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.
The Company has established a Board of Directors and an Audit and Supervisory Committee as stipulated in the Companies Act.
(As of March 29, 2022)
Status of the Board of Directors
The Board of Directors, comprising seven Directors (including six Outside Directors, three of who are also Audit & Supervisory Committee Members), is responsible for making important decisions regarding the Company's management and other matters required by law.
The Board of Directors usually meets once per month, and holds extraordinary meetings when necessary. During these meetings Directors actively exchange opinions and propose advice based on their professional expertise.
To accelerate the decision-making process and ensure prompt execution of duties, at SymBio, important management decisions and supervision of duties remain separate from the execution of duties,. The former is the responsibility of the Board of Directors, and the latter of Corporate Officers.
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 conforms to laws and regulations and the Articles of Incorporation
- Dissemination and Thoroughness of Management Philosophy
In order to put our management philosophy into practice, we have established Charter of Corporate Conduct, etc., and have made all officers and employees aware of the code of conduct to be observed. (hereinafter referred to as “compliance”) is the premise of all business activities.
- Establishment of Internal Audit Office
We have established an internal audit office as an independent organization under the direct control of the president, and by conducting regular audits, we are able to monitor the effectiveness and efficiency of operations, the reliability of financial reports, the preservation of assets, the implementation of compliance, and the adequacy of risk management. Ensure the effectiveness of internal control by objectively evaluating its effectiveness and, where necessary, providing advice and suggestions for improving the system and its operation.
- Establishment of Compliance Hotline
The Company shall establish a permanent compliance hotline inside and outside the company as a point of contact for reports and consultations regarding compliance issues, and endeavor to detect and correct compliance issues at an early stage by receiving reports and consultations from employees, etc.
- System for Ensuring the Reliability of Financial Reporting
In order to ensure the reliability of financial reporting, the Company shall develop an internal control system and operate it appropriately.
2. System for storing and managing information related to the execution of duties by directors
The Company appoints a person responsible for overseeing document handling, and in addition to statutory documents such as the minutes of the General Meeting of Shareholders and the minutes of the Board of Directors, important documents including information related to the execution of duties by directors are Appropriate storage and management based on document management regulations, etc.
3. Regulations and other systems for managing the risk of loss
The Company manages risks based on its basic risk management policy and related regulations. Risk management is supervised and promoted by the Internal Control Committee. In addition, in the event of an emergency, we will set up a countermeasures headquarters headed by Reprentative Director Director to respond quickly.
4. System to ensure efficient execution of duties by directors
- Directors and employees shall execute their duties appropriately and efficiently based on the "Board of Directors Regulations" and "Approval Regulations".
- In order to contribute to timely and accurate decision-making by the Reprentative Director, the Company shall regularly hold a Management Executive Committee to deliberate on important agenda items based on the "Management Executive Committee Regulations".
- 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 eliminating anti-social forces
We resolutely reject anti-social forces that threaten the order and safety of civil society, and do not allow any involvement in our business.
6. Matters concerning employees, etc. who assist the Audit and Supervisory Committee when requested by the Audit and Supervisory Committee may be requested to Reprentative Director director, and the Reprentative Director director shall, upon receiving such a request, appoint an appropriate employee, etc.
7. Matters concerning the independence of employees who assist the duties of the Audit and Supervisory Committee from directors and ensuring the effectiveness of instructions from Audit and Supervisory Committee members
- Employees, etc., who assist the operations of the Audit and Supervisory Committee shall not receive instructions or orders from anyone other than the Audit & Supervisory Board Members with respect to such assistance operations.
- 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
- Directors and employees shall immediately report to the Audit and Supervisory Committee in the event that they discover facts that may cause significant damage or influence on the Company.
- 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.
- The Audit and Supervisory Committee may conduct individual interviews with executive directors and employees in important positions to obtain information on the status of the Company's business operations.
- The Audit and Supervisory Committee regularly exchanges opinions with Reprentative Director and the accounting auditor.
- The Company will not give any disadvantageous treatment or unfair treatment to those who have reported to the Audit and Supervisory Committee on the grounds of such reporting.
9. Matters concerning the policy regarding the processing of expenses or liabilities arising from the execution of duties by Audit and Supervisory Committee members, procedures for prepayment or reimbursement of expenses, and other duties
- In the event that an Audit and Supervisory Committee member requests advance payment of expenses based on Article 399-2 of the Companies Act with respect to the execution of their duties, the Company shall confirm that the expenses or debts pertaining to such request are not necessary for the performance of duties by the Audit and Supervisory Committee members. bear such costs or settle such obligations without undue delay unless it is clear that
- If an Audit and Supervisory Committee Member determines that it is necessary to seek the opinion or advice of outside experts such as lawyers and certified public accountants regarding the execution of their duties, the Company will accept and bear the expenses incurred.
10. Overview of the operational status of the system to ensure the appropriateness of operations
- The Company publishes the “Basic Policy on Internal Control System,” “Compliance Action Guidelines,” “Basic Policy on Risk Management,” and “Internal Whistleblower System Manual” on the company intranet, and disseminates them to directors and employees. , we are striving to properly operate the internal control system and establish an awareness of legal compliance.
- At the Board of Directors meetings, outside directors participate in resolutions from an independent standpoint and monitor and supervise management, and each Audit and Supervisory Committee member also audits management.
- Full-time Audit and Supervisory Committee members attend important meetings such as meetings of the Board of Directors and executive management meetings. In addition, we regularly exchange opinions with the President and Reprentative Director once a month.