Corporate Governance

Basic Approach

The MEDIPAL Group ensures sound, transparent management and places importance on maximizing corporate value.

The Group also believes that appropriately disclosing high-quality information is one of its responsibilities to stakeholders and enhances the soundness and transparency of management. Therefore, the Group proactively discloses quarterly explanations of financial results and other information.

Corporate Governance System

The Board of Directors of MEDIPAL HOLDINGS CORPORATION (the Company) includes 10 Directors (8 men and 2 women ; 3 outside directors) and considers and decides matters stipulated by management policy and by law, as well as other important matters concerning corporate management, and also supervises the status of overall business execution. The Board holds monthly meetings and, when necessary, extraordinary meetings. Audit & Supervisory Board Members attend these meetings. Representative directors of main consolidated subsidiaries are appointed as directors of the Company to share information.

The Company has also adopted the executive officer system to clearly separate the functions of management decision making and supervision from business execution. Senior managers of main consolidated MEDIPAL Group companies are appointed as executive officers of the Company with the objective of upgrading and improving the corporate governance system. They periodically exchange information, as well as deliberate and conduct studies, which helps maintain organizational unity.

In addition, to promote efficient Group management activities, representative directors, directors, and representative directors of consolidated subsidiaries designated by the president form the Group Presidents Meeting. Functioning as an advisory council, the Group Presidents Meeting convenes once a month, in principle, to share information on the Group’s management strategies and deliberate and consider business solutions.

Also, the Audit & Supervisory Board includes 5 Audit & Supervisory Board Members (of which 3 are outside members). Audit & Supervisory Board Members attend the previously mentioned meetings and conduct strict audits of the legality and adequacy of directors’ execution of business based on the standards determined by the Audit & Supervisory Board, and exchange information with the public accountants.

The MEDIPAL Group’s Audit & Supervisory Board Members also exchange information and cooperate with each other.

Corporate Governance System