Maruho Report 2023

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AccountingAuditorSeect / remove / supervisel Maruho Report 202339Board of DirectorsRepresentative Director,President & CEOCorporate OfficersRisk Management CommitteeInternal Audit Dept.Each departmentStructureBoard meetingMajor agendaOverview of the Board of DirectorsShareholders’ MeetingAudit & SupervisoryBoard Memberended September 2023 was 100%.Basic philosophyIn order for Maruho to continue to contribute to the development of society, the company must be managed from a medium- to long-term perspective based on the long-term vision and the Fifth Medium-Term Plan under Maruho’s Corporate Philosophy. At the same time, Maruho must also further evolve its corporate governance.The key to this is the effective operation of the Board of Directors. In order to improve its effectiveness, the company will need to access external perspectives by having directors fulfill their roles and responsibilities. In addition, the objective monitoring, supervision, and advice of outside directors on management, together with audits by the Audit & Supervisory Board Members, the Accounting Auditor, and the Internal Audit Dept., ensures the proper execution of duties by directors and enables prompt and bold decision-making by management. Through the promotion of effective corporate governance, we aim to achieve Maruho’s sustainable growth and enhance its corporate value.Board of DirectorsThe Board of Directors endeavors to increase management transparency and fairness, speed up decision making concerning important managerial issues, receive reports on the business execution of Maruho and its Group companies, and supervise the execution of duties by directors and corporate officers. In addition, outside directors equipped with diverse knowledge and specializations related to finance, accounting, and/or risk management play a role in supervising management and providing advice for enhancing corporate value over the medium- to long-term through discussions during board meetings. As a result, we seek to create a highly effective Board of Directors by ensuring directors’ sharing and understanding of the Company’s basic management policies and important managerial matters, and by reaching consensus and making policy decisions based on consultations and discussions from a multilateral perspective.The attendance of outside directors in the fiscal year Corporate governance systemThe relationships between the Company’s organizations and internal control are as shown below.4. Foundation for Sustainable Growth GovernanceAppoint / dismissAppoint / dismiss / superviseInternal audit1) Code of Practice, etc.Risks related to compliance with laws and social norms, corporate social responsibilities, and compliance with voluntary rules such as the JPMA Code of Practice established by the Japan Pharmaceutical Manufacturers Association (JPMA) and the Fair Competition Code concerning Restriction on Premium Offers in the Ethical Pharmaceutical Drugs Marketing IndustryRisk managementIn order to maximize its corporate value, Maruho works to avoid or reduce risks by identifying the risks that the Company is facing or is likely to face in the future, and establishing and operating an appropriate risk management cycle (PDCA cycle).The Risk Management Regulations established by the Company defines that a risk is an uncertain event that may affect the Company’s profit or loss and that requires Companywide management using the PDCA cycle framework and is designated by the Risk Management Committee.Audit by Audit & Supervisory Board MemberAppoint / dismissAppoint / dismissCooperationAccounting audit9 directors, 2 outside director, and 1 auditorOct., Nov., Dec., Jan., Apr., May, Jul., Aug., and Sept.Business plans• Group management, business plan achievement, basic policy for the following fiscal year’s business plan, a scheme for evaluation of achievements• Overview of account settlement, internal audit findings, results of whistleblowing, internal and external trendsShareholders’ meeting• Proposals for the ordinary general meeting of shareholdersOfficers• Election of officers, appointment of the Representative Director, appointment of directors with special titlesStock• Stock transfer between shareholding associations• Allocation of transfer sharesCorporate Governance Policies and Activities