Corporate Governance

Corporate Governance Structure

The following diagram presents an overview of our corporate governance structure.

Directors and Board of Directors

The Board of Directors meets monthly and holds additional meetings as needed to make decisions on the execution of important operations and to supervise business execution matters. To clarify their management responsibilities for each fiscal year, the term of office for each director is set at one year.

Auditors

The auditors attend the Board Directors Meetings and state their opinions and also audit the company's operations to monitor the directors' performance of their duties, with respect to legality and sound decision-making.
Systems that allows the auditor to interview directors and employees concerning their activities, review important documents related to business execution, and promptly receive reports upon request have been established to ensure that auditors can perform their duties effectively.

Auditing Department

The Auditing Department is the internal audit organization at Taiho Pharmaceutical. It conducts regular audits to ensure that the assets and operations of the company and its affiliates are being managed properly and efficiently, and it reports the audit findings to the directors and auditors. Whenever a need for improvement is identified, the department makes recommendations to the parties concerned. Follow-up is also carried out to monitor the progress of improvement measures, thereby ensuring the proper execution of duties.

Accounting Auditors

To obtain impartial audits from an objective standpoint, Taiho Pharmaceutical has contracted KPMG AZSA LLC to serve as its accounting auditors.

Ensuring Proper Operations within the Group

We have systems in place to ensure operations are performed properly across the Taiho group worldwide. Affiliated companies are required to report as necessary to Taiho Pharmaceutical on matters stipulated in relevant group regulations. Important decisions by affiliates require Taiho Pharmaceutical approval, thereby ensuring a system of cooperative relationships within the Taiho Group.

Risk Management System Monitoring

The Otsuka group has an Enterprise Risk Management (ERM) system for the allocation of management resources to the controls over significant risks. Based on this, Taiho Pharmaceutical has established a system that enables the monitoring and evaluation of risks that could potentially affect the proper operation of the company’s business. Significant risks are reported to the Board of Directors, and continuous efforts are made to mitigate risks. We are also working to further enhance the risk management system for the entire Taiho group.