Concerning systems for ensuring compliance with laws and ordinances and the Company’s Articles of Incorporation in the execution of duties by Directors and other systems for securing appropriateness of duties, the Company has resolved the amended basic policies for building an internal control system based on the global management system for the Group and others at the Board held on April 27, 2023 as follows.
a.Business Management System of the Group
- The Company shall establish “Daiichi Sankyo Group Executive Management Committee Policy,” and form an Executive Management Committee meeting - consisting of executives appointed by Chief Executive Officer (CEO) who are responsible for the main business and functions - which shall deliberate important matters for strategic decision-making by the CEO. Moreover, to conduct smooth and rapid decision-making globally, the Company shall establish the “Daiichi Sankyo Group Decision Policy” and “Decision Regulations.
- The Company shall establish “Daiichi Sankyo Group Global Management Policy,” “Internal Control System Establishment Regulations,” and “Organizational Management Regulations” to clarify the management control system of the Group. The CEO shall communicate the management policy and others to the persons responsible for each business and function, etc., and receive reports from them regarding the status of business execution and operating results, etc. Moreover, the persons responsible for each business and function shall communicate the management policy, etc. to the representatives and others of the Group companies under the management of these businesses and functions, and shall receive reports on the status of business execution and operating results, etc. from the representatives of the Group companies.
- The Company shall introduce a corporate officer system in consideration of speedy decision making and execution of duties.
- The Company shall establish “Daiichi Sankyo Group Group Company Management Regulations” to clarify responsibilities and authorities of each Group company. Moreover, the CEO or the persons responsible and others for the businesses and functions managing each Group company shall receive reports on management and operating results, etc. from the representatives and others of the Group companies.
- The Company shall establish “Daiichi Sankyo Group Financial Reporting Policy” and “Internal Control Regulations on Financial Reporting” and ensure the reliability of financial reporting by properly implementing those regulations.
b. Systems for Ensuring Compliance
- The Company shall formulate the “Daiichi Sankyo Group Corporate Conduct Charter” and the “Daiichi Sankyo Group Employee Code of Conduct” with the aim of ensuring that the Group’s officers, Corporate Officers, and employees maintain a highly ethical perspective and carry out their duties appropriately.
- The Company shall formulate the “Compliance Promotion Regulations” and establish meeting bodies including outside experts to enhance the Daiichi Sankyo Group’s compliance framework and observe the laws, regulations, and corporate ethics of Japan and overseas countries.
- The Company shall establish “Internal Audit Regulations.” The Internal Audit Department and audit functions of the Group companies shall implement internal audit of the status of compliance with laws and ordinances, and the Articles of Incorporation and internal regulations at the Group companies.
- The Company shall take a firm stance toward antisocial forces and organizations that threaten the order and safety of civil society. To prevent antisocial forces and organizations from being involved in the Company’s management activities and to stop such forces and organizations from harming the Company, the Company shall stipulate, as its basic policy, in “Daiichi Sankyo Group Corporate Conduct Charter,” and others that it shall thoroughly forbid relations with antisocial forces and organizations. In addition, the Company shall establish an organizational structure to that end, and strive to eliminate relations with antisocial forces and organizations through means such as collecting information in cooperation with the police and other bodies, and conducting activities to train Directors, Corporate Officers, and employees.
c. Systems Regarding Risk Management
- The Company shall establish “Daiichi Sankyo Group Risk Management Policy,” “Daiichi Sankyo Group Crisis Management Policy,” “Daiichi Sankyo Group BCP Policy,” and others to develop a global risk management system including the Group companies.
- The Internal Audit Department and the audit functions of Group companies shall conduct internal audits of the status of promotion of risk management based on the above regulations and others.
d. Systems Regarding Protection and Management of Information
- The Company shall establish “Daiichi Sankyo Group Information Security Policy,” “Daiichi Sankyo Group Information Security Regulations,” and others develop information security systems, and properly store and manage information relating to the execution of duties by Directors, Audit & Supervisory Board Members, and Corporate Officers in accordance with laws, ordinances and internal regulations of the Company.
- Documents concerning the Directors’ execution of duties, such as the minutes of the General Shareholders Meetings, the Board, and Executive Management Committee meetings, shall be appropriately stored and managed so that they may be viewed at any time by Directors and Audit & Supervisory Board Members.
e. Systems Regarding Audit by Audit & Supervisory Board Members
- Audit & Supervisory Board Members of the Company shall audit the execution of duties by Directors, process and contents of decision-making and the status of the establishment and implementation of internal control systems.
- When Directors of the Company find facts that could badly hurt the Company, they shall immediately report the facts to Audit & Supervisory Board Members.
- Audit & Supervisory Board Members of the Company shall receive reports on the status of execution of duties from Directors, Corporate Officers and employees of the Company as well as Directors, Corporate Officers and employees of Group companies.
- Audit & Supervisory Board Members of the Company shall attend the Executive Management Committee meeting and other important meetings.
- To verify process and details of approvals, the Company shall make Audit & Supervisory Board Members the permanent recipients of approval notification.
- Audit & Supervisory Board Members of the Company shall have meetings with Representative Directors on a regular basis to check management policies and exchange views concerning important issues related to auditing.
- Audit & Supervisory Board Members of the Company shall exchange information with Audit & Supervisory Board Members of the Group companies and closely cooperate with them.
- Audit & Supervisory Board Members of the Company shall coordinate and exchange views with external auditors and the Internal Audit Department.
- The Company shall appoint full-time staff who assist with the duties of Audit & Supervisory Board Members. The full-time staff shall be independent of Directors, and shall execute duties under the directions and orders from Audit & Supervisory Board Members.
- Personnel changes, performance appraisal and others of full-time staff assisting Audit & Supervisory Board Members shall require prior consent of Audit & Supervisory Board.
- The Company shall not treat unfairly any person who reports under the third item in this paragraph or any person who reports according to Daiichi Sankyo Group Employee Code of Conduct and others. because of the fact of such reporting.
- The Company shall bear expenses that may be occurred in executing the duties of Audit & Supervisory Board Members.