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 will continuously be working to upgrade and strengthen corporate governance by making the most of the current system.
First, the function of the Board of Directors is 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 with a focus on swift and appropriate managerial decision-making.
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. Santen will also ask for their opinions from the view of strengthening the function of monitoring Santen′s management.
Furthermore, Santen has taken some specific steps such as establishing the Corporate Strategy Committee, the Nominating Committee and the Executive Compensation Committee, which are all voluntary committees made up of Inside and Outside Directors, and introducing a corporate officer system to strengthen management and improve the speed of business execution. Santen will go forward with the aim of improving management transparency and objectivity.
Corporate Auditors audit the Board of Directors and executive sections by utilizing the Corporate Auditor′s Group or collaborating with the Internal Auditing Group, bringing into view not only the legality but also the appropriateness and effectiveness of the performance of their duties, and Santen will endeavor to strengthen their function.
Basic Policy On Corporate Governance
Corporate Governance Report
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.
The Composition of the Board of Directors and others
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:
Composition of the Board of Directors, the Board of Corporate Auditors, and the Committees (as of June 2021)
Skill Matrix of Directors and Corporate Auditors
Santen believes that, upon nomination of its candidates for Director and Corporate Auditor, 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 WORLD VISION "Happiness with Vision" and new long-term vision "Santen 2030," Santen endeavors to solve social issues through vision by standing by medical professionals and patients and providing innovative value as a Social Innovator beyond the borders of the pharmaceutical industry. Also, in these efforts, Santen will exercise leadership globally allowing us to contribute to people around the world based on ophthalmologic medical needs which differ depending on countries and areas.
Santen considers that, in addition to planning and carrying out corporate strategies as well as appropriate business administration, the knowledge, experience and ability described in the schedule below are specifically important from the viewpoint of the aforementioned principles and business orientation of Santen. In addition to the life science business and global viewpoint, Santen will continuously place emphasis on fields such as ESG and service to society. Upon appointment of Directors and Corporate Auditors, Santen 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 limitations. Moreover, Santen respects the balance between inside and Outside Directors to secure the objectiveness of discussions, and concurrently therewith, especially with regard to the Board of Corporate Auditors, it has been stipulated that a majority of its offices shall be taken by Outside Corporate Auditors who satisfy the criteria of independence to enhance the independence and neutrality of the audit.
*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.
Evaluation of the Effectiveness of the Board of Directors
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:
Board of Corporate Auditors
Santen has adopted a governance system using corporate auditors. Santen will continue to further heighten the effectiveness and efficiency of this auditing system in collaboration with internal audit divisions. 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.