Our Basic Approach to Corporate Governance
MedPeer’s services are centered around our website. It is essential that physicians find these services trustworthy from the standpoints of neutrality and soundness. We believe that improving the credibility of our managing body is a vital method for increasing this trust. Our mission is to manage our business by focusing on stakeholders’ interests, such as our shareholders, employees, business partners, creditors, and the medical industry. To achieve this mission, we must continue developing and expanding our business. Enhancing corporate governance is vital for improving management soundness and transparency and is, therefore, a managerial issue that we are actively working on.
The Status of Our Corporate Governance Frameworks
1. Matters relating to our institutional structure, organizational management, etc.
Our organizational structure is that of a company with a board of auditors.
|Number of directors under the Articles of Incorporation||Seven individuals|
|Term of directors under the Articles of Incorporation||One year|
|Chairperson of the Board of Directors||President & CEO|
|Number of directors||Five individuals|
|Status of appointment of outside directors||Appointed|
|Number of outside directors||Two individuals|
|Number of outside directors designated as independent directors||Two individuals|
|Establishment of a Board of Auditors||Yes|
|Number of auditors under the Articles of Incorporation||Four individuals|
|Number of auditors||Three individuals|
|Status of appointment of outside auditors||Appointed|
|Number of outside auditors||Three individuals|
|Number of outside auditors designated as independent directors||Three individuals|
|Number of independent directors||Five individuals|
2. Matters related to functions such as business execution, auditing and supervision, nomination, and compensation decisions
- Board of Directors
- MedPeer’s Board of Directors consists of five individuals, two of whom are outside directors. These two outside directors are appointed to ensure the Board’s transparency and fairness as a decision-making body and to clarify the supervisory and auditing functions of MedPeer’s business execution. In addition, three outside auditors also attend the Board’s meetings, further enhancing our governance framework that enables managerial decision-making based on broad perspectives and incorporation of external monitoring.
The Board is responsible for resolutions regarding legal matters, deciding important management matters, and supervising business execution. In general, the Board meets once a month, with extraordinary meetings held as required to ensure swift and accurate decision-making. There was 100% attendance from directors and corporate auditors at the Board’s meetings during the previous fiscal year.
- Management Meetings
- MedPeer’s management meetings are attended by full-time directors and others appointed by the President and CEO. In principle, these meetings are held once a week. These meetings are held to discuss business execution policies, budgets, etc., as well as important issues impacting the entire company or individual departments, along with proposals before their submission to the Board of Directors. In addition, the meetings aim to share managerial information, judgments, decisions, and actions and ensure that management is being performed swiftly.
- Nomination and Compensation Committee
- MedPeer’s Nominating and Compensation Committee is a voluntary body consisting of two independent outside directors. The Committee meets as necessary to provide consultation, discuss, and report matters related to the selection and compensation of directors before deliberation by the Board of Directors.
- Auditors and Board of Auditors
- MedPeer has a Board of Auditors consisting of three outside auditors, one of whom is a full-time auditor. Each auditor conducts audits per the division of duties determined in each fiscal year’s audit plan. The Board of Auditors holds a regular monthly meeting to share information and exchange opinions on the legality of decision-making by the Board of Directors, thereby working to enhance the effectiveness of MedPeer’s corporate governance. Full-time auditors also attend management meetings to verify the appropriateness of decision-making processes.
As a former audit manager, our full-time auditor Shunichi Sueyoshi has a broad knowledge of business auditing and is committed to strengthening MedPeer’s auditing system by utilizing his expertise as a certified U.S. public accountant. In addition, outside auditor Takashi Hayama is a certified public accountant with extensive experience and a broad knowledge of finance and accounting. Finally, Hiroyasu Sato, also an outside corporate auditor, has highly developed personal qualities and specialized legal knowledge that he has cultivated as a lawyer.
- Internal Audits
- MedPeer is a small organization, and we have not yet established a specialized internal auditing department. However, we conduct systematic accounting and operational audits for all departments under the direction of internal audit managers, who are appointed by the CEO. The CEO appoints another department to conduct internal audits of individual internal audit managers’ departments to enable mutual audits. All audit results are reported to the CEO. MedPeer’s internal audit managers and auditors regularly exchange information on the status of internal audits and share information by attending essential company meetings. Our accounting auditors aim to improve the effectiveness and efficiency of MedPeer’s audits by exchanging information and opinions. Specifically, meetings are held twice a year between auditors, internal audit managers, and accounting auditors to exchange opinions on issues relating to audits and future challenges.
- Accounting Auditors
- MedPeer has established an auditing contract with Deloitte Touche Tohmatsu LLC to receive independent accounting audits. Hiroyuki Ito and Masahiro Yorozu, both from Deloitte Touche Tohmatsu LLC, are certified public accountants who perform MedPeer’s accounting audits. Both have performed at least seven years of continuous audits. MedPeer’s assistants for accounting audits include six certified public accountants, two individuals who have passed accounting examinations, and eight other individuals.
3. Why We Chose Our Current Corporate Governance Framework
- MedPeer recognizes that strengthening corporate governance is a vital management issue for maintaining and improving our management’s mobility, transparency, objectivity, and soundness. Our current framework focuses on supervising and auditing business execution by appointing outside directors and establishing a Board of Auditors. These actions help ensure that we develop a structure enabling the proper execution of business and audits. Aiming to transition to a monitoring board style of corporate governance, we have also implemented measures to strengthen supervisory functions for the Board of Directors. Specific actions include ensuring at least one-third of the Board members are outside directors and establishing a Nomination and Compensation Committee, which has a majority of outside directors as members.