Corporate Governance

Our Vision

CellSource Co., Ltd. defines “Corporate Governance” as the establishment of the organizational structure and the system to foster the corporate ethics in order to achieve our aims: “to value the sum of the benefits of all the stakeholders including our shareholders, employees, business partners, patients of partner medical institutions, consumers and communities to the maximum, and to disclose information fairly and promptly” as well as “to achieve innovative and sustainable growth and increase of stable and lasting corporate values.”
As a solution-oriented company, we recognize that the fulfillment of “Corporate Governance” is one of the most important management issues in aiming at our Corporate Missions (social contributions we should aim at), which are “solution of aging issues,” “solution of issues of the declining number of children” and “solution of budget deficits (reduction of social insurance medical expenses).”

Governance System

Board of Directors

The Board of Directors is composed of six directors (including three External Directors). As a decision-making organization of our management, the Board of Directors determines the matters stipulated by laws and regulations and the Articles of Incorporation, basic management policies, and other important matters, and also supervises the business execution by the Directors. The regular meetings of the Board of Directors are held once every month in principle and extraordinary meetings are held as necessary to ensure a prompt and efficient decision-making system.

Audit & Supervisory Board

The Audit & Supervisory Board is composed of three External Audit & Supervisory Board Members (one of them is a Full-Time Audit & Supervisory Board Member). As an organization that conducts business audits and accounting audits, the Audit & Supervisory Board makes decisions concerning the execution of the members’ duties, including the development of audit policies, audit plans, and audit procedures. The Audit & Supervisory Board Members receive a report on important matters of audit and make discussions, or make resolutions to supervise and audit the management. The regular meetings of the Audit & Supervisory Board are held once every month in principle and extraordinary meetings are held as necessary to ensure an effective and efficient audit system by sharing the information among the members, including the examination of the progress and results of audits.

Executive Committee

The Executive Committee is chaired by the President and is composed of a total of five members: the President and four Executive Officers. The Executive Committee makes resolutions on the matters mandated through the resolutions of the Board of Directors, the agenda to be presented to the Board of Directors, and other matters stipulated by the company regulations as important matters for management. The regular meetings of the Executive Committee are held at least once every month and extraordinary meetings are held from time to time to discuss issues as they arise. In addition to its members, the Non-Executive Directors and the Full-Time Audit & Supervisory Board Member attend the meetings as observers, and the employees related to individual issues also attend the meetings as necessary.

Compliance and Risk Council

The Compliance and Risk Council is composed of the President, Executive Officers, and other officers and employees nominated by the President, and has meetings every two months. In addition to its members, the Non-Executive Directors, the Full-Time Audit & Supervisory Board Member, and the Company Attorney attend the meetings as observers. As a cross-sectional organization, the Council receives consultation from the President, discusses various matters to be considered in relation to the compliance and management risks and action plans, and makes necessary recommendations, reports, and plans for the President.

Reason We Select the Present Corporate Governance System

We adopt the system of “company with the Audit & Supervisory Board” as we evaluate the system under which the Board of Directors mainly composed of the Directors who are familiar with the company’s business determines by itself the basic policies and execution of important business management matters, and also the Audit & Supervisory Board Members who have a strong legal power audit the business execution of the Directors from an independent position is effective to secure the efficiency and soundness of management.