Corporate Governance

Corporate Governance Basic Policy

Our mission is to contributing to all the people including patients and health professionals through our business activities. Further, we are committed to enhancing our corporate value and serving all the stakeholders through these activities. For the basis of successful implementation of these commitments, our corporate governance principles focus on the ‘compliance' and ‘transparency' by monitoring by non-executive directors and auditing by statutory auditors.

Corporate Governance Report(March 29,2021)

Corporate Governance System

External Director

(as of December 31, 2020)

External Director

Stanley Lau

August 1954 (Month of birth)

Significant concurrent positions:
Jun. 1981 Pfizer Corp. Hong Kong
Apr. 1987 Managing Director, Merck & Co.
Oct. 1994 General Manager, Schering Plough China Ltd.
Oct. 1998 Vice President, Pharmacia
Searle Asia Area
Jul. 2002 General Manager, Baxter Healthcare International China
Apr. 2009 Managing Director, Haopy Pharmaceuticals Co., Ltd.
Nov. 2010 President, China Biologic Products, Inc.
Mar. 2012 COO, Eddingpharm Ltd.
Mar. 2013 CEO, Amsino Medical Group
Dec. 2014 Board Director, Solasia Pharma K.K. (present)
Mar. 2015 Executive Partner, BizPro International LLC (present)
May 2015 Senior Advisor, Wuxi SiFong Information Technology Co., Ltd (present)
Jun. 2017 Board Director, Xian Libang Pharmaceutical (present)

Significant concurrent positions:
Executive Partner, BizPro International LLC
Senior Advisor, Wuxi SiFong Information Technology Co., Ltd
Board Director, Xian Libang Pharmaceutical

External Director

Norikazu Eiki

April 1948 (Month of birth)

Jun. 1973 Matsushita Electric Works Ltd. (currently Panasonic Corporation)
Aug. 1979 General Manager, Corporate Planning, Ciba-Geigy Japan Ltd. (currently Novartis Pharma K.K.)
Jan. 1994 General Manager, Technical Operation Division, Bayer Yakuhin Ltd.
Mar. 1997 Board Director, Head of Shiga Factory, Bayer Yakuhin Ltd.
Jul. 2002 President and CEO, Bayer Yakuhin Ltd.
Jan. 2007 Chairman and Representative Director, Bayer Yakuhin Ltd.
Apr. 2010 Chairman, Director, Bayer Yakuhin Ltd.
May 2014 Board Director, AnGes MG, Inc. (currently AnGes, Inc.) (present)
Jun. 2014 Advisor, CM Plus Corporation (present)
Jan. 2015 President, EIKI CONSULTING, LLC (present)
Mar. 2015 Board Chairman, FunPep Co., Ltd.
Jun. 2015 Board Director, TOWA PHARMACEUTICAL CO., LTD. (present)
Apr. 2016 Board Director, Solasia Pharma K.K. (present)
Jan. 2017 Board Director, FunPep Co., Ltd. (present)
Jun. 2018 Board Director, Gene Techno Science Co., Ltd. (present)

Significant concurrent positions:
Board Director, AnGes, Inc.
Advisor, CM Plus Corporation
President, EIKI CONSULTING, LLC
Board Director, TOWA PHARMACEUTICAL CO., LTD.
Board Director, FunPep Co., Ltd.
Board Director, Gene Techno Science Co., Ltd.

External Director

Jiro Mizukawa

September 1952 (Month of birth)

Apr. 1976 Marupi-Searle Co.(currently Pfizer Japan Inc.)
Nov. 1989 Osaka Branch Manager and Product Manager of the Marketing Division, Searle Yakuhin K.K. (currently Pfizer Japan Inc.)
Aug. 1992 Deputy Head of Sales, Monsanto Japan Ltd. (currently Pfizer Japan Inc.)
Jul. 1995 Head of Sales of the CNS & General Care Division, Pharmacia & Upjohn Corp. (currently Pfizer Japan Inc.)
Jul. 1999 Head of Distribution Policy and Sales of the CNS & General Care Division, Pharmacia Corp. (currently Pfizer Inc.)
Feb. 2003 Head of Sales of the CNS Division, Nippon Boehringer Ingelheim Co., Ltd.
Dec. 2003 Corporate Officer of the Oncology and Specialty Care Division, Sanofi-Aventis K.K. (currently Sanofi K.K.)
Nov. 2009 Managing Director and Head of the Pharmaceuticals Division, Abbott Japan LLC (currently AbbVie GK)
Mar. 2017 Representative Director, LTL Pharma Co., Ltd. (present)
Mar. 2020 Board Director, Solasia Pharma K.K. (present)

Significant concurrent positions:
Representative Director, LTL Pharma Co., Ltd

External Corporate Auditor

(as of December 31, 2020)

External Corporate Auditor, Full-time

Susumu Araki

August 1952 (Month of birth)

Apr. 1976 The Tokai Bank, Ltd. (currently MUFG Bank, Ltd.)
June 1996 Branch manager, Labuan Branch, The Tokai Bank, Ltd. (currently MUFG Bank, Ltd.)
June 2001 Branch manager, Kamata Branch, The Tokai Bank, Ltd. (currently MUFG Bank, Ltd.)
June 2002 General Planning Director, Financial Director, Qol Co., Ltd.
June 2004 Board Director, Qol Co., Ltd.
June 2008 Senior Executive Board Director, Qol Co., Ltd.
Mar. 2019 Outside Audit & Supervisory Board Member, Solasia Pharma K.K. (present)

Significant concurrent positions:

External Corporate Auditor

Makoto Matsuo

May 1949 (Month of birth)

Apr. 1975 Became a registered lawyer (Dai-Ichi Tokyo Bar Association) Joined Ozaki & Momo-o Law Firm
Aug. 1978 Joined Weil, Gotshal & Manges LLP, New York, USA
Mar. 1979 Became a registered lawyer in New York, USA
Jan. 1988 Outside Board Director, Demel Japan Co., Ltd. (present)
Apr. 1989 Founded Momo-o, Matsuo & Namba Law Firm Name Partner of the same firm (present)
Apr. 1997 Part-time Lecturer (lecture title: International Trade Law), Faculty of Law, Nihon University
Aug. 1998 Outside Audit & Supervisory Board Member, Nike Japan Corp. (present)
Jun. 1999 Outside Audit & Supervisory Board Member, Victor Company of Japan, Ltd.
Jun. 2000 Outside Audit & Supervisory Board Member, Billing System Corp.
Jun. 2003 Outside Audit & Supervisory Board Member, Yamanouchi Pharmaceutical Co., Ltd. (currently Astella Pharma Inc.)
Jun. 2004 Outside Board Director, Yamanouchi Pharmaceutical Co., Ltd.
Apr. 2005 Part-time Lecturer (lecture title: World Business Law), Graduate School of Law, Hitotsubashi University
Jun. 2007 Board Director, Capcom Co., Ltd.
Mar. 2008 Outside Audit & Supervisory Board Member, Burberry Japan K.K. (present)
Oct. 2008 Outside Board Director, JVC Kenwood Holdings, Inc. (currently JVCKENWOOD Corp.)
Jun. 2009 Outside Audit & Supervisory Board Member, Toray Industries, Inc.
Mar. 2014 Outside Audit & Supervisory Board Member, Solasia Pharma K.K. (present)
Jun. 2014 Outside Audit & Supervisory Board Member, Ceolia Pharma Co., Ltd. (present)
Jun. 2014 Outside Audit & Supervisory Board Member, Katokichi Resort K.K. (present)
Mar. 2015 Outside Board Director, TonenGeneral Sekiyu K.K.
Jun. 2016 Outside Board Director, Capcom Co., Ltd. (Audit & Supervisory Board Member) (present)
Jun. 2018 Outside Audit & Supervisory Board Member, Sumitomo Forestry Co., Ltd. (present)
Apr. 2020 Provisional Audit & Supervisory Board Member, Taisho Pharmaceutical Holdings Co., Ltd.
Jun. 2020 Outside Audit & Supervisory Board Member, Taisho Pharmaceutical Holdings Co., Ltd. (present)

Significant concurrent positions:
Partner, Momo-o, Matsuo & Namba
Outside Board Director, Demel Japan Co., Ltd.
Outside Audit & Supervisory Board Member, Nike Japan Corp.
Outside Board Director, Capcom Co., Ltd. (Audit & Supervisory Board Member)
Outside Audit & Supervisory Board Member, Burberry Japan K.K.
Outside Audit & Supervisory Board Member, CEOLIA Pharma Co., Ltd.
Outside Audit & Supervisory Board Member, Katokichi Resort K.K.
Outside Audit & Supervisory Board Member, Sumitomo Forestry Co., Ltd.
Outside Audit & Supervisory Board Member, Taisho Pharmaceutical Holdings Co., Ltd.

External Corporate Auditor

Yoshiyuki Yamakawa

August 1962 (Month of birth)

Apr. 1986 Joined Nippon Life Insurance Company as Chief of the Equity Department
Mar. 1989 Seconded to Nomura Securities Co., Ltd. as Chief of the IPO Department
Sep. 1995 Head of Corporate Planning Office, Innotech Corp.
Sep. 2001 Head of Corporate Planning Office, Sosei Co., Ltd. (currently Sosei Group Corp.)
Oct. 2003 Board Director, Executive Vice President, and CFO, Sosei Co., Ltd.
Oct. 2004 Representative Director, Executive Vice President, and CFO, Sosei Co., Ltd.
Dec. 2006 Founded Hibiki Partners Co., Ltd.
Representative Director and President, Hibiki Partners Co., Ltd. (present)
Jun. 2007 Outside Audit & Supervisory Board Member, United Arrows Ltd.
Jun. 2008 Outside Board Director, Reprocell, Inc. (present)
Mar. 2010 Outside Board Director, D. Western Therapeutics Institute, Inc. (present)
Mar. 2013 Audit & Supervisory Board Member, Solasia Pharma K.K.
Feb. 2014 Outside Audit & Supervisory Board Member, Adventure Inc. (present)
Mar. 2019 Outside Audit & Supervisory Board Member, Chiome Bioscience Inc. (present)
Mar. 2020 Outside Audit & Supervisory Board Member, Solasia Pharma K.K. (present)
Jun. 2020 Outside Audit & Supervisory Board Member, TAGCyx Biotechnologies, Inc. (present)

Significant concurrent positions:
Representative Director and President, Hibiki Partners Co., Ltd.
Outside Board Director, Reprocell, Inc.
Outside Board Director, D. Western Therapeutics Institute, Inc.
Outside Audit & Supervisory Board Member, Chiome Bioscience Inc.
Outside Audit & Supervisory Board Member, TAGCyx Biotechnologies, Inc.

Basic Policy Regarding the Internal Control System

Basic Policy Regarding the Internal Control System

1. System for Ensuring Compliance with Laws, Regulations and the Articles of Incorporation in the Performance of Duties by Directors and Employees

  • The Company is to promote the thorough understanding of the “Code of Conduct” by Directors and employees.
  • The Company is to establish and maintain the internal control system to ensure the reliability of financial reporting, and conduct its assessment appropriately.
  • The Company is to comprehend promptly and cope appropriately with any violation of the laws and any other material matters related to compliance in accordance with the “Rules of Whistleblowing System”.
  • The Company is to take decisive actions against anti-social forces, and promote efforts for cutting off any and all relationship with anti-social forces in accordance with the “Regulations regarding Anti-Social Forces”.
  • The Company is to regularly implement internal audit in accordance with the “Internal Audit Rules” and verify the above matters.

2. System for Preservation and Management of Information Relating to the Performance of the Duties by Directors

The documents and related materials concerning the Directors' performance, including the minutes of board directors meeting, shall be properly preserved and managed in accordance with the laws and the “Document Management Rules”, and made accessible to the Directors and Corporate Auditors at any time.

3. Regulations Concerning the Management of the Risk of Loss and Other Relevant Risk Management System

The Company is to take measures promptly and appropriately against the management risks affecting on the operation of the Company in accordance with the “Risk Management Rules”.

4. System for Ensuring Efficient Functioning of Directors

  • The midterm-business plan shall be formulated, under which the Directors are to perform their duties, and by which the internal control are to be implemented.
  • The Company is to have regular and extraordinary board director meetings as well as other meetings, using IT system, to make any decisions necessary for performing the duties in a timely manner.

5. System for Ensuring the Adequacy of Operations of the Solasia Group
(Consisting of Solasia and Its Subsidiary)

1)System for Ensuring Compliance with Laws, Regulations and the Articles of Incorporation in the Performance of Duties by Directors and Employees of the Subsidiary
  • The Company is to establish the Code of Conduct of Solasia Group covering the subsidiary and promote the thorough understanding of such Code by Directors and employees of the subsidiary.
  • All of the operations and activities of the subsidiary are to be subject to internal audit by the audit division.
2)System for Reporting of the Matters Relating to Business Operation Performed by Directors of the Subsidiary
  • The Company is to appoint Directors and Corporate Auditors as Directors of the subsidiary and to incorporate the subsidiary's operations into the internal control system.
  • The Company is to clarify for any matters that require approval from, or report to, the Company and to comply with these criteria thoroughly.
3)Regulations of the Subsidiary Concerning the Management of the Risk of Loss and Other Relevant Risk Management System
  • The Company is to build the subsidiary risk management system which follows the “Risk Management Rule”.
4)System for Ensuring Efficient Functioning of Directors of the Subsidiary
  • The operations of the subsidiary shall be covered by the mid-term business plan, under which the Directors of the subsidiary are to perform their duties, and by which the internal control are to be implemented.

6. Matters Regarding Employees Assisting Corporate Auditors and the Independence of Such Employees from the Directors

The Corporate Auditors may instruct the employees assisting any matters required for the audit and such assistants shall be free from the command and control of other Directors and employees.

7. System for Reporting by Directors and Employees to Corporate Auditors and Other Systems for Reporting to the Corporate Auditors

  • The Company is to ensure that the Corporate Auditors attend any and all of the company meetings and obtain any information relating to the effective internal control system appropriately.
  • The Directors and employees are to report their performance to the Corporate Auditors upon their request.
  • The Directors and employee are to report any and all the matters that infringe of laws and regulations and could have a major impact on the finance or business of the Company, directly to the Corporate Auditors immediately after such matters recognized.
  • The Company is to ensure that such Directors and employees will not be treated adversely on the ground that they have reported such matters to the Corporate Auditors.
  • Upon request by the Corporate Auditors, the Company is to proceed promptly with advanced payments arising from the duties performed by them unless such payment is deemed unnecessary.

8. Other Relevant Systems for Ensuring the Proper Functioning of Audits

The Corporate Auditors are to maintain close communication and coordination with the division in charge of internal and independent auditors and the Company is to ensure that the representative director shall have meetings regularly with the Corporate Auditors to exchange opinions and information.

Basic Policy of Anti-Social Forces

Solasia Pharma K. K. has prescribed the following basic policy of anti-social forces and, through the observance of this policy by all directors and employees, will strive to ensure the appropriateness and safety of its business operations.

  1. We will resolutely work toward not having any relations with anti-social forces.
  2. We will work with specialized agencies such as police office and attorney, and handle properly in an organized way in order to prevent damages caused by anti-social forces.
  3. We will reject any relationship or transactions with anti-social forces.
  4. We will take legal actions under civil and criminal codes on the unreasonable demand from anti- social forces as necessary.
  5. We will not give benefits or make in secret deals with anti-social forces.
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