V-5 · CORPORATE GOVERNANCE

Corporate Governance

The Foundation Beneath a Century

The foundation of a century-old Group lies not in the product, nor in the investment, but in the unseen governance structure.

BOARD STRUCTURE

Stable · Diverse · Independent

Board Members
5 directors
Independent Director Ratio
40%
Women Directors
2 directors · 40%
Average Tenure
5.8 years
GOVERNANCE OF THE DUAL-ENGINE STRATEGY

The wall between research and capital

Information Segregation

Tiered employee access between the Kyoto Life Sciences Institute and Toyo Bijin Capital, preventing internal trading.

Independent Processes

Investment decisions and product decisions are wholly independent, neither interfering with the other.

Third-Party Ethics

An independent ethics committee reviews the interest boundary between the two engines every quarter.

COMMITTEE STRUCTURE

Four committees, each with its duty

01

Audit Committee

Audit

Two members, all independent directors. Independently reviews the Group's financial reporting and internal controls.

02

Nomination & Compensation Committee

Nomination & Compensation

Three members, majority independent. Responsible for senior management nomination and compensation design.

03

Risk Management Committee

Risk Management

Five members, cross-functional. Conducts quarterly assessment of the Group's five risk categories.

04

Sustainability Committee

Sustainability

Six members. Embodies the Group's strategic emphasis on, and deep commitment to, ESG governance.

CODE OF ETHICS

2025 Revision

The Group's latest 2025-revised employee code of ethics, applicable to all employees, senior management, and board members.

WHISTLEBLOWER MECHANISM

Whistleblower Hotline

Dual channels — anonymous + third-party platform. Transparency in handling: the annual report discloses the number of reports and how they were handled.

MATERIAL RISK IDENTIFICATION AND RESPONSE

Five categories · quarterly assessment

01

Product Safety

Full process across clinical research + GMP factory

02

Supply Chain

Integrated with V-4 Responsible Supply Chain governance

03

Market

Concentration risk + geopolitical risk

04

Climate

Aligned with the TCFD framework

05

Data

Employee and user data privacy

TRANSPARENCY COMMITMENT

"The annual report (financial + sustainability + governance) is released simultaneously,
regular dialogue is held with regulators,
the media response mechanism is online at all times."

INTERNATIONAL ALIGNMENT
SDG 16

Peace, Justice, and Strong Institutions

TCFD

Climate-related Financial Disclosures

GRI

Global Reporting Initiative