Corporate Governance コーポレート・ガバナンス

TopSustainabilityCorporate Governance

JCR is strengthening corporate governance for sustainable corporate value creation.

Corporate Governance

JCR Group considers that for the purpose of providing superior quality and more useful pharmaceutical products and medical equipment to society, it is important to aim to enhance the legality, transparency and objectivity of the company’s management, enhance our corporate value further, and build a system to protect the interests of shareholders at the same time. For this purpose, we are putting forth effort to secure implementation and operation of effective internal control systems, evaluate the effectiveness of such systems on our own, and fulfill social responsibilities as a corporation.
JCR, as a company with an Audit & Supervisory Board, has established a Board of Directors consisting of nine Directors, including four Outside Directors, an Audit & Supervisory Board consisting of five Outside Audit & Supervisory Board Members, and Accounting Auditors. In addition to these organs, we have established the Management Control Committee, Advisory Committee for Nomination, Compensation, etc., Management Committee, Internal Audit Department, Internal Control Committee and Compliance Committee. Also, we have introduced the corporate officer system for business execution, promoting the separation of the management and business execution functions. As for the composition of the corporate governance system, we believe it is at an appropriate scope in line with JCR’s current condition, and that it is possible to conduct efficient management operations. Also, we judge that the current governance system, which includes four Outside Directors and five Outside Audit & Supervisory Board Members is effective for securing the transparency, objectivity (impartiality) and independence of supervision over management.

Please refer to “Corporate Governance” for details.

Compliance

For the purpose of compliance, we recognize that it is important to adhere to laws and regulations, global standards, and various industrial standards, and also to foster a corporate culture with a heightened sense of ethics in the course of day-to-day corporate activities.
JCR has established a Compliance Committee as an organization to implement company management in line with social norms and corporate ethics as well as compliance with laws and regulations. An external lawyer serves as the chairperson of the Committee, and it consists of two sub-committees: A Compliance Control Committee with committee members equivalent to our Directors and Corporate Officers, and a Compliance Promotion Committee with employees from departments in charge of compliance. The Compliance Committee holds meetings on a regular basis, determines the JCR’s compliance action plans and policies, and provides employee training and education based on the Compliance Code of Conduct and the Compliance Handbook.

Please refer to “Compliance” for details.

Risk Management

As a company that handles pharmaceutical products that concern people’s health, JCR has determined basic risk management guidelines based on a basic policy of striving to minimize or prevent risk and to respond appropriately to major risks. Risk management at JCR Group involves the Risk Management Officer conducting the overall management and Risk Management Directors, mainly Executive Directors, in each department establishing and operating risk management systems under the instruction of the Risk Management Officer. Furthermore, JCR is creating systems that can respond to risk prevention, risk management, and risk contingencies through collaboration with related committees such as the Internal Control Committee, Safety and Health Committee and Compliance Committee.

Risk Management System

JCR has listed the important risks it should be aware of and selected and decided on the three items below as Business Continuity Plan (BCP) items. The BCP is reviewed each fiscal year and revised if needed.

In particular, as a pharmaceutical company, JCR regularly holds meetings of the three roles in manufacturing and marketing (those responsible for overall manufacturing and marketing, quality assurance, and safety management) in accordance with laws and regulations, and has constructed systems that assure the quality, effectiveness and safety of drugs.
Moreover, while expanding its operations globally, JCR will introduce a global-standard drug quality system and pursue an even higher level of safety.