Corporate Governance System
The Company has chosen to adopt a corporate structure as a company with a Board of Auditors. In addition to the Board of Directors, comprising seven Directors (including four External Directors),* and the Board of Auditors, we have also established a Nomination and Remuneration Committee as an advisory organization to the Board of Directors concerning the nomination and remuneration of Directors and Auditors. We have also separated the functions of decision-making and supervision of management from business execution, thus enhancing flexibility in our business execution by delegating authority to the management team except in matters to be determined by the Board of Directors, in accordance with laws and regulations, the Articles of Incorporation, and internal rules.
*As of May 22, 2024
Diagram of the Corporate Governance System
Establishment of the Sustainability Committee
With the aim of promoting sustainability management, we have established the Sustainability Committee as an advisory body to the Representative Director & President.
- 1 The Sustainability Committee discusses the sustainability strategy and initiatives for the entire Group and reports and makes recommendations to the Representative Director & President.
- 2 The Risk Committee and the Information Security Committee have been established inside the Sustainability Committee as the bodies that manage relevant risks and perform tasks assigned by the Sustainability Committee.
Functions of Each Committee
| Committee | Functions |
|---|---|
| Sustainability Committee | The Committee deliberates on matters concerning the contribution of the SUGI Pharmacy Group to the sustainable development of society and the economy through its business activities and the creation of common value with society and while working to ensure that the SUGI Pharmacy Group will achieve sustainable growth by supervising risk management, information security, employee safety and health, information disclosure, etc. |
| Risk Committee | The Committee deliberates on matters concerning various risks to the operation of the entire SUGI Pharmacy Group (changes in business environment, compliance, information management, etc.) while raising awareness and providing education about risk management. |
| Information Security Committee | The Committee deliberates on matters concerning continuous enhancement and improvement of information security measures for the entire SUGI Pharmacy Group while raising awareness and providing education about information security. |
| Safety and Health Committee | The Committee deliberates on matters concerning the prevention of occupational injury, securing employee safety and health, and the formation of a comfortable work environment for the entire SUGI Pharmacy Group while raising awareness and providing education about safety and health. |
| Disclosure Committee | The Committee deliberates on the information transparency, timeliness, fairness, continuity, and consistency between disclosure items in disclosure required by the Financial Instruments and Exchange Act and the Companies Act, timely disclosure required by the rules of relevant financial instruments exchanges, important voluntary disclosure, and other reports containing non-financial information, such as ESG information. |