Basic policy on corporate governance
SanBio Company, Ltd. recognizes that improvement of corporate governance is an important management issue. For this purpose, the company continuously endeavors to upgrade internal business monitoring and implement information disclosure appropriately. This assures a high level of transparency in business management, fosters continual business development, and maximizes corporate value in the changing business environment. Moreover, the company continually endeavors to create and maintain a business management system that assures accuracy, efficiency, and transparency in management to secure the trust of its shareholders and other stakeholders.
The corporate organization and status of internal control system development
Board of Directors
As of January 31, 2016, the Board of Directors consists of three directors (of whom one is an outside director). The board regularly convenes once a month as a general practice. Extraordinary board meetings may also be held where swift decisions are required. In addition to decision making on important management issues and matters required by laws and its articles of association, the board supervises the business activities of each director.
Board of Auditors
SanBio also maintains a Board of Auditors consisting of three outside auditors, of whom one serves on a full-time basis. In accordance with the Company's regulations, the auditors attend each Board of Directors meeting to audit business execution by the directors and give opinions when necessary. In addition to regularly convening the Board of Auditors meetings once a month, the auditors hold extraordinary meetings if necessary, and engage in information exchange among themselves; as well as develop audit plans and examine the state of auditing, audit findings, etc. In addition, the auditors hold quarterly meetings with the senior administrative managers and the company's auditor, and work in close cooperation with these personnel as needed for greater efficacy and efficiency.
To strengthen the company's business execution function, it has adopted the executive officer system and holds regular Executive Committee meetings. The executive officers are selected by the Board of Directors on the basis of director recommendations, and execute business duties in accordance with the scope of duty assigned to each officer by resolution of the Board of Directors. The term of office for each appointed executive officer is one year. As of January 31, 2016, the Executive Committee has four executive officers selected by the Board of Directors. The Committee generally convenes once a month for assessing the Company's progress in achieving goals set by the Board of Directors, sharing and reviewing management issues among the entire corporate group, and communication and coordination among the executive officers.
Corporate governance organization chart
As of January 31, 2016