Corporate Governance

Our Basic Way of Thinking

Our company aims to fulfill its corporate social responsibility while earning the trust and meeting the expectations of all stakeholders, including shareholders, consumers, business partners, and employees, and to achieve mutual prosperity. To this end, we recognize that improving and strengthening corporate governance is an important management issue.
In order to ensure transparency and fairness in management and to respond quickly and appropriately to changes in the business environment, we will establish a management organizational structure and implement the necessary measures.
Furthermore, based on our corporate identity and management philosophy, we have established ROHTO Group Action Agenda for Compliance as the foundation of our compliance system and are promoting compliance with laws and regulations.

Our System for Governance

Our company has adopted a company with an audit and supervisory board. As a basic principle, the board of directors is composed of more than one-third outside directors, and the board of auditors is composed of a majority of outside directors. This allows us to incorporate external perspectives while simultaneously strengthening our management oversight function. Furthermore, we enhance management transparency by establishing a voluntary nomination and compensation committee, in which outside directors constitute the majority. In addition, to analyze and evaluate the effectiveness of the board of directors, we conduct an annual self-assessment (questionnaire) for all directors.

(As of June 24, 2026)

Succession plan

To achieve sustainable growth and enhance corporate value, our company considers the planned development and appointment of next-generation leaders (succession) as a crucial management issue. In particular, our business consists of a diverse portfolio centered on skincare and eye care, as well as medical and Regenerative medicine related businesses and overseas businesses. Therefore, certainty of business growth starting from research and development, strategic planning that identifies risks, and a strong sense of governance are essential.

The ideal next-generation business leader

The requirements we seek in individuals who will lead our next generation of management are as follows:
Sensitivity to social issues and the ability to conceive a medium- to long-term vision:
The ability to grasp societal trends beyond the company framework, embody the management philosophy, and envision a vision that balances solving social issues and achieving business growth in the medium to long term.
Strategic planning ability and risk management ability:
Based on a deep understanding of science in a broad sense, the ability to manage a business portfolio in an integrated manner, taking into account diverse business growth opportunities and risks while maintaining strong financial control.
High level of governance awareness:
A stance that enhances corporate value while meeting stakeholder expectations and ensuring transparent and effective governance.
Leadership and organizational management skills to drive change:
In the VUCA era, leadership that can guide organizations toward transformation without postponing decision-making, and organizational management skills that ensure psychological safety.
Personal charm and trustworthiness:
Embodying the company's founding value of "cherishing people," possessing the personal qualities to move people's hearts and gain the trust of the organization.

Nurturing the next generation

In nurturing the next generation, we emphasize the following perspectives:
Granting experience in key positions:
By providing employees with broad experience in key positions such as research and development, domestic and international business, and corporate functions, and by having them simultaneously manage diverse sections, they can develop multiple perspectives and enhance the breadth and depth of their decision-making.
Mastery of the decision-making process:
Through opportunities for discussion and proposals in management meetings and other forums, participants will hone their practical management skills, including issue analysis, risk assessment, and investment decision-making.
Evaluation centered on collaborative co-creation:
The evaluation and development of skills will focus on generating results across internal and external organizations, promoting constructive discussions, and fostering consensus building and implementation capabilities.
Continuous monitoring by the Nomination and Compensation Committee:
We will create a diversified candidate pool, regularly check their development status and suitability, and revise the development plan as needed.

Selection procedure

The Nominating and Compensation Committee, as the core body responsible for formulating the succession plan, will continuously promote the development of the next-generation management structure. Specifically, it will take responsibility for securing management talent that will support sustainable growth in the future by clarifying the vision for future leaders, monitoring the development status of candidates, expanding the talent pool both inside and outside the company, and ensuring transparency in the selection process. Important changes, such as the establishment, revision, or abolition of the succession plan, will be decided by the Board of Directors.

Our Basic Way of Thinking Regarding Our System for Internal Control and its Implementation

Our company recognizes the objectives of internal control as "ensuring the effectiveness and efficiency of operations," "ensuring the reliability of financial reporting," "compliance with laws and regulations," and "protection of assets." We have established an Internal Audit Office (8 members) as an organization independent of the business execution departments, and we conduct internal audits from a "fair" and "objective" standpoint in cooperation with the corporate auditors.
Regarding risk management, in the event of unforeseen circumstances, the Risk and Compliance Committee will take overall responsibility and, while consulting with external advisors including legal counsel, will respond promptly to prevent damage and its escalation. Furthermore, our subsidiaries have also established management systems to report to or obtain approval from the parent company for important matters, based on the "Rohto Group Management Rules."

The basic policy of our system for elimination of anti-social forces is to "take a firm stance against anti-social forces and group activities that pose a threat to the order and safety of civil society and hinder the development of a healthy economy and society."
In addition, in the event of unreasonable demands by anti-social forces, we will respond in full cooperation with the police authorities and related organizations.