Sumitomo Dainippon Pharma Annual Report 2017
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Sumitomo Chemical Co., Ltd. is the parent company of Sumitomo Dainippon Pharma with a 50.65% share of voting rights. Respect for our autonomy is affirmed by the parent company and our management independence is maintained, with no requirements for approvals by the parent company concerning our business operations.Furthermore, no director of Sumitomo Chemical is appointed as a director of Sumitomo Dainippon Pharma. Sumitomo Dainippon Pharma retains some personnel seconded from the parent company based on our own judgment, and believes this has no influence on our business management or operations.Sumitomo Dainippon Pharma believes that the interests of other shareholders are not negatively affected.Sumitomo Dainippon Pharma takes the appropriate measures so that the rights of shareholders are actually ensured, sending out a notice of convocation of the annual shareholders’ meeting approximately three weeks before the date of the meeting to facilitate the exercise of voting rights and other rights of shareholders and posting the materials on the Company’s website two days before the convocation notices are sent out. For foreign shareholders, Sumitomo Dainippon Pharma posts an English translation of the convocation notice and other materials on the Company’s website at the same time as the Japanese version. Methods of voting include the Electronic Voting Platform and other digital methods in addition to conventional voting in writing. In addition, details of the results of resolutions on proposals at the annual shareholders’ meeting are submitted to the Kanto Local Finance Bureau in an extraordinary report and disclosed on our website.Sumitomo Dainippon Pharma shall strive to facilitate purposeful dialogues with shareholders, investors, etc., in accordance with “Basic Policy for Promoting Constructive Dialogues with Shareholders, Investors, etc.”Sumitomo Dainippon Pharma regularly holds meetings with analysts and institutional investors from Japan and from abroad. In Japan, meetings are held to coincide with financial results announcements at the end of the second and fourth quarters, while conference calls are carried out for announcements of financial results of the first and third quarters. In addition, meetings focused on specific topics are held as appropriate. Our R&D Meeting was held in February 2017.We conduct regular visits for foreign shareholders. We also dub the meetings and conference calls held in Japan into English (including the Q&As) and post them on our website. We also take part in the small meetings arranged by securities firms in Japan for foreign investors.We strive to hold meetings for individual investors several times a year and in fiscal 2016 held three such meetings.We also post other materials on our website in Japanese and English as appropriate. These materials include financial results summaries and supplementary materials, materials from investor meetings (including video streaming), press releases, annual reports, Fact Books and notices of convocation for the annual shareholders’ meeting among others.Sumitomo Dainippon Pharma has group company management rules in place to ensure group companies implement appropriate business operations. Each of the Sumitomo Dainippon Pharma divisions in charge of business management of group companies is required to monitor execution of business of group companies and provide instruction to and support for group companies, as appropriate.The Sumitomo Dainippon Pharma Group is promoting a group-wide CSR management system, including establishment and maintenance of group corporate governance structure, enhancement of global compliance system, and promotion of social contribution efforts.Factors That Could Significantly Influence Corporate GovernanceEfforts to Facilitate the Exercise of Voting RightsDialogue with Shareholders and InvestorsSubsidiary Management Structure and GovernanceMajor SubsidiariesCorporate GovernanceOwnershipRatio (%)Name100%100%100%100%100%100%100%DSP Gokyo Food & Chemical Co., Ltd.Manufacturing and sales of food ingredients, food additives, chemical product materials, etc.DS Pharma Animal Health Co., Ltd.Manufacturing and sales of veterinary medicines, etc.DS Pharma Biomedical Co., Ltd.Manufacturing and sales of diagnostics, etc.Sunovion Pharmaceuticals Inc.Manufacturing and sales of pharmaceuticalsBoston Biomedical, Inc.Research and development in the oncology areaTolero Pharmaceuticals, Inc.Research and development in the oncology areaSumitomo Pharmaceuticals (Suzhou) Co., Ltd.Manufacturing and sales of pharmaceuticalsJapanOutsideJapan45Sumitomo Dainippon Pharma Co., Ltd. Annual Report 2017

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