Basic Approach to Corporate Governance
The Company passed a resolution on the following Basic Policy on Corporate Governance, and has been continually implementing the basic policy.
Factors That Could Significantly Influence Corporate Governance
Sumitomo Chemical Co., Ltd. is the parent company of Sumitomo Dainippon Pharma with a 51.13% (as of September 30, 2017) share of voting rights. Sumitomo Dainippon Pharma understands that respect for autonomy is affirmed by the parent company and management independence is maintained, with no restraints on approvals or other matters by the parent company concerning Sumitomo Dainippon Pharma's business operations.
Furthermore, no directors of Sumitomo Chemical sit on the Sumitomo Dainippon Pharma Board of Directors. Sumitomo Dainippon Pharma retains some personnel seconded from the parent company based on Sumitomo Dainippon Pharma's own judgment, and believes this has no influence on Sumitomo Dainippon Pharma's management or business operations. Respect for autonomy is affirmed by the parent company and Sumitomo Dainippon Pharma's independence is maintained.
Based on the above, Sumitomo Dainippon Pharma understands that the interests of its retail shareholders are not impaired by its parent company.
Sumitomo Dainippon Pharma Co., Ltd. (the "Company") has established the Basic Policy on Corporate Governance and 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.
The Company has elected the organizational structure of a "Company with an Audit & Supervisory Board" and has appointed Independent Outside Directors 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 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 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.
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.
Sumitomo Dainippon Pharma has appointed five Audit & Supervisory Board members, three of whom are outside members. The Audit & Supervisory Board, composed of all the Audit & Supervisory Board members, determines audit policy, task allocation among members and other matters. In line with these matters, each member works to create an environment for greater audit effectiveness, including regular meetings with the representative directors, proactive reporting from and discussions with the other directors and employees, cooperation with the accounting auditor and the Internal Auditing Department, and furthermore, cooperation among all parties involved in auditing. In addition, members attend key business meetings including those of the Board of Directors to confirm the legality and appropriateness of management decisions by the directors and proactively audit the operational status of the internal control system through measures including receiving reports from directors and employees on the status of task execution, requesting explanation as necessary and viewing significant approval forms and other documents. The dedicated staff has been established for the Audit & Supervisory Board members to raise the effectiveness of their audits and to smoothly accomplish auditing tasks.
Accounting audits are handled by KPMG AZSA LLC, based on an audit agreement. Internal audits are carried out by the Internal Auditing Department, which reports directly to the President of Sumitomo Dainippon Pharma. The basic elements for achieving the objectives of internal control, including subsidiaries, are audited from a fair and independent standpoint.
Development of an Internal Control System
The Board of Directors of Sumitomo Dainippon Pharma passed a resolution on the basic policies for the development of a system to ensure appropriate business operation. The status of implementation efforts pursuant to the basic policies for each year is reported based on the Companies Act at the Board of Directors meeting held in the last month of the fiscal year and the basic policies are revised as necessary to improve the system.