Corporate Governance Policy
- The corporate mission of Terumo Corporation is “Contributing to Society through Healthcare.” Guided by this mission, the Company provides products and services of real value as it strives to meet the expectations of its many stakeholders worldwide, consisting of customers, shareholders, associates, business partners and communities at large. Achieving sustainable growth and maximizing corporate value over the long term are other key goals for Terumo.
- Terumo has established Five Statements for realizing its corporate mission: 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.
- Backed by its corporate mission and the Five Statements, Terumo promotes the creation of frameworks for honest and effective corporate governance. Together with a commitment to full accountability for explaining its actions, Terumo strives to continuously earn the understanding and trust of those within and outside of the Company.
- Terumo believes that a corporate culture to creat “a highly motivating and challenging workplace with open and candid communication, with forward looking spirit,” is essential to effective corporate governance, and strives diligently to foster a culture of this kind.
2.Corporate Governance Structure
Governance at Terumo is based on a Company with a Board of Corporate Auditors System, in which business execution is supervised by the Board of Directors and the Board of Corporate Auditors is entrusted with the auditing functions. The Company has also established a Corporate Governance Committee and an Internal Control Committee as bodies that serve to enhance the transparency and objectivity of management.
(Directors and Board of Directors)
- (1)Role of the Board of Directors
- Decides matters as authorized by relevant laws and regulations, the Articles of Incorporation and its own internal rules.
- Monitors the performance of duties by the individual directors and executive officers.
- Strives for optimal management decision-making with a view to maximizing corporate value.
- Fulfills corporate governance functions.
- (2)Composition of the Board of Directors
- Consist of up to 15 directors, 20 percent or more of whom may be independent directors.
- Independent directors must satisfy the criteria to serve as independent directors/auditors as defined by the Tokyo Stock Exchange.
- The Board of Directors is chaired by the Chairman and Representative Director of Terumo.
- (3)Term of Office for Directors
- The term of office for directors is one year, with reappointment possible.
(Corporate Auditors and the Board of Corporate Auditors)
- (1)Role of the Corporate Auditors and Board of Corporate Auditors
- Corporate auditors attend meetings of the Board of Directors and other important meetings, audit the execution of duties by the directors, and offer pointed input regarding management as required.
- The Board of Corporate Auditors is responsible for the following:
- Preparation of audit reports
- Election and dismissal of senior corporate auditors
- Determining audit policies, methods for assessing the status of the Company's operations and financial assets, and other matters pertaining to the duties performed by the corporate auditors
- Consist of up to five corporate auditors, more than half of whom must be external corporate auditors from outside the Company.
- External corporate auditors must meet the terms stipulated by Japan's Companies Act and satisfy the criteria to serve as independent directors/auditors as defined by the Tokyo Stock Exchange.
- The chair of the Board of Corporate Auditors is elected by resolution from among the corporate auditors.
- (3)Term of office
- The term of office for corporate auditors is four years, with reappointment possible.
(Corporate Governance Committee)
- Deliberates and advises on the following matters in order to heighten the fairness of the Board of Directors and management transparency.
- Corporate governance structure enhancement
- Selection of candidates for the positions of director, corporate auditor and executive officer
- Establishment of remuneration systems for directors, corporate auditors and executive officers
Comprised of a maximum of six members drawn from independent directors, representative directors and other individuals named by the committee chair. More than half of the membership must be independent directors who satisfy the criteria for serving as an independent directors/auditors as defined by the Tokyo Stock Exchange.
- (3)Committee Chair
The chair of the Corporate Governance Committee is selected from among the independent directors by mutual vote of the committee members.
(Internal Control Committee)
Promotes risk management and compliance with respect to management, and administers the legally mandated and timely disclosure of corporate information.
Comprised of directors appointed by the committee chair, general managers of relevant divisions, as well as the heads of specialized groups, the Internal Audit Department and the Internal Control Department.
- (3)Committee Chair
The Internal Control Committee is chaired by the President and Representative Director of the Company.