GovernanceCorporate Governance
Policy and Basic concept
In order to achieve sustainable growth and increase corporate value over the medium to long term, the Group has established a management system capable of making decisions and executing business in an appropriate and prompt manner in response to changes in the external environment. At the same time, to achieve management that is both fair and transparent, we have made corporate governance a priority.
In addition, in order to maintain and improve high ethical standards as a healthcare-related company, the Group companies as a whole will promote corporate activities under the shared corporate philosophy, in accordance with the standards of conduct and various internal regulations that should be taken toward various stakeholders.
The following is a diagram of the group's corporate governance.
Governance system
The Board of Directors makes decisions and votes on matters provided for in laws and the articles of incorporation, as well as matters set forth in the Regulations of the Board of Directors, which are of high importance for the Company’s business.
As business oversight is an important duty of the Board of Directors, Sawai uses a corporate officer system whereby corporate officers are entrusted with the execution of business in accordance with resolutions passed by the Board of Directors. Executive policy is discussed and decided on at the Group Strategy Council, which are attended by the Chairman, President, and corporate officers. Matters that involve sums below a certain threshold and that are of low importance are executed according to the Decision-making Standards Table, which is provided for separately, in the interest of ensuring efficiency and flexibility.
The Company also elects chief officers and officers in charge of the corporate functions of each Sawai Group company. These individuals are tasked with directing and supervising these companies and providing regular situation reports to the Board of Directors in order to ensure proper corporate supervision.
Audit system
We have established the Regulations of the Audit & Supervisory Board, the Auditing Standards for Audit & Supervisory Board Members, and the Regulations of Internal Audit, and are working to strengthen the functions of Audit & Supervisory Board through cooperation with the Audit & Supervisory Board, the Group Internal Inspection Office, and the Accounting Auditor.
The full-time Audit & Supervisory Board member serves as the chairman of the Audit & Supervisory Board, attends meetings of the Board of Directors, the Group Strategy Council and other important meetings, inspects important approval documents, etc., investigates the status of operations and assets at the head office and major business offices, and reports to the Audit & Supervisory Board to share information, collaborates and cooperates with External Audit & Supervisory Board members. In addition, the fulltime Audit & Supervisory Board members regularly have opportunities to communicate with the Representative Director and President, and exchange information with the directors of subsidiaries and receive reports on their businesses. Fulltime Audit & Supervisory Board members and the General Manager of the Group Internal Inspection Office exchange information on the status of development and operation of internal control, business audit, theme audit, etc., based on the “Cabinet Office Order on the Systems for Ensuring the Adequacy of Documents on Financial Calculation and Other Information.” In addition, the internal audit reports prepared by the Group Internal Inspection Office are circulated to the full-time Audit & Supervisory Board Member, and the contents are reported to the Audit & Supervisory Board by the full-time Audit & Supervisory Board member.
Nomination, Remuneration and Other Governance Committee
Sawai’s Nomination, Remuneration and Other Governance Committee comprises directors elected by approval from the Board of Directors. Committee members with particular vested interests in matters deliberated on by the committee are required to refrain from voting on such matters.
Committee resolutions must be passed by a majority of the committee members in attendance, and a majority of all members able to vote must be in attendance. The primary matters deliberated on by the committee are the election and dismissal of Company leadership and the chief executive officer (CEO); succession plans for the CEO; compensation for Company leadership and corporate officers; and the basic policies, regulations, and procedures involved in these matters. The committee reports the results of its deliberations to the Board of Directors.
The Board of Directors is required to fully respect all advice and recommendations received from the committee.
| Chairman | External Director |
|---|---|
| Meetings held in fiscal 2023 | 7 |
Group Strategy Council
The Group Strategy Council deliberates on important matters to be submitted to the Board of Directors, discusses and decides the execution policy of matters resolved at the Board of Directors meetings, and analyzes business results and discusses the countermeasures.
| Chairman | Representative Director and President (Group COO) |
|---|---|
| Meetings held in fiscal 2023 | 14 |
Group Sustainability Committee
The Group Sustainability Committee deliberates and decides on the Group's basic policy on sustainability, establishes and maintains a system for promoting sustainability, and assists Group companies in establishing and maintaining their own systems for promoting sustainability, and receives reports.
| Chairman | Group Chief Sustainability Officer |
|---|---|
| Meetings held in fiscal 2023 | 4 |
Group Governance Council
The Group Governance Council, which is made up of four committees, meets to build, maintain, and improve the governance system of the entire Group. The council works to improve the sustainable growth and raise the corporate value of the overall Group in the medium and long term.
| Chairman | Representative Director and Chairman (Group CEO) |
|---|---|
| Meetings held in fiscal 2023 | 1 |
Other committees
Group Investment Committee
The Group Investment Committee undertakes objective, rational, and careful deliberations when examining and making decisions regarding important investment projects and the annual investment budget.
| Chairman | Representative Director and Chairman (Group CEO) |
|---|---|
| Meetings held in fiscal 2023 | 17 |
Group Risk Management Committee
To reinforce the management of various risks that the Company and Group companies face, the Group Risk Management Committee overseas risk management and manages and evaluates progress in managing risks and works to continually improve risk management.
| Chairman | Group Chief General Affairs Officer |
|---|---|
| Meetings held in fiscal 2023 | 2 |
Group Compliance Committee
The Group Compliance Committee conducts education and enlightenment activities, etc., for officers and employees and strives to raise awareness of compliance throughout the Group.
| Chairman | Group Chief Compliance Officer |
|---|---|
| Meetings held in fiscal 2023 | 9 |
Group Information Security Committee
The Group Information Security Committee shares information on information security, examines and deliberates on responses to issues, and works to smoothly manage information security.
| Chairman | Group Chief Digital Transformation Officer |
|---|---|
| Meetings held in fiscal 2023 | 3 |
History of measures to strengthen governance
| 1995 | Established a system in which a majority of Audit & Supervisory Board Members (2 of 3) are external members |
|---|---|
| 2008 | Established Compliance Committee and Internal Control Committee |
| 2012 | Appointed one Independent External Director |
| 2013 | Introduced stock option compensation for Directors |
| 2015 | Established CSR Committee (current Group Sustainability Committee) |
| 2015 | Formulated a basic policy on corporate governance |
| 2015 | Appointed female director as Independent External Director, creating a system of two independent external directors |
| 2015 | Established Information Security Committee |
| 2016 | Started to evaluate the effectiveness of the Board of Directors |
| 2017 | Established Risk Management Committee |
| 2019 | Established Nomination, Remuneration and Other Governance Committee |
| 2020 | Had independent external directors account for one-third of directors |
| 2021 | Transitioned to holding company (to strengthen group governance) |
| 2021 | Joined Listed Company Board Member’s Governance Forum and strengthened information sharing with and training for Directors and Audit & Supervisory Board Members |
| 2023 | Have independent external directors account for one-half of directors |
* Items before transitioning to holding company in 2021 are for Sawai Pharmaceutical