Sumitomo Dainippon Pharma Annual Report 2017
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* Nomination and Compensation CommitteeThe Company has the Nomination and Compensation Committee, which holds a meeting as necessary, as a consultative body to the Board of Directors for enhancing the objectivity and independence of the functions of the Board of Directors on matters such as nomination of the candidates for Directors and Audit & Supervisory Board Members, and decisions on compensation of Directors. The Committee consists of four members, the majority of which being three Independent Outside Directors, and the chairperson be appointed from the Independent Outside Directors.Sumitomo Dainippon Pharma has elected the organizational structure of a “Company with an Audit & Supervisory Board” to audit the execution of duties by the Directors, independent of the Board of Directors. In addition, the Company has adopted an executive officer system to separate management supervision from business execution.The Board of Directors consists of eight members, including three Independent Outside Directors. The Board of Directors holds a meeting once a month, in principle, and resolves and reports on material business matters.The Company has a Nomination and Compensation Committee,* which has Independent Outside Directors for a majority of its members and holds meetings as necessary, as a consultative body to the Board of Directors.The Management Committee holds meetings twice a month, in principle, as a consultative body to the Representative Director, President and CEO for the decision making for important business matters, based on the basic policy determined by the Board of Directors. In addition, the Executive Committee holds a meeting once a month, in principle, for the purpose of appropriately sharing among the Directors and Audit & Supervisory Board Members, including the Outside Directors and the Outside Audit & Supervisory Board Members, the status of the execution of business and material matters relating to the execution of business.Hidehiko SatoHidehiko Sato has a wide range of knowledge and considerable experience, which he has acquired in the course of his career during which he held various positions such as the Counselor of the Cabinet Legislation Bureau and the Commissioner General of the National Police Agency. He also has expertise as an attorney. He has been appointed as an Outside Director in the hope that he will be able to contribute to the management of the Company with his knowledge, experience and expertise.Hiroshi SatoHiroshi Sato has considerable experience and a wide range of knowledge as a corporate executive, having served as an ofcer of Kobe Steel, Ltd. for many years. He has been appointed as an Outside Director in the hope that he will be able to contribute to the management of the Company with his experience and knowledge.Yutaka AtomiYutaka Atomi has considerable experience and expertise as a medical doctor. He has been appointed as an Outside Director in the hope that he will be able to contribute to the management of the Company with his experience and expertise.Harumichi UchidaHarumichi Uchida has considerable experience and expertise which he has acquired as an attorney. He has been appointed as an Outside Audit & Supervisory Board Member in the hope that he will be able to contribute to the auditing of the Company using his experience and expertise.Kazuto NishikawaKazuto Nishikawa has considerable experience and expertise as an expert in the elds of tax affairs and nance, having served as the Regional Commissioner of the Tokyo Regional Taxation Bureau and the Director-General of the Inspection Bureau of the Financial Services Agency. He has been appointed as an Outside Audit & Supervisory Board Member in the hope that he will be able to contribute to the auditing of the Company using his experience and expertise.Junsuke FujiiJunsuke Fujii has considerable experience and a wide range of knowledge as a corporate executive, having served as an ofcer at Sumitomo Mitsui Banking Corporation, Sumitomo Mitsui Financial Group, Inc. and The Japan Research Institute, Limited. He has been appointed as an Outside Audit & Supervisory Board Member in the hope that he will be able to contribute to the auditing of the Company using his experience and knowledge.Reasons for Appointment of Outside DirectorsReasons for Appointment of Outside Audit & Supervisory Board MembersBasic Concept on Corporate GovernanceCorporate Governance SystemSumitomo Dainippon Pharma commits itself to continuously pursuing the establishment of a corporate governance system which is highly effective, aiming for the fuller realization of our Corporate Mission and Management Mission.Sumitomo Dainippon Pharma posts on its website the summary for its basic concept and basic policy titled the “Basic Policy on Corporate Governance” (the “Basic Policy”).Corporate Governance StructureCorporate GovernanceCorporate GovernanceShareholder’s MeetingElection / DismissalElection / DismissalElection / DismissalCoordinationCoordinationAuditAuditRecommendationConsultationAppointment / RemovalCoordinationAuditAuditInternal AuditingManagement CommitteeExecutive CommitteeRepresentative DirectorsAccounting AuditorDepartmentsExecutive OfficersBoard of DirectorsDirectorsNomination andCompensation CommitteeAudit & Supervisory BoardAudit & Supervisory Board Members41Sumitomo Dainippon Pharma Co., Ltd. Annual Report 2017

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