Kowa Kowabo Company, Ltd.

Governance

Kowa Group shall comply with relevant laws and regulations in each country or region, global rules and their spirits, and aims to fulfill social responsibilities with high ethical standards.
Furthermore, we identify risks in response to changes in management environment to incorporate the preventive measures for the risks in our daily business activities as well as develop and strengthen the system to cope with crisis situations.

Kowa Group Charter of
Corporate Behavior
Kowa Group Code of Conduct

●Basic Concept

Kowa Group is promoting its business under the theme of “Health and Environment” and striving to achieve fiscal soundness while increasing operational efficiency. In addition, to improve management transparency and ensure compliance in management processes, we prioritize development of organization that can rapidly respond to operational environment changes while enhancing corporate governance as the important measure.
The important matters regarding sustainability are reviewed and deliberated at significant meetings, including the board of directors, and incorporated in Kowa Group’s management strategies. In addition, in the Kowa Group Internal Control Committee, which is held with the aim of maintaining and improving internal control, risks relating sustainability are identified, managed properly and reviewed periodically.

●Directors･Board of Directors

The board of directors of Kowa Company consists of 13 directors and important decisions are discussed and made in the board of directors. In May 2007, the executive officer system was adopted to conduct efficient business operations.
Kowa’s board of directors is held once a month to discuss and decide important matters relating to company and group management that are stipulated to be decided by the board of directors in the laws, regulations and our company rules, such as financing, determination of the credit limits, significant capital investment and research & development investment. Also, the board periodically receives reports of business execution status by directors so as to supervise execution of their duties.

●Auditor

The auditors discuss and determine the audit rules, audit plan and division of audit tasks based on the audit standards of auditors. The auditors also attend meetings, including the board of directors, hear reports from directors, executive officers, major department managers and directors of subsidiaries, inspect significant approval documents and conduct on-site audits at offices and subsidiaries, through which they strictly inspect execution of duties by the directors, including improvement and operation statuses of the internal control system.
As well as closely cooperating and communicating with the internal audit sector, the auditors hold meetings as required with the accounting auditor and cooperate with each other to efficiently and effectively conduct the audit duties.

●The Status of Internal Control System Development

The board of directors has determined the following policies to build an internal control system:

  • 1.System to ensure that execution of duties by the directors and employees complies with the laws and regulations and the Articles of Incorporation
  • 2.System for storage and management of information relating to execution of duties by the directors
  • 3.Rules and other systems for managing the risk of loss
  • 4.System to ensure the efficient execution of duties by the directors
  • 5.System to ensure appropriateness of operations of the corporate group consisting of our company and subsidiaries
  • 6.Matters concerning employees to assist the auditors in the performance of their duties and matters related to the independence of such employees, matters regarding securing of effectiveness of support from the auditors to such employees, and matters concerning expenses arising from execution of duties by the auditors
  • 7.System for the directors and employees of our company and subsidiaries to report to the auditors, other systems for reporting to the auditors, and system to ensure that the audits by the other auditors are effectively carried out

●Basic Concept

The business environment surrounding Kowa Group has been more and more severe, and risks to be addressed have been more diverse and complexed. To maintain the soundness of management and secure a profits while appropriately responding to such an environment, we have built an appropriate risk management system.

●Risk Management System

  • 1.We appoint an internal control manager and establish a department responsible for internal control in accordance with the Internal Control Regulations, which set rules on the internal control system, to organizationally conduct risk management.
  • 2.We conduct risk management by following the procedure stipulated in the Risk Management Regulations, and even when any crisis has occurred, we take appropriate actions to minimize damage.
  • 3.Kowa Group conducts group-wide risk management in accordance with the risk treatment policies determined by the Kowa Group Internal Control Committee, which was established to maintain and improve the internal control of the Group, and the internal control manager, who is a representative director, periodically makes a report to the board of directors.

●BCP

In order to ensure business continuity under unexpected circumstances of natural disasters such as major earthquakes, pandemics, terrorist attacks, serious accident, and supply chain disruption, the Kowa Group establishes a Business Continuity Plan (BCP).The BCP aims to enable early recovery of core businesses while minimizing damage.

●Kowa Group Information Security Policy

The Kowa Group recognizes that the appropriate management of information is an important issue for its management and has established this Information Security Policy to ensure information security.

  • １．Compliance with Laws and Regulations
    We will comply with all laws, regulations, and social norms related to information security.
  • ２．Information Security Management System
    We will assign a Chief Information Security Officer (CISO) and a Computer Security Incident Response Team (CSIRT) to make clear our responsibility for information security. Furthermore, the Kowa Group as a whole will maintain a system for monitoring the status of information security management and implementing prompt security measures.
  • ３．Information Asset Protection
    We will appropriately manage all information assets held by the Kowa Group, and strive to protect information assets such as by preventing their leakage, loss, damage, or misuse.
  • ４．Response to Information Security Incidents and Accidents
    We are committed to preventing incidents and accidents related to information security, and if they should occur, we will respond promptly to minimize damage and take measures to prevent recurrence.
  • ５．Information Security Education
    We will educate and raise awareness among all relevant personnel regarding the importance of information security and its compliance requirements, and provide education and training for the appropriate management of information assets.
  • ６．Strengthening Information Security in the Supply Chain
    We are committed to maintaining and improving the level of information security together with our partners who handle information assets, and to protecting information assets throughout the entire supply chain.

Established on July 1, 2024

●Basic Concept

Kowa Group recognizes that compliance should be more prioritized than any other values in business activities, and conducts fair business activities with high ethical standards as well as complies with relevant laws, regulations and rules in each country or region.

In the context of increasing social responsibility of corporates, we established the “Kowa Group Charter of Corporate Behavior” that declares the ideal Kowa Group and the “Kowa Group Code of Conduct” showing concrete actions that each member should do to realize the Charter in 2004. As Kowa Group has been expanding its business in the world and there are increasing expectations by the global society for Kowa Group to take actions to resolve global-scale issues, its “Charter of Corporate Behavior” and “Code of Conduct” were revised in 2019 so that all the workers of Kowa Group in the world can actively fulfill their social responsibilities.

●Compliance Promotion Structure

The Representative Director, President & CEO serves as the chief executive of compliance management, and the internal control manager, internal control chief, internal control members and department in charge of internal control improve and operate the compliance promotion system in cooperation with each other to promote compliance management.

●Whistleblowing and Consultation Desk

To appropriately respond to reports and consultations about compliance violations in our company, such as organizational or personal violation of laws and regulations, the “Kowa Group Hotline Counter” and “Kowa Group Hotline” are provided as internal and external systems, respectively.

●Education・Training

Compliance training is offered to each employee once a month in principle. As required, stratified group training is provided.

Kowa Group Charter of Corporate Behavior

The Kowa Group aims to fulfill its social responsibilities by meeting high ethical standards while observing, in letter and in spirit, all relevant laws of each country and region in which it does business, as well as all applicable international rules. This “Kowa Group Charter of Corporate Behavior” establishes the basic principles of conduct that all employees of the Kowa Group, anywhere in the world, must follow. The top management of each company in the Kowa Group recognizes that it is their role to realize the spirit of this Charter, and shall establish effective governance and encourage supply chains to act in accordance with the spirit of this Charter.

  • 1.　We will, through innovation, develop and provide safe, useful products and services to society, and strive to achieve sustainable economic growth and resolve social issues.
  • 2.　We will comply, in letter and in spirit, with the laws and regulations of each country and region, and engage in free and fair competition, proper transactions, and responsible procurement.
  • 3.　We will actively, effectively, and fairly disclose corporate information, engage in constructive dialogue with stakeholders, and strive to increase corporate value.
  • 4.　We will conduct business activities in ways that respect the human rights of all people.
  • 5.　We will provide customers with appropriate information on products and services, and communicate with sincerity.
  • 6.　We will create working environments in which all employees can reach their potential, and realize ways of working that respect diversity, personality, and individuality. We will also establish workplaces that are easy to work in and considerate of health and safety.
  • 7.　We will take initiative to address environmental issues.
  • 8.　We will participate actively in society and contribute to its development as a “good corporate citizen.”
  • 9.　We will implement thorough and organized crisis management systems in preparation for the acts of antisocial forces, terrorism, cyber attacks and natural disasters, etc.