Our Vision
CellSource Co., Ltd., positions corporate governance as the core of the business essential for the company to continue making profits and improving sustainability and develops an organizational structure and corporate ethics for providing true profits to stakeholders while simultaneously achieving social and corporate sustainability.
As a solution-oriented company, we recognize that the fulfillment of corporate governance is one of the most important management issues in our corporate mission, which is to provide solutions for the aging society, declining birthrate, and financial issues (reduction of social insurance medical expenses). Simultaneously, for corporate governance to function effectively, we consider it important to speedily disclose active and accurate information to the stakeholders.
Governance System
Board of Directors
The Board of Directors is composed of seven Directors (including four External Directors): four Directors (excluding Directors who are Audit and Supervisory Committee Members), and three Directors who are Audit and Supervisory Committee Members. Among the seven Directors, the President is the only Executive Director, and the other six Directors are Non-Executive Directors. As a decision-making organization of our management, the Board of Directors determines matters stipulated by laws and regulations and the Articles of Incorporation, basic management policies, and other important matters and also supervises business execution. The Board of Directors holds regular meetings once a month in principle and extraordinary meetings as necessary to ensure a prompt and efficient decision-making system.
Audit and Supervisory Committee
The Audit and Supervisory Committee is composed of one Internal Director and two External Directors. The Internal Director is a full-time Audit and Supervisory Committee Member who is well-acquainted with internal affairs and attends important meetings other than the meetings of the Board of Directors and collaborates closely with the Internal Audit Department to enhance the effectiveness of audit and supervision by the Audit and Supervisory Committee. For execution of audit and supervision, the Audit and Supervisory Committee may directly give instructions or orders to the Internal Audit Department. The Audit and Supervisory Committee holds regular meetings once a month in principle and extraordinary meetings as necessary to share information between the Audit and Supervisory Committee Members and ensure effective and efficient audit and supervision.
Nominating and Compensation Advisory Committee
The Nominating and Compensation Advisory Committee is composed of the President and two External Directors and holds meetings as necessary. The Nomination and Remuneration Committee deliberates on the appointment, dismissal, remuneration, and successor plans of the Directors and Executive Officers and makes advice and proposals to the Board of Directors.
Executive Committee
The Executive Committee is chaired by the President and 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, agendas to be presented to the Board of Directors, and other matters stipulated by the company regulations as important matters for management. The Executive Committee holds at least one meeting a month in principle whenever an agenda arises. Besides its members, the meetings are attended by the full-time Audit and Supervisory Committee Member as the observer and employees related to each agenda as necessary.
Compliance and Risk Council
The Compliance and Risk Council is composed of the President, Executive Officers, and other officers and employees designated by the President and holds meetings every other month in principle. Besides its members, the meetings of the Compliance and Risk Council are attended by the full-time Audit and Supervisory Committee Member and the legal counsel as observers. As a cross-departmental organization, the Compliance and Risk Council discusses various matters and action plans related to compliance and corporate risk management upon consultation of the President and makes necessary recommendations, reports, and planning to the President.
HSF Management Promotion Council
The HSF Management Promotion Council is composed of the President and Executive Officers and holds meetings as necessary. Besides its members, the meetings of the HSF Management Promotion Council are attended by the full-time Audit and Supervisory Committee Member as an observer. The HSF Management Promotion Council discusses matters related to sustainability issues such as attention to climate change and other environmental issues, respect of human rights, consideration for health and working environment as well as fair and appropriate treatment of employees, human resource development policies for ensuring diversity, fair and appropriate transactions with business partners, crisis management against natural disasters, allocation of management resources including investment in human capital and intellectual assets, and implementation of business portfolio strategies and makes necessary recommendations, reports, and planning to the President or the Board of Directors.
Reason We Select the Present Corporate Governance System
We shifted to a company with the Audit and Supervisory Board Committee in January 2023 to further enhance the management and supervision function of the Board of Directors, which makes important management decisions and supervises business execution, and improve flexibility and efficiency of business execution. The Audit and Supervisory Committee, which is majorly formed of External Directors, collaborates closely with the Internal Audit Department, etc. and supervises appropriate and efficient decision making by the Board of Directors from a neutral and independent standpoint.
Moreover, to clarify sharing of management supervision and execution roles, we introduced the Executive Officer system and transferred a part of business execution authorities to the Executive Committee composed of the Executive Director and Executive Officers, whereas the Board of Directors supervises business execution.
Furthermore, we established the Nominating and Compensation Advisory Committee to enhance our corporate governance system by deliberating the fairness and appropriateness of the appointment, dismissal, and remuneration of Directors and Executive Officers, including successor plans, ensuring transparency of the management, and improving accountability.
Additionally, we established the Compliance and Risk Council as an organization to deliberate important management risk and compliance matters. We also established the HSF Management Promotion Council as an organization to promote management and business transformation with a focus on humans, society, and the future.
