JCR is strengthening corporate governance for sustainable corporate value creation.

Corporate Governance

JCR Group considers that for the purpose of providing superior quality and more useful pharmaceutical products and medical equipment to society, it is important to aim to enhance the legality, transparency and objectivity of the Company’s management, to heighten our corporate value further, and at the same time to build a system to ensure the protection of the interests of shareholders. For this purpose, we are putting forth effort to secure implementation and operation of effective internal control systems, to evaluate the effectiveness of such systems on our own, and to fulfill social responsibilities as a corporation.
JCR is a company with an Audit & Supervisory Board. As such, we have established the Board of Directors consisting of 12 Directors, including seven Outside Directors, the Audit & Supervisory Board consisting of five Outside Audit & Supervisory Board Members, and Accounting Auditors. In addition to these organs, we have established the Management Control Committee, Advisory Committee for Nomination, Compensation, Etc., Sustainability Advisory Committee, Management Committee, Internal Audit Department, Internal Control Committee, Compliance Committee, Sustainability Committee, Safety and Health Committee, Environmental Committee, Donation Screening Committee, and Risk Management Promotion Meeting. As for the composition of the corporate governance system we believe the corporate governance system covers an appropriate scope in line with our current condition, and that it enables efficient management of business operations. Also, we have judged that the current governance system, which includes six Outside Directors and five Outside Audit & Supervisory Board Members, is effective for ensuring management transparency, objectivity (impartiality) and independent supervision over management.

Please refer to “Corporate Governance” for details.

Compliance

JCR has established Compliance Rule to ensure that the group of companies comprising JCR and its subsidiaries conduct operations appropriately. Concurrently, the Compliance Control Committee and the Compliance Promotion Committee have been formed in order to establish the necessary measures concerning compliance and oversee their implementation.
The Compliance Control Committee, whose members are nominated by the Board of Directors, fulfills roles such as formulating basic policies and plans for promoting compliance activities, and presenting these matters to the Board of Directors, as necessary. Furthermore, the Compliance Promotion Committee, whose members are nominated by the Compliance Control Committee, is engaged in duties related to promoting compliance.
Separately from these committee organizations, the Compliance Rule requires that the heads of each division be appointed as the person responsible for the execution of compliance and assume responsibility for the implementation of compliance in the divisions they manage. Meanwhile, the Compliance Rule requires that education and training be provided regularly in each division to improve compliance-related awareness and enable employees to obtain and retain relevant knowledge. The Rule also requires each employee to make a sincere effort to participate in such education and training.

Please refer to “Compliance” for details.

Risk Management

As a company that handles pharmaceutical products that concern people’s health, JCR has established the Basic Risk Management Rule and develops its risk management system and ascertains risk in its business activities based on that rule. Furthermore, JCR is creating systems to address risk prevention, risk management, and risk contingencies through collaboration with related committees such as the Risk Management Promotion Office, Internal Control Committee and Compliance Committee.
JCR has listed the important risks it should be aware of and selected and decided on the three items below as BCP priorities.

• 1. Response measures in the event of a disruption in the supply of GROWJECT^®
• 2. Company-wide response measures in the event of a large-scale disaster
• 3. Response measures in the event of a major compliance violation

In particular, as a pharmaceutical company, JCR regularly holds meetings of the three executives of manufacturing and marketing (Marketing Supervisor-General, Quality Assurance Manager, and Safety Management Supervisor) in accordance with laws and regulations, and has constructed systems that assure the quality, effectiveness and safety of drugs.
Moreover, while expanding its operations globally, JCR will introduce a world-class drug quality system and pursue an even higher level of safety.

Risk Management System