Corporate Governance

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 January 2024, 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.”

Officers’ Remuneration

Total sum of remuneration for each officer category, subtotals of types of remuneration, and the number of recipient officers (FY 2023)

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.

Succession Plan

Succession Plan

Nippon Shinyaku recognizes that it is important to train successors from various perspectives based on the future vision of the Company. We run HONKI Juku selective training programs which are classified into Leader, Management, and Executive according to the position and number of years at the Company of trainees.
The Leader program targets the younger group from age 25 to 35 to quickly uncover and pick out leader candidates. The Management program provides lectures on management basics and middle management for executives from age 36 to 45 to acquire the perspective of a department manager. The Executive program aims for acquisition of practical management knowledge to train the next generation of management candidates. Through these efforts, we constantly secure motivated and outstanding human resources, striving to develop and acquire the human resources to lead the Company in the future.

Training for Officers

Nippon Shinyaku holds training and debriefing sessions attended by all Directors, in order to convey information that is essential for Directors on legal responsibilities, corporate governance, etc., and to share information on the important operations performed by each division. Audit & Supervisory Board Members can also attend these sessions. New Directors and new Audit & Supervisory Board Members receive new officer training offered internally upon their assumption of office. In this manner, Nippon Shinyaku provides the necessary training opportunities for Directors and Audit & Supervisory Board Members, covering any expenses incurred.

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.

Skills Matrix