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.
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:
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.