Basic philosophy
J-TEC believes that by striving to industrialize regenerative medicine in compliance with legal statutes and ethical guidelines, we can contribute to improved quality of life for the patients, help all stakeholders achieve greater well-being, and become the kind of corporation that is sought by society. Under this corporate philosophy, we are striving to construct and maintain a fair and transparent management system and an organization that can rapidly adapt to changes in the business environment so that corporate governance will function effectively.
Corporate governance system
J-TEC has adopted an corporate officer system in order to properly accommodate important demands for transparency, fairness, and speed of governance. We also believe that separating business execution functions from management's decision-making functions and supervisory functions through the adoption of the corporate officer system makes it possible to construct a management system that is highly transparent and clearly shows where responsibility and authority lie.
J-TEC believes that through the system shown below it is possible not only to make decision-making and business execution faster and more efficient, but also to ensure the transparency and soundness of management by properly supervising and auditing business execution.
- Board of Directors
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The Board of Directors formulates management policy and strategy and supervises the execution of business.
Board of Directors: 6 members (As of June 14, 2023)
(2 executive directors and 4 non-executive directors)Incorporating diverse viewpoints through the inclusion of non-executive directors keeps the president and executive directors from acting unopposed. The main roles of J-TEC's Board of Directors are to make decisions about basic management policy, which is by law within the exclusive jurisdiction of the Board of Directors, and to supervise the performance of duties. The Board of Directors is organized to enable it to make decisions rapidly and agilely, to realize corporate management with a sense of speed, and to achieve stronger supervision by the Board. With respect to the Board's operation, extraordinary Board meetings are held as needed in addition to regular Board meetings, and while making decisions on matters stipulated by law and important matters related to management, the Board also supervises the status of business execution.
- Audit and Supervisory Board
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J-TEC is a company with a Audit and Supervisory Board. The auditors audit the execution of the directors' duties by attending meetings of the Board of Directors and conducting investigations of property status based on the auditing policy and auditing plan drawn up by the Audit and Supervisory Board.
Audit and Supervisory Board: 3 members (As of June 14. 2023)
(1 full-time auditor and 2 outside auditors)The J-TEC Audit and Supervisory Board engages in the following auditing activities.
- Checks the general ledger and the trial balances sheet every 3 months to grasp overall movements in accounting. Strives to get a more accurate grasp of accounting status by attending accounting auditor's visiting audits to exchange opinions.
- Inspects all requests for managerial decisions at the Audit and Supervisory Board meetings and confirms details through individual hearings when something is in doubt.
- Strives to get a grasp of problems by holding regular meetings with the President to gather information on the President's policy on overall business execution and perceived problems, and accepting reports on current issues.
- Holds regular meetings with the independent auditor to gather information on accounting policy and accounting results, including the process of deliberation, and discusses problem resolution. When the auditors require support staff, they can order company employees to perform the duties necessary for auditing operations, and employees who have received orders from auditors do not accept instructions from directors or other superiors for the duration.
- Special Committee
- J-TEC has established a special committee consisting of four independent directors.
As an advisory body to the Board of Directors, the special committee deliberates and considers important matters such as direct transactions with controlling shareholders, etc. and report to the Board of Directors. - Management Meeting, Corporate Officers
- In order to expedite the business execution, J-TEC has adopted an corporate officer system, and established a management meeting comprised of 7 corporate officers as an advisory body for the President and CEO to strengthen and facilitate business execution. Two of the corporate officers also serve as directors, and are responsible for business execution in accordance with the management policies, etc. determined by the Board of Directors.
- Compliance Committee, Risk Management Committee
- J-TEC has established a Compliance Committee and Risk Management Committee chaired by the President and CEO.
The Compliance Committee comprehensively manages the company's overall compliance status. It formulates compliance policy and information security policy and makes sure that all executives and staff are well informed about them. In addition, it establishes an internal reporting system and educates the executives and staff.
The Risk Management Committee correctly grasps and analyzes various types of risk associated with doing business and continually strives to strengthen the risk management system so that risk can be dealt with properly. The Risk Management Committee also discusses the risk of major disasters that could have a grave impact on business, including natural disasters, major accidents, and lawsuits, as well as the company's overall risk, and makes decisions on routine preparedness and how to handle crises. - Audit Office
- J-TEC has established an Audit Office as an organization under the direct control of the President for the purpose of promoting proper business operation, asset preservation, and prevention of fraud and errors. 2 internal auditors are assigned to the Audit office, and they conduct operating audits and accounting audits according to the accounting plan. After being approved by the President, the auditing plan and auditing results are reported to the Audit and Supervisory Board regularly.
- Independent auditor
- June of 2016, J-TEC's independent auditor has been KPMG AZSA LLC. This auditing corporation was selected because it was judged suitable as a result of making a comprehensive consideration of the scale of the corporation, its experience and ability to perform the duties, its independence, and its internal system of management, etc. There are no conflicts of interest between J-TEC and this auditing corporation or its managing partners involved in our company's audits.
- Corporate lawyer
- J-TEC has concluded a consulting agreement with a lawyer, and it consults the lawyer about important agreements, judicial judgments, and compliance-related matters as appropriate, and receives advice and guidance.
- J-TEC Ethics Committee
- J-TEC has established the J-TEC Ethics Committee to evaluate the ethical validity and safety of the company's overall operations, including R&D, manufacturing, and marketing of products using human tissue and cells, and to provide advice as necessary. The Committee is comprised of 5 members, 3 of which are outside members with no conflicts of interest. This system makes it possible to obtain fair and objective judgments.
- In-house Ethics Review Committee
- J-TEC has established an in-house Ethics Review Committee to review the ethical validity of individual cases in R&D and contract projects using human tissue and cells. The Committee's membership includes 2 company employees from the J-TEC Ethics Committee, as well as others appointed by the President who possess the necessary expertise to make fair and objective judgments. The Committee reviews the ethical validity of individual cases as they arise and reports the results to the President and CEO and the J-TEC Ethics Committee.