Sumitomo Dainippon Pharma Annual Report 2017

DirectorsThe Directors prepare well for meetings of the Board of Directors by proactively collecting the information necessary for promoting discussions at the meetings. The Directors also actively contribute to swift and proper decision making for achieving the Company’s sustainable growth and the enhancement of the corporate value over the mid to long term. The Directors perform their duties for the common interests of both the Company and the shareholders, recognizing their fiduciary responsibilities to shareholders and fully understanding the importance of appropriate communication and cooperation with stakeholders.At present, three of the Outside Directors satisfy the Company’s Independence Criteria for Outside Directors, and having determined that there is no possibility of conflict of interest with ordinary shareholders, the Company has designated them as Independent Outside Directors. From the independent standpoint, the Independent Outside Directors strive to fulfill their expected roles in decision making at meetings of the Board of Directors and supervision of conflicts of interest, among others, based on their knowledge, experience and insights in their respective fields of expertise.Audit & Supervisory Board MembersThe Audit & Supervisory Board Members strive to enhance the effectiveness of audit practices by holding meetings with the Representative Directors on a regular basis, proactively seeking reporting from and discussions with the Directors and employees as necessary and working in collaboration with the Accounting Auditor and the Internal Auditing Department. In addition, the members attend key business meetings, including those of the Board of Directors, to monitor legality and appropriateness of management decisions by the Directors, and proactively audit the implementation status of the internal control system by such means as receiving reports from the Directors and employees on the execution of their duties, requesting additional explanations as necessary and reviewing important approval documents.I was appointed as a new Outside Director for Sumitomo Dainippon Pharma on June 22, 2017. Prior to that point, I had spent four years as an Outside Audit & Supervisory Board Member. I have been transitioned from that role to the new one and now start participating in management’s decision making processes.For more than 45 years, I have been involved with medicine and healthcare. I have observed a remarkable advance in medical science, though there are still many diseases for which treatment protocols are not fully established. Pharmaceutical companies have garnered high expectations for development of new treatments to meet the unmet medical needs and Sumitomo Dainippon Pharma strives to contribute to medical care through leading-edge technologies.I will utilize my many years of knowledge and experience in healthcare to bring an outside viewpoint to the Company and fulfill the function of management supervision and vigilance.Message from the Newly Appointed Outside DirectorYutaka AtomiI was appointed as a new Outside Audit & Supervisory Board Member for Sumitomo Dainippon Pharma on June 22, 2017. As a pharmaceutical company, we are committed to contributing to the realization of health, which is precious to people, by delivering excellent pharmaceutical products. To that end, we are called upon to comply with laws and regulations in our daily activities, while also ensuring fairness, transparency, and a high ethical standard.As an Audit & Supervisory Board Member supporting corporate governance from an external standpoint, I will exchange information with auditing firms and the Internal Auditing Department, and contribute to further enhancing the Company’s governance system through coordination with the other knowledgeable and experienced auditors, while leveraging my diverse background as a corporate executive.Message from the Newly Appointed Outside Audit & Supervisory Board MemberJunsuke FujiiCorporate Governance43Sumitomo Dainippon Pharma Co., Ltd. Annual Report 2017

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