Corporate Governance Structure

The Shionogi Group has developed a corporate governance system to act out its Company Policy (the Group’s corporate management philosophy) on a global scale. The Group defines corporate governance as a structure for transparent, fair, timely, and resolute decision making that takes into full consideration the needs, conditions and perspectives of shareholders, customers, employees, local communities, and other stakeholders. Based on this definition, in October 2015, the Boar d of Directors formulated the Group’s Basic Views and Guidelines on Corporate Governance so as to realize the best possible corporate governance.

 

With regard to sustainability governance, the Shionogi Group pursues its activities, striving as a pharmaceutical company to tackle social challenges through innovative drug discovery, thereby fulfilling its corporate responsibilities in the economic, social, environmental and other domains. Such activities of the Shionogi Group, essential for sustainable development on a planetary scale, perf ectly resonate with major global frameworks of actions and values as represented by the Sustainable Development Goals (SDGs) of the United Nations. The Board of Directors regularly receives activity reports and advises on further promotion.

 

Shionogi’s basic views on corporate governance are viewable on the website:

https://www.shionogi.com/global/en/company/business.html

Environmental Management System

The Shionogi Group pursues integrated management of the environment (“E”), health (“H”) and safety (“S”), with a Corporate Officer, who supervises overall EHS management. The Corporate Officer in Charge of EHS heads the Shionogi Group Companywide EHS Committee, comprising representatives of Shionogi’s respective divisions and the Group company presidents, who are responsible for EHS at the respective companies. The Companywide EHS Committee sets targets, identifies future environmental challenges of importance, and conducts management reviews, thereby promoting EHS activities. A system is in place that allows the Corporate Executive Management Meeting to deliberate on Shionogi Group-wide EHS initiatives before the Board of Directors makes final decisions about them.

 

With regard to measures for energy conservation and global warming control, 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.

Management system Structure

Management Systems

The Shionogi Group uses management systems established in-house in conformity with ISO 14001.

 

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 their efficacy and suitability. Important matters are deliberated on 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.
Management Systems

○:Acquired

*1:Switch to ISO 45001 expected within FY 2020

Shionogi’s acquisition of ISO 14001 certification commenced in 2002. On the occasion of the establishment of a manufacturing subsidiary in October 2018, the scope of certification was reviewed, and we expect new certifications for Shionogi Pharma Co., Ltd., the Settsu Plant and the Kanegasaki Plant in the near future. The Tokushima Plant will also be eventually ISO 45001 certified.

Audits

Shionogi conducts the following audits.
Audit Description
External audits Conducted by external accreditation organizations to verify that Shionogi’s ISO 14001- and OHSAS 18001-certified management systems are operated in conformity with the standards
Internal audits In-house self-inspection required under ISO 14001 and OHSAS 18001 conducted to confirm system suitability and status of conformity
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 at Shionogi’s operating sites and Group companies are appropriately implemented and maintained in compliance with the management systems while pursing continuous improvement
EHS audits of suppliers Audits of Shionogi’s suppliers of raw materials, intermediates, products, etc. conducted in compliance with the PSCI Principles

Emergency Preparedness

Shionogi’s response to emergencies, including earthquakes, pandemics and corporate scandals, is based on its risk management policy, which places utmost importance on respect for human lives, consideration for and contribution to local communities, and business continuity. Shionogi has emergency response guidelines and manuals also based on the risk management policy.

 

In anticipation of earthquakes, floods, fires, the leakage of toxic substances, and other eventualities, we have established communication and reporting systems and regularly carry out emergency responsiveness training and review response procedures. In FY 2019, a disaster mitigation drill was conducted at the respective operating sites, following a simulated scenario of an earthquake-triggered fire or tsunami.

 

The Settsu Plant has renewed its registration as a community life-saving support station and a site marked on Osaka Prefecture’s AED (automated external defibrillator) location map. Five Settsu Plant employees participated in a fire responsiveness drill organized by Settsu City. The Aburahi Research Center has been working with local residents to draw up a hazard map related to reservoirs.

Fire preparedness drill in Settsu City

Education

Shionogi believes it essential that each and every employee be fully aware of the challenges of EHS initiatives in connection with his or her respective work and actively participate in them. Accordingly, Shionogi provides employees with training programs on environment-related subjects, as well as preliminary education for those involved in operations with high environmental impacts, such as the management of waste materials and the handling of chemical substances. At each operating site, personnel are clearly informed of the target and actual figures of CO2 emissions and the quantities of waste materials generated so as to effectively motivate employee involvement.

 

In FY 2019, e-learning programs were organized twice for the entire body of employees, numbering some 5,000. The program themes and attendance rates are indicated in the table below.

Education