At Nippon Shinyaku, we recognize that it is a critical management priority to fulfill our accountability to all stakeholders, by securing the transparency of management in order to raise our corporate value through social contributions. This makes it essential for our corporate governance to function effectively, and we are committed to further expanding the framework for internal control, compliance, and risk management.
The Company shall,
- (1) Respect the rights of shareholders and ensure the equality
- (2) Have a responsibility to all stakeholders including shareholders and cooperate the stakeholders appropriately.
- (3) Disclose Company information timely and properly, and ensure transparency and equality of decision-making.
- (4) Make effective use of management resources and augment management activities by prompt and resolute decision-making.
Additionally, as of December 15th in 2015, the Company laid down “ Corporate Governance Basic Policy ” in which basic ideas and policies were consolidated.
Overview of Framework for Corporate Governance
The Company is a Company with Auditors which consists of 12 Directors including 4 external directors and 4 Auditor & Supervisory Board Members (Corporate Auditors) including 2 outside auditors.
To clarify the management responsibility and establish the optimal management system against changes of management circumstances agilely, the Company requires the Directors to serve one-year term.
The Company appoints 4 external Directors to further strengthen oversight of company operations by the Directors and strive to further progress the management transparency and objectivity. The Company adopted an auditor system in which Auditor & Supervisory Board Members shall attend all Board meetings and critical meetings on business. The Company ensures the independence of 2 outside auditors from the Company and the management oversight function by Audit & Supervisory Board.
- Corporate Governance Report （Last Update：June30,2021） PDF899 KB
- Corporate Governance Basic Policy （Last Update：June29,2021） PDF512 KB
Response to the Corporate Governance Code
Conforming to the objectives and spirit of the Corporate Governance Code established by the Tokyo Stock Exchange (TSE) in June 2015, Nippon Shinyaku reexamined the status of its activities with regard to the General Principles of the Corporate Governance Code so as to ensure sustainable growth and medium- to long-term enhancement of its corporate value. In its Corporate Governance Report published in November 2017, Nippon Shinyaku implemented “Disclosure Based on the Principles of the Corporate Governance Code,” also disclosing “Reasons for Non-compliance with the Principles of the Corporate Governance Code.”
Total sum of remuneration for each officer category, subtotals of types of remuneration, and the number of recipient officers (FY 2020)
|Officer category||Total sum
(millions of yen)
|Subtotal by type (millions of yen)||Number of recipient officers|
|Basic fixed remuneration||Performance-linked remuneration|
|Directors (excluding external directors)||398||201||196||8|
|Auditors (excluding external auditors)||34||34||-||3|
Officers’ remuneration, the sum and calculation method, and how they are determined
In Nippon Shinyaku’s policy on officers’ remuneration, the sum and calculation method are determined on the basis of each officer’s grade and performance. The monthly salary is composed of a fixed part based on the grade and a part based on performance appraisal. Bonuses (offered to executive directors only) are performance-linked and set by multiplying the company’s annual operating income by a fixed percentage attributed to each officer grade.
Dialogue with Shareholders
To ensure sustainable growth and enhance medium- to long-term corporate value, Nippon Shinyaku actively engages in constructive dialogue with its shareholders. Such dialogue is followed up with the company’s efforts to develop and improve internal systems for reliable information disclosure and mechanisms that incorporate learnings from dialogue with shareholders into company management.
Cross-shareholdings and the basic policy on the exercise of voting rights related to cross-shareholdings
- Nippon Shinyaku decides for or against cross-shareholdings in view of the importance of forming or maintaining transactions with concerned parties, the reinforcement of business partnership and other operating alliances, and the rationality of cross-shareholdings in terms of risks and returns.
- With regard to major cross-held shares, Nippon Shinyaku’s Board of Directors periodically checks the rationality of their purposes and economic efficiency at its meetings.
- Nippon Shinyaku responsibly exercises its voting rights associated with cross-held shares by examining whether or not the motions in question contribute to the enhancement of Nippon Shinyaku’s and the issuing company’s corporate value.
Basic Policy on Internal Control System
The Company is striving to act with higher ethical sense, putting human dignity first and taking consistently into consideration of social contribution. The Company recognizes the aforementioned is involved closely to the progress of corporate value. Internal control system is a measure to achieve it and shall be practiced by all the people who comprise a business organizer. The reliability of financial reporting shall be ensured based on compliance with law and enhancement of effectiveness and efficacy in business. The Company thinks that internal control system shall provide the rational assurance, aiming at its goal to ensure the above reliability.