Basic Philosophy Concerning Corporate Governance
Management environment of companies have been changed significantly and it became impossible to catch up with globalized environmental transformation with conventional management techniques. In such condition, we believe corporate governance is a major business challenge and is the structure to control corporate activities in order to continue up-scaling corporate value. Under such circumstances, we are constantly reforming management structure to reinforce corporate governance.
Content of Organization & Preparedness of Internal Control System
Board Meeting and Operating Officer system
As of October 1st, 2015 the Board of Directors is formed by 5 Directors (of whom 3 are external directors). In order to distinguish the management and supervision responsibilities from the operational responsibilities, there is an Operating Officer system put into place. With regard to the Operating Officers, from the governance prospective each Officer will be given the authority to manage their company as well as the subsidiary companies within their function and are expected to focus on the auditing of each subsidiary company. With regard to the decision making process of management policies, the Board of Directors and the Operating Officers form a “Group Management Body” and have routine meetings to discuss the issues. As for the serving term of the Directors, each Director is under a one year term in order to clarify the management duties.
XEBIO Group is a company with a Board of Corporate Auditors. The Auditor Committee consists of two external corporate auditors, who are financial and tax professionals, and one full-time corporate auditor. The auditors monitor and audit the activities of the Directors from their respective viewpoints. Accounting audits are performed by Deloitte Touche Tohmatsu. The Internal Audit Office, the corporate auditors and accounting auditors work closely together to improve the effectiveness and efficiency of auditing activities by holding regular liaison meetings and exchanging reports.
In order to maintain sustainable growth and promote mid to long term increase of corporate value, XEBIO Group has in place a Governance Committee and advisory board which includes the Representative Directors, External Directors and the External Auditors.
In order to further strengthen the compliance a Compliance Committee has been put in place to monitor and manage the Compliance Committees of each core subsidiary company. The Compliance Committee will monitor and control each of the subsidiary compliance committees as well as report to the other committees any issues that arise to continuously raise the Group compliance standards.
Various Assessment Committees
In order to examine important matters discussed in Board of Directors meetings in a transparent and objective manner, outside directors are included in the Board of Directors and various committees such as “Investment Review Committee”, “Remuneration Review Committee”, “Asset Management Committee” and “Group Synergy Assessment Committee” are implemented.
Internal Audit Office
For internal auditing, the Internal Audit Office and its staff examine the business processes and internal control of all Group companies in order to assess risk as well as promote the guidance and strengthening of compliance standards.
In order to continue progressing the mid-term vision XEBIO Group has put into a place an Advisory Board in order to have experts from various fields share their knowledge and give input on a variety of topics such as management issues, corporate governance, and social issues which our Group can assist with.
Preparedness of Risk Management System
Xebio Group’s risk management system, accounting auditor and external auditors audit regularly regarding financial side and we receive advice and guidance from our corporate lawyer accordingly regarding legal side. Additionally, as for compliance, we are focusing on developing internal systems to ensure thorough compliance with laws and regulations, internal rules and ethical standards by board members and all employees.