Corporate Governance
Our Fundamental Approach
At JCR Group, we are committed to delivering high-quality and meaningful pharmaceutical products and medical devices to society. To achieve this, we prioritize lawful, transparent, and objective management practices. We believe that enhancing corporate value while safeguarding shareholderinterests requires a robust system of internal controls. We actively assess and improve the effectiveness of these controls as part of our responsibility to society.
Compliance is not merely a matter of following laws or industry standards—it is about fostering an organizational culture rooted in strong ethical values. We see it as essential that integrity be embedded in our everyday operations and decision-making.
Governance Structure Overview
JCR operates as a company with an Audit & Supervisory Board and maintains a Board of Directors composed of 11 members, including six outside directors. The Audit & Supervisory Board comprises three outside auditors, and we also appoint an independent a ccounting auditor.
In addition to these core bodies, JCR has established several internal committees and functions to ensure sound governance, including the Executive Management Committee, Nomination and Remuneration Advisory Committee, Sustainability Advisory Committee, ExecutiveCouncil, Internal Audit Department, Internal Control Committee, Compliance Committee, Sustainability Committee, Occupational Health and Safety Committee, Environmental Committee, Donation Review Committee, and the Risk Management Council.
We believe this structure reflects the right scale for JCR’s business and allows for efficient management. With six outside directors and three outside auditors, our governance framework is designed to ensure transparency, objectivity, and independent oversight.
Corporate Governance Report
Corporate Governance Report (1,139KB)
Roles and Responsibilities of Outside Directors and Auditors
JCR’s Board of Directors includes six outside directors—four of whom are independent—and three independent outside auditors. These outside directors oversee management from an independent standpoint, contributing to JCR’s sustainable growth and long-term corporate value through participation in Board decision-making. They also work closely with the Audit & Supervisory Board to ensure alignment through the exchange of information andperspectives, which is then appropriately reflected in Board deliberations. Four of the independent directors also serve on the Nomination and Compensation Advisory Committee.
The independent outside auditors strengthen the independence and neutrality of the audit framework. They actively gather necessary information—through communication with the accounting auditor and the internal audit department—and conduct both operational and accounting audits of directors' performance. As they are expected to provide objective opinions, they raise questions and express candid views to the President and the Board.
Relationships with Outside Directors and Auditors
Mr. Toshihide Yoda, one of our outside directors, also serves as Senior Managing Director of MEDIPAL HOLDINGS CORPORATION. We have entered into a business and capital alliance agreement, as well as multiple development investment contracts with the company, which currently holds 23.86% of our outstanding shares.
Mr. Marc Dunoyer, another outside director, concurrently serves as CEO of Alexion, AstraZeneca Rare Disease. We have entered into three license agreements with the company concerning therapies utilizing our JBC technology and related platforms.Information on the shareholdings of outside directors and auditors is disclosed in JCR’s securities reports. Other than the relationships noted above, there are no special interests between JCR and its outside directors or auditors.
Board Effectiveness Evaluation
To evaluate the effectiveness of the Board of Directors,JCR’s Nomination and Compensation Advisory Committee conducts an annual review based on self-assessment questionnaires and interviews with board members. The results are compiled into a report and discussed by the full board.
In 2024, to ensure objectivity and transparency, JCR engaged an external organization to support its Board evaluation. All directors and auditors were surveyed on the Board’s composition and operations, followed by individual interviews. Based on these efforts, the Board was assessed as having improved its effectiveness from the previous year.To further enhance effectiveness, below are the improvement areas for 2025:
Evaluation Criteria
- Composition
- Operations
- Management Strategy and Business Plan
- Internal Control and Risk Management
- Nomination and Compensation
- Performance of Outside Directors
- Director/Auditor Support
- Training and Development
- Personal Engagement
- Evaluation of the Nomination and Compensation Committees
- Progress on Prior Improvements
Areas for Improvement
- Corporate governance
- Board meeting procedures
- Training for directors
Skill Matrix of Directors and Audit & Supervisory Board Members
