Corporate Governance

Santen believes that it is vital to upgrade and strengthen corporate governance systems in order to achieve and enhance corporate value, and thus returns to shareholders.

Santen has adopted a “Company with Board of Company Auditors” system as defined in Japan’s Companies Act. Santen shall continuously be working to upgrade and strengthen corporate governance by making the most of the current system.

First, the functions of the Board of Directors are to make decisions concerning the vital execution of the business as well as to monitor the execution of the business by the management and Directors. Santen will operate in a manner to maximize both of the above functions.

Santen expects its Outside Directors to be actively involved in the Board of Directors in decision making on individual managerial issues, taking advantage of their wide range of experience and knowledge. Concurrently therewith, Santen shall also ask for their opinions and recommendations from the view of strengthening the function of monitoring Santen’s management.

Furthermore, Santen established the Corporate Strategy Committee, the Nominating Committee and the Executive Compensation Committee, which are all voluntary committees made up of Inside and Outside Directors, with the aim of improving management transparency and objectivity. Also, Santen will, in a compatible manner, realize strong management and speedy business execution under the corporate officer system.

Corporate Auditors audit, as an independent organ which has fiduciary responsibility to shareholders, the Directors’ execution of their duties, not only from the viewpoint of legality, but also with a view to the appropriateness of the decision-making process as well as the efficacy of corporate governance, and submits recommendations to strengthen the function of the Board of Directors and executive sections.

In addition to various statutory functions, the Board of Directors formulates management policies, strategies, and business plans for the Santen Group. The Board of Directors makes decisions relating to the acquisition or disposal of major financial assets and important organizational or personnel-related matters, as well as oversees the conduct of business at Santen and its subsidiaries. To further strengthen the corporate governance system by improving management transparency and objectivity, Santen has established three deliberative committees comprising inside and outside directors. In addition, we have adopted a corporate officers' system to reinforce the management of, and improve the speed of business operations.

Taking into account the knowledge, experience, and skills that are necessary to fulfill its roles and responsibilities, the Board is composed of the appropriate number of members in accordance with the Company Act and the articles of incorporation, ensuring overall balance and diversity.
The composition of the Board of Directors, the Board of Corporate Auditors, and the Committees is as follows:
 

The Company believes that, upon nomination of its candidates for Directors and Corporate Auditors, it is important to establish its effective governance system towards the sustainable enhancement of its corporate value through both of the following: (i) in the meetings of the Board of Directors, Directors and Corporate Auditors that attend are engaged in multifaceted deliberations on the appropriateness of business strategies, risks upon realization thereof and other aspects, and also they appropriately supervise the status of execution thereof; and (ii) the Board of Corporate Auditors conducts the audit from the perspective of not only legality but also appropriateness and effectiveness of the Board of Directors and other executive divisions, and thereby fully exerts its function. Meanwhile, based on the Medium-Term Management Plan, we are focusing on maximizing the prescription pharmaceuticals business. We will expand our sales based on a clear regional strategy and strengthen commercial excellence globally. In addition, we will develop businesses that contribute to sales growth in each region and engage in new businesses that generate synergies in the prescription pharmaceuticals business. The Company considers that the knowledge, experience and ability described in the schedule below are specifically important from the viewpoint of the aforementioned principles and business orientation of the Company. In addition to the life science business, global viewpoint and appropriate business management, the Company will continuously place emphasis on fields such as Sustainability. Upon appointment of Directors and Corporate Auditors, the Company shall ensure balance and diversity by appointing personnel from various backgrounds, including those with expert knowledge and experience, to allow them to provide advice to and supervision of the management from a multifaceted point of view, and shall place importance on valuing individuals without any other distinctions such as gender, age, nationality, race or ethnic group. In addition, in order to increase the objectivity of discussions at meetings of the Board of Directors and the independence and neutrality of the audit by the Corporate Auditors, more than half of the members are outside officers

• Among skills respectively held, two to three skills (maximum three skills), which are specifically advantageous or those with strong relevance to the business of Santen, are described.
• Australian nationality.

To enhance its performance, we decide to analyze and evaluates the effectiveness of the Board of Directors every year. The summary of the latest results of evaluation is as follows:

Santen has adopted a governance system using corporate auditors. Corporate Auditors audit, as an independent organ which has fiduciary responsibility to shareholders, the Directors’ execution of their duties, not only from the viewpoint of legality, but also with a view to the appropriateness of the decision-making process as well as the efficacy of corporate governance, and submits recommendations to strengthen the function of the Board of Directors and executive sections.
The board of corporate auditors consists of four members, including outside auditors. Corporate auditors formulate auditing policies and plans as well as attend meetings of the Board of Directors and other important meetings. In addition, corporate auditors oversee the execution of duties by directors through auditing the operational and financial status of Santen’s headquarters, major operating sites, and subsidiaries.