Governance

Governance Structure

To ensure business execution based on appropriate management judgment, Shionogi has chosen to establish a company with a Board of Corporate Auditors. This is because it will enhance the auditing function of the corporate auditors and the monitoring function of the Internal Control Department, which has an internal auditing function, and promote the smooth functioning of the management monitoring system through cooperation between them.

See the section “Corporate Governance” for details.

In the SHIONOGI Group, a system is in place that allows the Corporate Executive Management Meeting to deliberate on its initiatives for the environment, health, and safety (“EHS”) before the Board of Directors makes final decisions on them. We have appointed the Senior Executive Officer in charge of EHS as a Corporate Officer who supervises overall EHS management in an integrated manner.

The Corporate Officer in charge of EHS heads the SHIONOGI Group Companywide EHS Committee, which comprises representatives from the group’s respective operating sites, who are appointed as personnel in charge of EHS, and presidents from Group companies. The SHIONOGI Group Companywide EHS Committee sets targets for EHS, identifies Environmental Materiality, and conducts management reviews, thereby promoting EHS activities.

In addition, the Energy Conservation Committee, chaired by the Corporate Officer in charge of EHS and placed under the SHIONOGI Group Companywide EHS Committee, assumes duties such as setting medium- and long-term targets, managing progress, and assessing the status of legal and regulatory compliance regarding measures for energy conservation and global warming control. The operation of these two committees is under the jurisdiction of the Sustainability Management Department, which promotes the SHIONOGI Group’s ESG initiatives and strengthens its EHSmanagement system.

The results of deliberations by the above committees and matters related to EHS that have a large impact on management are reported to the Corporate Executive Management Meeting or the Board of Directors by the Senior Executive Officer in charge of EHS and the Head of the Sustainability Management Department, who is an EHS overall management representative.

Environmental / Occupational Safety and Health Management Systems

The SHIONOGI Group uses ISO 14001, ISO 45001, and group-wide in-house environmental management systems established in conformity with them. The SHIONOGI Group’s EHS activities, including risk management, are reviewed as a whole once a year by the SHIONOGI Group Companywide EHS Committee to verify the efficacy and suitability of the EHS initiatives. Matters that have a major impact on management are deliberated by the Corporate Executive Management Meeting before final decisions are made by the Board of Directors.

The acquisition status of certification of our management systems is summarized in the table below.

	Settsu Plant	Kanegasaki Plant	Tokushima Plant	Itami Plant
ISO 14001	〇	〇	〇	〇
ISO 45001	〇	〇	〇	ー

○：Acquired

Audits

The SHIONOGI Group conducts audits of each operating site of the group and its suppliers using multiple approaches to check their EHS promotion status, as shown in the table below.

External audits	Conducted by external accreditation organizations to verify that the group’s ISO 14001- and ISO 45001-certified management systems are operated in conformity with the standards
Internal audits	In-house self-inspection required under ISO 14001 and ISO 45001 conducted to confirm system suitability and the status of conformity (Based on the operation of group-wide in-house environmental management systems, internal audits are conducted at SHIONOGI Group's operating sites at least once a year.)
EHS audits	Conducted by the division that supervises the SHIONOGI Group’s EHS initiatives, as directed by the management team, separately from internal audits, to check whether EHS activities in the SHIONOGI Group are appropriately implemented and maintained in compliance with the management systems while pursing continuous improvement
EHS audits of suppliers	Audits of the SHIONOGI Group’s suppliers of raw materials, intermediates, APIs, products, etc. conducted in compliance with the PSCI Principles

In addition, as part of AMR Industry Alliance activities, we inspect our antimicrobial release control and management. See the section “AMR” for details.

To enable a fairer and more objective CSR assessment, we implement “EcoVadis,” a rating platform for assessing corporate social responsibility and sustainable procurement, and sequentially make assessment of our business partners in order of priority. See the section “Supply Chain Management” for details.

Emergency Preparedness

The SHIONOGI Group Risk Management Policy stipulates that in the event of a crisis, we should place top priority on protecting human life and ensuring safety, promptly take measures to minimize damage and prevent recurrence, and continue business operations as principles of action. To respond to emergencies, such as earthquakes, pandemics, and corporate scandals, we have established emergency response guidelines and manuals with a focus on respect for human life, consideration for and contribution to the local communities, and business continuity. In anticipation of emergencies, we have established communication and reporting systems. We regularly carry out emergency responsiveness training and review response procedures. In FY2022, disaster drills were conducted at each operating site, following a simulated scenario of an earthquake-triggered tsunami or fire.

Comprehensive disaster drill (Shionogi Pharma Kanegasaki Plant)

Education

In order to promote EHS activities, we believe it is essential that individual employees be fully aware of environmental, health, and safety issues in connection with their own work, and actively address them. We provide environmental education and preliminary education related to operations with high environmental impact, such as waste management and the handling of chemical substances, at plants and research facilities with a large environmental impact. We clearly inform employees of the targets and actual figures of CO₂ emissions and waste generation so as to effectively motivate their involvement in EHS activities.