アンジェス(4563) – NOTICE OF THE 23RD ANNUAL GENERAL MEETING OF SHAREHOLDERS

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開示日時:2022/03/19 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.12 61,005 -306,525 -305,609 -34.46
2019.12 32,676 -327,000 -326,545 -35.81
2020.12 4,000 -559,939 -558,842 -35.33

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
361.0 400.28 710.075

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.12 -257,293 -252,250
2019.12 -218,632 -217,992
2020.12 -304,225 -296,133

※金額の単位は[万円]

▼テキスト箇所の抽出

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. (Stock Exchange Code 4563) March 7, 2022 To Shareholders with Voting Rights: Ei Yamada President and Chief Executive Officer AnGes, Inc. 7-7-15, Saito-asagi, Ibaraki, Osaka NOTICE OF THE 23RD ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear shareholders: You are hereby notified that the 23rd Annual General Meeting of Shareholders of AnGes, Inc. (the “Company”) will be held for the purposes as described below. To reduce the risk of the novel coronavirus disease (COVID-19) infection, we strongly request that shareholders refrain from attending the meeting in person on the day of the meeting regardless of their health condition. Shareholders who are elderly or have any underlying disease are requested to exercise careful judgment as they are believed to be severely affected by the infection. Instead of attending the meeting in person, you can exercise your voting right by either of the following methods. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 10:00 p.m. on Tuesday, March 29, 2022, Japan time. [Exercising your voting rights via mail (in writing)] Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form and return it by mail so that it is received by the deadline specified above. [Exercising your voting rights via the Internet] Please enter your vote for or against each proposal in accordance with the instructions displayed on the screen either by scanning the QR Code shown on the enclosed Voting Right Exercise Form or accessing the website for the exercise of voting rights (https://evote.tr.mufg.jp/). 1. Date and Time: 2. Place: 3. Meeting Agenda: Items to be reported: Wednesday, March 30, 2022 at 10:00 a.m., Japan time HERBIS HALL, HERBIS OSAKA B2F 2-5-25 Umeda, Kita-ku, Osaka 1. The Business Report, Consolidated Financial Statements for the Company’s 23rd Fiscal Year (January 1, 2021 – December 31, 2021) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company’s 23rd Fiscal Year (January 1, 2021 – December 31, 2021) Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Partial Amendments to the Articles of Incorporation Election of 6 Members of the Board Election of 1 Substitute Corporate Auditor – 1 – When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. A company briefing session for shareholders will be held following adjournment of the General Meeting of Shareholders. As the “Status of Share Acquisition Rights” in the Business Report, the “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements and the “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial Statements are posted on the Company’s website (https://www.anges.co.jp/en/) as stipulated by laws, regulations and Article 16 of the Articles of Incorporation, they are not included in the attached documents to this Notice of Annual General Meeting of Shareholders. As such, the attached documents include only an excerpt of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor in preparing its accounting audit report, and the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Corporate Auditors in preparing their audit report. In the event of revision to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements or Consolidated Financial Statements, such revisions will be posted on the Company’s website (https://www.anges.co.jp/en/). Please be advised in advance that the resolutions adopted at the 23rd General Meeting of Shareholders (Notice of Resolutions of the Annual General Meeting of Shareholders) will also be posted on the Company’s website. – 2 – Reference Documents for the General Meeting of Shareholders Proposals and References 1. Reasons for the Proposal Proposal 1: Partial Amendments to the Articles of Incorporation The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to establish provisions that information contained in the reference documents for general meetings of shareholders, etc. shall be provided electronically and that the Company may limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it, the Articles of Incorporation of the Company shall be amended as follows. In addition, the current provision, Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc., will be deleted as it is no longer needed, and supplementary provisions will be established regarding the effective dates or others associated with these changes. (The underlined sections denote amendments.) Proposed Amendments (Deleted) 2. Details of the Amendments The details of the amendments are as follows: Current Articles of Incorporation Article 16. Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc. The Company may, for convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference documents for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated financial statements, by disclosing such information through the Internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. (Newly established) Article 16. Measures for Electronic Provision, etc. The Company shall, when convening a general meeting of shareholders, provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. 2. Among the measures to be provided electronically, the Company may choose not to include all or part of the measures stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. Supplementary Provisions 1. The deletion of Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) of the current Articles of Incorporation and the new establishment of the proposed Article 16 (Measures for Electronic Provision, etc.) shall come into effect on September 1, 2022. 2. Notwithstanding the provisions of the preceding paragraph, Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held by March 31, 2023. (Newly established) – 3 – Current Articles of Incorporation Proposed Amendments 3. These supplementary provisions shall be deleted on March 1, 2023 or after the lapse of three months from the general meeting of shareholders set forth in the preceding paragraph, whichever is later. – 4 – Proposal 2: Election of 6 Members of the Board Shareholders. The terms of office of all 4 Members of the Board will expire at the conclusion of this General Meeting of Accordingly, the Company proposes the election of 6 Members of the Board. The candidates for Members of the Board are as follows: No. Name Reappointment Ei Yamada Current positions at the Company President and Chief Executive Officer Attendance at the Board of Directors meetings 100% (18/18) Norikazu Eiki Member of the Board Junichi Komamura Member of the Board Makoto Hara Member of the Board 1 2 3 4 5 6 Reappointment External Independent Reappointment External Independent Reappointment External Independent New appointment External Independent Kimiko Murofushi New appointment Naoya Sato 100% (18/18) 100% (18/18) 100% (18/18) — — – 5 – No. Name (Date of birth) 1 Reappointment Ei Yamada (June 27, 1950) Past experience, positions, responsibilities and significant concurrent positions April 1981 April 1982 January 1995 August 2000 May 2001 Special Researcher, Japan Society for the Promotion of Science Joined Mitsubishi Kasei Corporation (currently Mitsubishi Chemical Corporation) Joined Sosei K.K. Joined Takara Shuzo Co., Ltd. Director, Dragon Genomics Inc. (currently Takara Bio Inc.) Joined AnGes MG, Inc. (currently AnGes, Inc.) General Manager of Business Development Member of the Board, AnGes MG, Inc. (currently AnGes, Inc.) August 2001 September 2002 President and Chief Executive Officer, AnGes MG, Inc. Number of shares of the Company held 104,000 (currently AnGes, Inc.) (current) (Significant concurrent positions) President, AnGes USA, Inc. External Board Member, MyBiotics Pharma Ltd. External Member of the Board, EmendoBio Inc. [Reasons for appointment as a candidate for Member of the Board] Since taking office as the President and Chief Executive Officer in September 2002, Mr. Ei Yamada has overseen decisions on management strategies, research and development, business development and management work as the chief executive of the Group. Moreover, he has experience, knowledge, and strong leadership skills required for steadily executing management objectives of the Group. Therefore, the Company has judged that Mr. Yamada will be well qualified as a Member of the Board of the Company and appointed him as a candidate for Member of the Board again. Joined Nihon Ciba-Geigy K.K. Joined Bayer Yakuhin, Ltd. Director (Shiga Factory Manager), Bayer Yakuhin, Ltd. Representative Director & President, Bayer Yakuhin, Ltd. Representative Director & Chairman, Bayer Yakuhin, Ltd. Director & Chairman, Bayer Yakuhin, Ltd. Member of the Board (External Director), AnGes MG, Inc. (currently AnGes, Inc.) (current) August 1979 January 1994 March 1997 July 2002 January 2007 April 2010 May 2014 Reappointment External — 2 Independent Norikazu Eiki (April 17, 1948) (Significant concurrent positions) Outside Director, FunPep Co., Ltd. Outside Director, Towa Pharmaceutical Co., Ltd. External Director, Solasia Pharma K.K. Outside Director, Kidswell Bio Corporation [Reasons for appointment as a candidate for External Director and expected roles] Mr. Norikazu Eiki has extensive experience and knowledge as a manager of a pharmaceutical company and provides valuable advice on the Company’s management as an External Director. Therefore, the Company has judged that he will fulfill the responsibilities as External Director and appointed him as a candidate for External Director again. Mr. Eiki will have served as an External Director of the Company for 7 years and 10 months at the conclusion of this General Meeting of Shareholders. – 6 – No. Name (Date of birth) Past experience, positions, responsibilities and significant concurrent positions Number of shares of the Company held April 1973 April 1996 August 2003 October 2003 April 2004 June 2004 April 2005 October 2006 March 2012 Reappointment External 3 Independent Junichi Komamura (May 3, 1950) Joined Mitsubishi Corporation Directors, portfolio companies of Mitsubishi Corporation in Italy and the UK Executive Officer, Morishita Jintan Co., Ltd. Executive Officer and Head of Corporate Planning, Morishita Jintan Co., Ltd. Managing Executive Officer and Head of Corporate Planning, Morishita Jintan Co., Ltd. Director, Managing Executive Officer and Head of Corporate Planning, Morishita Jintan Co., Ltd. Senior Managing Director and Senior Managing Executive Officer, Morishita Jintan Co., Ltd. November 2005 Representative Director and Senior Managing Executive Officer, Morishita Jintan Co., Ltd. Representative Director and President, Morishita Jintan Co., Ltd. Member of the Board (External Director), AnGes MG, Inc. (currently AnGes, Inc.) (current) (Significant concurrent positions) External Director, Nippon Pillar Packing co., Ltd. External Director, Tokai Trading Co., Ltd. [Reasons for appointment as a candidate for External Director and expected roles] Mr. Junichi Komamura has extensive experience and knowledge as a corporate manager and provides valuable advice on the Company’s management as an External Director. Therefore, the Company has judged that he will fulfill the responsibilities as External Director and appointed him as a candidate for External Director again. Mr. Komamura will have served as an External Director of the Company for 10 years at the conclusion of this General Meeting of Shareholders. 4 Reappointment External Independent Makoto Hara (March 15, 1951) April 1974 August 1999 April 2003 June 2005 April 2008 April 2010 September 2010 June 2011 April 2012 June 2016 March 2018 Joined Sumitomo Chemical Co., Ltd. (currently Sumitomo Chemical Company Limited) General Manager, Corporate Planning Office, Sumitomo Pharmaceuticals Co., Ltd. General Manager, Pharmaceutical Operations Office, Sumitomo Chemical Company Limited General Manager, Petrochemicals & Plastic Office, Sumitomo Chemical Company Limited Executive Officer, General Manager, Corporate Planning & Coordination Office, Finance & Accounting, Sumitomo Chemical Company Limited Managing Executive Officer, Sumitomo Chemical Company Limited Senior Managing Executive Officer, Sumitomo Chemical Company Limited Senior Executive Officer, Sumitomo Dainippon Pharma Co., Ltd. Member, Board of Directors, Senior Executive Officer, Sumitomo Dainippon Pharma Co., Ltd. Member, Board of Directors, Executive Vice President, Sumitomo Dainippon Pharma Co., Ltd. Advisor, Sumitomo Dainippon Pharma Co., Ltd. Member of the Board (External Director), AnGes, Inc. (current) [Reasons for appointment as a candidate for External Director and expected roles] Mr. Makoto Hara has extensive experience and knowledge as a manager of a pharmaceutical company and provides valuable advice on the Company’s management as an External Director. Therefore, the Company has judged that he will fulfill the responsibilities as External Director and appointed him as a candidate for External Director again. Mr. Hara will have served as an External Director of the Company for 4 years at the conclusion of this General Meeting of Shareholders. — — – 7 – Number of shares of the Company held No. Name (Date of birth) 5 New appointment External Independent Kimiko Murofushi (April 9, 1947) Past experience, positions, responsibilities and significant concurrent positions March 1972 March 1976 April 1977 April 1983 April 1996 Master of Science, Ochanomizu University Ph.D., Graduate School of Medicine, The University of Tokyo Research Associate, The Public Health Research Institute of the City of New York (U.S.) Assistant Professor, Faculty of Science/Graduate School of Humanities and Sciences, Ochanomizu University Professor, Faculty of Science/Graduate School of Humanities and Sciences, Ochanomizu University July 2003 December 1999 Visiting Professor, Université Louis Pasteur (currently Université de Strasbourg) (France) Council Member, Science Council of Japan, the 19th Term (through the 22nd Term) Outside Director, Bridgestone Corporation Professor Emeritus, Professor of Endowed Research Division, Ochanomizu University President, Ochanomizu University Auditor, Japan Agency for Medical Research and Development April 2015 April 2015 November 2021 Docteur Honoris Causa, Université de Strasbourg (France) March 2011 May 2013 [Reasons for appointment as a candidate for External Director and expected roles] Ms. Kimiko Murofushi has extensive global experience and knowledge in the development of researchers as a biological researcher. Moreover, she has successively served as a government committee member and in other roles. The Company expect her to give objective opinions or advice regarding overall management. Therefore, the Company has judged that she will fulfill the responsibilities as External Director and appointed her as a new candidate for External Director. 6 New appointment Naoya Sato (April 25, 1960) April 1985 April 2010 April 2013 June 2015 April 2020 May 2020 October 2021 Joined Mitsubishi Kasei Corporation (currently Mitsubishi Chemical Corporation) Manager, International Business Department, Mitsubishi Tanabe Pharma Corporation General Manager, Department I, Pharmacology Research Laboratories II, Mitsubishi Tanabe Pharma Corporation Seconded as Specially Appointed Professor, TMK Project, Medical Innovation Center, Graduate School of Medicine, Kyoto University Retired from Mitsubishi Tanabe Pharma Corporation Joined AnGes, Inc. Director of Office of the President Director of Corporate Development, AnGes, Inc. (current) [Reasons for appointment as a candidate for Member of the Board] Mr. Naoya Sato has long been involved in research and development at a pharmaceutical company, experiencing industry-academia collaboration with university and other institutions. Moreover, he has experience, knowledge, and leadership skills required for steadily executing objectives of the Company as a person responsible for corporate development in the Company. Therefore, the Company has judged that Mr. Sato will be well qualified as a Member of the Board of the Company and appointed him as a new candidate for Member of the Board. — — – 8 – (Notes) 1. There are no special interests between the candidates and the Company. 2. Messrs. Norikazu Eiki, Junichi Komamura and Makoto Hara as well as Ms. Kimiko Murofushi are candidates for External Directors. 3. The Company has designated and registered Messrs. Norikazu Eiki, Junichi Komamura and Makoto Hara as Independent Directors as stipulated by the Tokyo Stock Exchange. In addition, the Company will designate and register Ms. Kimiko Murofushi as Independent Director as stipulated by the Tokyo Stock Exchange if she is elected as External Director. 4. The Company has entered into liability limitation agreements with Messrs. Norikazu Eiki, Junichi Komamura and Makoto Hara as stipulated in Article 427, Paragraph 1 of the Companies Act and Article 29 of the Company’s Articles of Incorporation, and will continue the agreements if their appointments are approved. The limit of the liability for compensation of damages under such agreement is the amount stipulated in each item of Article 425, Paragraph 1 of the Companies Act. This limit will be applicable only when the performance of their duties giving rise to such responsibilities is recognized to have been carried out in good faith and with no gross negligence. The Company will enter into the same liability limitation agreement with Ms. Kimiko Murofushi, if she is elected as External Director. 5. The Company has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In the event of a claim for damages submitted by a shareholder or a third party, the said insurance contract shall cover damages including compensation for damages and legal expenses to be borne by the insureds. The candidates will be insured under the insurance contract if their election is approved. The premiums of the said insurance are paid by the Company, including riders. Therefore, the insureds do not bear the actual premiums. – 9 – Proposal 3: Election of 1 Substitute Corporate Auditor The advance election of 1 Substitute Corporate Auditor is proposed in preparation of a shortfall in the number of Corporate Auditors prescribed by laws and regulations. The Board of Corporate Auditors has previously given its approval to this proposal. The appointment of the candidate elected may be revoked by a resolution of the Board of Directors upon approval by the Board of Corporate Auditors, provided that the revocation takes place before the elected candidate assumes office. The candidate for Substitute Corporate Auditor is as follows: Name (Date of birth) Past experience, positions and significant concurrent positions Number of shares of the Company held Akihiro Narimatsu (August 12, 1947) — April 1973 October 2001 July 2003 June 2004 July 2004 July 2006 October 2007 March 2013 March 2017 Joined Mitsubishi Kasei Corporation (currently Mitsubishi Chemical Corporation) CEO, Mitsubishi Pharma America, Inc. (currently Mitsubishi Tanabe Pharma Holdings America, Inc.) Executive Officer, Deputy General Manager, Production Division, Mitsubishi Pharma Corporation (currently Mitsubishi Tanabe Pharma Corporation) Managing Executive Director, Deputy General Manager, Production Division, Mitsubishi Pharma Corporation Managing Executive Director, General Manager, Production Division, Mitsubishi Pharma Corporation Corporate Auditor, Mitsubishi Pharma Corporation Corporate Auditor, Mitsubishi Tanabe Pharma Corporation External Standing Corporate Auditor, AnGes MG, Inc. (currently AnGes, Inc.) External Corporate Auditor, AnGes MG, Inc. (currently AnGes, Inc.) [Reasons for appointment as a candidate for Substitute External Corporate Auditor] Mr. Akihiro Narimatsu has extensive experience and knowledge in the pharmaceutical industry and has adequately performed his duties as an External Corporate Auditor of the Company over the years. Therefore, the Company has judged that he will execute his duties as an External Corporate Auditor appropriately and appointed him as a candidate for Substitute External Corporate Auditor. (Notes) 1. There are no special interests between the candidate and the Company. 2. Mr. Akihiro Narimatsu is a candidate for Substitute External Corporate Auditor. 3. 4. If Mr. Akihiro Narimatsu assumes office as External Corporate Auditor, the Company will designate and register him as Independent Corporate Auditor as stipulated by the Tokyo Stock Exchange. If Mr. Akihiro Narimatsu assumes office as External Corporate Auditor, the Company will enter into a liability limitation agreement, as stipulated in Article 427, Paragraph 1 of the Companies Act and Article 38 of the Company’s Articles of Incorporation. The limit of the liability for compensation of damages under such agreement is the amount stipulated in each item of Article 425, Paragraph 1 of the Companies Act. This limit will be applicable only when the performance of his duties giving rise to such responsibilities is recognized to have been carried out in good faith and with no gross negligence. 5. The Company has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In the event of a claim for damages submitted by a shareholder or a third party, the said insurance contract shall cover damages including compensation for damages and legal expenses to be borne by the insureds. Mr. Akihiro Narimatsu will be insured under the insurance contract if he assumes office as External Corporate Auditor. The premiums of the said insurance are paid by the Company, including riders. Therefore, the insureds do not bear the actual premiums. – 10 – Business Report (January 1, 2021 to December 31, 2021) (Attached documents) I. Current Status of the Group 1. Business Progress and Results General overview The Group (the Company, and three consolidated subsidiaries) is marketing the HGF gene therapy product Collategene®, indicated for the improvement of ulcers in chronic arterial occlusive disease, after obtaining conditional and time-limited domestic approval for its manufacturing and distribution in the fiscal year 2019. In addition, we began conducting optional newborn screening test for rare hereditary diseases at AnGes Clinical Research Laboratory (ACRL, former Registered Clinical Laboratory) established in April 2021. Regarding Collategene®, we have proceeded with post marketing surveillance to obtain the regular approval in Japan. In parallel to this, we have been conducting Phase III clinical trials for resting pain with the aim of expanding the indications for this product and have completed the target number of administrations. We also have been conducting Phase IIb clinical trials in the U.S. for the treatment of arteriosclerosis obliterans patients with lower limb ulcers. Regarding NF-κB decoy oligonucleotide, the administration of Phase Ib clinical trials for discogenic low back pain has been completed, confirming results of its safety and efficacy. Regarding the hypertensive DNA vaccine, the administration of Phase I/IIa clinical trials was completed. No serious adverse event was observed and its safety was confirmed. We will consider moving on to clinical studies for commercialization. Furthermore, in March 2020, the Group started the development of a prophylactic DNA vaccine targeting COVID-19. To increase the efficacy, Phase I/II clinical trials have been conducted with a high-dose formulation with a target number of 400 cases, whose inoculation was completed in November 2021. In addition, Phase I clinical trials for AV-001, which is being jointly developed with Canada-based Vasomune Therapeutics, Inc. (hereinafter “Vasomune”), for the treatment of COVID-19 in healthy subjects, have been underway in the U.S. to confirm safety and tolerability. In addition to these existing projects, the Company has made EmendoBio Inc. (hereinafter “Emendo”), which possesses novel genome editing technology and a development pipeline, a subsidiary to promote genome drug discovery. We are in discussions with the Emendo’s management to prepare for the promotion of development projects in the future. By expanding its development pipeline through joint development with strategic partners and capital participation in other companies, the Company aims to become a global leader in the field of gene medicine. The Group records sales income from the HGF gene therapy product Collategene® as net sales of finished goods and that from the optional newborn screening tests for rare hereditary diseases as commission income. Upfront payments and milestone payments from partner companies are recorded as research and development revenues. Our research and development activities are progressing as described in the “Overview of R&D” section below. As a result, for the fiscal year ended December 31, 2021, the Company recorded business revenues of 64 million yen (an increase of 24 million yen (60.4%) year-on-year), ordinary loss of 13,588 million yen (ordinary loss of 6,618 million yen in the previous fiscal year), and loss attributable to owners of parent of 13,675 million yen (loss attributable to owners of parent of 4,209 million yen in the previous fiscal year). The Company included the results of Emendo, which became a subsidiary in December 2020, in the consolidated income statement from the fiscal year under review. Overview of R&D With the aim of becoming a global leader in the field of gene medicine, we are engaged in the development of pharmaceuticals with a focus on gene therapy. In particular, with regard to COVID-19 that has been spreading since the end of 2019, we are pursuing development in and outside Japan based on two axes: prophylactic vaccines and therapeutic drugs. In the field of genome editing, which is the ultimate gene therapy, we have made Emendo, a company with advanced technology, a subsidiary. Working with Emendo and using genome editing technology, – 11 – we will develop drugs for diseases for which there has been no treatment. Specifically, we are considering launching a project of the developed product that targets ELANE (neutrophil elastase gene) -related severe congenital neutropenia, by using Emendo’s technology (OMNI Platform) that can create new genome-editing tools and be safely used in the treatment of patients. The HGF gene therapy product Collategene®, which was commercialized in September 2019, is undergoing clinical trials in and outside Japan with the aim of expanding its indications and gaining approval in the U.S. We have also been active in out-licensing activities and signed a basic agreement regarding the approval of exclusive sales rights with Israeli company Kamada Ltd. and Turkish company Er-Kim to commercialize Collategene® in their respective countries. We are also continuing to develop NF-κB decoy oligonucleotide for discogenic low back pain and Hypertension DNA Vaccine. The Company is also actively engaged in alliances with overseas companies to jointly develop promising drugs for commercialization. Status of Projects at Clinical Development Stages ■ Conditional and time-limited approval system ■ Regular approval system *In addition to the above projects, the development pipeline includes drugs for chronic hepatitis B and Ebola hemorrhagic fever antiserum in the exploratory, basic research and preclinical stages. ■ Prophylactic DNA vaccine against COVID-19 (in-house product) Using plasmid DNA technology, the Company began developing a prophylactic vaccine targeting COVID-19 in collaboration with Osaka University in March 2020 and conducted Phase I/II and II/III clinical trials. As a result of these analyses, we confirmed there was no problem in safety and a certain increase in cell-mediated immunity. However, we also confirmed that the expected effect could not be obtained on humoral immunity, indicating the necessity to further enhance its efficacy. We then, to increase the efficacy, conducted Phase I/II clinical trials with a high-dose formulation with two inoculation methods (intramuscular and intradermal), using only the active drug but no placebo, with a target number of 400 cases. The inoculation was completed for the target number of people in November 2021. ■ COVID-19 treatment (co-development product) The Company has entered into a joint development agreement with Vasomune, a Canadian biopharmaceutical company, for drugs for the treatment of diseases caused by vascular insufficiency such as acute respiratory failure. From December 2020, we performed Phase I clinical trials of AV-001 for the treatment of COVID-19 in healthy subjects in the U.S. and confirmed good results of its safety and tolerability. Phase IIa clinical trials were started in the U.S. in January 2022. – 12 – ■ HGF gene therapy product (active ingredient: beperminogene perplasmid) (in-house product) With regard to the development of HGF gene therapy product for chronic arterial occlusive diseases, we have utilized the conditional and time-limited approval system (enacted in November 2014) for the early commercialization of regenerative medical products under the Act on Securing Quality, Efficacy and Safety of Products Including Pharmaceuticals and Medical Devices (Pharmaceuticals and Medical Devices Act). In March 2019, we received conditional and time-limited approval for the improvement of ulcers in chronic arterial occlusive diseases as Japan’s first gene therapy product, Collategene®, which was launched on September 10, 2019. This approval is conditional and time-limited, and we will conduct post marketing surveillance by 2024 to obtain this approval. At the end of 2021, registration of 120 patients for the test group (Collategene-administration group) and 80 for the control group (non-administration group), which are the target numbers for post marketing surveillance, has been completed. Mitsubishi Tanabe Pharma Corporation (hereinafter “Mitsubishi Tanabe Pharma”) and the Company have concluded an agreement for the approval of exclusive sales rights regarding the sales of HGF gene-therapy product Collategene® targeting peripheral arterial diseases, with Mitsubishi Tanabe Pharma being in charge of sales and marketing of the product in Japan and the U.S. As for overseas development, we have been conducting Phase IIb clinical trials in the U.S. since January 2020 for the treatment of arteriosclerosis obliterans patients with lower limb ulcers. In order to expand the indications for Collategene®, we have been conducting Phase III clinical trials in patients with chronic arterial occlusive disease with rest pain in Japan since October 2019. The administration was completed for the target number of cases in December 2021. ■ NF-κB decoy oligonucleotide Development of NF-κB decoy oligonucleotide, a nucleic acid medicine, is underway for the indication of low back pain including discogenic low back pain. The Company has been conducting Phase Ib clinical trials since February 2018 for discogenic low back pain. Treatment was well tolerated by the patients and no serious adverse events were observed after 6 months and 12 months from the injection, confirming its safety. In addition, an exploratory evaluation of the data showed that patients experienced significant and sustained reduction in back pain, confirming the efficacy of the treatment. The Company is now preparing for Phase II clinical trials for the project. Regarding the other development of nucleic acid medicine decoy oligonucleotide, we have been conducting research on chimera decoy, the next generation NF-κB decoy oligonucleotide, which acts to simultaneously suppress NF-κB and STAT6, two of the key transcription factors involved in inflammation. Compared with the former decoy oligonucleotide, which only targets NF-κB, it is expected that this decoy would exert a stronger and wider anti-inflammatory effect. ■ Hypertension DNA vaccine (in-house product) In addition to gene therapy products and nucleic acid medicines, the Group focuses on the development of DNA vaccines as the third pillar of gene medicine and is developing a DNA vaccine to treat hypertension. The Company evaluated the initial results of the Phase I/IIa clinical trials conducted in Australia after injection, and confirmed that there were no serious adverse effects or safety issues, and that antibodies against angiotensin II were produced. The results were published in Hypertension Research as well as presented at the Late Breaking Abstract of the 43rd Annual Scientific Meeting of the Japanese Society of Hypertension. The Company continues to consider conducting trials to evaluate the safety, immunogenicity, and efficacy of the vaccine. New R&D Projects and New Business Projects ■ Development of products for gene therapy using genome editing technologies In December 2020, the Company has made Emendo, a company with advanced genome editing technology and a development pipeline using this technology, a subsidiary in order to take on the challenge of the treatment of genetic diseases using genome editing technology, which is said to be the ultimate gene therapy. Emendo’s genome editing technology is an innovative and practical proprietary technology that enables highly efficient and accurate genome editing. Specifically, we are considering launching a project of the developed product that targets ELANE (neutrophil elastase gene) -related severe congenital neutropenia, by using Emendo’s technology (OMNI – 13 – Platform) that can create new genome-editing tools and be safely used in the treatment of patients. ■ ACRL established mainly for rare hereditary disease testing In April 2021, ACRL was established within the Life Science & Environment research center with the main purpose of testing for rare hereditary diseases. We will support the activities of Clinical & Research Association for Rare, Intractable Diseases (CReARID), to expand the scale of its optional newborn screening project and the target diseases it covers. With the aim of expanding tests for rare hereditary diseases, we will continue to build a system that can carry out comprehensive tests from diagnosis to treatment for all patients, such as definitive tests and biomarker tests to monitor the therapeutic effect, in addition to the currently conducted screening tests for newborn babies. ■ Disease prevention and health maintenance using the microbiome In July 2018, the Company entered into a capital alliance with MyBiotics Pharma Ltd., an Israeli company that develops curative drugs and health maintenance supplements using intestinal flora, with the aim of finding intestinal bacteria that match the health and constitution of each individual and developing medicines and supplements containing such bacteria. ■ Strategic development collaboration with Brickell Biotech, Inc. (former Vical Incorporated) Vical, with which the Company entered into a strategic business alliance in December 2016, signed a merger agreement with Brickell Biotech, Inc. of the U.S. in August 2019, and the new company name after the merger became Brickell Biotech, Inc. In September 2020, the Company entered into a joint development agreement with Brickell Biotech, Inc. for the clinical development of a prophylactic DNA vaccine targeting COVID-19 in the U.S. 2. Overview of Capital Investments 3. Overview of Financing The total amount of capital investment made during the fiscal year under review was 128 million yen. This was mainly due to investment in R & D facilities. In March 2021, the Company issued the 41st series of share acquisition rights (third-party allotment) to Cantor Fitzgerald & Co., Ltd., and all the rights were exercised by May 2021, raising 17,474 million yen for the fiscal year under review. 4. Issues to be Addressed As a drug-discovery bio-venture, the Group is engaged in the development, manufacturing, and marketing of pharmaceuticals, including next-generation biopharmaceuticals such as gene medicine (DNA plasmid drugs and nucleic acid medicines) and therapeutic vaccines. In addition, since the fiscal year 2020, the Group has pursued the expansion of its business base through the expansion of the development pipeline by developing prophylactic DNA vaccines against COVID-19 and other efforts, and also through the acquisition of Emendo, a company with advanced genome editing technology. On the other hand, the pharmaceutical business is characterized by the need for a large amount of capital and a long period of time to commercialize a product. For this reason, the Group has continuously recorded operating loss and negative cash flow, and it has not generated enough revenue to compensate for all development investments. Accordingly, significant doubt has arisen as to the Company’s ability to continue as a going concern. Against this backdrop, the Group is working on the following important issues for its continuous development without creating significant uncertainty on the premise of a going concern. (1) Progressing own existing projects In March 2019, the Group obtained conditional and time-limited approval from the Ministry of Health, Labour and Welfare for the manufacturing and sale of Collategene®, Japan’s first gene therapy product, and sales began in September 2019. The Group is currently conducting post marketing surveillance, and progressing clinical trials in Japan to expand the indication of Collategene® and clinical trials in the U.S. targeting arteriosclerosis obliterans. The Group is also engaged in five projects overseas, including NF-κB decoy oligonucleotide, a nucleic acid medicine, for discogenic low back pain, the DNA vaccine for hypertension, the prophylactic DNA vaccine, which we started developing in March 2020 in response to the global spread of COVID-19, and the treatment drug for COVID-19, which is under joint development with Vasomune. We believe that our top priority is to ensure that these projects are proceeding. (2) Expansion of development pipeline and business base – 14 – In response to the global spread of COVID-19, the Group has been working on the development of a prophylactic vaccine and a treatment drug. In addition, the Group is preparing to launch a specific project using genome editing technology, which is said to be the ultimate gene therapy, by making Emendo, a company with advanced technology in genome editing, a subsidiary. The Group aims to become a global leader in the field of gene therapy through the expansion of these development pipelines and the expansion of our business base. In order to achieve future growth going forward, the Group seeks to expand its business base by adding to its pipeline via the following: in-licensing drug candidates, conducting joint development, entering into business partnerships to secure drug discovery platform technologies, gaining capital participation of other companies, and acquiring other companies. (3) Securing alliance partners for development projects In order to reduce the risk of development projects, the Group adopts an alliance model for development projects, teaming up with pharmaceutical companies to receive upfront and milestone payments and development cooperation payments to reduce financial risk during the development period. The Company signed an agreement with Mitsubishi Tanabe Pharma Corporation regarding exclusive sales rights of HGF gene therapy product Collategene® in the U.S. and Japan, and expects to receive milestone payments and royalties. In February 2019, we signed a basic agreement with Kamada Ltd. regarding the approval of exclusive sales rights of the HGF gene therapy product Collategene® in Israel. Furthermore, in October 2020, we signed a basic out-licensing agreement (approval of exclusive sales rights) with Er-Kim, a Turkish company that deals with specialty drugs (drugs specialized in specific diseases), to market Collategene® in Turkey. As for NF-κB decoy oligonucleotide, the nucleic acid medicine for discogenic low back pain, and the DNA vaccine for hypertension, clinical trials are progressing as planned, and the Company will aim to reduce the burden of development costs by out-licensing the drugs to pharmaceutical companies at an early stage to obtain upfront payment, royalties, and other payments. The Group will continue to work to strengthen its business base by pursuing alliances with pharmaceutical companies going forward. (4) Capital raising For the Group, it is important to promote R&D activities and expansion of our business base for continuous development, and for this purpose, it is necessary to raise funds flexibly according to the situation. On March 24, 2021, the Company issued the 41st series of share acquisition rights (third-party allotment) to Cantor Fitzgerald & Co., Ltd., and all the rights were exercised by May 2021, raising 17,474 million yen for the fiscal year under review. The Company will continue to consider the possibility of raising capital as necessary to perform R&D activities and maintain the company. As a result of the implementation of these various measures, we have determined that there is no significant uncertainty as to the Company’s ability to continue as a going concern. 5. Changes in the Status of Assets and Profit and Loss (in thousands of yen, unless otherwise specified) The 20th fiscal year ended December 31, 2018 The 21st fiscal year ended December 31, 2019 The 22nd fiscal year ended December 31, 2020 610,050 (3,096,213) 326,759 (3,293,214) 39,998 (6,618,353) The 23rd fiscal year ended December 31, 2021 (Fiscal year under review) 64,148 (13,588,973) (2,996,629) (3,750,823) (4,209,511) (13,675,587) (34.46) 8,050,672 7,734,459 (35.81) 12,524,600 12,055,351 (35.33) 38,354,611 32,679,675 (92.86) 45,455,746 38,634,741 Category Business revenues Ordinary profit (loss) Loss attributable to owners of parent Net loss per share Total assets Total net assets (Notes) the period. 1. Net loss per share is calculated based on the average number of shares outstanding during 2. Business revenues, ordinary loss, net loss attributable to owners of parent, total assets, and – 15 – total net assets are rounded down to the nearest thousand yen, and net loss per share is rounded to the nearest display unit. – 16 – 6. Status of Important Parent Companies and Subsidiaries 1) Status of important subsidiaries Name of company Share capital Main business activities Share of voting rights AnGes USA, Inc. EmendoBio Inc. USD thousand 400 USD thousand 57,977 100.0% 85.3% Development of gene medicine and other medicines in the U.S. Development of genome editing technologies (2) Results of business combinations The Company has three consolidated subsidiaries. Business revenues for the fiscal year under review were 64 million yen (an increase of 60.4% year-on-year), and loss attributable to owners of parent was 13,675 million yen (loss attributable to owners of parent of 4,209 million yen in the previous fiscal year). 7. Principal Business (as of December 31, 2021) 1) R&D of an HGF gene therapy product 2) R&D of NF-κB decoy oligonucleotide (nucleic acid medicine) 3) R&D of DNA vaccine for hypertension 4) R&D of a prophylactic DNA vaccine and a treatment drug for COVID-19 5) Development of products for gene therapy using genome editing technologies 6) Optional screening test for rare hereditary diseases 7) R&D of other pipelines 8. Principal Business Locations (as of December 31, 2021) 1) The Company’s principal business locations Head Office: Ibaraki-shi, Osaka Tokyo Office: Minato-ku, Tokyo 2) Principal business locations of subsidiaries AnGes USA, Inc.: Maryland, USA EmendoBio Inc.: New York, USA 9. Status of Employees (as of December 31, 2021) 1) Status of employees of the Group Number of employees Change from the end of the previous fiscal year 131 +41 (Notes) 1. The number of employees is the number of employees working full-time, and does not include employees on leave of absence and seven temporary employees (average number of employees per year). 2. The increase in the number of employees compared to the end of the previous fiscal year was due to the addition of employees of Emendo, where the number of R & D personnel has been increased to strengthen genome editing technology development. 2) Status of employees of the Company Number of employees Change from the end of the previous fiscal year Average age Average length of service 42 +8 52.3 years old 7 years and 4 months (Note) The number of employees is the number of employees working full-time, and does not include employees on leave of absence and seven temporary employees (average number of employees per year). – 17 – II. Status of Shares (as of December 31, 2021) 1. Total Number of Shares Authorized to be Issued 250,000,000 shares 2. Total Number of Shares Issued 153,072,400 shares (including 92 shares of treasury stock) 127,533 persons Name of shareholders Number of shares held (shares) Shareholding ratio (%) 3. Number of Shareholders 4. Major Shareholders SBI SECURITIES Co., Ltd. MLPFS CUSTODY ACCOUNT Shionogi & Co., Ltd. Nomura Securities Co., Ltd. JPLLC CLIENT ASSETS-SK J Matsui Securities Co., Ltd. Ryuichi Morishita BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD 1,447,059 1,205,005 1,186,800 985,050 981,985 934,794 711,100 691,600 616,400 580,000 0.94 0.78 0.77 0.64 0.64 0.61 0.46 0.45 0.40 0.37 Custody Bank of Japan, Ltd. (Trust Account 7) STATE STREET BANK WEST CLIENT-TREATY 505234 (Note) The shareholding ratio is calculated excluding the number of treasury stock (92 shares) and rounded down to the nearest display unit. – 18 – III. Status of Company Officers 1. Status of Members of the Board and Corporate Auditors (as of December 31, 2021) Position Name Responsibilities or significant concurrent positions Corporate Officer President, AnGes USA, Inc. External Member of the Board, EmendoBio Inc. External Board Member, MyBiotics Pharma Ltd. Outside Director, FunPep Co., Ltd. Outside Director, Towa Pharmaceutical Co., Ltd. External Director, Solasia Pharma K.K. Outside Director, Kidswell Bio Corporation (formerly Gene Techno Science Co., Ltd.) External Director, Nippon Pillar Packing co., Ltd. External Director, Tokai Trading Co., Ltd. President and Chief Executive Officer Ei Yamada Member of the Board Norikazu Eiki Member of the Board Junichi Komamura Member of the Board Makoto Hara Standing Corporate Auditor Naoyuki Ono Corporate Auditor Katsunori Horikoshi Corporate Auditor Koichi Ando (Notes) 1. Messrs. Norikazu Eiki, Junichi Komamura and Makoto Hara are External Directors as stipulated in Article 2, Item 15 of the Companies Act. 2. Messrs. Naoyuki Ono, Katsunori Horikoshi and Koichi Ando are External Corporate Auditors as stipulated in Article 2, Item 16 of the Companies Act. 3. The Company has designated and registered Messrs. Norikazu Eiki, Junichi Komamura and Makoto Hara as Independent Directors as stipulated by the Tokyo Stock Exchange. 4. The Company has designated and registered Messrs. Naoyuki Ono, Katsunori Horikoshi and Koichi Ando as Independent Corporate Auditors as stipulated by the Tokyo Stock Exchange. 5. Messrs. Naoyuki Ono and Koichi Ando were newly elected and assumed office as Corporate Auditors at the 22nd Annual General Meeting of Shareholders held on March 30, 2021. Messrs. Akihiro Narimatsu and Tadashi Hishida retired as Corporate Auditors due to expiration of their terms of office at the conclusion of the 22nd Annual General Meeting of Shareholders. 6. Messrs. Kazuo Suzuki and Tetsuharu Yoneo retired as Members of the Board due to expiration of their terms of office at the conclusion of the 22nd Annual General Meeting of Shareholders held on March 30, 2021. – 19 – 2. Remuneration for Officers (i) Policy for deciding on the individual remuneration for Members of the Board and Corporate Auditors The Company offers the basic remuneration for Members of the Board in the form of monthly fixed payment. The individual amounts are determined according to their positions, responsibilities, and tenure of office, while comprehensively considering the remuneration level of other companies, our business performance, and the level of our employee salaries. In consideration of various factors such as the balance between conventional standards and titles of each Member of the Board and Corporate Auditor, the amount of remuneration is determined through deliberation by the Board of Corporate Auditors for Corporate Auditors or by the Board of Directors for the other corporate officers. a. Policy on basic remuneration Remuneration for Members of the Board is fixed remuneration, at an annual maximum of 200 million yen, as resolved at the Inaugural General Meeting held on December 17, 1999 (there were three Members of the Board at that time). President and Chief Executive Officer appointed by the Board of Directors decides the remuneration in consideration of various factors such as the management activities, the degree of contribution to each role, the balance with salary, among others, at the meeting of the Board of Directors held after the Annual General Meeting of Shareholders every year. The Board of Directors has confirmed that the individual remuneration for Members of the Board and the details of such remuneration for the fiscal year under review are consistent with our decision policy. Remuneration for Corporate Auditors is fixed remuneration, the amounts of which are determined at the meetings of Corporate Auditors in consideration of whether they serve full-time or part-time and the details of the duties each Corporate Auditor is responsible for. The amount of remuneration for Corporate Auditors is fixed at an annual maximum of 60 million yen, as resolved at the Inaugural General Meeting held on December 17, 1999 (there was one Corporate Auditor at that time). b. Policy on performance-based remuneration The Company does not adopt performance-based remuneration. c. Policy on non-monetary remuneration The Company allocates share acquisition rights as stock remuneration-type stock options that take effect upon retirement to the Members of the Board, intending to boost their morale and motivation for contributing to the improvement of medium- to long-term business performance and corporate value. The scope of remuneration relating to the stock remuneration-type stock options to be allocated to the Members of the Board upon retirement was set, aside from the maximum amount of the fixed remuneration, to be up to the annual amount of 100 million yen at the 19th Annual General Meeting of Shareholders held on March 29, 2018 (there were five Members of the Board at that time). The share acquisition rights to be allotted are conditioned to be exercised at the time of retirement with the exercise price of 1 yen. The Board of Directors resolved to issue the share acquisition rights to five Members of the Board (including External Directors) and four Members of the Board (including External Directors) at the meetings held on April 23, 2018, and April 22, 2019, respectively. (ii) Matters relating to decisions on the details of the individual remuneration for Members of the Board The Chief Executive Officer is delegated to determine the details of the individual remuneration amounts based on the resolution of the Board of Directors, and the scope of that authority is the basic remuneration of each Member of the Board. This delegation is based on the judgement that the Chief Executive Officer is suitable for evaluating each Member of the Board while taking into consideration various factors including the overall business performance of the Company. (iii) Activity of the Board of Directors related to the process of determining remuneration for Members of the Board during the fiscal year under review As part of its activities relating to the determination of remuneration for Members of the Board during the fiscal year under review, the Board of Directors resolved at the meeting held after the conclusion of the General Meeting of Shareholders on March 30, 2021 to authorize Mr. Ei Yamada, President and Chief Executive Officer, to determine monthly remuneration for Members of the Board based on the above policy. This authorization is based on the judgment that the President and Chief Executive Officer is suitable for evaluating each Member of the Board while taking into consideration the overall business performance of the Company. – 20 – (iv) Total amount of remuneration, etc. for Members of the Board and Corporate Auditors Category Officers receiving payments Total by type of remuneration, etc. (Thousands of yen) Stock options Basic remuneration 90,976 (31,500) Total payment amount (Thousands of yen) 90,976 (31,500) 6 (3) Members of the Board (External Directors) Corporate Auditors (External Corporate Auditors) Total (External Directors and Corporate Auditors) (Note) The Company has four Members of the Board (three External Directors) and three Corporate 119,111 (59,635) 28,135 (28,135) 11 (8) 5 (5) — — — — — — 28,135 (28,135) 119,111 (59,635) Auditors (three External Corporate Auditors) as of the end of the fiscal year under review. The numbers do not match with the numbers in the table above because they include two Members of the Board and two Corporate Auditors who retired on the day of the conclusion of the immediately preceding Annual General Meeting of Shareholders. 3. Outline of the Contents of the Liability Limitation Agreement The Company has entered into agreements with each External Director and External Corporate Auditor to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act in accordance with Article 427, Paragraph 1 of the Companies Act and Articles 29 and 38 of the Articles of Incorporation of the Company. The maximum amount of liability under the agreement is the liability amount stipulated by laws and regulations. 4. Outline of the Directors and Officers Liability Insurance Policy The Company has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In the event of a claim for damages submitted by a shareholder or a third party, the said insurance contract shall cover damages including compensation for damages and legal expenses to be borne by the insureds. The candidates will be insured under the insurance contract if their election is approved. The Members of the Board and Corporate Auditors of the Company are the insureds of the said insurance. They do not bear the actual premiums for insurance including riders, which are paid by the Company. – 21 – 5. Matters concerning External Directors and Corporate Auditors (1) Relationship with the Company or a specified related business of the Company The External Directors and Corporate Auditors were and are not a spouse, a relative within the third degree of kinship, or any other equivalent of an executive or officer of the Company or a specific related business of the Company. (2) Important concurrent positions and relationship with companies where concurrent positions are held Category Name Important concurrent positions Member of the Board Norikazu Eiki Member of the Board Junichi Komamura Outside Director, FunPep Co., Ltd. Outside Director, Towa Pharmaceutical Co., Ltd. External Director, Solasia Pharma K.K. Outside Director, Kidswell Bio Corporation (formerly Gene Techno Science Co., Ltd.) External Director, Nippon Pillar Packing co., Ltd. External Director, Tokai Trading Co., Ltd. Relationship with companies where concurrent positions are held There is no significant relationship between the Company and the companies where concurrent positions are held. There is no significant relationship between the Company and the companies where concurrent positions are held. (3) Major activities during the fiscal year under review Attendance at and comments made at meetings of the Board of Directors and Board of Corporate Auditors – Norikazu Eiki, Member of the Board He attended 18 out of 18 meetings of the Board of Directors held during the fiscal year under review. Based on his abundant experience and knowledge as managers of pharmaceutical companies including foreign-affiliated companies, he made useful proposals for the management of the Company, including suggestions based on overseas situations and cases. He also gave advice and suggestions to ensure the adequacy and appropriateness of the Board of Directors’ decisions. – Junichi Komamura, Member of the Board He attended 18 out of 18 meetings of the Board of Directors held during the fiscal year under review. Based on his abundant experience and knowledge gained through his involvement in management planning as manager of companies in the healthcare business, he made useful proposals for the management of the Company. He also gave advice and suggestions to ensure the adequacy and appropriateness of the Board of Directors’ decisions. – Makoto Hara, Member of the Board He attended 18 out of 18 meetings of the Board of Directors held during the fiscal year under review. Based on his abundant experience and knowledge gained through his involvement in comprehensive corporate planning and accounting as manager of companies in the pharmaceutical business, he made useful proposals for the management of the Company. He also gave advice and suggestions to ensure the adequacy and appropriateness of the Board of Directors’ decisions. – Naoyuki Ono, Standing Corporate Auditor He attended 13 out of 13 meetings of the Board of Directors held after he assumed the post of External Corporate Auditor. He attended 11 out of 11 meetings of the Board of Corporate Auditors held after he assumed the post of External Corporate Auditor. He has abundant experience and knowledge in pharmaceutical companies and experience as a head of the internal audit department or as Director serving as an Audit and Supervisory Committee Member in companies other than the Company. Based on his experience, as part of auditing activities, he gave advice and suggestions to ensure the adequacy and appropriateness of the Board of Directors’ decisions at the meetings of the Board of Directors and Board of Corporate Auditors, supervised overall management, and provided useful advice for the – 22 – management of the Company. – Katsunori Horikoshi, Corporate Auditor He attended 18 out of 18 meetings of the Board of Directors held during the fiscal year under review. He attended 15 out of 15 meetings of the Board of Corporate Auditors held during the fiscal year under review. He has abundant experience and knowledge in pharmaceutical companies as well as experience of serving as Standing Statutory Auditor at such companies. Based on his experience, at the meetings of the Board of Directors and Board of Corporate Auditors, he gave advice and suggestions to ensure the adequacy and appropriateness of the Board of Directors’ decisions and supervised overall management. – Koichi Ando, Corporate Auditor He attended 13 out of 13 meetings of the Board of Directors held after he assumed the post of External Corporate Auditor. He attended 11 out of 11 meetings of the Board of Corporate Auditors held after he assumed the post of External Corporate Auditor. He has abundant experience and knowledge in pharmaceutical companies, including experience as a head of compliance department. Based on his experience, at the meetings of the Board of Directors and Board of Corporate Auditors, he gave advice and suggestions to ensure the adequacy and appropriateness of the Board of Directors’ decisions and supervised overall management. (4) Total amount of remuneration, etc. 59,635 thousand yen Officers receiving payments: 8 (Note) As of the end of the fiscal year under review, people eligible for remuneration were three External Directors and three External Corporate Auditors. This total headcount of the eligible persons differs from the above-stated number, which includes two External Directors who retired on the day of the conclusion of the immediately preceding Annual General Meeting of Shareholders. – 23 – IV. Status of Accounting Auditor 1. Accounting Auditor’s Name Deloitte Touche Tohmatsu LLC 2. Amount of Remuneration, etc. Amount of remuneration based on the services provided under Article 2, Paragraph 1 of the Certified Public Accountants Act Total amount of money and other financial benefits to be paid by the Company and its subsidiaries to the Accounting Auditor Payment amount 82,000 thousand yen 82,000 thousand yen (Notes) 1. Because the amount of remuneration

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