SymBio Pharmaceuticals Limited was founded to address underserved therapeutic areas in Japan and other Asia Pacific countries through the development of high-quality drugs for patients. We believe that strengthening the mutually supportive or 'symbiotic' relationship between major stakeholders in the healthcare industry, namely patients, scientists, physicians, regulators, and shareholders, will enhance our own corporate value.
SymBio's corporate governance aims to achieve greater management efficiency, ensure observance of corporate ethics, and maintain quality management.
On March 29, 2022, the Company transitioned to a company with an audit and supervisory committee and is working to further enhance corporate governance.
Our corporate governance includes the Board of Directors and Audit & Supervisory Committee as stipulated in the Companies Act.
(As of March 29, 2022)
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.
Audit & Supervisory Committee Members attend the Board of Directors meetings and other important meetings 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 Audit & Supervisory Committee.
The Audit & Supervisory Committee ordinarily meets once per month, and holds extraordinary meetings when necessary.
The Board of Auditors comprises three Audit & Supervisory Board Members (all Outside Directors), including one full-time Audit & Supervisory Board Member, and attend the Board of Directors meetings to reinforce internal auditing functions.
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.
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.
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.
While conducting audits in their respective and independent capacities, the Audit & Supervisory Committee Members, the Manager of the Internal Audit Division, and the external auditing firm regularly exchange opinions in order to conduct audits effectively and efficiently, thereby improving auditing efficacy.
The external auditing firm reports to the Internal Audit Division with auditing plans and results for each business year, and the two bodies maintain close and regular communication, and exchange information from time to time as deemed necessary.
The Manager of the Internal Audit Division reports to the Audit & Supervisory Committee Members with internal auditing plans and results for each business year. The Manager of the Internal Audit Division and the Audit & Supervisory Committee Members also maintain close and regular communication, exchanging information from time to time as deemed necessary.
- 1. The purpose of the system is to ensure that Directors and employees comply with laws and regulations, as well as the Articles of Incorporation, in the process of performing their duties
- (1) Promotion and implementation of management philosophy
In order to implement its management philosophy, the Company has established a Corporate Action Charter and standards of conduct to which all Company employees are expected to adhere. The Company informs all executives and staff regarding these policies and asks for each member's understanding regarding the spirit of these regulations and for thorough compliance with the same. All business activities of the Company are based on the premise of compliance with laws and ordinances and the maintenance of corporate ethical standards (“Compliance”).
- (2) Establishment of Internal Control Committee
The Company develops internal control systems and employs other measures to support thorough compliance, risk management, and financial reporting. In addition, the Internal Control Committee has been established to ensure observance of laws and ordinances, the Articles of Incorporation, and other internal regulations through supervision.
- (3) Establishment of Compliance Hotline
We have set up compliance hotlines inside and outside the Company for employees to report and consult regarding compliance issues, we can deal with compliance issues. Strive for early detection and correction.
- (4) System to ensure the reliability of financial reporting
We has established an internal control system to ensure the reliability of financial reporting and operate it appropriately.
- 2. System for storing and managing information related to the execution of duties by Directors
The Company appoints a person in charge of managing and managing documents, and in addition to legal documents such as the minutes of the general meeting of shareholders and Board of Directors meetings. Important documents, including information related to execution of duties of Directors, will be appropriately stored and managed in accordance with various laws and regulations and the Company's document management regulations.
- 3. Regulations and other systems related to risk management 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, the Countermeasures Headquarter will be set up with the President and Representative Director as the Head of Countermeasures Headquarter to respond promptly.
- 4. Corporate system to ensure the efficient performance of duties by Directors
- (1) Directors and employees perform their duties in an appropriate and efficient manner in accordance with the “Rules for the Board of Directors” and “Rules for the Internal Approvals,” as well as other related regulations.
- (2) The Company regularly holds Executive Management Committee meetings pursuant to the “Rules for the Executive Management Committee” and reviews key proposals for the purpose of supporting careful and timely decision-making by the Representative Director and President.
- (3) The Company develops mid- to long-term business plans and operates and expands its business in accordance with these plans. In addition, the Company establishes numerical targets in its business plans for each fiscal year and, through monthly closing of accounts, manages and reports progress toward these targets to Directors.
- 5. Basic policy against anti-social forces
The Company opposes all anti-social forces that pose a threat to the order or safety of society and forbids their involvement in any and all business activities.
- 6. Assistant to Audit & Supervisory Committee Members
Audit & Supervisory Committee Members may request that the Representative Director and President appoint an employee to act as an assistant to Audit & Supervisory Committee Members. Upon receiving such a request, the Representative Director and President shall make an appropriate appointment.
- 7. Ensuring the independence of assistant to Audit & Supervisory Committee Members from Directors and the effectiveness of the Audit & Supervisory Committee Members' instructions to employees
- (1) Assistant to Audit & Supervisory Committee Members shall not receive instructions concerning their supporting duties from anyone other than Audit & Supervisory Committee Members.
- (2) Matters such as evaluation, transfer, and disciplinary actions concerning employees that assist Audit & Supervisory Committee require prior approval of Audit & Supervisory Committee
- 8. Corporate system for Directors and employees to report to the Audit & Supervisory Committee, other reports to the Audit & Supervisory Committee, and efficient performance of audits by the Audit & Supervisory Committee
- (1) Any Director or employee shall promptly inform the Audit & Supervisory Committee if and when he or she becomes aware of any circumstance that threatens to cause any significant damage to, or could adversely affect, the Company.
- (2) Audit & Supervisory Committee Members may participate in all matters that they consider important in terms of gaining a better understanding of decision-making processes, conditions, and statuses of the Company's businesses. Accordingly, they may attend Board of Directors meetings, Executive Management Committee meetings, and other important meetings. In addition, they are permitted to view key decision-making documents related to these meetings.
- (3) Audit & Supervisory Committee Members may individually interview Directors and employees in key positions to obtain information regarding the management of the Company's businesses.
- (4) Audit & Supervisory Committee Members will regularly exchange opinions with the Representative Director and President and the accounting auditor.
- (5) The Company will not apply any unfavorable treatment or unjust sanction to individuals who make reports to the Audit & Supervisory Committee.
- 9. Matters related to expenses or obligations associated with the execution of duties of Audit & Supervisory Committee Members, including the procedures for prepayment or reimbursement of such expenses
- (1) The Company will promptly respond to and process claims for the prepayment of expenses made by Audit & Supervisory Committee Members under Article 399, Paragraph 2 of the Companies Act, except where the expenses have been determined unnecessary for the execution of the duties of Audit & Supervisory Committee Members.
- (2) The Company authorizes and should be responsible for expenses incurred by Audit & Supervisory Committee Members in seeking opinions or advice from external experts, including attorneys and certified public accountants, if it is necessary for the execution of their duties.
- 10. Outline of the system to ensure the appropriate business operations
- (1) The Company posts "Basic Policy on Internal Control System", "Compliance Action Guideline", "Risk Management Basic Policy", and "Internal Reporting System Manual" on its intranet. We strive to properly operate the internal control system and establish awareness of legal compliance.
- (2) At Board of Directors meetings, outside directors participate in resolutions from an independent standpoint, and “monitor” and “supervise” management. Each Audit & Supervisory Committee Board Member who is an outside director also audits the management.
- (3) The full-time Audit and Supervisory Committee member attends important meetings such as Board of Director meetings and meetings of the Executive Management Committee, and exchanges opinions with the President and Representative Director regularly and at least once a month.