Board of Directors / Board of Auditors｜Corporate Governance｜｜About Us

Composition of the Board of Directors

The Board of Directors consists of diverse Directors in terms of background, such as expertise, experience and gender. The number of Directors is maintained at an appropriate level in accordance with the provisions of the Articles of Incorporation in order to ensure that the Board of Directors functions most effectively and efficiently from the following viewpoints:

1 Sufficient diversity should be secured to conduct decision-making and supervision of management.
2 The Board of Directors Discussions should engage in active discussion on relevant matters, including concerns raised by the Independent External Directors.

In principle, at least one-third of the Directors are required to be Independent External Directors in order to make use of their abundant experience and expertise outside the Company for the management of the Company and, at the same time, to strengthen the supervisory function of the Board of Directors and improve the transparency of management.

Number of Directors	7
Number of Directors who are External Directors	4
Number of External Directors designated as independent officers	4

(As of May 27, 2025)

Composition of the Board of Auditors

The number of Auditors is as provided for in the Articles of Incorporation, and a majority of Auditors shall be External Auditors. Persons with the insight, high ethical standards, objectivity and integrity required of Auditors will be appointed. In particular, at least one person with expertise in finance, accounting and legal matters will be selected.

Number of Auditors	4
Number of Auditors who are External Auditors	3
Number of External Auditors appointed as independent officers	3

(As of May 27, 2025)

Roles of the Board of Directors

The Board of Directors aims to achieve the sustainable growth of corporate value by performing its supervisory function through realizing highly effective corporate governance and by making the best decisions using objective judgment and appropriately exercising its authority.

1 The Board of Directors makes important managerial decisions in accordance with laws, ordinances, the Articles of Incorporation and internal rules, and it supervises business execution.
2 After precisely understanding the cost of capital of the Company, the Board of Directors formulates management strategies and management plans, taking into consideration the management philosophy and changes in the external environment, and discloses their outline. As for the formulated management strategies and management plans, the Board of Directors annually checks and analyzes the progress status, reviews the business portfolio, and revises, as needed, the management resource distribution plans, including new investments, the establishment of new stores, system investments, and investments in human resource development.
3 The Board of Directors is proactively involved in the formulation and operation of successor development programs aimed at finding and developing capable Directors and top management for the Group, including its operating subsidiaries. Furthermore, based on the management philosophy and management strategies, the Board of Directors appropriately supervises the content of the programs and subsequent development through post-program assignment and promotion of the participants in the programs.
4 The Board of Directors delegates its decision-making to the Representative Directors in terms of business execution of matters other than those matters that should be decided by the Board of Directors, in accordance with laws and regulations, the Articles of Incorporation, and internal rules.
5 As for the meetings of the Board of Directors, each Director and Auditor shall secure an attendance rate of at least 80%.

Roles of the Board of Auditors

As an organization independent from the management team, the Board of Auditors performs audits concerning the Directors’ business execution, the internal control system, accounting, and other matters.

1 The Board of Auditors prepares a standard for appropriate evaluation of the Accounting Auditor. On an annual basis, the Board of Auditors evaluates the independence and expertise of the Accounting Auditor, based on the standard, and decides the details of the proposal for the General Meeting of Shareholders concerning the appointment or dismissal of the Accounting Auditor.
2 The Board of Auditors secures sufficient cooperation of External Directors so that they can smoothly collect information while maintaining their independence.
3The Board of Auditors collects necessary and sufficient information to perform appropriate audits by securing the cooperation of the Internal Audit Department, the Finance and Accounting Department, the Legal Department, and other departments concerned.

Reasons for Appointment of Directors and Auditors (As of May 27, 2025)

Mr. Katsunori Sugiura has been involved in management as Representative Director of the Company and Sugi Pharmacy Co., Ltd. while fulfilling his responsibilities by actively working on, for example, DX (digital transformation) strategies, overseas strategies, capital policies, and the promotion of the SDGs, without being constrained by conventional drugstore models, to realize a Total Healthcare Strategy designed to provide comprehensive support to customers, from the maintenance of health and prevention of disease to nursing care and terminal care. He has been reappointed based on the judgment that his management track record, broad business knowledge, leadership for sustainable improvement of corporate value, and willingness to take on the challenge of transforming drugstore models will significantly contribute to the further development and expansion of the Group.

Katsunori Sugiura

Representative Director & President / Date of birth: October 14, 1978
Mr. Shinya Sugiura, as Director & Senior Vice President of the Company and Sugi Pharmacy Co., Ltd., leads the Group’s sales division, and with his experience and knowledge in the healthcare business area, he has led the strategic acquisition of a major dispensing pharmacy in the industry and the post-acquisition integration process. He also performs his duties as Representative Director of SUGI Medical Co., Ltd. by promoting the healthcare and nursing care businesses. In addition, he is actively working on building an industry network by holding key positions in industry associations. He has been reappointed based on the judgment that his knowledge, experience, and network will significantly contribute to the development of the Group’s core business going forward.

Shinya Sugiura

Representative Director & Senior Vice President / Date of birth: November 30, 1979
Mr. Eiichi Sakakibara, as Representative Director of the Company and Sugi Pharmacy Co., Ltd., has led the Group and passed on its management philosophy while fulfilling his responsibilities with his profound insights and extensive experience in the drugstore industry by actively working on, for example, creating stores and improving customer services that suit the changing lifestyles of consumers and strengthening compliance. He has been reappointed based on the judgment that his management track record, broad business knowledge, and leadership for sustainable improvement of corporate value will significantly contribute to the further development and expansion of the Group.

Eiichi Sakakibara

Director & Chairman / Date of birth: August 14, 1956
Mr. Shigeyuki Kamino has been involved in the management of other companies for many years. Based on his extensive experience and knowledge in management, he actively provides opinions and recommendations during the deliberations of board meetings. He also serves as Chair of the Nomination and Remuneration Committee. He has been reappointed based on the judgment that he is capable of supervising Directors’ execution of duties from a broad perspective on corporate management, business strategies, and organization and human resource management.

Shigeyuki Kamino

External Director / Date of birth: May 23, 1947
Mr. Shiro Uchida has provided management guidance to major companies both in Japan and abroad and managed multiple companies by leveraging his professional experience as a certified public accountant in Japan and the U.S., as well as extensive experience and knowledge in management strategy and DX. He has been reappointed based on the judgment that he can be expected to supervise Directors’ execution of duties from a professional perspective regarding DX, corporate management, financial affairs, M&A, etc.

Shiro Uchida

External Director / Date of Birth: April 2, 1955
Mr. Hideaki Takaishi has extensive experience and in-depth knowledge of business investment, corporate finance, and overseas business, which he gained through his many years of financial and overseas experience at a major general trading company. He also serves as an external director or auditor for major Japanese companies. He has been reappointed based on the judgment that he can be expected to supervise Directors’ execution of duties from a professional perspective regarding overseas strategies, capital policies, financial strategies, risk management, M&A, etc.

Hideaki Takaishi

External Director / Date of Birth: October 7, 1958
Ms. Kaseri Oura has worked for major pharmaceutical manufacturers both in Japan and abroad and has diverse strategic perspectives as well as extensive experience and in-depth knowledge of organizational management from her many years in the global pharmaceutical industry. She has been reappointed based on the judgment that she can be expected to supervise Directors’ execution of duties from a professional perspective regarding the development of healthcare strategies in collaboration with the pharmaceutical field, global organizational management, and corporate management that embraces diversity.

Kaseri Oura

External Director / Date of Birth: October 27, 1975

Reasons for Appointment of Auditors (As of May 27, 2025)

Mr. Toshihiko Sakamoto has extensive experience and knowledge of business management from his career in corporate management at Japanese companies. He has also served as the Company’s Auditor since May 2012 and is familiar with our business. He has been reappointed as Full-time Auditor based on the judgment that he is capable of conducting appropriate audits of the Company’s business from an objective viewpoint by leveraging his profound insights concerning corporate management and knowledge of the overall management of the Company.

Toshihiko Sakamoto

External Full-time Auditor / Date of birth: October 25, 1946
Mr. Toshiaki Shimura has held key positions at Japanese listed companies and has extensive experience and in-depth knowledge gained from being involved in audits at Japanese and overseas companies. He has been appointed Full-time Auditor based on the judgment that he is capable of appropriately auditing the Company’s business, including its expanded businesses such as DX and overseas businesses, from an objective viewpoint. Although he has not been involved in corporate management, other than serving as an external officer, we have determined that he is capable of appropriately executing his duties as the Company’s External Auditor for the abovementioned reasons.

Toshiaki Shimura

External Full-time Auditor / Date of birth: September 28, 1963
As a certified public accountant and a tax accountant, Ms. Kana Yasuda has been engaged in a wide range of business fields, including accounting audits of companies and serving as an external auditor and director of listed companies. She has been appointed External Auditor as we expect her to conduct rigorous audits from an independent standpoint, leveraging her high level of expertise in accounting and taxes, as well as her extensive experience in legal affairs, compliance, and risk management.

Kana Yasuda

External Auditor / Date of birth: April 10, 1969
Ms. Yoshiko Hayama has a high level of expertise in finance and accounting as a certified public accountant and an external director and auditor of listed companies, as well as extensive experience and knowledge of legal affairs, compliance, and risk management. She has also served as the Company’s Director since May 2016 and is familiar with its business. She has been appointed Auditor based on the judgment that she is capable of appropriately auditing the Company’s business by leveraging her knowledge of the overall management of the Company and her high level of expertise in accounting.

Yoshiko Hayama

Auditor / Date of birth: October 7, 1959

Skills Matrix

	Name	Corporate management	Business strategies	Human resources	Legal affairs and risk management	Finance and accounting	Healthcare	Digital transformation	Overseas operations
Director	Katsunori Sugiura	●	●	●			●	●	●
	Shinya Sugiura	●	●	●			●
	Eiichi Sakakibara	●	●	●	●		●
	Shigeyuki Kamino	●	●	●
	Shiro Uchida	●	●	●	●	●		●	●
	Hideaki Takaishi	●	●		●	●		●	●
	Kaseri Oura	●	●	●			●		●
Auditor	Toshihiko Sakamoto				●	●
	Toshiaki Shimura				●	●
	Kana Yasuda				●	●
	Yoshiko Hayama				●	●

Training (of officers, including those of major subsidiaries)

We provide ongoing opportunities for External Directors and External Auditors to learn about our management philosophy, management plans, business details, finance, organization, and more. When a new Director, Auditor, or Director of a major subsidiary assumes office, we provide training programs on relevant laws, finances, corporate governance and risk management. After they take office, we continuously provide or mediate training opportunities according to their responsibilities, capabilities and experience, and we offer them financial support for the costs.

Training programs (past results)

Domestic and overseas economic status	Marketing
Trend of capital markets	Legal affairs and corporate governance
Trend of medical systems	Corporate Governance Code
Sustainability management	Compliance training
ESG	Risk management
Management strategy	Organization and HR management and leadership
Management and finance	Digital transformation

Appointment of Executive Officers

The Company’s Board of Directors has resolved to appoint Executive Officers.

Overview of the executive managing officer system

Executive Managing Officers are delegated the authority to execute business operations based on business policies decided by the Board of Directors and are responsible for business execution under the supervision of the Board of Directors.
Executive Managing Officers are delegated the authority to execute business operations based on business policies decided by the Board of Directors and are responsible for business execution under the supervision of the Board of Directors.
The term of office of Executive Managing Officers shall be one year, and reappointment shall not be precluded.

Executive managing officer system

New position	Name
Executive Officer In charge of corporate planning and finance	Makoto Kasai
Executive Officer In charge of human resources, administration, and risk management	Shigeki Mori
Executive Officer In charge of SCM, DX, and corporate branding	Kazuya Morinaga
Executive Officer In charge of overseas business	Takeshi Yamamoto
Executive Officer In charge of medical care and prescription dispensing	Satoshi Kubo
Executive Officer In charge of products	Tomohiro Shiraishi

Matters concerning independent officers

In order to ensure the objectivity and transparency that are necessary for the appropriate governance of the Company, the Company has established independence criteria for its external officers (meaning External Directors and External Auditors, including their candidates) shown below. If an external officer satisfies all of the following items, he or she is deemed to be sufficiently independent from the Company:

1 The officer in question does not currently serve as an executive personnel (Note 1) at the Company or any of its subsidiaries and associates (hereinafter collectively referred to as the “Group”) and has not served in such a capacity during the period of 10 years immediately before assuming office.
2 The officer in question is neither a person whose major business partners include the Group (Note 2), nor an executive personnel of such person.
3 The officer in question is neither a major business partner of the Group (Note 3), nor an executive personnel of such business partner.
4 The officer in question is neither a major shareholder of the Company who directly or indirectly holds 10% or more of the total voting rights of the Company, nor an executive personnel of such shareholder.
5 The officer in question is not an executive person of a company in which the Group directly or indirectly holds 10% or more of the total voting rights.
6 The officer in question is not a consultant, accounting expert (such as a certified public accountant), or legal expert (such as a lawyer) who receives a significant amount of money or other property (Note 4) from the Group in addition to officer remuneration. If such a person is a legal entity, partnership, or other organization, any persons belonging to the organization are included.
7 The officer in question is not a person who receives a significant amount of money or other property (Note 4) from the Group in the form of donations.
If such a person is a legal entity, partnership, or other organization, any persons belonging to the organization are included.
8 The officer in question is not an accounting auditor of the Company. If the accounting auditor is a legal entity, partnership, or other organization, any persons belonging to the organization are included.
9 The officer in questions is not a person who has fallen under any of 2. through 8. above anytime during the last five years.
10 No close relative (Note 5) of the officer in question falls under 2. through 8. above (limited to key executive personnel (Note 6), except for 6. and 8.).
11 The officer in question is not an executive person of another company with which the Company has a relationship in which external officers are mutually appointed (Note 7).

“Executive personnel” refers to individuals in the following positions: executive directors, corporate officers, executive officers, and employees responsible for executing business operations in a joint-stock company; directors or equivalent officers of legal entities or organizations other than companies; and employees or other similar persons of legal entities or organizations, including companies.
A “person whose major business partners include the Group” refers to a person who falls under any of the persons listed below:
・ A business partner group (meaning a person who belongs to a consolidated group to which a direct business partner belongs; hereinafter the same shall apply) that is providing products or services to the Group and whose amount of transactions with the Company for the most recent fiscal year was 10 million yen or more and exceeded 2% of the business partner group’s consolidated net sales or total revenue
・A business partner group to which the Group owes a liability of 10 million yen or more in total at the end of the most recent fiscal year and exceeding 2% of the business partner group’s consolidated total assets at the end of the same fiscal year
A “major business partner of the Group” is a person who falls under any of the persons listed below:
・A business partner group to which the Group provides products or services and whose amount of transactions with the Company for the most recent fiscal year was 10 million yen or more and exceeded 2% of the Company’s consolidated net sales
・A business partner group that owes to the Group a liability of 10 million yen or more in total at the end of the most recent fiscal year and exceeding 2% of the Company’s consolidated total assets at the end of the same fiscal year
・ A financial institution group (meaning a person who belongs to a consolidated group to which a direct lender belongs) from which the Group has borrowings and from which, at the end of the most recent fiscal year, the Company has a total borrowing exceeding 2% of the Company’s consolidated total assets at the end of the same fiscal year
A “significant amount of money or other property” means 10 million yen or more in total for the most recent fiscal year if it refers to an individual. If it refers to a legal entity, partnership, or other organization, it means an amount equivalent in total to more than 2% of consolidated total assets of the legal entity, partnership, or other organization at the end of the most recent fiscal year.
A “close relative” means a spouse or a relative within the second degree of kinship.
“Key executive personnel” means executive personnel who holds a position that is equivalent to or above the position of director, corporate officer, executive officer, or general manager of a division/department or executive personnel with equivalent authority.
“Mutually appointed” means a relationship in which an executive person of the Company serves as an external officer of another company while an executive person of the other company serves as an external officer of the Company.