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Corporate Governance

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AIN HOLDINGS assumes responsibility for people’s health and the well-being of the wider community through its business activities. We promote a highly efficient and transparent management system and implement ongoing initiatives toward enhancement of corporate governance.



BASIC POLICY FOR CORPORATE GOVERNANCE

Dispensing pharmacies and drug and cosmetic store chains are the key business areas being developed by AIN HOLDINGS. Both of these businesses are characterized by a responsibility towards people’s health, and as such, we recognize the indispensability of continuing with sound and transparent business activities that prioritize compliance.
 We have adopted a corporate auditor system to oversee not only key management decisions and the business execution of directors, but also general corporate management. In order to ensure the effective mutual management oversight of directors, the Board of Directors convenes more than once a month, while a management meeting is held for directors and the standing corporate auditor on a weekly basis.
 To minimize potential risks, the Internal Audit Office ensures comprehensive compliance with basic pharmacy regulations, while the Safety Policy Office conducts analysis and implements measures to prevent drug dispensing errors.
 As part of efforts to enhance corporate governance, we have established a Compliance Committee to promote and embed systems that ensure compliance with business ethics, laws and regulations. The committee is made up of all the Company’s directors and auditors and legal advisors.

OUTLINE OF CORPORATE GOVERNANCE

Corporate governance structure Corporate Auditor System
Chairman of the Board Kiichi Otani
Number of directors 9 (including 3 outside directors)
Number of corporate auditors 3 (including 2 outside corporate auditors)
Board of Directors meetings in fiscal 2017 Number of meetings: 12
Examples of resolutions: Annual budget, issues related to new businesses, store openings
Outside Director attendance at Board of Directors meetings: 97%
Outside Corporate Auditor attendance at Board of Directors meetings: 100%
Board of Corporate Auditor meetings in fiscal 2017 Number of meetings: 12
Examples of resolutions: Audit policy, audit plans and business division audits
Management meetings in fiscal 2017 52
Key meetings attended by corporate auditors Board of Directors meetings, Board of Corporate Auditor meetings, Management meetings
Independent director appointment Outside directors Ko Mori, Yasuyuki Hamada and Shigeki Kimura and outside corporate auditor Osamu Muramatsu have all been designated as independent officers in accordance with the provisions of the Tokyo Stock Exchange.
Systems to strengthen and promote Group management Group management meetings (weekly)
Accounting auditor ERNST & YOUNG SHINNIHON LLC

OUTSIDE DIRECTORS AND OUTSIDE CORPORATE AUDITORS

The Board of Directors is comprised of nine members, including three outside directors. Two of the Company’s three corporate auditors are outside corporate auditors. There are no conflicts of interest between the Company and its outside directors and outside corporate auditors. The outside directors and outside corporate auditors have a number of functions and roles to fulfill in the Group’s corporate governance system. Drawing on their specialist knowledge and experience, they contribute to the Group’s business strategy, discussions on board resolutions, and internal control mainly by monitoring business execution and providing input at meetings of the Board of Directors from a neutral, independent and objective standpoint.
 The Company has no specific standards in place at the moment, but the basic policy for appointing outside directors and outside corporate auditors is to ensure they can effectively fulfill the above roles. Three outside directors and one outside corporate auditor have been designated as independent officers in accordance with the provisions of the Tokyo Stock Exchange.

Reasons for selection of outside directors

Ko Mori Mr. Mori was appointed as an outside director to broadly contribute to the Company’s activities by providing advice to the Board of Directors and other bodies and by monitoring business execution, drawing on his extensive knowledge and experience as the manager of a major trading company. Mr. Mori is judged to be a highly independent and objective appointment, as he has no affiliation with the parent company, its subsidiaries, major corporate shareholders or key customers of the Group.
Yasuyuki Hamada Mr. Hamada was appointed as an outside director to broadly contribute to the Company’s activities by providing advice to the Board of Directors and other bodies and by monitoring business execution. Although Mr. Hamada has no experience of business management, he is able to draw on his specialist knowledge and experience as an academic, particularly in the field of economics and finance.
 Since April 2010, Mr. Hamada has been an emeritus professor at Hokkaido University, which has received donations from the Company in the past. However, he is judged to be a sufficiently independent appointment, as the purpose of the donations was limited and they were not directly related to Mr. Hamada’s research activities.
Shigeki Kimura Mr. Kimura was appointed as an outside director to broadly contribute to the Company’s activities by providing advice to the Board of Directors and other bodies and by monitoring business execution, drawing on his specialist knowledge and experience from working in the accounting department of a major retailer. Mr. Sato works for Seven-Eleven Japan Co., Ltd., which has a business relationship and lease contracts with the Company. However, he is judged to be a sufficiently independent appointment, as the interdependence of Seven-Eleven Japan Co., Ltd. And the Company is low due to a minimal level of business between the two companies. He has no special interest in the Company.

Reasons for selection of outside corporate auditors

Akira Ibayashi Akira Ibayashi was appointed as an outside corporate auditor to contribute to improvements in sound and efficient business management, drawing on his specialist knowledge f rom working at financial institutions and his experience in business management.
Osamu Muramatsu Osamu Muramatsu was appointed as an outside corporate auditor to contribute to improvements in sound and efficient business management, drawing on his specialist knowledge from working at a major securities firm, experience in business management and track record as an outside auditor for the Group.

REMUNERATION FOR DIRECTORS AND AUDITORS

The maximum total amount of remuneration for directors was determined by a resolution at the 44th Ordinary General Meeting of Shareholders held on July 30, 2013 to be ¥300 million annually (does not include payments made to directors for their duties as employees; the maximum total amount for outside directors was determined to be ¥50 million annually).
 The maximum total amount of remuneration for corporate auditors was set at ¥30 million annually at the 22nd Ordinary General Meeting of Shareholders held on July 30, 1991.The actual amount each year is determined within this limit via discussions among the corporate auditors.
 The amount of remuneration for directors and corporate auditors for the year ended April 2017 is as follows:

Item Total remuneration (¥ million) Number of eligible individuals
Directors (excluding outside directors) 181 7
Corporate auditors (excluding outside corporate auditors) 6 1
Outside directors and outside corporate auditors 19 5

STATUS OF ACCOUNTING AUDITS

Three certified public accountants from ERNST & YOUNG SHINNIHON LLC conducted the accounting audits of AIN HOLDINGS based on the Companies Act and Financial Instruments and Exchange Act. Audit fees for the year ended April 2017 are as follows:

Compensation paid for audit certification activities
(¥ thousand)
Compensation paid for non-audit activities
The Company 36,200 -
Consolidated subsidiaries 7,500 -
Total 43,700 -