomination Committee, etc.
Under this structure, authority for business execution is delegated to Executive Officers, allowing for agile business management. At the same time, three statutory committees, namely the Nomination Committee, Compensation Committee, and Audit Committee, are established, all of which are composed exclusively of Independent Directors. This ensures the effectiveness of the Board's oversight function.
This structure clearly separates management execution from oversight, thereby enhancing management efficiency, soundness, and transparency.
Given the Company's involvement in the medical device business, a voluntary Healthcare Compliance Committee has also been established. The committee consists of three Independent Directors with expertise in the medical field and monitors the status of regulatory compliance within the relevant businesses.
Corporate Governance Structure (As of June 30, 2026)
