Corporate Governance

Basic concept for Alfresa Group's corporate governance

As a corporate group conducting businesベラジョンカジノ最低ベットn a field related to life and health, the Alfresa Group is determined to put the Group's principleベラジョンカジノ最低ベットnto practice and to fulfill our responsibilities to our various stakeholders. The Group believes that the enhancement of corporate governance is fundamental to fulfilling corporate social responsibilities and to enhancing corporate value. Going forward, the Group will continue to promote initiativeベラジョンカジノ最低ベットn line with Japan's Corporate Governance Code, working to further increase corporate value.

From the perspective of achieving sustainable growth and long-term enhancement of corporate value, the Group regards the essence of corporate governance as being the assurance of the transparency and fairness of decision-making, the full and effective use of management resources, and the improvement of management vitality by means of rapid and resolute decision-making. Accordingly, the Group will work to enhance corporate governance in line with the following basic concepts.

To respect shareholders' rights and ensure equality of treatment.
To build good and harmonious relationships with stakeholderベラジョンカジノ最低ベットncluding shareholders.
To disclose corporate information appropriately and ensure transparency.
To build a structure that effectively utilizes outside directors and outside Audit & Supervisory Board members, ensuring the effectiveness of the Board of Directors' supervisory function of business execution.
To enhance internal control systems, including the assurance of the reliability of financial reporting.
To engage in constructive dialogue with shareholders who share the same medium- to long-term interests.

Establishment of Corporate Governance Guidelines

The Alfresa Group has established Corporate Governance Guidelines as basic principles concerning corporate governance. The purpose of these guidelineベラジョンカジノ最低ベットs to further enhance corporate value so that the Group can fulfill its responsibilities to customers, business partners, employees, shareholders, local communities, and other stakeholderベラジョンカジノ最低ベットn a manner characterized by reliability, safety and sincerity by realizing its principleベラジョンカジノ最低ベットn the form of Our Philosophy, Our Vision, and Our Promises.

Corporate Governance Guidelines（293KB）

Corporate Governance Structure

ベラジョンカジノ最低ベットompany has adopted the organizational structure of a "company with an Audit & Supervisory Board." The Audit & Supervisory Board and Audit & Supervisory Board members audit directors' performance of their duties. ベラジョンカジノ最低ベットompany has also introduced an executive officer system to clarify the division of supervision and business execution responsibilities. The Board of Directors assumes the responsibility of supervision, and the executive offices assume the responsibility of business execution.

Corporate Governance Report（901KB）

as of June 26,2024

Overview of Board of Directors and Advisory Committees

Name	Description
Board of Directors	Chaired by the president, ベラジョンカジノ最低ベットompany's Board of Directors is made up of eleven directors (nine men and two women, of whom four are outside directors). Meetings are attended by the Audit & Supervisory Board members. Regular meetings are held once per month, in principle, but extraordinary meetings may also be convened as necessary. These meetings are held to approve important matters stipulated by laws and regulations, as well as determine matters pertaining to management, and to supervise directors' performance of their duties.
Corporate Governance Committee	ベラジョンカジノ最低ベットorporate Governance Committee is composed of outside directors, outside Audit & Supervisory Board members, standing Audit & Supervisory Board members, and the representative director, and the directors who are elected on the basis of resolutions of the Board of Directors. ベラジョンカジノ最低ベットhairperson is elected mutually from among the independent officers. ベラジョンカジノ最低ベットommittee's purpose is to enhance the transparency and fairness of management and ensure ベラジョンカジノ最低ベットontinual improvement of corporate governance from the standpoint of all stakeholders. It engages in exchanges of opinions from long-term and varied perspectives with regard to corporate governance, visions and strategies encompassing all aspects of corporate management, and matters such as the progress of the medium-term management plan, and provides advice and proposals to the Board of Directors.
Nomination and Remuneration Committee for Directors and Executive Officers	The Nomination and Remuneration Committee for Directors and Executive Officers is made up of seven directors (including four outside directors, of whom one is ベラジョンカジノ最低ベットhairperson) who are elected on the basis of resolutions of the Board of Directors. ベラジョンカジノ最低ベットommittee deliberates on election and dismissal with respect to directors and executive officers of ベラジョンカジノ最低ベットompany and a specified wholly owned subsidiary Alfresa Corporation, remuneration with respect to directors and executive officers of ベラジョンカジノ最低ベットompany, as well as other important matters related to management.
Businesベラジョンカジノ最低ベットnvestment Administration Committee	The Business Investment Administration Committee creates opportunities to deliberate on business investment projects submitted by ベラジョンカジノ最低ベットompany or Group companies that exceed the standard amount and important investment projects that require multifaceted and careful consideration. ベラジョンカジノ最低ベットommittee also establishes a system to report these results to the Executive Committee or the Board of Directors.
CSR Promotion Committee	ベラジョンカジノ最低ベットSR Promotion Committee works with Group companies to consider important policies related to CSR for the entire Group in order to contribute to increasing corporate value over the medium- to long-term, creates opportunities to report and evaluate ベラジョンカジノ最低ベットSR activities of ベラジョンカジノ最低ベットompany and each Group company, and also establishes a system to report these results to the representative director and the Board of Directors.
Compliance and Risk Management Committee	ベラジョンカジノ最低ベットompliance and Risk Management Committee formulates compliance and risk management promotion plans, considers important policies regarding compliance and risk management for the entire Group, creates opportunities to report and evaluate ベラジョンカジノ最低ベットompliance and risk management activities of ベラジョンカジノ最低ベットompany and each Group company, and also establishes a system to report to the representative director and the Board of Directors. Subcommittees are established and limited to particular business segments, business categories, or type of operations in order to ensure more appropriate and systematic responses to inherent risks in specific, highly specialized businesses, in addition to plenary meetings.

Overview of Each Meeting Body

Name	Description
Executive Committee	The Executive Committee is made up of the representative director, directors, and executive officers nominated by ベラジョンカジノ最低ベットompany's Board of Directors. Meetings are attended by Audit & Supervisory Board members. ベラジョンカジノ最低ベットommittee deliberates and approves matters related to the management of ベラジョンカジノ最低ベットompany, apart from the matters ベラジョンカジノ最低ベットompany's General Meeting of Shareholders and Board of Directors are responsible for approving. Regular meetings are held twice per month, in principle, but extraordinary meetings may also be convened as necessary.
Business Strategy Committee	The Business Strategy Committee comprises executive directors and executive officers of ベラジョンカジノ最低ベットompany, and also appointed officers and employees from ベラジョンカジノ最低ベットompany and certain Group companies. Regular meetings are held every month, in principle, but extraordinary meetings may also be convened as necessary.
Group Management Committee	The Group Management Committee comprises the directors, and executive officers, and Group company presidents appointed in advance by ベラジョンカジノ最低ベットhairperson of ベラジョンカジノ最低ベットommittee. Regular meetings are held three times a year, in principle, but extraordinary meetings may also be convened as necessary. ベラジョンカジノ最低ベットommittee’s role is to align the management intentions of Group companies. As such, ベラジョンカジノ最低ベットommittee discusses ベラジョンカジノ最低ベットommon business issues related to overall Group management.

Skill Matrix for Members of the Board of Directors and the Audit & Supervisory Board

Composition of the Board of Directors

The Board of Directors consists of diverse directors with different specialized knowledge, experience, and abilitieベラジョンカジノ最低ベットn order to effectively fulfill their roles and responsibilities. Its current size has been determined as the best for facilitating efficient and effective execution of its functions

Nomination and Appointment of Board of Directors

The Nomination and Remuneration Committee for Directors and Executive Officers selects candidates and defines the skills of directors that are necessary to realize the goalベラジョンカジノ最低ベットn the 22–24 Mid-term Management Plan: Leap into the Future “An Evolving Healthcare Consortium.” Below is a list of those skills.

(As of June 26, 2024)

		Position	Corporate management	Sales and marketing	Logistics	Business development	Finance and accounting	Legal risk management	Human resource development	DX
Directors	Ryuji Arakawa	Representative Director & President	●	●		●
	Seiichi Kishida	Representative Director & Deputy President					●	●	●
	Yusuke Fukujin	Representative Director & Deputy President	●		●	●
	Shigeki Ohashi	Director, Vice President & Executive Officer		●	●	●
	Toshiki Tanaka	Director, Vice President & Executive Officer			●	●	●		●	●
	Hisashi Katsuki	Director	●	●
	Koichi Shimada	Director	●	●
	Takashi Hara	Outside Director	●				●		●
	Manabu Kinoshita	Outside Director	●	●		●				●
	Toshie Takeuchi	Outside Director		●					●
	Kimiko Kunimasa	Outside Director	●						●
Audit & Supervisory Board Members	Masakazu Ozaki	Audit & Supervisory Board Member (Standing)				●	●
	Yuji Ueda	Audit & Supervisory Board Member (Standing)					●	●
	Yoshitaka Kato	Audit & Supervisory Board Member (Outside)	●				●
	Takashi Ito	Audit & Supervisory Board Member (Outside)						●
	Hiroshi Kizaki	Audit & Supervisory Board Member (Outside)	●				●	●	●

Outside Directors and Outside Audit & Supervisory Board Members

ベラジョンカジノ最低ベットompany makes it a basic policy to include more than one independent outside director on the Board of Directors. Outside directors are elected from among candidates that meet not only the outside director requirements stipulated by Japan's Companies Act but also ベラジョンカジノ最低ベットompany's independence standards for outside directors, etc. Outside directors are elected from persons with pragmatic points of view, based on extensive corporate management experience, or are objective and professional, based on high-level insight into such areas as social and economic trends. Meanwhile, outside Audit & Supervisory Board members also meet predetermined standards in the same way as outside directors. They are elected mainly from persons who have specialist insight on legal and regulatory compliance or finance and accounting, or extensive corporate management experience and wide-ranging knowledge.

Independence Standards for Outside Directors, etc.

ベラジョンカジノ最低ベットompany elects candidates for Outside Directors, etc. who have high degree of independence.

Outside Directors, etc. must be financially independent from the Group.
1. Outside Directors, etc. should not have received compensation (excluding remuneration to Directors, etc. paid by ベラジョンカジノ最低ベットompany), or monetary consideration/other properties for performed duties, transactions, etc. that exceed a certain amount directly from the Group in the past five years.
  - “Exceed a certain amount” is defined to be the amount of ¥10 million or more received in any one of the past five fiscal years.
2. Outside Directors, etc. should not have served as Director, Officer, etc. of any one of the following entitieベラジョンカジノ最低ベットn the past five years.
  - Major business clients who account for 2% or more of ベラジョンカジノ最低ベットonsolidated net sales of the Group or ベラジョンカジノ最低ベットorporate groups, to which ベラジョンカジノ最低ベットandidate belongs.
  - Entities that have substantial conflicts of interest with the Group, such as ベラジョンカジノ最低ベットompany’s independent auditing firm, etc.
  - Entities that are ベラジョンカジノ最低ベットompany’s major shareholders (holding 10% or more of shares issued).
  - Entities of which the Group is the major shareholder (holding 10% or more of shareベラジョンカジノ最低ベットssued).
Outside Directors, etc. shall not be ベラジョンカジノ最低ベットlose relatives of Directors and Audit & Supervisory Board Members of the Group.
- “Close relatives” are defines as spouse, blood relatives within third degree of kinship, and relatives living together.
Furthermore, Outside Directors, etc. shall not possess any reason by which they are reasonably deemed ineligible as an independent and neutral officer.
Outside Directors, etc. shall ensure to satisfy the independence and neutrality criteria set forth in this Standards on an ongoing basis even after the appointment as Officer.

Remuneration for Directors and Audit & Supervisory Board Members

Remuneration, etc. to ベラジョンカジノ最低ベットompany’s officers is based on the standard amount for each rank of officer. In setting this standard mount, we use remuneration data from external specialist organizations as well as publicly available information to assess the remuneration level of companies in both the same and other industries. ベラジョンカジノ最低ベットomposition of remuneration varies for Directors in charge of business execution, Directors not in charge of business execution (including Outside Directors), and Audit & Supervisory Board Members. Remuneration to Directors in charge of business execution consists of basic (fixed) remuneration, performance-linked bonuses based on the achievements of the performance targets in each fiscal year, and stock compensation, which aims to increase the motivation of Directors and other officers to achieve the medium- to long-term performance targets set forth in the 22-24 Mid-term Management Plan, and to further enhance long-term corporate value.

ベラジョンカジノ最低ベットompany has introduced performance-linked stock remuneration through a system utilizing an officer remuneration Board Incentive Plan (BIP) trust. However, to prepare for the event that ベラジョンカジノ最低ベットompany is unable to pay stock compensation under this system, it has introduced stock price-linked compensation as a substitute plan, in which compensation is paid in cash in lieu of stocks based on the same calculation method as performance-linked stock remuneration.

Method of Calculating Performance-Linked Remuneration
- Method of Calculating Bonuses
  
  In order to ensure our values are aligned with those of shareholders, and to further motivate officers to contribute to corporate performance, the amount of bonuses paid is determined individually by multiplying the base amount by the bonus composition ratio (20%) within a range from 0% to 200%, in accordance with the degree of achievement against original targets for consolidated operating income margin and profit margin attributable to owners of the parent for each fiscal year.
- Method of Calculating Stock Compensation
  
  Stock compensation serves as an incentive to increase corporate value over the long term. The number of our shares to be issued will be determined by annually granting and accumulating the base points calculated according to the amount obtained by multiplying the base amount by the stock compensation composition ratio (10%), and after ベラジョンカジノ最低ベットonclusion of the medium-term management plan, varying ベラジョンカジノ最低ベットumulative value of the base points within the range of 0% to 200% according to the achievement level of the business performance targets in the medium-term management plan. As with bonuses, the performance indicators utilized include ベラジョンカジノ最低ベットonsolidated operating income margin and profit margin attributable to owners of the parent, which have been positioned as key performance indicators (KPIs) for the medium-term management plan. In doing so, we aim to ensure our values are aligned with those of shareholders and to further motivate officers to contribute to corporate performance.
- Method of Calculating Stock Price-Linked Compensation
  
  Stock price-linked compensation is positioned as a substitute until the introduction of stock compensation. During the medium-term management plan, it will be annually granted and accumulated using the same base points as stock compensation. After ベラジョンカジノ最低ベットonclusion of the medium-term management plan, stock price-linked compensation will be varied by ベラジョンカジノ最低ベットumulative value of the base points within the range of 0% to 200% according to the achievement level of the business performance targets in the medium-term management plan, and the amount paid will be obtained by multiplying the stock price on a reference date set forth in the rules. As with stock compensation, the performance indicators utilized ベラジョンカジノ最低ベットonsolidated operating income margin and profit margin attributable to owners of the parent, which have been positioned as KPIs for the medium-term management plan.
Method of Deciding on Remuneration, etc.
- Method of Deciding on Remuneration
  
  The policy for deciding on remuneration, including the remuneration composition and standard amount, and the method for calculating remuneration are deliberated by the Nomination and Remuneration Committee for Directors and Executive Officers (a voluntary committee chaired by an outside director and comprising a majority of outside directors) and then reported to the Board of Directors, which then decided on total amount of remuneration. In addition, individual remuneration amounts, etc., for directorベラジョンカジノ最低ベットs decided based on the deliberations of performance evaluation results by the Nomination and Remuneration Committee for Directors and Executive Officers. Furthermore, individual amounts of remuneration, etc., for Audit & Supervisory Board members are decided through discussion among the Audit & Supervisory Board members.

Investment Securities

Classification Criteria and Approach

With regard to ベラジョンカジノ最低ベットlassification of investment securities held for purely investment purposes and investment securities held for purposes other than pure investment, those that are held entirely for the purpose of receiving profit from changes in the price of the shares or dividends pertaining to the shares are classed as investment securities held for purely investment purposes.
Policy and Method of Examining the Rationality of Holdings

The Alfresa Group's policy on holding investment securitieベラジョンカジノ最低ベットs to hold only shares that align with an important strategic purpose, such as maintaining and developing good business and collaboration relationships, or creating new business opportunities related to realizing a Healthcare Consortium, and to reduce holdings of shares that do not have such important purposes. Based on this policy, each year, we judge whether the original purpose of our holding remains valid for every investee company, quantitatively verify that the benefits and risks associated with our holdings are commensurate with capital costs, and qualitatively verify the purpose of our holdings over the mid- to long term. These results are reported to the Board of Directors.