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Corporate Governance Policy

Basic Stance

  • Terumo’s corporate mission is “Contributing to Society through Healthcare”. Guided by its mission, Terumo provides valuable products and services to achieve sustainable growth, maximize long-term corporate value and meet the expectations of its worldwide stakeholders, including its customers, shareholders, associates*, business partners and communities.
  • To embody its corporate mission, Terumo articulated Five Statements, i.e. open management, enhanced value, safety and reliability, respect for our associates, and corporate citizenship. These statements govern the actions and decisions made by all Terumo associates.
  • Based on its corporate mission and the Five Statements, Terumo has established this Guideline for Corporate Governance.  It is intended to promote timely decision-making while maintaining transparency and objectivity in management.
  • Terumo continuously strives to earn the understanding and trust of its internal and external stakeholders by recognizing its accountability to its stakeholders and promoting dialog and other means of communication with its shareholders.
  • Informed by Corporate Governance Code, Terumo has developed a global platform for its activities as a good corporate citizen.
  • Terumo strives diligently to foster a corporate culture of “a highly motivating and challenging workplace with open and candid communication,” because Terumo believes a culture of this nature is essential to effective corporate governance.

Corporate Governance Structure

Terumo adopted the organizational design of a “Company with an Audit/Supervisory Committee” to achieve the following initiatives, further strengthen its corporate governance framework, and to enhance its mid- and long-term corporate value.

  1. Strengthen audit and supervisory functions
    The members of the Audit/Supervisory Committee shall have voting rights in the meetings of the Board of Directors.
  2. Enhance transparency and objectivity in management
    By increasing the proportion of independent directors on the Board, transparency and objectivity in decision-making will be enhanced at the Board level reflecting opinions of the independent directors which representing the perspective of shareholders and other stakeholders.
  3. Expedite decision-making process
    By promoting the appropriate delegation of the Board’s authority by way of the executive officer system, Terumo will further expedite its decision-making process and business development.

Corporate Governance Structure

  • - Audit/Supervisory Committee members are directors, and have voting rights in the BOD meeting. The majority of Audit/Supervisory Committee is constituted by independent directors.
  • - Audit/Supervisory Committee serves for the function of auditing and supervising the directors and the BOD.

Corporate Governance Report

Corporate Governance Report has been submitted to the Tokyo Stock Exchange.

Internal Controls

In accordance with Japan's Companies Act, Terumo Corporation's Board of Directors has approved the “Internal Control System Design Basic Policy”, and the Company promotes the establishment of an internal control system within the Terumo Group.

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