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Corporate Governance

Corporate Governance

Basic Policy

RaQualia values the interests of all of our stakeholders. We believe in the importance of corporate governance to respond to these interests, heighten our corporate value, and fulfill the trust that has been placed in us. We have implemented the following internal controls in order to continuously strengthen our management structure, ensure quick and responsible decision making, and maintain a highly transparent and fair organization.

Our Corporate Governance Structure

RaQualia has a Board of Directors (BOD), a Audit and Supervisory Committee, and a Corporate Internal Audit(CIT).

The Board of Directors
The BOD meets once per month for its regular meeting and also holds ad hoc meetings as needed. It deliberates and makes decisions regarding the company's management policy and annual budget, as well as provides reports on monthly budget administration and other important matters related to the company's operations. In order to strengthen the Board's monitoring functions, four of the seven Directors are appointed from outside the company.
The Audit and Supervisory Committee

The Audit and Supervisory Committee meets regularly and also holds ad hoc meetings as needed. The Committee is made up of three members with knowledge of venture businesses including a lawyer and a tax accountant/certified public accountant to enhance the audit system as well as to ensure the independence and transparency of the auditing work. The Audit and Supervisory Committee reports the results of audit activities to the Board of Directors in a timely manner. Furthermore, the Committee regularly exchanges opinions with the Representative Director and the accounting auditor respectively to supervise the execution of duties by the Directors.

The Corporate Internal Audit

The Corporate Internal Audit (CIA), composed of one manager and directly reporting to the Representative Director, is responsible for audits of all departments. The CIA conducts audits on the basis of the annual audit plan and submits a report summarizing the results of internal audits to the Representative Director. The CIA then encourages improvement by sharing the report with an audited department. The audited department prepares improvement plans without delay and applies to its operation.

The Corporate Strategy Committee

The Corporate Strategy Committee, consisted of the Representative Director and the Corporate Officers, is an advisory board to support the work of the Representative Director and to provide a forum for focused discussions on management topics. It meets weekly and, if necessary, holds ad hoc meetings in support of quick and appropriate decision making.

The Compliance Committee

The Compliance Committee is composed of the Corporate Officers including the Representative Director , the Personnel Director, the Head of Audit Office and the Legal Director. It establishes compliance rules and as a rule meets once every six months. The Committee's main activities are to create a compliance regime, draft and maintain the compliance program, monitor the company's compliance with all laws and regulations, and implement compliance education and training for employees.

The Risk Management Comittee

The members of the Risk Management Committee are the Corporate Officers including the Representative Director. The Committee is comprised of the corporate officers and makes decisions related to risk management and risk management rules. It meets once every six months. This Committee anticipates compliance risk, rumor/reputation risk, operational risk, disaster risk and others and evaluates, responds to, manages, and provides information regarding these risks. The Committee considers policies and plans for responding to risks that would have a large impact on the company and diligently works to reduce the effect of all anticipated risks.

The Auditing Department and The Accounting Firm

Furthermore, the Audit and Supervisory Committee , the Corporate Internal Audit(CIT) and our independent accounting auditor closely coordinate information-sharing in order to conduct their audit effectively and efficiently. The independent accounting auditor provides on audit reports and quarterly review reports.

RaQualia has selected the firm of Ernst & Young ShinNihon LLC to serve as our independent accounting auditor. We consistently ensure that the auditing work is performed in a fair and impartial way, and we strive to provide fair and appropriate management and financial information.

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