Company Profile
Corporate Governance
Concept

SymBio Pharmaceuticals Ltd. was founded on the principle of addressing underserved therapeutic areas in Japan and other Asia Pacific countries through the creation of high-quality drugs for patients. We believe that strengthening the mutually supportive or 'symbiotic' relationship that exists between major players in the healthcare industry, namely scientists, physicians, regulators, scientists, shareholders and patients, will enhance our own corporate values.
SymBio's corporate governance has been tailored toward achieving greater management efficiency, ensuring the observance of corporate ethics, and maintaining quality management.

Corporate Structure

Our corporate governance includes a Board of Directors/Auditors as stipulated in the Companies Act.

(As of March 29, 2017)

Board of Directors

The Board of Directors, comprising six Directors (incl. four Outside Directors), is responsible for making important decisions regarding the Company's management and other matters designated by law.

The Board of Directors usually meets once per month, convening extraordinary meetings when necessary. During these meetings Directors actively exchange opinions and use their professional expertise to introduce proposals.

To accelerate the decision-making process and ensure prompt execution of duties, at SymBio important management-related decision-making and the supervision of duties remain separate from the execution of duties, the former being assigned to the Board of Directors, and the latter to Corporate Officers.

Board of Auditors/Auditing

Auditors attend the Board of Directors meetings and other meetings of importance to express their views and supervise the execution of duties by Directors, in accordance with auditing policies and the division of responsibilities adopted by the Board of Auditors.

The Board of Auditors usually meets once per month, convening extraordinary meetings when necessary.

The Board of Auditors comprises three Auditors (all Outside Auditors), one of whom is Executive Auditor, and attend the Board of Directors meetings to reinforce internal auditing functions.

Executive Management Committee (EMC)

Matters of importance concerning the Company's management and business strategies are discussed at Executive Management Committee meetings, convening twice per month to ensure the smooth administration of business.

Internal Audit

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 detected as requiring improvement in relevant Departments along with proposals for improvement, and confirms the status of improvement on an ongoing basis.

Accounting Audit

SymBio has signed 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.

Active collaboration between Auditors, the Internal Audit Division and the external auditing firm

While conducting audits in their respective and independent capacities, the Auditors, the Manager of the Internal Audit Division and the external auditing firm regularly exchange opinions in order to conduct effective and efficient audits, thereby improving auditing efficacy.
The external auditing firm reports to the Auditors with auditing plans and results for each business year, the two parties maintaining close and regular communication, and exchanging information from time to time as deemed necessary.

The Manager of the Internal Audit Division reports to the Auditors with internal auditing plans and results for each business year, and the two parties maintain close and regular communication, exchanging information from time to time as deemed necessary.

Internal Control Systems

To maintain the soundness of corporate governance, the Company has established systems for internal control as listed below, ensuring that duties are executed according to the basic policies integrated into the system.

  • ○ The corporate system to ensure that Directors, other officers and employees comply with laws and ordinances, as well as the Articles of Incorporation, in the process of performing their duties
  • ○ Corporate system for maintenance and control of information regarding the performance of duties by Directors
  • ○ Corporate system for control of risk of loss, including in-house rules for such control
  • ○ Corporate system to ensure the efficient performance of duties by Directors
  • ○ Matters related to an assistant to Audit & Supervisory Board Members to be appointed at their request
  • ○ Matters related to the independence of the employees who assist the Audit & Supervisory Board Members in executing their duties
  • ○ Matters related to ensuring effectiveness of the Audit & Supervisory Board Members' instructions to the employees who assist them in executing their duties
  • ○ Corporate system for Directors and employees to report to the Audit & Supervisory Board Members; corporate system for other reports to the Audit & Supervisory Board Members to ensure the efficient performance of audits by the Audit & Supervisory Board Members
  • ○ Corporate system to ensure prevention of disadvantageous treatment to the person who made a report to the Audit & Supervisory Board Members merely on account of such conduct
  • ○ Matters related to the treatment of expenses or obligations associated with the execution of duties of the Audit & Supervisory Board Members, including the procedures for prepayment or reimbursement of such expenses