Annual Report 2009 - Daiichi Sankyo

CORPORATE GOVERNANCE AND INTERNAL CONTROL SYSTEM
As part of an industry that directly affects people’s lives, we do our utmost to
ensure that our business activities as a Global Pharma Innovator meet social
expectations, adhere to global and domestic rules and regulations, and attain
high ethical standards.
Corporate Governance
Besides creating a management structure that can respond
speedily and flexibly to changes in the business environment and
ensuring legal compliance and transparency in management,
Daiichi Sankyo has strengthened its oversight of management and
operational execution processes. We strongly emphasize maintaining
a corporate governance environment that helps us live up
to the expectations and trust of our stakeholders.
Daiichi Sankyo has adopted a corporate auditor system and
employs a corporate officer system to realize rapid management
processes. The Company clearly separates the roles of its Board
of Directors and the president by having the Board of Directors be
responsible for the supervision of operational execution and the
president for operational execution.
For further details, please see the Corporate Governance Report on
our website:
http://www.daiichisankyo.com/corporate/governance/index.html
Operational Execution
The term of office for members of the Board of Directors is set at
one year to clarify management responsibility and create an optimal
system that can respond swiftly to changes in the business
environment. In addition, 4 of the 10 directors are appointed from
outside the Group to strengthen oversight of all aspects of operational
execution and ensure management transparency.
The Board of Directors meets once a month, in principle, to
resolve important operational execution matters and supervise the
execution of duties by directors. In fiscal 2008, the Board of Directors
met 16 times, with the attendance rate for outside directors
and outside corporate auditors at 86.4% and 90.6%, respectively.
In addition, we are striving to improve the speed and appropriateness
of management decisions through discussions on business
execution at the Management Executive Meetings, held once
a week, in principle.
The Board of Directors appoints corporate officers for a oneyear
term of office. Corporate officers are responsible for specified
operational execution tasks under the control and supervision of
the president, and they have a high level of expertise in their relevant
operational fields.
Auditing
The Company’s Board of Corporate Auditors—comprising four corporate
auditors, including two outside corporate auditors—audits the
legal compliance and soundness of management. In fiscal 2008, the
Board of Corporate Auditors met 13 times, and the attendance rate
for outside corporate auditors was 96.2%. To contribute to sound
Corporate Governance Structure
General Meeting of
Shareholders
Appointment/Dismissal
Appointment/Dismissal
Nomination Committee
Compensation Committee
Appointment/Dismissal
Delegation
Appointment/Dismissal
Supervision
Board of Directors
Audits
Audits
Board of
Corporate Auditors
Reports
Reports
Accounting Auditors
Consultation
Recommendation
Management Policies
Direction/Supervision
President
Management
Executive Meeting
Corporate Officers
Divisions/Subsidiaries in
Charge of Operations
Direction
Reports
Audits
Internal Audit
Department
Basic Policies
Reports
Proposals/Reports
Corporate Ethics
Committee
Environmental Management
Committee
Social Contribution
Committee
IT Management
Committee
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Daiichi Sankyo Co., Ltd. Annual Report 2009