Our corporate philosophy is “contributing to healthcare through the development and sale of advanced, high-quality medical devices.” By engaging in businesses related to healthcare, we fulfill our social mission and responsibilities. At the same time, to maintain and enhance trust-based relationships with shareholders and other stakeholders, we strive to strengthen our corporate governance with the aim of achieving the Company’s sustainable growth and enhancing corporate value over the medium to long term.

1. Basic Approach to Corporate Governance

From the perspective of ensuring the sustainable growth and medium- to long-term enhancement of corporate value for our group, we believe that the core of corporate governance lies in ensuring transparency and fairness in our decision-making, making effective use of management resources, and increasing business vitality through swift and decisive decision-making. In line with the following basic principles, we are committed to enhancing our corporate governance.

1. Respect the rights of shareholders and ensure their equality.
2. Consider the interests of stakeholders, including shareholders, and appropriately cooperate with these stakeholders.
3. Appropriately disclose company information and ensure transparency.
4. Establish a structure in which independent outside directors (including Audit and Supervisory Committee members) play a central role in ensuring transparency and fairness in decision-making, and ensure highly effective supervision of business execution by the Board of Directors from an independent and objective standpoint.
5. Engage in constructive dialogue with shareholders to a reasonable extent.

• 「Basic Corporate Governance Policies」PDF
• 「Policy and Procedures for the Nomination of Director and Audit & Supervisory Committee Member Candidates」PDF
• 「Realization of management conscious of cost of capital and stock price」PDF
• 「Status of Dialogue with Shareholders (Fiscal Year Ended March 31, 2026)」PDF

2. Corporate Governance Structure

1. Supervision

（1）Board of Directors

The Board of Directors (including Audit and Supervisory Committee members), bearing fiduciary and accountability responsibilities to shareholders, deliberates and decides on important management matters such as management strategies and business plans to ensure the Company’s sustainable growth and medium- to long-term enhancement of corporate value. Furthermore, the Board supervises the overall management of the Group by receiving reports on the business execution status by executive officers, the status of important business execution at subsidiaries, compliance and risk management at the Company and its subsidiaries, and the promotion of sustainability, among other matters.
In addition, the Board of Directors (including Audit and Supervisory Committee members) defines its approach regarding the balance, diversity, and size of the Board as a whole in terms of knowledge, experience, insight, and ability. Taking the overall business environment into account, the Board is composed of members who are deemed optimal in terms of overall balance, regardless of gender, race, nationality, etc., with the best combination of knowledge, experience, and abilities of each director (including Audit and Supervisory Committee members). The Company also appoints multiple independent outside directors (including those who are Audit and Supervisory Committee members), reflecting opinions from individuals with extensive experience and insight, such as outside business executives and legal experts, in its management policy.

（2）Nomination and Remuneration Advisory Committee

The Company has established a Nomination and Remuneration Advisory Committee as an advisory body to the Board of Directors. A majority of the members of the Nomination and Remuneration Advisory Committee are independent outside directors, and the chairperson is also an independent outside director.

Role of the Nominating and Compensation Advisory Committee

1. ① The Committee makes recommendations to the Board of Directors regarding the appointment and dismissal of candidates for directors (including Audit and Supervisory Committee members), executive officers, and Audit and Supervisory Committee members.
2. ② The Committee examines the policies regarding remuneration for directors (including Audit and Supervisory Committee members) and executive officers, as well as the details of individual remuneration, and makes recommendations to the Board of Directors.
3. ③ The Committee appropriately evaluates company performance and makes recommendations to the Board of Directors so that such evaluations are reflected in the remuneration of each director and executive officer.

（3）Sustainability Committee

The Sustainability Committee deliberates on cross-sectional policies, strategies, and plans related to the promotion of sustainability within our group. Recognizing that addressing sustainability issues, such as those indicated in the SDGs, is a material issue (materiality) that not only reduces business continuity risks but also leads to revenue opportunities, the Company aims to fulfill its social responsibility (CSR) for the development of a sustainable society by proactively and actively addressing these issues.

（4）Risk Management Committee

The Company has established the Risk Management Committee to formulate policies and plans for risk management, with the aim of raising risk awareness and the early identification of various risks surrounding the Group’s businesses.

（5）Compliance Committee

To foster a corporate culture that emphasizes compliance, the Company has established a Compliance Committee to formulate policies and plans for legal and regulatory compliance.

（6）Human Capital Committee

Under the “Basic Policy on Sustainability Initiatives,” the Company has established the Human Capital Committee with the aim of promoting activities related to human capital management.

2．Business Execution

（1）Executive Officers’ Meeting

The Executive Officers’ Meeting is established as a body to deliberate and resolve important matters that require prior discussion before submission to the Board of Directors, as well as other significant matters related to business execution.

3．Audit

（1）Audit and Supervisory Committee

The Audit and Supervisory Committee, as an independent body entrusted by shareholders, audits the execution of duties by directors, the Company’s internal controls, business performance, financial condition, and other matters. Specifically, the Audit and Supervisory Committee members attend not only Board of Directors meetings but also the Executive Officers’ Meeting, Management Meetings, and other key internal meetings. In addition, the Committee members regularly exchange opinions with the President, executive officers, and others, and on a monthly basis, they receive and review approval documents and the minutes of the Executive Officers’ Meeting and Management Meetings.
Furthermore, by exercising their authority in the selection and dismissal of external accounting auditors and the determination of audit compensation, the Audit and Supervisory Committee fulfills its roles and responsibilities for ensuring transparency and fairness in accounting audits.

（2）Internal Audit Office

The Internal Audit Office conducts audits of accounting and operations for the Company Group, including subsidiaries, and reports audit results to the Board of Directors. Audits are conducted in cooperation with the Audit and Supervisory Committee members, accounting auditors, and the Internal Audit Office.

（3）Accounting Auditor

The Company’s accounting auditor is Taiyo LLC.

3. Basic Policy for the Development of Internal Control Systems

（1）System to Ensure that the Execution of Duties by Directors of the Company and Subsidiaries Complies with Laws and the Articles of Incorporation

1. In accordance with the Group’s Code of Conduct for Officers and Employees and Compliance Committee Regulations, we endeavor to prevent violations of laws and regulations before they occur.
2. A system is in place to allow legal reviews by lawyers and other experts as necessary regarding business execution.

（2）System for the Preservation and Management of Information Related to the Execution of Duties by Company Directors

1. Information related to the execution of duties by the Company’s directors is appropriately recorded, preserved, and managed in documents or electronic formats in accordance with the Document Management Regulations, etc.
2. Directors and Audit and Supervisory Committee members have access to these documents at any time in accordance with the Document Management Regulations, etc.
3. Any changes to the Document Management Regulations, etc., require the approval of the Audit and Supervisory Committee.

（3）Regulations and Systems for Managing the Risk of Losses at the Company

1. In accordance with the Company’s Risk Management Regulations, a responsible manager is appointed for each risk, and appropriate preventative measures and countermeasures are implemented.
2. In the event of a major accident, disaster, scandal, or similar event, a task force headed by the President is established to minimize losses.

（4）System to Ensure the Efficient Execution of Duties by Directors

1. The Company adopts an executive officer system, under which executive officers are appointed by resolution of the Board of Directors, and, based on the delegation from the Board, execute duties within the defined scope in accordance with the Board’s decisions.
2. The Board of Directors formulates a Group Medium-Term Management Plan covering three fiscal years, clarifying the goals to be achieved by the entire Group.
3. The Board of Directors actively utilizes the Executive Officers’ Meeting, Management Meetings, and other forums to ensure efficient execution of duties by directors.
4. Departments and authorities are clarified in accordance with the Organization Rules and Rules on Division of Duties.

（5）System to Ensure the Execution of Duties by Employees in Compliance with Laws and the Articles of Incorporation

1. Compliance officers carry out activities to prevent legal violations based on the Code of Conduct for Officers and Employees and Compliance Committee Regulations, and the Internal Audit Office, which is responsible for internal audits, evaluates their effectiveness.
2. The Company’s internal whistleblowing system enables consultation with internal or external points of contact.

（6）System for Reporting to the Company Regarding the Execution of Duties by Directors of Subsidiaries

Monthly meetings are held for officers of subsidiaries, attended by directors of the Company and the subsidiaries, where subsidiaries are obligated to report important events to the Company as necessary.

（7）Regulations and Systems for Managing Loss Risks at Subsidiaries

（8）System to Ensure Efficient Execution of Duties by Directors, etc. of Subsidiaries

（9）System to Ensure that Employees of Subsidiaries Execute Duties in Compliance with Laws and the Articles of Incorporation

（10）System to Ensure Proper Business Operations within the Corporate Group Consisting of the Company and Its Subsidiaries

1. Certain rules are established with subsidiaries, and important matters at subsidiaries are subject to parent company approval.
2. Transactions with subsidiaries are reviewed by the same standards as those with third parties to ensure fairness and appropriateness.

4. Overview of the Operation of Systems for Ensuring Proper Business Practices

The following is an overview of the operation of systems implemented during the current fiscal year to ensure proper business practices.

（1）Initiatives for Risk Management

Based on the Risk Management Regulations, we identified and assessed risks for our Group, and convened a Risk Management Committee meeting in April 2017 to consider countermeasures for each risk. Since then, risk management has been strengthened through semi-annual monitoring.

（2）Initiatives to Ensure Efficient Execution of Duties

To ensure efficient execution of duties by directors, our Group holds monthly meetings, attended by directors and senior staff, to manage the progress of key measures by area of responsibility. Progress on priority measures for each director’s division is reviewed on a monthly basis.

（3）Initiatives for Compliance

To raise awareness of compliance among Group officers and employees, we disseminated messages on the importance of compliance. In addition, we distributed a compliance guidebook containing examples of legal compliance cases and held compliance briefings.

（4）Initiatives to Ensure the Effectiveness of Audit and Supervisory Committee Audits

５．Status of Executive Compensation

The total amount of remuneration, etc. for the Company’s directors and audit & supervisory board members for the current fiscal year is as follows.

(As of March 31,2026)