Corporate Governance System
The Company has chosen to adopt the corporate structure of 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 21, 2026)
Diagram of the Corporate Governance System
Establishment of the Committee
With the aim of promoting sustainability management, we have established the Sustainability Committee as an advisory body to the Representative Director & President. The Committee discusses strategies and initiatives for the entire Group and submits a report and recommendation to the Representative Director & President. It also reports and submits proposals on important matters to the Board of Directors on a regular basis.
Functions of Each Committee
| Committee | Functions | FY2026 Chair | No. of meetings in FY2025 |
|---|---|---|---|
| Sustainability Committee | The Sustainability Committee is responsible for deliberating matters concerning the SUGI Pharmacy Group’s contribution to sustainable societal and economic development through its business activities and creating shared value with society. | Executive Officer in charge of SCM, DX, and corporate branding | 2 |
| Risk Committee | The Committee is responsible for deliberating matters concerning the various risks facing the SUGI Pharmacy Group in Japan and abroad, as well as improving the effectiveness of risk management by reviewing its progress and the effectiveness of countermeasures. | Executive Officer in charge of human resources, administration, and risk management & CHRO | 14 |
| Investment and Loan Committee | The Committee is responsible for deliberating M&A transactions, investments, and the establishment of subsidiaries and joint ventures that exceed the specified amount outlined in the SUGI Pharmacy Group Regulations on Authority and Responsibilities, as well as matters related to the financing related to these transactions. | Executive Officer in charge of corporate strategy and finance and accounting & CFO | 9 |
| Information Security Committee | The Committee is responsible for deliberating matters concerning the continuous enhancement and improvement of information security measures for the entire SUGI Pharmacy Group, as well as raising awareness and providing education about information security. | Executive Officer in charge of SCM, DX, and corporate branding | 4 |
| Safety and Health Committee | The Committee is responsible for deliberating matters related to preventing occupational injuries, securing employee safety and health, and developing a comfortable workplace environment throughout the SUGI Pharmacy Group. It also raises awareness and provides education about safety and health. | Executive Officer in charge of human resources, administration, and risk management & CHRO | 12 |
| Disclosure Committee | The Committee is responsible for ensuring the transparency, timeliness, and fairness of reports containing statutory, timely, and voluntary disclosures, as well as non-financial information throughout the SUGI Pharmacy Group. The Committee is also responsible for deliberating the consistency of these reports. | Executive Officer in charge of corporate strategy and finance and accounting & CFO | 14 |