Basic policy
The Company endeavors to engage in dialogue with all stakeholders through good-faith business based on three foundations: corporate governance, compliance, and risk management.
![We contribute to the development of a sustainable society](/assets/media/2024/05/img-governance-01_en.png)
We will contribute to a sustainable society and its growth by fulfilling our mission as a company by way of our global corporate activities. To this end, we aim to help realize a prosperous society by building sound relationships with shareholders, clients, business connections, local communities, employees, and other stakeholders and providing products that satisfy our clients. Recognizing that the realization of this aim is the essence of our role, we will fulfill our corporate responsibilities and continue to operate as a company trusted by society.
Corporate governance
Basic approach
We are pursuing initiatives to achieve sustainable growth and increase our corporate value on a long-term, stable basis in line with our corporate motto: “In Taiho we trust”. For this purpose, we recognize that corporate governance is of paramount importance as a mechanism for checking a company’s efficiency and legality and are working towards its enhancement.
Advisory/Executive Oversight Functions of the Board of Directors
![System after the General Meeting of Shareholders](/assets/media/2024/04/img-governance-02_en.png)
(i)Board of Directors
In principle, the meeting is held once a month and consists of 5 directors (including 2 outside directors) and 5 corporate auditors (including 3 outside corporate auditors)
Determination of matters stipulated in laws and articles of incorporation, important matters related to management, supervision of business execution, goal setting for "VISION 2025", issue recognition, and discussion
(ii)Board of Auditors
In principle, the meeting is held once a month and consists of 5 corporate auditors (including 3 outside corporate auditors)
The audit activities are carried out in accordance with the audit policy and plan established by the Board of Auditors, and the management soundness of the Taiho Group and the audit and supervision of directors are implemented
(iii)Executive Personnel & Remuneration Committee (newly established in January 2021)
In principle, the meeting is held at least once a year and consists of 3 directors (including 2 outside directors)
Matters related to the appointment and remuneration of directors, etc. are discussed and reported to the Board of Directors for consultation (director structure, skill matrix, remuneration by position, individual remuneration amounts, etc.)
(iv)Compliance Committee
In principle, the meeting is held at least once a year and consists of 5 directors (including 2 outside directors), 1 corporate auditor, 4 general managers and 1 general counsel
Reporting and discussion of the Taiho Group's internal control and compliance status, compliance education, etc.
(v)Sustainability Committee
In principle, the meeting is held at least once a year and consists of 5 directors (including 2 outside directors)
Identify important issues (materialities) to be solved for the realization of a sustainable society, including social and environmental issues, and report to the Board of Directors on efforts to address these issues through the business (roadmap to achieve carbon neutrality, etc.)
Compliance
Basic approach
The Company has set forth policies and systems related to compliance (with laws and regulations, contracts, corporate ethics, internal regulations, and other such provisions) based on company policy and established a system and structure for ensuring compliance. We endeavor to ensure that each and every employee understands and is committed to this concept and seek to prevent improprieties.
![Compliance education](/assets/media/2023/12/img-governance-03.jpg)
![Compliance education materials](/assets/media/2024/05/img-governance-04_en.jpg)
Risk management
Basic approach
The Company seeks to prevent risks from occurring by accurately ascertaining risks that could impede efforts to increase our corporate value and taking reasonable measures in accordance with the law while being aware of our corporate social responsibility and working to stabilize management conditions. In the event that a risk becomes a reality, we will engage in risk management measures to mitigate damage and oversee preparations for a prompt recovery.