{"id":2764,"date":"2025-10-29T18:00:28","date_gmt":"2025-10-29T09:00:28","guid":{"rendered":"https:\/\/www.hodogaya.co.jp\/english\/?page_id=2764"},"modified":"2026-10-29T14:55:48","modified_gmt":"2026-10-29T05:55:48","slug":"system","status":"publish","type":"page","link":"https:\/\/www.hodogaya.co.jp\/english\/company\/governance\/system\/","title":{"rendered":"System"},"content":{"rendered":"
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Structure of corporate governance system<\/h2>\n

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General Meeting of Shareholders<\/h5>\n

In addition to the appropriate statutory disclosure and timely disclosure, Hodogaya Chemical strives to proactively provide shareholders and investors with relevant information, such as management strategies, in order to gain understanding of business activities.
It engages in constructive bilateral dialogue with shareholders in an effort to achieve effective corporate governance that can contribute to sustainable growth and increase corporate value.
Hodogaya Chemical also establishes measures to ensure shareholders can more easily attend the General Meeting of Shareholders, such as avoiding dates on which many companies hold meetings, early mailing of the Notice of Annual General Meeting of Shareholders, provision of the Notice of AnnualGeneral Meeting of Shareholders in English, and use of electronic voting (smart voting) and an electronic voting platform.<\/p>\n<\/div>\n

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Board of Directors<\/h5>\n
Held 16 times in FY2025<\/div>\n

To enable thorough discussions based on diverse opinions and prompt, rational decision-making, the Board of Directors consists of members who possess the extensive experience, knowledge, and expertise required by the Company.
The deliberations for FY2025 are summarized in the table below, focusing on monitoring the progress of the previous Mid-term Management Plan SPEED 25\/30, addressing issues in businesses showing delayed progress, and reviewing the status of sustainability initiatives.<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
Deliberations<\/th>\nNumber of deliberations of the Board of Directors<\/th>\n<\/tr>\n
Resolutions<\/th>\nReports<\/th>\nOthers<\/th>\n<\/tr>\n<\/thead>\n
Management strategy and businesses<\/td>\n3<\/td>\n14<\/td>\n2<\/td>\n<\/tr>\n
Sustainability<\/td>\n\uff0d<\/td>\n3<\/td>\n\uff0d<\/td>\n<\/tr>\n
Corporate governance<\/td>\n2<\/td>\n4<\/td>\n\uff0d<\/td>\n<\/tr>\n
Financial results, investor relations and finance<\/td>\n10<\/td>\n3<\/td>\n1<\/td>\n<\/tr>\n
Compliance and internal controls<\/td>\n\uff0d<\/td>\n4<\/td>\n\uff0d<\/td>\n<\/tr>\n
Committee matters<\/td>\n\uff0d<\/td>\n\uff0d<\/td>\n2<\/td>\n<\/tr>\n
Officers and management executives<\/td>\n14<\/td>\n7<\/td>\n\uff0d<\/td>\n<\/tr>\n
Others<\/td>\n\uff0d<\/td>\n1<\/td>\n2<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<\/div>\n
\n
Audit & Supervisory Committee<\/h5>\n
Held 12 times in FY2025<\/div>\n

The Audit & Supervisory Committee audits the legality of business execution by Directors and Officers, appropriateness of the Company\u2019s business operations, internal control, and financial status, etc., through attendance at important meetings and through timely and appropriate reporting from Directors, Executive Officers, and employees of the Group.
The Audit & Supervisory Committee also maintains close relations with the Accounting Auditor to take necessary measures in relation to the audit work.<\/p>\n

Key deliberations for FY2025<\/p>\n

    \n
  • Appointment of the Accounting Auditor<\/li>\n
  • Approval of the audit plan and agreement on audit fees for the Accounting Auditor<\/li>\n
  • Review of internal controls and internal audit status.<\/li>\n
  • Oversight and evaluation of risk awareness and risk mitigation measures by the Risk Management Committee.<\/li>\n
  • Review of audits of affiliated companies<\/li>\n
  • Deliberation on the Accounting Auditor\u2019s audit reports.<\/li>\n<\/ul>\n<\/div>\n
    \n
    Nominating & Compensation Committee<\/h5>\n
    Held 12 times in FY2025<\/div>\n

    In order to strengthen the independence, objectivity, and accountability of the Board of Directors\u2019 functions, the Nominating & Compensation Committee, which is composed of a majority of Independent Outside Directors and chaired by an Independent Outside Director, serves as an advisory body to the Board of Directors and deliberates and submits reports to the Board of Directors regarding personnel matters concerning Directors and compensation of Directors. The Board of Directors respects the content of such reports. An Outside Director serves as chairperson.<\/p>\n

    Key recommendations and opinions for FY2025<\/p>\n

      \n
    • Regarding the candidates proposed for Director election at the Annual General Meeting of Shareholders, the Committee reviewed the background and skills of each candidate and submitted a recommendation confirming that the proposal was appropriate.<\/li>\n
    • Concerning the remuneration of directors who are not Audit & Supervisory Committee members, the Committee conducted a comparative study with major companies in Japan and submitted a recommendation confirming that the proposal was appropriate and aligned.<\/li>\n
    • In electing Executive Officers, department heads, and presidents of affiliated companies, the Committee reviewed the detailed backgrounds of each candidate, conducted interviews, and expressed our opinion that the proposed appointments were appropriate.<\/li>\n<\/ul>\n<\/div>\n
      \n
      Management Committee<\/h5>\n

      The Management Committee is composed of Executive Officers, relevant General Managers of departments, and other key executive members. The Committee deliberates on and receives reports concerning important matters that require the President\u2019s approval. Meetings are generally held twice a month in accordance with the annual schedule for internal meetings and are also convened as necessary.
      In FY2025, the committee\u2019s main topics of deliberation included M&A transactions and business alliances in the field of nucleic acid medicines.<\/p>\n<\/div>\n

      \n
      Executive Officers<\/h5>\n

      The Executive Officer system was introduced to (1) improve management efficiency, (2) enable quicker decision-making, (3) enhance functional specialization, (4) strengthen supervisory and monitoring functions, and (5) reinforce the overall management structure.
      The President elects Executive Officers who meet these objectives to oversee the execution of operations in the company\u2019s principal departments.<\/p>\n<\/div>\n

      \n
      Accounting Auditor<\/h5>\n

      Hodogaya Chemical has appointed Ernst & Young ShinNihon LLC as its Accounting Auditor. In addition to financial audits, the company also receives advice on accurate and fair accounting practices through audits of internal controls and other related activities.<\/p>\n<\/div>\n

      \n
      Internal Control Department<\/h5>\n

      Hodogaya Chemical has established an Internal Control Department, which continuously reviews and evaluates the status of the group-wide internal control systems required under the Companies Act and the Financial Instruments and Exchange Act, ensuring that existing business risks are kept at or below acceptable levels.
      The Internal Control Department is also responsible for compliance and risk management.
      It maintains and enhances the level of internal control across the Hodogaya Chemical Group and promotes various measures to ensure that business operations are conducted appropriately and efficiently.<\/p>\n<\/div>\n

      \n
      Internal Auditors Department<\/h5>\n

      In order to ensure its independence, Hodogaya Chemical has established an Internal Auditing Department that adopts a dual reporting system, whereby it reports the results of internal audits to the President and also directly to the Audit and Supervisory Committee.
      Furthermore, the department serves as the secretariat of the Audit and Supervisory Committee, supporting its operations to maintain and enhance audit quality.<\/p>\n<\/div>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

      Structure of corporate governance system General Meeting of Shareholders In addition to the appropriate statut […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":28,"menu_order":2,"comment_status":"closed","ping_status":"closed","template":"page.php","meta":[],"acf":[],"_links":{"self":[{"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages\/2764"}],"collection":[{"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/comments?post=2764"}],"version-history":[{"count":9,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages\/2764\/revisions"}],"predecessor-version":[{"id":4889,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages\/2764\/revisions\/4889"}],"up":[{"embeddable":true,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages\/28"}],"wp:attachment":[{"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/media?parent=2764"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}