Sumitomo Dainippon Pharma Annual Report 2017
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CategoryNameName Principal ActivitiesOutside DirectorHidehiko SatoHe attended all fourteen (14) meetings held by the Board of Directors during the fiscal year under review, and he made statements at those meetings as necessary, primarily based on his extensive experience and broad perspective gained at government agencies and from the professional standpoint of an attorney.Hiroshi SatoHe attended all fourteen (14) meetings held by the Board of Directors during the fiscal year under review, and he made statements at those meetings as necessary, primarily based on his extensive experience and broad perspective as a corporate executive.Harumichi UchidaOf the fourteen (14) meetings held by the Board of Directors and fourteen (14) meetings held by the Audit & Supervisory Board during the fiscal year under review, he attended thirteen (13) meetings held by the Board of Directors and thirteen (13) meetings held by the Audit & Supervisory Board. He made statements at those meetings as necessary, primarily from the professional standpoint of an attorney.Yutaka AtomiAmong the fourteen (14) meetings held by the Board of Directors and fourteen (14) meetings held by the Audit & Supervisory Board during the fiscal year under review, he attended twelve (12) meetings held by the Board of Directors and all fourteen (14) meetings held by the Audit & Supervisory Board. He made statements at those meetings as necessary, primarily from the professional standpoint of a medical doctor.Kazuto NishikawaHe attended all fourteen (14) meetings held by the Board of Directors and all fourteen (14) meetings held by the Audit & Supervisory Board during the fiscal year under review, and he made statements at those meetings as necessary, primarily from the professional standpoint of an expert in the fields of finance and accounting.Outside Audit & Supervisory Board MembersOrganizational BodyCompositionFrequency ofconvocationPurposeResolving and reporting important management matters Met 14 times in fiscal 2016The Board of DirectorsThe Directors 8 members,(including two Outside Directors)Once a monthas a ruleOnce a monthas a ruleTwice a monthas a ruleOnce a monthas a ruleDiscussing and resolving important audit-related matters Met 14 times in fiscal 2016The Audit & Supervisory Board 5 members,(including three outside Audit & Supervisory Board members)The Audit & Supervisory BoardMeets asnecessaryDeliberating on matters related to nomination of candidates for Directors and Audit & Supervisory Board Members and compensation, etc. of DirectorsThe Directors 3 members,(includes two Independent Outside Directors)Nomination and Compensation CommitteeAs a consultative body of the Representative Director, President and CEO for decision making and reviewing important business management matters, guided by the basic policies set by the Board of Directors Met 22 times in fiscal 2016The members of the Board of Directors, and Executive Officers 11 membersManagement CommitteeSharing the status of business operations and other important management matters among the company executives, including the members of the Board of Directors, the Audit & Supervisory Board, and Executive OfficersMet 11 times in fiscal 2016Executives, including the members of the Board ofDirectors, the Audit & Supervisory Board, and Executive Officers 24 members (including two Outside Directors and three Outside Audit & Supervisory Board members)Executive CommitteeAudit SystemThe Audit & Supervisory Board consists of five members, including three Outside Audit & Supervisory Board Members. The Audit & Supervisory Board holds a meeting once a month, in principle, discusses and resolves material matters relating to auditing, and also examines in advance matters to be submitted to the Board of Directors for discussion. The Audit & Supervisory Board determines audit policy, task allocation among members and other matters. The Audit & Supervisory Board evaluates the Accounting Auditor based on the evaluation standards established by it, and determines proposals regarding the appointment, dismissal and non-reappointment of the Accounting Auditor to be resolved at the shareholders’ meetings.Accounting audits are conducted by KPMG AZSA LLC, under the audit agreement.The Company has established the Internal Auditing Department, which reports directly to the Representative Director, President and CEO of the Company. The Internal Auditing Department conducts internal audits for not only the Company but also its subsidiaries to check the basic elements necessary for achieving the objectives of internal control from a fair and independent standpoint. In addition, the Internal Auditing Department evaluates the status of development and operation of the internal control over Accounting Audits, Remuneration (FY2016)Status of Convocation of the Meeting of the Board of Directors (FY2016)The Principal Activities of the Outside Directors and Outside Audit & Supervisory Board Members (FY2016)financial reports in accordance with the Financial Instruments and Exchange Act.Amount tobe paid(Millions of Yen)Consideration to be paid for the services (audit attestation services) described in Paragraph 1 of Article 2 of the Certified Public Accountant Act (Act No. 103 of 1948)77Total amount of fees to be paid in cash or otherwiseby the Company or Subsidiaries of the Company91(Note) 1. The Audit & Supervisory Board of the Company has determined to consent to the amount of the remuneration and the like for the Accounting Auditor after performing necessary verifications on the details of the Accounting Auditor’s audit plan, status of performance of accounting audit duties, and the appropriateness of the basis for calculating the remuneration.2. Under the Audit Agreement between the Company and the Accounting Auditor, there is no distinction between the compensation and the like for an audit under the Companies Act and the Financial Instruments and Exchange Act. Moreover, the two amounts cannot be substantially distinguished from each other. Thus, the amount of compensation and the like related to the audit attestation services reflects the total sum of these two kinds of amounts.3. Among the significant subsidiaries, Sunovion Pharmaceutical Inc., Boston Biomedical, Inc., and Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. were audited by auditing firms other than the Accounting Auditor of the Company.42Sumitomo Dainippon Pharma Co., Ltd. Annual Report 2017

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