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 cosmetic and drug 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.
Corporate Governance Report
OUTLINE OF CORPORATE GOVERNANCE
|Corporate governance structure
||Corporate Auditor System
|Chairman of the Board
|Number of directors
||12 (including 4 outside directors)
|Number of corporate auditors
||3 (including 2 outside corporate auditors)
|Board of Directors meetings in fiscal 2019
||Number of meetings: 12
Examples of resolutions: Annual budget, issues related to new businesses, store openings
|Outside Director attendance at Board of Directors meetings:
|Outside Corporate Auditor attendance at Board of Directors meetings:
|Board of Corporate Auditor meetings in fiscal 2019
||Number of meetings: 12
Examples of resolutions: Audit policy, audit plans and business division audits
|Management meetings in fiscal 2019
|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, Noriko Endo and Junro Ito 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)
||ERNST & YOUNG SHINNIHON LLC
OUTSIDE DIRECTORS AND OUTSIDE CORPORATE AUDITORS
The Board of Directors is comprised of twelve members, including four 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. Four 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
||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.
||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.
||Ms. Endo 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 activities, drawing on her extensive knowledge and experience from positions in the editing department of an economics magazine and a public research institution, as well as knowledge gained from market research in Japan and overseas. Ms. Endo previously worked for the Company in an advisory capacity, but the level of mutual dependence between Ms. Endo and the Company is low, as her contract was completed at the end of May 2018. There are no other affiliations that raise questions about Ms. Endo’s independence from the Company’s senior management team. Ms. Endo is judged to have no conflicts of interest with ordinary shareholders and has been designated as an independent officer.
||Mr.Junro Ito 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 of environmental, social and corporate governance (ESG) issues and his experience leading group companies as the director of a major retailer. The major retailer is one of the Company's major shareholders, but it's holding is less than 10%. In addition, one of the Company's subsidiaries has a leasing contract with the major retailer, but the level of mutual dependence is judged to be low as the value of the contract is negligible. There are no other affiliations that raise questions about Mr. Ito's independence from the Company's senior management team. Mr. Ito is judged to have no conflicts of interest with ordinary shareholders and has been designated as an independent officer.
Reasons for selection of outside corporate auditors
||Mr. 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.
||Mr. 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 2019 is as follows:
||Total remuneration (¥ million)
||Number of eligible individuals
|Directors (excluding outside directors)
|Corporate auditors (excluding outside corporate auditors)
|Outside directors and outside corporate auditors
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 2019 are as follows:
||Compensation paid for audit certification activities
|Compensation paid for non-audit activities