Corporate governance

Corporate governance

Based on our corporate philosophy of Symbiosis in which scientists, doctors, governments, and shareholders support each other with patients at the center, we shed light on the “Underserved Therapeutic Areas” and develop excellent pharmaceuticals as soon as possible. By developing and supplying these products, we will contribute to the health and welfare of people around the world and to the improvement of medical care.
Recognizing that the pursuit of this corporate philosophy will enhance our corporate value, we will maintain high ethical standards while strengthening corporate governance, building and operating an internal control system appropriately, and furthermore, ensuring compliance. We also strive to ensure thorough risk management, efficient management, and sound management.
On March 29, 2022, the Company transitioned to a company with an audit and supervisory committee, and is working to further enhance its corporate governance.

Basic system

The Company has established a Board of Directors and an Audit and Supervisory Committee as stipulated in the Companies Act.

(As of March 22, 2024)

SymBio Basic Structure

Status of the Board of Directors

The Board of Directors is made up of nine directors (including eight outside directors and three audit and supervisory committee members) and makes important decisions regarding the management of the company as well as matters stipulated by law.
In principle, the Board of Directors meets once a month, with extraordinary meetings held as necessary. Directors actively ask questions and proactively offer suggestions from their respective professional perspectives.
In order to expedite decision-making and business execution, the Company has separated the functions of supervising important management decision-making and business execution from the function of business execution, with the former being carried out by the Board of Directors and the latter by Corporate Officer.

Status of the Audit and Supervisory Committee

The Audit and Supervisory Committee attends meetings of the Board of Directors and other important meetings in accordance with audit policies, audit plans, division of duties, etc., receives reports on the performance of duties from directors and employees, requests explanations, and provides opinions It also audits the status of execution of duties by directors and the status of construction and operation of internal control systems.
In principle, the Audit and Supervisory Committee meets once a month, and extraordinary meetings are held as necessary.
The Audit and Supervisory Committee consists of three members (all of whom are outside directors), one of whom is a full-time Audit and Supervisory Committee member.

Exective Management Committee

Important matters concerning the Company's management and business strategies are discussed at Executive Management Committee meetings, convening twice per month to ensure the smooth business operation.

Internal Audit status

SymBio Pharmaceuticals has an Internal Audit Division which is under direct supervision by the President and CEO, and headed by a dedicated Manager. The Internal Audit Division Manager is responsible for auditing the operations of Departments in accordance with internal audit plans adopted for each term, internal audit regulations and any other applicable rules. The Manager reports the results of Department audits and improvement measures to the President and CEO. The Internal Audit Division indicates areas identified as requiring improvement in relevant Departments along with proposals for improvement, and confirms the status of improvement on an ongoing basis.

External Audit status

SymBio has entered into an auditing contract with Ernst & Young ShinNihon LLC, selected at the Shareholders Meeting, to audit the Company's accounting records as stipulated in the Companies Act and the Financial Instruments and Exchange Act.  

Cooperation between Audit & Supervisory Committee Members, the Internal Audit Division and the external auditing firm

The Audit and Supervisory Committee receives reports on the audit plan and audit results for each fiscal year from the Accounting Auditor, and exchanges information as necessary to maintain close cooperation. They receive reports on the internal audit plan and internal audit results for the fiscal year, and exchange information as necessary to maintain close cooperation.

Internal control system to ensure appropriate operations

In order to maintain the soundness of our corporate governance, we have established the following basic policy regarding our internal control system and are executing our duties.

1. System to ensure that the execution of duties by directors and employees complies with laws, regulations and the Articles of Incorporation

  1. Thorough awareness of our management philosophy
    As a corporate group, we have established Charter of Corporate Conduct and other rules in order to put our management philosophy into practice. We make the Code of Conduct known to all officers and employees, require them to fully understand and practice the spirit of the Code, and make compliance with laws and regulations and the maintenance of corporate ethics (hereinafter referred to as "compliance") a prerequisite for all business activities.
  2. Establishment of an Internal Control Committee
    The Company will establish an internal control system for thorough compliance, appropriate risk management and financial reporting, and will establish an Internal Control Committee to monitor and ensure compliance with laws, regulations, the Articles of Incorporation and various internal company regulations throughout the Group.
  3. Establishment of an internal audit office
    We have established an internal audit office as an independent organization reporting directly to the president, and have also appointed internal auditors to subsidiaries as necessary. By conducting regular audits, we objectively evaluate the effectiveness and efficiency of operations, the reliability of financial reports, the preservation of assets, the implementation status of compliance, and the appropriateness and effectiveness of risk management, and by providing advice and recommendations for the development of systems and improvements to operations as necessary, we ensure the effectiveness of internal controls.
  4. Establishment of a Compliance Hotline
    The Company will establish permanent compliance hotlines both inside and outside the Company as a contact point for reporting and seeking advice on compliance issues, and will endeavor to detect and correct compliance issues at an early stage by receiving reports and seeking advice from the Company Group's employees, etc.
  5. System for ensuring the reliability of financial reporting
    In order to ensure the reliability of financial reporting as a corporate group, the Company will establish and appropriately operate an internal control system.

2. System for storing and managing information related to the execution of duties by directors
The Group shall appoint a person responsible for the overall management of document handling, and shall properly store and manage important documents, including statutory documents such as the minutes of general meetings of shareholders and minutes of meetings of the Board of Directors, as well as documents containing information related to the execution of duties by directors, in accordance with applicable laws and regulations and document management rules.

3. Regulations and other systems for managing the risk of loss
The Group manages risks based on the Basic Policy on Risk Management and related regulations. Risk management is overseen and promoted by the Internal Control Committee. In the event of an emergency, a task force will be set up with Representative Director and CEO as the head to quickly respond.

4. System to ensure efficient execution of duties by directors

  1. Directors and employees shall execute their duties appropriately and efficiently in accordance with the "Board of Directors Regulations" and "Decision-making Regulations," etc.
  2. In order to contribute to timely and accurate decision-making by the Representative Director, the Company shall regularly hold a Management Executive Committee to deliberate on important agenda items based on the "Management Executive Committee Regulations".
  3. The Company formulates a medium- to long-term management plan and develops its business. In addition, numerical targets are set in the business plan for each fiscal year, and the achievement status is managed and reported to the directors through monthly settlement of accounts.

5. Basic approach to the exclusion of antisocial forces
The Group will resolutely reject anti-social forces that pose a threat to the order and safety of civil society, and will not tolerate any involvement of such forces in our business.

6. Matters concerning employees who will assist the Audit and Supervisory Committee in its duties
The Audit and Supervisory Committee may request Reprentative Director Director to appoint employees, etc. to assist the Audit and Supervisory Committee as necessary, and Representative Director Director shall appoint appropriate employees, etc. when such a request is received.

7. Matters concerning ensuring the independence of employees assisting the Audit and Supervisory Committee in its duties from Directors (excluding Directors who are Audit and Supervisory Committee Members) and the effectiveness of the Audit and Supervisory Committee's instructions

  1. Employees who assist the Audit and Supervisory Committee in its operations shall not receive instructions or orders from any party other than the Audit and Supervisory Committee with regard to their operations.
  2. The prior consent of the Audit and Supervisory Committee shall be obtained for personnel evaluations, personnel transfers, disciplinary action, etc. of employees who assist the Audit and Supervisory Committee.

8. Systems for directors and employees to report to the Audit and Supervisory Committee, other systems for reporting to the Audit and Supervisory Committee, and systems to ensure that audits by the Audit and Supervisory Committee are conducted effectively

  1. If directors and employees discover any facts that may cause significant damage or influence to the Company, they will immediately report them to the Audit and Supervisory Committee.
  2. In order to understand the important decision-making process and the status of business execution, the Audit and Supervisory Committee attends meetings of the Board of Directors, executive management meetings and other important meetings, and inspects important approval documents and contracts. You can carry out all matters that you judge necessary for audit.
  3. The Audit and Supervisory Committee may interview each of the executive directors and employees with key positions individually to obtain information about the status of the company's business operations.
  4. The Audit and Supervisory Committee regularly exchanges opinions with Representative Director and the accounting auditor.
  5. The Company will not subject anyone who reports to the Audit and Supervisory Committee to any detrimental treatment or unfair disposition due to the fact that he or she has made a report.

9. Matters concerning the policy regarding procedures for advance payment or repayment of expenses incurred in the execution of duties by the Audit and Supervisory Committee members (limited to those related to the execution of duties by the Audit and Supervisory Committee) and the processing of other expenses or liabilities incurred in the execution of said duties

  1. When an audit and supervisory committee member makes a request for advance payment of expenses, etc., pursuant to Article 399-2 of the Companies Act in relation to the performance of his/her duties, the company shall bear such expenses or settle such liabilities without delay, except in cases where it is clear that the expenses or liabilities related to such request are not necessary for the audit and supervisory committee member to perform his/her duties.
  2. In the event that the Audit and Supervisory Committee members determine it is necessary to seek opinions or obtain advice from external experts, such as lawyers or certified public accountants, regarding the performance of their duties, the Company shall approve and bear the expenditures.

10. System for ensuring the appropriateness of business operations within the corporate group consisting of the Company and its subsidiaries
In order to properly manage and operate our group, we will take the following measures.

  1. The SymBio Charter of Corporate Conduct will apply to all group companies, and we will work to ensure that all group companies are fully aware of and aware of the Code of Conduct, along with the code of conduct that is based on it.
  2. To ensure that the Group's business operations are carried out appropriately, we will establish and operate an appropriate internal control system with regard to the following points.
    • 1) System for reporting to the Company on matters related to the execution of duties by directors, etc. of subsidiaries
    • 2) Rules and other systems regarding loss risk management for subsidiaries
    • 3) Systems to ensure that duties of directors, etc. of subsidiaries are executed efficiently
    • 4) System to ensure that the execution of duties by directors, etc. and employees of subsidiaries complies with laws, regulations and the Articles of Incorporation