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Governance :

Corporate Governance

リード文

ONO believes that, in order to respond to the trust of all of our stakeholders and build our corporate value, it is vital not only to comply with laws and regulations but also to enhance management transparency and strengthen corporate governance.

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Corporate Governance Structure

We have adopted an organizational framework with Audit & Supervisory Board Members (or the Audit & Supervisory Board), focusing on the enhancement of functions of the Board of Directors and the Audit & Supervisory Board, as part of endeavors to bolster corporate governance. In addition, we have established the Executive Appointment Meeting and the Executive Compensation Meeting, both of which are composed mainly of Outside Directors to ensure independence and objectivity with regard to the appointment and remuneration of the senior management and Members of the Board of Directors.
Regarding business execution, we have introduced the Corporate Officer System to improve management efficiency and expedite the decision-making process. Furthermore, important matters regarding business execution are deliberated and determined by the Management Meeting and other meetings chaired by the responsible Members of the Board of Directors or Corporate Officers, depending on the importance and contents of the management issues. Overall we strive for optimal business operations in consideration of mutual supervisory functions.

Corporate Governance Structure

Board of Directors

We work to ensure an appropriate numbers and composition of the Board of Directors, with focus on expediting and accurate decision-making process while enhancing management transparency and supervisory functions.
We nominate candidates for Member of the Board of Directors by taking into consideration the balance of their knowledge, experience, and capability, as well as diversity, so that the Board of Directors as a whole can make technical and comprehensive management decisions. In addition, we nominate candidates for Independent Outside Director from those who have high level of expertise in corporate management on the premise that they satisfy the standards for Independent Directors set out by Tokyo Stock Exchange, with a basic policy of at least one third of Members of the Board of Directors being Outside Directors (currently, three of eight Members of the Board Directors are Outside Directors). The term of office for Members of the Bord of Directors is set at one year to maintain clarity of the responsibilities of management and to ensure we can respond quickly to changes in the business environment.
The meeting of the Board of Directors is held once every month in principle, with the attendance of Members of the Board of Directors and Audit & Supervisory Board Members, to decide on important management issues and to supervise the status of the execution of duties by Directors. In order for Members of the Board of Directors and Audit & Supervisory Board Members to appropriately fulfill their roles and responsibilities, the attendance rate at the meeting of the Board of Directors is, in principle, set at 75% or more. Taking into account the time required to be devoted on duties as our Member of the Board of Directors or Audit & Supervisory Board Member, we set a limit on the number of companies its Members of the Board of Directors and Audit & Supervisory Board Members are allowed to concurrently serve as officers or in other capacity (appointment as officers of listed companies, etc.) at up to, in principle, four companies not including us.
 

Attendance of all Directors at the Meeting of the Board of Directors (FY2020)
Positions*1 Name Assignments or Important Concurrent holding of Positions*1 the Meeting of the Board of Directors
Attendance /
holding
Attendance
rate
President,
Representative Director,
and Chief Executive Officer
Gyo Sagara 13 / 13 100%
Member of the Board of Directors,
Vice President Executive Officer
Hiroshi Awata Tokyo Branch Head 13 / 13 100%
Member of the Board of Directors,
Executive Officer
Isao Ono Director,
Corporate Research
13 / 13 100%
Member of the Board of Directors,
Executive Officer
Toshihiro Tsujinaka*2 Executive Director,
Corporate Strategy & Planning
9 / 9 100%
Member of the Board of Directors,
Executive Officer
Toichi Takino*2 Executive Director, Discovery & Research 9 / 9 100%
Member of the Board of Directors,
Outside Director
Jun Kurihara Research Director, The Canon Institute for Global Studies Visiting Professor,
School of Policy Studies, Kwansei Gakuin University
13 / 13 100%
Member of the Board of Directors,
Outside Director
Masao Nomura Senior Adviser to the Board, lwatani Corporation
Outside Director, Keihanshin Building Co., Ltd.
Outside Director, NEW COSMOS ELECTRIC CO., LTD.
13 / 13 100%
Member of the Board of Directors,
Outside Director
Akiko Okuno*2 Professor, Faculty of Business Administration,
KONAN UNIVERSITY
8 / 9 88.9%
  • Positions, Assignments or Important Concurrent holding of Positions are as of April 1, 2021.
  • At the 72nd Ordinary General Shareholders Meeting held on June 18, 2020, Toshihiro Tsujinaka, Toichi Takino, and Akiko Okuno were newly elected and assumed as Members of the Board of Directors (Nine meetings have been held since the appointment of these Directors).

Audit & Supervisory Board

From the perspective of strengthening audit functions, the Audit & Supervisory Board is composed of two independent Outside Audit & Supervisory Board Members along with two Full-time Audit & Supervisory Board Members who have expert knowledge on our business operations and who are highly skilled in collecting auditing information. These Outside and Full-time Audit & Supervisory Board Members work together to achieve high auditing efficiency. The Meeting of the Audit & Supervisory Board is held regularly. Audit & Supervisory Board Members strive to enhance the management supervision function by enhancing the efficiency through cooperation with the Internal Audit Department (Business Audit Department) and audit effectiveness through cooperation with the Accounting Auditor.

Attendance of all Audit & Supervisory Board Members at the Meeting of the Board of Directors / the Meeting of the Audit & Supervisory Board (FY2020)
Positions*3 Name Assignments or Important Concurrent holding of Positions*3 the Meeting of Board of Directors the Meeting of the Audit & Supervisory Board
Attendance /
holding
Attendance
rate
Attendance /
holding
Attendance
rate
Full-time Audit & Supervisory Board Member Katsuyoshi Nishimura 13 / 13 100% 19 / 19 100%
Full-time Audit & Supervisory Board Member Shinji Fujiyoshi 13 / 13 100% 19 / 19 100%
Outside Audit & Supervisory Board Member Yasuo Hishiyama Partner Attorney at Law, TANABE & PARTNERS
Member or appraisal committee (Land Lease Non-Contentious Cases) at Tokyo District Court
13 / 13 100% 19 / 19 100%
Outside Audit & Supervisory Board Member Akiko Tanabe*4 Representative, Akiko Tanabe CPA office
Outside Director, OIE SANGYO CO., LTD.
Partner of Midosuji Audit Corporation
9 times / 9 times 100% 18 times / 18 times 100%
  • Positions, Assignments or Important Concurrent holding of Positions are as of April 1, 2021.
  • In association with the resignation of the previous Outside Audit & Supervisory Board Member, Akiko Tanabe was elected and assumed the position of Provisional Audit & Supervisory Board Member (Temporary acting Audit & Supervisory Board Member) by the Osaka District Court as of April 7, 2020. Subsequently, she was eleceted and assumed the position of Audit & Supervisory Board Member as a substitute for the resigned Audit & Supervisory Board Member at the 72nd Ordinary General Shareholders Meeting held on June 18, 2020 (Eighteen meetings have been held since her election as Provisional Audit & Supervisory Board Member).

Executive Appointment Meeting

Executive Appointment Meeting is composed of the President &CEO, who is the Chairperson, one internal director, and three Outside Directors. All members attend the Executive Appointment Meeting to ensure the transparency and objectivity of appointment of candidates for Members of Board of Directors, Audit & Supervisory Board Members, and senior management, and to discuss the policies for the succession planning to the chief executive officer (President, CEO) and senior management, and those of our corporate governance. Executive appointments to be submitted to the Board of Directors are discussed at Executive Appointment Meeting, and submitted and approved at the Board of Directors

Executive Compensation Meeting

The Executive Compensation Meeting is composed of the President &CEO, who is the Chairperson, and three external directors. All members attend Executive Compensation Meetings to ensure the transparency and objectivity, and deliberate on of the amounts of remuneration for each Member of the Board of Directors and the calculation methods thereof, and reasonability and future form of the executive remuneration system etc.. Executive remuneration is discussed the Executive Compensation Meeting, and submitted and approved at the Board of Directors.

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Corporate Governance Code

We implement all the principles of the Corporate Governance Code stipulated by the Tokyo Stock Exchange. In accordance with the intent of the "Corporate Governance Code", we continue to improve the efficiency, soundness and transparency, etc. of the management, and to develop our system to be more suitable for our business operations,  through an annual evaluation of the effectiveness of the Board of Directors.

ONO PHARMACEUTICAL CO.,LTD., ONO PHARMACEUTICAL CO.,LTD., system

Corporate Governance Report

Please refer to the “Corporate Governance Report” below for details on our corporate governance situation.

ONO PHARMACEUTICAL CO.,LTD., ONO PHARMACEUTICAL CO.,LTD., system

Internal Control System

We have established an internal system in accordance with the basic views on Internal Control System set forth by the Board of Directors. The Internal Audit Department (Business Audit Department) performs audits to ensure compliance, make efforts to identify internal control issues early, and maintain and improve the appropriateness of organizational management. In addition, the compliance reporting and consultation contact channels are established internally and externally to enhance the self-purification of the organization and to reduce the risk of harmful information through external reporting. The status of development and operation of the Internal Control System is regularly reported to the Board of Directors to ensure continual improvement of organizational operations.
We are also fully aware of the need to take a firm attitude against  anti-social forces and organizations that threaten the order and safety of society.

Operational Management Structure

We effort to maintain and improve the efficiency and accuracy of decision-making and business execution by conducting multifaceted reviews of important business executive matters, including those to be reported to the Board of Directors, at the Management Meetings and other meetings, which are comprised of the President & CEO, Members of the Board of Directors, and Cooperate Officers responsible for each department, as well as the manager of relevant departments. We have also introduced a Corporate Officer System, under which we strive to improve management efficiency and expedite the decision-making process through delegation of authority and other measures.
The Management Meeting is subject to audit by way of attendance by the Audit & Supervisory Board Members, review of the minutes, and other means.

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Information Disclosure

We aim for highly transparent management, recognize the importance of timely and appropriate disclosure of information on our business activities on various occasions, and have included these principles in the Company's Code of Conduct. We are actively engaged in IR activities based on our basic stance of "pursuing accuracy, fairness, impartiality, and promptness."
We disclose financial results and other timely disclosure information on our website, and at the same time through the Timely Disclosure network (TDnet) of the Tokyo Stock Exchange. Information that is not subject to the timely disclosure rules is also disclosed swiftly through our website and by other means.
We actively hold individual meetings and teleconferences for analysts and institutional investors, in addition to quarterly financial results briefings and conference calls. In FY2020, a total of approximately 220 meetings were held online to prevent the spread of novel coronavirus infection. Every year, we actively offer corporate briefings for individual investors hosted by securities companies; however, we provided briefings by live streaming in FY2020, because it was difficult to hold face-to-face briefings to prevent the spread of novel coronavirus infection. Under these circumstances, we continue to make effort to enhance the understanding of our business activities and management strategies.
We post useful historical data on our website, including that of our development pipeline, financial highlights for the previous five years, and stock price in real time. In addition, we widely provide information on our company in an easy-to-understand manner through business reports for shareholders, annual reports (Corporate Report) as integrated reports, and the like. We continue to make every effort to disclose information ever more accurately and more quickly.

ONO PHARMACEUTICAL CO.,LTD., ONO PHARMACEUTICAL CO.,LTD., system