Corporate Governance

Initiatives to Strengthen Corporate Governance

Nihon Kohden recognizes that its most important responsibility to stakeholders is continually fulfilling its corporate social responsibilities through sound business activities. At the same time, Nihon Kohden believes that corporate governance, in particular, compliance and risk management, is key to fulfilling this responsibility. To that end, Nihon Kohden strives to strengthen and enhance its corporate governance as a top priority.

Corporate Governance Structure

A corporate governance structure with sound management and efficiency is important. In addition to a framework where directors supervise management and make decisions while operating officers handle business execution, Nihon Kohden appointed outside directors and outside audit & supervisory board members with a high degree of independence to supervise management.

Promoting and Practicing Compliance

The Nihon Kohden Corporate Charter of Conduct and Nihon Kohden Code of Ethics and Conduct form the Company’s fundamental approach to compliance. Nihon Kohden is fully aware that the sound ethics and rigorous legal compliance of all employees in accordance with this approach is paramount to the continuity of the company.

Compliance Promotion Framework

Compliance Promotion Framework
Nihon Kohden has established Compliance Promotion Rules pertaining to mechanisms and the basic matters of operational methods to ensure thorough compliance. The Compliance Committee has been established as an organization for promoting compliance based on the Compliance Promotion Rules. The committee establishes rules and systems and provides operational support to ensure that compliance is observed in business activities. Its functions include complying with laws and regulations, providing compliance education and training to employees and monitoring the state of compliance.

In addition, the Chief Compliance Officer appoints Compliance Administrators at the respective group companies and departments. The Compliance Administrators are responsible for the promotion and thorough implementation of the compliance framework at the respective group companies and departments they cover.

Internal Reporting System

Nihon Kohden has established an internal reporting hotline as a point of contact for reporting on compliance matters. Employees are required to make reports through the hotline when they are unable to do so through their superior or reporting to their superior is deemed inappropriate or ineffective. The Company also accepts anonymous reporting to protect the person who makes a report from any unfavorable treatment due to such reporting.
Internal Reporting Hotline

Compliance Training

Compliance Handbook Compliance Handbook
Nihon Kohden has produced a Compliance Handbook that contains the rules, approaches, conduct standards and other information that employees need in order to understand and ensure daily compliance. The handbook is distributed to all employees as part of ongoing efforts to enhance awareness and knowledge regarding compliance.

Workplace-level compliance workshops are also conducted at each Group company and business division on a yearly basis. To prevent compliance violations on the part of employees, all employees are given ongoing instruction on related laws and regulations. To ensure that a compliance culture takes root, employees are required to self-study or read through designated learning.

Preventing Corruption

The Nihon Kohden Code of Ethics and Conduct prohibits any act of illegal bribery of Japanese and foreign public officials, and ensures compliance with laws and regulations preventing corruption in every region in which Nihon Kohden engages in business, including bribery and corruption-related legislation in Japan, the Foreign Corrupt Practices Act (FCPA) in the United States and the Bribery Act in the United Kingdom. Furthermore, Nihon Kohden has established the Anti-corruption Rules, which prescribe detailed rules and procedures to prevent bribery, and ensures thorough adherence thereto.

Strengthening Our Risk Management System

Approach to Risk Management

To ensure the sound and smooth operation of business, Nihon Kohden has established a management framework to prevent risks in overall business operations and prescribed methods for dealing with risks when they occur.

Risk Management Framework

The Board of Directors is responsible for establishing basic policies concerning risk management in overall Group business operations, and ascertaining the improvement and promotion status of the Groupwide risk management framework. The Risk Management Supervisory Division is tasked with improving and promoting the overall risk management system of the Nihon Kohden Group, and reporting to the Board of Directors and the Management Council on the improvement and promotion status of the risk management system.

The risks present in the execution of business activities have been classified into eight types and Risk Management Divisions and Risk-Related Committees have been assigned to each risk type. Risk Management Divisions provide training and support to operating units with regard to their assigned risk types, and report the system improvement and promotion status to the Board of Directors and the Risk Management Supervisory Division. The Risk-Related Committees report to the Management Council on matters including assessments of management system appropriateness, validity and effectiveness for related risk types.

In addition, risks discovered during audits conducted by the Internal Auditing Department are reported to the president.
Risk Management Framework

Risk Types

The Risk Management Regulations, which set forth the basic policies for risk management, classify risks into eight types: Financial and Accounting Risks, Compliance Risks, Quality Control Risks, Environmental Risks, Information Disclosure Risks, Disaster and Accident Risks, System Risks, and Strategic Risks.
Risk Description
Financial and Accounting Risks Risk of losses due to change in value of assets held or inappropriate accounting practices
Compliance Risks Risk of losses due to failure to comply with laws and regulations, etc.
Quality Control Risks Risk of losses due to problems related to safety or reliability of our products or services
Enviromental Risks Risk of losses due to occurrence of environmental pollution, etc., caused by insufficiency in reduction of environmental impact or prevention of environmental pollution
Information Disclosure Risks Risk of losses due to inappropriate disclosure of information
Disaster and Accident Risks Risk of losses due to hindrance to business operations caused by disaster or accident
System Risks Risk of losses due to failure, malfunction, unauthorized use, etc., of computer systems
Strategic Risks Risk of losses due to misleading business strategies

Self-Assessment of Risk Management

Nihon Kohden subsidiaries and the departments in head office conduct self-assessment of risk management using check sheets and divisional inspection sheets. The Risk Management Supervisory Division verifies the progress of risk management system implementation and future responses, and reports the results of self-assessments to the Board of Directors and the Management Council.

Response in the Event of a Risk

Regulations have been established for each risk type. Regulations related to each risk type governing the response to be taken when a risk occurs have also been set forth.

Disaster Risk Management

Basic Approach

Medical devices on which people’s lives depend need to be supplied continually and smoothly in the event of a major disaster. As a medical device manufacturer, we take measures to ensure the safety of employees and their families in a disaster and respond to disaster risks to ensure the unbroken support of products and services.
To ensure the safety of employees and their families during a large-scale natural disaster and to ensure continuity and recovery of business operations after a disaster, we have taken measures to reduce disaster damage in offices, prepared an initial response manual for disasters, and developed an emergency communication flow. We also developed a Business Continuity Plan to enable the continuous provision of products and services or rapid recover from a massive earthquake. Company-wide education and drills are held regularly to ensure that all employees act appropriately according to our initial response manual and our Business Continuity Plan in the event of a disaster.

Business Continuity Plan (BCP)

In March 2015, Nihon Kohden devised a business continuity plan to ensure that even if the company suffers damages and losses due to a major earthquake, the provision of products and services can continue or be quickly restored. The BCP sets forth organizational charts, initial response manuals in the event of a disaster, subsequent restoration plans following an initial response, operational procedures and disaster mitigation measures to be taken under normal conditions for each business site.

Business Continuity Management (BCM)

To ensure that the business continuity plan functions effectively during a disaster, we have established a BCP Operation and Management Committee tasked with operating and managing the BCP. The committee conducts regular company-wide education and training to ensure the effectiveness of the BCP during a disaster. In addition, the BCP is periodically reviewed in order to make ongoing improvements.

Safety Confirmation System

Nihon Kohden rolled out its safety confirmation system in 2009. The safety confirmation system enables us to quickly ascertain the safety of employees and their families after a disaster as well as ascertain the extent of the damage and implement measures to restart business operations. During a disaster, an email is sent to all employees in the affected region. Responses to this email are monitored on a dedicated web page. To ensure access to a communication method, Nihon Kohden deploys satellite phones that are not bound to the normal telecommunications networks in each of its principal business locations in Japan.

Disaster Preparedness Kits

Disaster Preparedness Kits
Nihon Kohden provides a disaster preparedness kit to each of its employees in Japan. This is a portable bag containing essential supplies for an earthquake, typhoon or other natural disaster.
Each Nihon Kohden site also maintains food and water rations in preparation for emergencies.

Information System Risk Management

Basic Policy

Information-related technologies and environments are continually changing. New ways of using information along with new risks emerge on a daily basis. While we promote the utilization of highly convenient information technology and work to improve business efficiency, we also undertake various measures in response to changing conditions to safeguard confidential company information and personal information from leaks.

Initiatives to Ensure Information Security

To protect the personal information and important confidential information of all stakeholders including customers, patients, business partners and employees, we have established regulations concerning personal information and IT utilization.
An IT Safety Measures Committee prescribes these rules concerning IT utilization. We have also deployed members of the Network Utilization Promotion Committee in operating divisions and subsidiaries to disseminate rules to employees, as well as to provide guidance and support.

Employee Education

Nihon Kohden conducts periodic training for employees to disseminate information on rules concerning IT utilization and ensure that compliance with the Act on the Protection of Personal Information and internal rules is widely known and taken root.

Obtaining Third-party Certification

To further enhance information security, Nihon Kohden has also obtained outside certification. We obtained PrivacyMark certification from the Japan Institute for the Promotion of Digital Economy and Community (JIPDEC) in July 2005. 
Information Security Management System (ISMS) JIS Q 27001 (ISO / IEC 27001) certification IS 617365 / JIS Q 27001
We also obtained Information Security Management System (ISMS) JIS Q 27001 (ISO / IEC 27001) certification in January 2015; the scope includes management and operation of remote service facilities for Nihon Kohden Group system products.

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