Directors and the Board of Directors
- Independence of Directors
The Company has eight Directors, and four of them have been appointed as independent officers. The Company’s criteria for the independence of Outside Directors comply with the standard defined by the Tokyo Stock Exchange. In consideration of their careers and relationship with the Company, individuals are selected with the understanding that they can guarantee a sufficient level of independence for performing their duties as Outside Directors who are separate from the management at the Company.
- Evaluation regarding the effectiveness of the Board of Directors
With the aim to boost the functions of the Board of Directors and enhance our corporate value, the Company carried out an analysis and evaluation on the effectiveness of the Board of Directors in FY2022. Specifically, the Company surveyed Directors, including those who are members of the Audit & Supervisory Committee, regarding general matters relating to the Board of Directors, including the composition of the Board, the way it operates, the status of deliberations, and the status of collaboration with Outside Officers. The Company evaluates the Board based on an analysis of the results from these surveys. To gain frank opinions from survey respondents, the Company carries out anonymous questionnaires, and entrusts an external organization with the tasks of collecting, aggregating, and analyzing the results.
Based on the analysis of the questionnaires, it was confirmed that the Company’s Board of Directors has suitable effectiveness in general. On the other hand, several opinions were on future challenges, such as diversity of board members and increasing the ratio of female directors. The Company also shared information on challenges for further boosting the function of the Board and achieving more lively deliberations.
- Director skill matrix
A skill matrix of the Company’s Board of Directors is given below.
|Name||Business administration||Industry experience and knowledge||M&A and business development||IT and technology||Legal and compliance||Dialog with capital markets and financial accounting||Global business||ESG and the SDGs|
- Proportion of female Directors
Out of the eight Directors at the Company, one is female. The Company selects Board members with a view to create a balance of experience, insight, ability, and other matters, while also considering diversity. Going forward, the Company will work toward a goal of having over 30% of women among its Directors by FY2030.
Director Compensation System
- Policy on determining compensation for directors
The Company has established the Nomination & Compensation Advisory Committee as a voluntary advisory body to the Board of Directors. It has been determined that a majority of the members in the Nomination & Compensation Advisory Committee are Audit & Supervisory Committee members or Independent Outside Directors. The role of Committee chairperson is carried out by an Independent Outside Director.
The Nomination & Compensation Advisory Committee deliberates on matters such as the nomination and dismissal of Directors (including Directors who are Audit & Supervisory Committee members) and Executive Officers, as well as standards for compensation, after which it submits its opinions to the Board of Directors. Apart from this system, the Committee determines individual compensation amounts and other matters for Directors based on a delegation of authority from the Board of Directors.
In addition, at the meeting of the Board of Directors held on June 13, 2022, the Company made a resolution on the policy for determining the individual compensation amounts and other matters for Directors (excluding Directors who are Audit & Supervisory Committee members. Hereinafter “Directors”). An overview of this resolution is given below.
- The Company’s compensation for Directors shall be based on a compensation system that fully functions as an incentive to continuously increase corporate value and shall consist solely of base compensation, which is a monthly fixed compensation. Directors shall be granted paid share subscription rights separately from their compensation.
- The base compensation for individual Directors shall be determined in accordance with the roles and responsibilities expected of each Director and in comprehensive consideration of factors such as the economic environment, market trends, and the compensation levels of other companies.
- The Company’s compensation for individual Directors shall be determined at the discretion of the Nomination & Compensation Advisory Committee based on the above policy.
When making the resolution on this policy for determining compensation amounts, the Company submitted the matters to be resolved to the Nomination & Compensation Advisory Committee in advance and received a response. The reason for delegating the determination of individual compensation amounts for Directors to the Nomination & Compensation Advisory Committee is to ensure fairness, transparency, and objectivity when determining compensation amounts and other matters.
- Initiatives for adherence to business ethics and compliance
The Company’s group positions adherence to business ethics and compliance as part of its materiality. The Company’s group has determined and publicizes its basic principles for governance in the JMDC Group Code of Conduct.
In addition, the Company’s group has established a Risk Management Committee as a voluntary organization to carry out risk management in the group. The Committee holds compliance training on information management, respecting human rights and other matters, and it publicizes information on its internal reporting system. Furthermore, the Risk Management Committee is led by the Representative Director as Committee Chair and is composed of persons nominated thereby. The Committee is joined by one Director who is a full-time Audit & Supervisory Committee member as an observer.
- Policy regarding the prevention of bribery and corruption
In the JMDC Group Code of Conduct, the Company has determined that it will comply with laws and regulations and carry out sincere business activities, that it will engage in fair, free, and transparent competition and transactions, and that it will not engage in providing entertainment and gifts to customers, etc. that deviate from social norms.
- Internal reporter protection system
The Company has established internal reporting rules with the objective of preventing or identifying and correcting acts that violate laws, regulations, internal rules, or other aspects of business ethics, and achieving continued and stable development in the Company’s group. The Company has established the Compliance Hotline (an internal and an external contact point) as a point of contact for the internal reporting system based on the Whistleblower Protection Act.
The Compliance Hotline aims to respond in an appropriate, swift, and impartial manner regarding consultations and reports from Officers and employees regarding actions in violation of laws and regulations or other matters. As such, the Compliance Hotline has the objective of contributing to compliance management.
Details on the external contact point are given below.
Eisen Law and Patent Office
Keijiro Miwa, Attorney and Patent Attorney
Floor 7, Doi Building, 5-2-7 Toranomon,
Minato Ward, Tokyo 105-0001 Japan
- Employee education regarding business ethics and compliance
The Company’s group holds compliance training for all employees (including permanently stationed dispatched and contract employees) and checks their level of understanding in this regard.
- Data protection policy and scope
In order to handle personal data on individuals in a fair and appropriate manner, to acquire the data for specific explicit and legal purposes, to process the data with a scope in which such processing is relevant to such purposes, and to thereby protect individuals from improper or wrongful automated decisions using the data, the Company group has established the Personal Information Protection Policy (https://www.jmdc.co.jp/en/privacy-policy/) based on the Act on the Protection of Personal Information and other applicable laws and regulations, as well as the latest international debates on data privacy. The Company’s group applies this Policy to the handling of all the Company’s personal information.
- Personal data management
- Information security policy
In light of the sensitivity of the medical information, including personal data, handled by the Company, and with the objective of ensuring both security for and utilization of this data, the Company group has appointed a Chief Information Security Officer (CISO) and promotes information security with a dedicated security structure.
The company has also established the Basic Information Security Policy. For details, please see the Basic Information Security Policy (https://www.jmdc.co.jp/en/security-policy/).
- External audit on information security and the acquisition of external certification
With respect to personal information protection and information security management, the Company undergoes an external audit at least once a year from its customers, including health insurance associations and medical institutions. As of the time of submitting this document, the Company has not received any notices regarding inadequacies in this regard.
In addition, the Company has acquired the following certifications covering all its services and all its business divisions:
- Privacy Mark
Scope of certification: companywideDate of acquisition: August 24, 2009Certification number: 17000311
- ISMS (ISO 27001)
Scope of certification: companywideDate of acquisition: November 22, 2008Certification number: JQA-IM1377
- Employee training regarding information security
The Company’s group holds information security training for all employees (including permanently stationed dispatched and contract employees), checks their level of understanding in this regard, and aims to promote the understanding of information security.
Human Resource Development
- Policy for hiring human resources
The Company’s policy is to hire people who sympathize with the Company’s mission and can contribute to the enhancement of corporate value, regardless of gender, nationality, etc. The Company is working to create an environment, etc., in which these people can work with greater productivity and enthusiasm.
- Status of women in managerial roles
The percentage of women in managerial roles within the Company’s group is approximately 23% of the total number of managerial positions. In addition, the Company creates opportunities for all employees regarding fair and equal evaluations and appointments.
- Education and training systems
The Company carries out training upon recruitment of all new employees, regardless of whether they are new graduates or mid-career hires, and also checks the status of this training afterwards. In addition, following recruitment, the Company actively supports participation in training carried out by external companies in addition to its own training programs, and it responds to the diverse growth needs of diverse people to help realize medium to long-term mutual growth for both individuals and the company.
- Status of employee satisfaction survey
The Company enables all employees to present their opinions and requests regarding work styles and various systems. In addition, the Company continually makes concerted efforts with regard to activities to improve the environment based on these opinions and requests. Furthermore, the Company incorporates consultations regarding medium to long-term career development and reassignment to other divisions, whereby it assigns the appropriate person to the appropriate location. Through these efforts, the Company realizes medium to long-term mutual growth between individuals and the company.
- Employee stock ownership association system
The company has established the Employee Stock Ownership Association with the objectives of reducing the risk of the Company’s employees engaging in insider trading by having them acquire and retain the Company’s stock to further share the value thereof with shareholders and further boost corporate value, as well as helping to ensure stable purchasing demand contributing to an increase in turnover and helping to boost the liquidity of the Company’s stock.
- Benefits and work–life balance
The Company allows employees to work with peace of mind through various benefits, including systems that support life events such as childcare and elderly care, systems that promote work–life balance such as Golden Week leave and one-week leave systems, and systems for company-provided housing utilizing asset formation. In addition, the Company makes concerted efforts to realize its corporate philosophy by utilizing healthy life years incentives, Pep Up walking rallies, and other services from the Company for health promotion.
- Human resources systems and feedback process
The Company operates human resources systems that accommodate diversity to realize the development of diverse businesses through diverse human resources. A company-wide feedback process is held twice a year across the Company, in which the views of individuals are reconciled with their superiors, division managers, and the entire Company with regard to individual objectives, growth, and medium to long-term career development.
- Manager and leader development training program
The Company believes that the development of managers and leaders is vital for the development and growth of diverse businesses. As such, the Company provides ample business opportunities and feedback from management among other efforts in OJT-based education, while also holding training programs that place management in a central role.
Pediatric Care x Big Data
- BIG DATA FOR CHILDREN
The Company promotes a project called BIG DATA FOR CHILDREN.
In Japan, there is very little development of pharmaceuticals for children. In clinical settings, off-label pharmaceutical use is performed, or individual physicians and pharmacists carry out creative measures involving formulations meant for adults. From the perspective of disease burden, surveys and analysis have not sufficiently been carried out regarding the various types of burdens, such as the lifestyle burden and economic burden related to children who suffer from diseases. In addition, fundamental descriptive epidemiology has not sufficiently been carried out regarding matters such as the number of children who have diseases, the types of diseases they have, and quantitative information on outpatient and inpatient care.
BIG DATA FOR CHILDREN is a project that utilizes one of Japan’s largest Healthcare-Big Data sets, which is held by the Company, to promote unique initiatives for solving the issues that make it difficult to research the actual state of diseases and treatment among children.
By relating details to society about the actual state of children suffering from illnesses, the project creates opportunities to save the children who will build Japan’s future.
For details, see the link below.
BIG DATA FOR CHILDREN
The Company’s group has three reporting segments: Healthcare-Big Data, Tele-medicine, and Dispensing Pharmacy Support. At present, the issue of climate change is not expected to have a large impact on the businesses of the Company’s group, and thus the Company does not carry out disclosure based on the TCFD or other initiatives.
On the other hand, the Company understands that responding climate change issues is a crucial initiative for sustainable lifestyles for citizens and sustainable economic activity. As such, the Company engages in initiatives such as digitalizing documents and other materials, and enforcing energy-saving measures.
Last revised on July 27, 2023
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