Status of Audit by Audit & Supervisory Board Members　for Fiscal 2023

  1. Organization, personnel and procedures of the audit by Audit & Supervisory Board Members

    • The Company is a company with an Audit & Supervisory Board, and Audit & Supervisory Board comprises of five Audit & Supervisory Board Members (two Full-time Audit & Supervisory Board Members and three Outside Audit & Supervisory Board Members), which includes one certified public accountant.
  •  
    • The Company has Office of Audit & Supervisory Board Members, with four full-time staff independent of the execution of business operations, to provide assistance in the execution of the duties of Audit & Supervisory Board Members.
  •  
    • Experience and Specialty of Each Audit & Supervisory Board Member
Name Experience/Specialty
Kenji Sato
Chairperson
Full-time Audit & Supervisory Board Member
 Engaged in research and development, human resources, corporate business management, etc., he is familiar with overall activities of the Company and has a broad perspective and knowledge.
Miyuki Arai
Full-time Audit & Supervisory Board Member
 Engaged in research and development, post-marketing safety control including pharmaceuticals, medical devices and regenerative medicine products and quality assurance, etc., she is familiar with overall activities of the Company and has a broad perspective and knowledge.
Yukiko Imazu
Outside Audit & Supervisory Board Member
 She has a wealth of experience and a wide range of knowledge in overall legal affairs, developed through her experience as a lawyer.
Masako Watanabe
Outside Audit & Supervisory Board Member
 She has a wealth of experience and a wide range of knowledge in overall finance and accounting, developed through her experience as a certified public accountant.
Mitsuhiro Matsumoto
Outside Audit & Supervisory Board Member
 He served in key leadership positions in the National Police Agency, and has a wealth of experience and a wide range of knowledge in such as public administrations, the operation of large organizations, domestic/international risk management.

  1. Activities of Audit & Supervisory Board and its Members (Fiscal 2023)

  • (1) Activities of Audit & Supervisory Board

  • As a general rule, Audit & Supervisory Board meeting is held once a month. The composition and attendance of the Audit & Supervisory Board are as follows.
    Name Attendance/number of times held
    Kenji Sato
    		 14/14 meetings (100%)
    Miyuki Arai
    		 11/11 meetings (100%)
    Yukiko Imazu
    		 14/14 meetings (100%)
    Masako Watanabe
    		 14/14 meetings (100%)
    Mitsuhiro Matsumoto
    		 14/14 meetings (100%)

    *The number of meetings attended by Miyuki Arai in Audit & Supervisory Board indicates only the number of such meetings held after her assumption of office on June 19, 2023.

  • Aside from Audit & Supervisory Board meetings, exchanges of views among Audit & Supervisory Board Members are held after the Board of Directors (the Board), etc.
  • 20 proposals were placed on the meeting agenda this fiscal year, and approximately 130 minutes was devoted to a regular monthly Audit & Supervisory Board meeting on average.

  • (2) Specific sharing and considerations in Audit & Supervisory Board meetings

  • Audit policy, audit plans, and division of duties
  • Audit Report by Audit & Supervisory Board
  • Consent for the Proposal in General Shareholders Meeting “Election of Audit & Supervisory Board Members”
  • Evaluation and appointment/reappointment of Accounting Auditors
  • Consent for Remuneration of Accounting Auditors
  • Evaluation of the effectiveness of Audit & Supervisory Board
  • Internal audit plans and the results
  • Non-assurance services by provided Accounting Auditors
  • Status report on audit by Audit & Supervisory Board Members of domestic Group companies
  • Monthly execution status of duties by Audit & Supervisory Board Members

  • (3) Activities of Audit & Supervisory Board Members

  • Regular meetings with Representative Directors: Held twice a year (by Full-time/Outside Audit & Supervisory Board Members)
  • Regular meetings with chairperson of the Board: Held twice a year (by Full-time Audit & Supervisory Board Members)
  • Meetings with Directors: Held once a year (by Full-time Audit & Supervisory Board Members)
  • Attendance at important meetings: The Board, Executive Management Committee (by Full-time/Outside Audit & Supervisory Board Members), Corporate Ethics Committee and EHS Management Committee (by Full-time Audit & Supervisory Board Members), Nomination Committee and Compensation Committee (by Outside Audit & Supervisory Board Members)
  • Attendance at important meetings of the domestic Group companies: Acting as Part-time Audit & Supervisory Board Members of the principal domestic Group companies, attendance in meetings of bodies such as the Board and Executive Management Committee meeting of such companies and perusal of important documents of such companies (by Full-time Audit & Supervisory Board Members)Perusal of documents: Important documentation that includes approval documents, materials and minutes of important meetings (by Full-time Audit & Supervisory Board Members)
  • Interviews by Audit & Supervisory Board Members: All Heads of Unit, Heads of global corporate functions, Heads of Division, Vice Presidents (department), Presidents of domestic and overseas Group companies, etc. (by Full-time/Outside Audit & Supervisory Board Members)
  • Visits by Audit & Supervisory Board Members: Major domestic and overseas business sites
  • Cooperation with Outside Directors: Holding meetings to exchange views (by Outside Audit & Supervisory Board Members), Individual interviews (by Full-time Audit & Supervisory Board Members).
  • Meetings with Audit & Supervisory Board Members of domestic Group companies: Held three times a year (by Full-time Audit & Supervisory Board Members)
  • Cooperation with secondary control corporate functions: Receiving reports on the status of establishing and implementing the internal control system, as well as obtaining relevant information (by Full-time Audit & Supervisory Board Members)
  • Cooperation with the Internal Audit Department: Receiving explanation of Reporting internal audit plans and the results (by Full-time/Outside Audit & Supervisory Board Members), and engaging in exchange of views, confirming audit points before internal audits, information-sharing and exchange of views at monthly meetings etc.(by Full-time Audit & Supervisory Board Members), attendance of Internal Audit Department at meetings between Audit & Supervisory Board Members and Accounting Auditors (by Full-time Audit & Supervisory Board Members)
  • Cooperation with the Accounting Auditors: Receiving briefings and reports from the Accounting Auditor on matters that include the audit plan, audit/quarterly review results, results of internal control audit (J-SOX), and engaging in information-sharing and exchange of views on recent topics on a monthly basis, consultation about Key Audit Matters (KAM) (by Full-time/Outside Audit & Supervisory Board Members)

Audit & Supervisory Board evaluation for fiscal 2023

Audit & Supervisory Board evaluation for fiscal 2023 is conducted to heighten its effectiveness of Audit & Supervisory Board.

＜Method of Audit & Supervisory Board evaluation＞

Audit & Supervisory Board determined a wide range of evaluation items associated with Audit & Supervisory Board effectiveness. Each Audit & Supervisory Board Member conducted a self-evaluation of Audit & Supervisory Board, then discussed those matters.

＜Evaluation results of Audit & Supervisory Board＞

The results confirmed that Audit & Supervisory Board largely carries out its activities appropriately and that its effectiveness has been ensured.
In the next fiscal year, Audit & Supervisory Board will pay particular attention to the status of further strengthening corporate functions in the midst of global business expansion, as well as monitoring the progress of building a data-driven management platform.