Basic approach to corporate governance
In order to continue to be supported as a valuable company by all stakeholders, including shareholders, employees, society, customers such as hospitals, patients, and partner companies, we believe that we must strive to maximize corporate and shareholder value, as well as accelerate decision-making and increase transparency and fairness in management. To this end, we focus on the development of internal control systems and recognize the enhancement and improvement of corporate governance as an important management issue, including compliance with laws and regulations and the Articles of Incorporation, strengthening risk management, and ensuring timely and fair information disclosure.
Corporate governance structure
Kringle Pharma was previously a company with auditors, but at the Ordinary General Meeting of Shareholders held on December 21, 2018, Kringle Pharma transitioned to a company with a board of auditors.
We chose to adopt the new system because we believe that separating the organizational bodies of business execution and the audit function of Directors would maximize the checks and balances between each other and ensure transparency in management.
We also believe that the transition from a company with auditors to a company with a board of auditors would enable us to further enhance and strengthen corporate governance in response to the diversification of our business activities.
(a) Board of Directors
Kringle Pharma’s Board of Directors consists of seven Directors, two of whom are Outside Directors. The Board of Directors is responsible for formulating management policies and strategies and supervising the execution of business operations. The Board of Directors meets once a month in principle, and also meets as necessary to make decisions regarding the execution of important business operations of the company, and to establish a system to supervise the execution of business operations by the President and other Directors, and to ensure the appropriateness of business operations.
(b) Board of Auditors
Audits by Auditors are conducted by three Outside Auditors. Each Auditor attends meetings of the Board of Directors, exchanges opinions with the President & CEO and the Directors in charge as necessary, and shares information with the Internal Auditors and the Accounting Auditors. In addition, the Board of Auditors is convened at least once a month in principle and as necessary to make decisions on necessary matters and share information. Through the implementation of these auditing operations, the company ensures that a system is in place to monitor the execution of duties by Directors without fail.
(c) Compliance and Risk Management Committee
The Compliance and Risk Management Committee is established under the Board of Directors to review and deliberate on matters related to the establishment and promotion of compliance and risk management systems. In principle, the committee meets once a quarter, and minutes are prepared and reported to the Board of Directors.