Invester Relations
Board of Directors
With regard to the Board of Directors, efforts are made to ensure that it is of an appropriate size and composition to enable rapid and accurate decision-making, while strengthening management transparency and supervisory functions.
Candidates for the Board of Directors are selected with due consideration given to the balance and diversity of their knowledge, experience and abilities, so that the Board of Directors as a whole can make professional and comprehensive management decisions. The term of office of directors is set at two years in accordance with the Companies Act.
In principle, the Board of Directors meets once a month with the attendance of directors and auditors to make decisions on important management matters and to supervise the directors' performance of their duties. In order to properly fulfil their roles and responsibilities, directors and auditors are required, in principle, to attend at least 75% of board meetings. In consideration of the time that they can devote to their duties as directors of the Company, in principle, they are allowed to hold no more than four concurrent positions as external directors, etc. outside the Company (i.e. serving as directors of listed companies, etc.).
Skill Matrix of Directors
Skills Matrix of Directors and Auditors
Under the corporate philosophy of Medical Innovation, the Company is promoting the growth strategies ‘Maximising the therapeutic base’, ‘Strengthening the pipeline and accelerating global development’ and ‘Expanding business domains’, as well as strengthening the management foundation, including DX and human resources development. Through our business activities, we also aim to contribute to people's health and increase our corporate value, while continuing to take on the challenge of realising a sustainable society. The Company's Board of Directors as a whole has set out the skill items it considers necessary, with internal directors based on their operational and managerial experience, and external directors and auditors on the areas in which they are expected to supervise, audit and provide advice, respectively.
Cooporate Governance
HELENE Biomed Co., Ltd. defines “Corporate Governance” as the establishment of the organizational structure and the system to foster the corporate ethics in order to achieve our aims: “to value the sum of the benefits of all the stakeholders including our shareholders, employees, business partners, patients of partner medical institutions, consumers and communities to the maximum, and to disclose information fairly and promptly” as well as “to achieve innovative and sustainable growth and increase of stable and lasting corporate values.”
We believe in strengthening “corporate governance.” It is one of the important management issues to achieve the “target”.
Governance System
Board of Directors
The Board of Directors is composed of 4 directors (including three External Directors). As a decision-making organization of our management, the Board of Directors determines the matters stipulated by laws and regulations and the Articles of Incorporation, basic management policies, and other important matters, and also supervises the business execution by the Directors. The regular meetings of the Board of Directors are held once every month in principle and extraordinary meetings are held as necessary to ensure a prompt and efficient decision-making system.
Audit & Supervisory Board
The Audit & Supervisory Board is composed of three External Audit & Supervisory Board Members (one of them is a Full-Time Audit & Supervisory Board Member). As an organization that conducts business audits and accounting audits, the Audit & Supervisory Board makes decisions concerning the execution of the members’ duties, including the development of audit policies, audit plans, and audit procedures. The Audit & Supervisory Board Members receive a report on important matters of audit and make discussions, or make resolutions to supervise and audit the management. The regular meetings of the Audit & Supervisory Board are held once every month in principle and extraordinary meetings are held as necessary to ensure an effective and efficient audit system by sharing the information among the members, including the examination of the progress and results of audits.
Executive Committee
The Executive Committee is chaired by the President and is composed of a total of four members: the President and four Executive Officers. The Executive Committee makes resolutions on the matters mandated through the resolutions of the Board of Directors, the agenda to be presented to the Board of Directors, and other matters stipulated by the company regulations as important matters for management. The regular meetings of the Executive Committee are held at least once every month and extraordinary meetings are held from time to time to discuss issues as they arise. In addition to its members, the Non-Executive Directors and the Full-Time Audit & Supervisory Board Member attend the meetings as observers, and the employees related to individual issues also attend the meetings as necessary.
Compliance and Risk Council
The Compliance and Risk Council is composed of the President, Executive Officers, and other officers and employees nominated by the President, and has meetings every two months. In addition to its members, the Non-Executive Directors, the Full-Time Audit & Supervisory Board Member, and the Company Attorney attend the meetings as observers. As a cross-sectional organization, the Council receives consultation from the President, discusses various matters to be considered in relation to the compliance and management risks and action plans, and makes necessary recommendations, reports, and plans for the President.
Reason We Sel ect the Present Corporate Governance System
We adopt the system of “company with the Audit & Supervisory Board” as we evaluate the system under which the Board of Directors mainly composed of the Directors who are familiar with the company’s business determines by itself the basic policies and execution of important business management matters, and also the Audit & Supervisory Board Members who have a strong legal power audit the business execution of the Directors fr om an independent position is effective to secure the efficiency and soundness of management.
IR Calendar
- Feb 10 2025: YA2024 Financial Report
Massage from Group CEO
My name is Matsuoka and I am the representative of Helene Group. I actually had thyroid cancer in 2011.
After surgery, the cancer was completely cured, but I started stem cell therapy as a patient in order to recover my physical vitality after the operation, and my physical strength returned to what it was before the cancer. As a patient, I realised that it was a good treatment and became actively involved in the development of the business. According to the homing theory of stem cells, damaged cells produce the SOS signal SDF-1/CXCR4, which is detected by the stem cells and they go to the damaged cells to repair them. In other words, the treatment ‘focuses on the weakest parts of the body’. In adults with no health problems, stem cells are directed to tissue repair in unaffected areas. In my case, stem cells were administered for thyroid hormone imbalance after thyroid cancer surgery, and the effect on fatigue, tiredness and burning sensation was outstanding. I continue to experience stem cell therapy as a patient once a year, and I am exploring the potential of stem cells to be safer and more effective. In recent years, we have also been focusing on stem cell exosome therapy, which is said to be as effective as stem cells, as it has great potential. Stem cell therapy allows maintenance of the body's organs from an early stage, whereas they are not treated until they gradually age and break down. Body organs cannot be easily replaced, so we need to make an effort to use them carefully throughout our lives, and anti-ageing with stem cells is the best way to achieve this.
Pioneering Care, Ethical Standards.
Cooporate Governance
Detail
Integrity
Compassion
Excellence
Collaboration