EPNextS,Inc.

Governance Initiatives

EPNextS Group Governance Initiatives

Approach to Group Governance

  • The EPNextS Group’s fundamental philosophy is that "We will contribute to the advancement of the health industry by creating valuable solutions to our clients." While respecting the autonomy of each group company, we have established a group governance structure designed to pursue synergy across the entire group, ensure sustainable growth, and fulfill our social responsibilities.
  • The EPNextS Group is committed to strengthening our group governance by complying with all laws and regulations, upholding corporate ethics, and conducting fair business activities. We also promote stronger management collaboration across the group, which includes strengthening group governance through group-wide strategic planning and execution, establishing a robust compliance structure, and ensuring thorough risk management.
  • The EPNextS Group considers the creation of an environment that respects diverse talent across the group and maximizes their potential to be a crucial element of our group governance. We also promote positive relationships with our stakeholders by ensuring transparency and integrity.

We believe that maintaining and strengthening this governance framework will contribute to enhancing the corporate value of all group companies and earning the trust of our stakeholders.
Based on this approach, the details are outlined in our "Basic Policy on Group Governance."

Basic Policy on Group Governance

1. Group Governance Structure

  • EPNextS, Inc. (EPNextS) formulates the group's overall management policies and strategies, implements management plans throughout the group, and allocates management resources.
  • EPNextS’ Board of Directors determines the group's overall management strategy and supervises business execution.
  • EPNextS’ Board of Directors establishes a basic policy for building the group's internal control system and monitors and supervises the building and operation of this system, including that of each group company.
  • Each group company formulates business strategies appropriate to its specific business characteristics and promotes its business. In the process, they report management issues and the proceedings of their Board of Directors and Executive Officer meetings to EPNextS.
  • EPNextS enhances management transparency and efficiency by ensuring that the Board of Directors, the Executive Officer system, and Audit & Supervisory Board members function appropriately.

2. Internal Audit Structure

  • EPNextS has an independent internal audit department that centralizes audit functions for the entire group and audits the status of business operations across the group.
  • EPNextS' internal audit department works in cooperation with our Audit & Supervisory Board members to evaluate the effectiveness of the group's internal control system.

3. Group Compliance Structure

  • EPNextS prioritizes legal compliance and conducts business activities with a high ethical standard.
  • EPNextS respects social norms and engages in fair business activities.
  • EPNextS establishes an internal reporting system to quickly identify and respond appropriately to information regarding compliance violations.
  • EPNextS sets up internal reporting hotlines both inside and outside the company to protect the anonymity and confidentiality of whistleblowers.

4. Group Risk Management Structure

  • EPNextS accurately identifies risks across the group and establishes an appropriate risk management system.
  • EPNextS appropriately manages risks specific to healthcare-related outsourcing services, including delays in clinical trials and safety issues.
  • EPNextS builds a sustainable structure for our group's businesses to prepare for emergencies such as large-scale disasters, pandemics, and system failures.

5. Group Human Resources Development

  • EPNextS promotes human resources development throughout the group to support the growth of each company.
  • EPNextS trains people with specialized knowledge and skills in healthcare to strengthen our competitiveness.
  • EPNextS respects diversity and creates a rewarding work environment.

6. Strengthening Collaboration with Stakeholders

  • EPNextS discloses information about our group's management in a timely, appropriate, and fair manner to gain the trust of our stakeholders.
  • EPNextS promotes constructive dialogue with stakeholders, including our shareholders.

7. Pursuit of Sustainable Growth

  • EPNextS promotes sound corporate management that considers environmental, social, and governance (ESG) factors, aiming for sustainable growth.
  • EPNextS fulfills our social responsibility through corporate management and co-exists with local communities.

8. Social Contribution

  • EPNextS promotes sustainability activities to contribute to the realization of a sustainable society.
  • EPNextS strengthens collaboration with local communities and actively engages in social contribution activities.

EPNextS Corporate Governance

Basic Approach to Corporate Governance

EPNextS considers the most important point of corporate governance to be ensuring management's accountability and maintaining a fair management system.
Regarding the administration of the Board of Directors, we enable appropriate and swift decision-making on important matters related to group management. With regard to the composition of the Board of Directors, we take efficiency into consideration so as to enhance its supervisory function over the business execution for each department and group company. We also aim to disclose management policies, plans, and their achievement status to stakeholders, including shareholders, business partners, and employees, in a timely and prompt manner.
We believe these efforts will contribute to enhancing our corporate governance.

Overview of Corporate Governance Structure and Reasons for Its Adoption

To ensure management accountability and maintain a fair management system, EPNextS has established the following structure:

1. Board of Directors and Executive Officer System

The Board of Directors, chaired by the Representative Director, is composed of full-time directors, part-time directors, and outside directors. EPNextS selects external directors from individuals with a wealth of experience, expertise, and high-level knowledge in various fields. This ensures that the board's decision-making and management oversight are appropriate and achieved from diverse, objective perspectives. Additionally, a full-time Audit & Supervisory Board member attends all Board of Directors meetings to audit the directors' business execution. Full-time directors also serve as executive officers, building a system for the swift reporting of business execution status, operational challenges, and other important matters.

2. Audit & Supervisory Board Members

EPNextS has adopted an Audit & Supervisory Board member system for our auditing functions. The board consists of full-time Audit & Supervisory Board members. Each member audits the legality of business execution based on the auditing standards and plans established by the board.

3. Internal Audit

The Internal Audit Office is responsible for internal audits and works in collaboration with the Audit & Supervisory Board members to enhance the effectiveness of our audit functions.

Our Corporate Governance Structure:

Our Corporate Governance Structure

We welcome inquiries about each of our individual business questions,
as well as broader consultations covering multiple areas, such as our group's overall solutions.
Please feel free to contact us.