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Rules of the Audit Committee

Rules of the Audit Committee

Article 1 (Objective)

These Rules provide for matters related to the Audit Committee of Eisai Co., Ltd.

Article 2 (Authority)

  1. 1.In addition to audit of the execution of the duties by the Directors and the Corporate Officers and the preparation of audit reports as well as the determination of proposals related to the election, dismissal, and non-reappointment of External Auditors to be submitted to a General Meeting of Shareholders, the Audit Committee shall have the authority to perform the duties provided by law and the Articles of Incorporation, or otherwise resolved by the Board of Directors. Matters to be resolved by the Audit Committee shall be as set out in the Detailed Rules of the Audit Committee, except as otherwise provided by law or the Articles of Incorporation.
  2. 2.The Audit Committee may, at any time, request from the officers and employees of the Company and the ENW Entities, and the Accounting Auditor of the Company, reports regarding matters necessary for executing its duties. Matters to be reported to the Audit Committee shall be as set out in the Detailed Rules of the Audit Committee, except as otherwise provided by law or the Articles of Incorporation.
  3. 3.The Audit Committee may perform such duties as deemed necessary by the Audit Committee at the Company's expense.

Article 3 (Composition)

  1. 1.The Audit Committee shall be composed of Directors appointed by the Board of Directors (hereinafter called “Audit Committee Members”).
  2. 2.The Chair of the Audit Committee shall be appointed from the Outside Directors by the Board of Directors.

Article 4 (Convocation)

  1. 1.Audit Committee meetings shall be convened in principle by the Chair of the Audit Committee; provided however that any other Audit Committee Member may convene Audit Committee meetings whenever necessary.
  2. 2.Notices of convocation of Audit Committee meetings shall be dispatched to each Audit Committee Member at least three (3) days prior to the date of the meeting, stating the date and time, place, and agenda of the meeting. Such period of notice may, however, be shortened in case of urgency.
  3. 3.Audit Committee meetings may be held without conforming to the convocation procedures provided in the preceding paragraph with the unanimous consent of the Audit Committee Members.

Article 5 (Holding of meetings)

  1. 1.Audit Committee meetings shall be held in principle once a month.
  2. 2.Audit Committee meetings shall be held at the head office; provided however that a meeting may be held at some other place whenever necessary.
  3. 3.Audit Committee meetings shall be held in the Japanese language. Interpreter(s) may be caused to be present at a meeting whenever necessary.

Article 6 (Chair)

Audit Committee meetings shall be presided over by the Chair of the Audit Committee. In case the Chair is prevented from so doing, another Audit Committee Member shall act in the Chair's place in accordance with the order previously determined by the Audit Committee.

Article 7 (Methods of adopting resolutions)

  1. 1.Resolutions of the Audit Committee, except as otherwise provided by law, shall be adopted by a majority of Audit Committee Members present at each Audit Committee meeting where a majority of the Audit Committee Members who may participate in considering the resolution is present.
  2. 2.An Audit Committee Member who has a special interest with regard to a resolution of the Audit Committee shall not exercise any voting rights with respect to that resolution. In such case, that Audit Committee Member's voting rights shall not be counted towards the total number of the Audit Committee Members' voting rights for that resolution.

Article 8 (Reporting to the Board of Directors)

The Audit Committee Member appointed by the Audit Committee shall report the status of the Audit Committee's performance to the Board of Directors without delay.

Article 9 (Abbreviation of reporting to the Audit Committee)

Any matter that must be reported to the Audit Committee that a Director, a Corporate Officer or an External Auditor has notified to all Audit Committee Members need not be reported to the Audit Committee.

Article 10 (Attendance by persons concerned with proposals)

If the Audit Committee deems it necessary, it may require persons other than the Audit Committee Members to attend Audit Committee meetings and request their opinions and explanations.

Article 11 (Minutes)

  1. 1.The minutes shall be prepared with respect to the substance of proceedings of Audit Committee meetings in compliance with law, and shall be signed or sealed by all Audit Committee Members present at the meeting.
  2. 2.The minutes of Audit Committee meetings shall be kept at the Company's head office for ten (10) years.

Article 12 (Secretariat)

The Management Audit Department shall perform the clerical work of the Audit Committee.

Article 13 (Revisions)

These Rules may be revised only by resolution of the Board of Directors.

Supplementary Provisions

(Enforcement)

  1. Article 1These rules shall come into effect on June 24, 2004.
  2. Article 2These rules shall come into effect on June 23, 2006.
  3. Article 3These rules shall come into effect on May 15, 2007.
  4. Article 4These rules shall come into effect on June 19, 2015.
  5. Article 5These rules shall come into effect on June 17, 2016.
  6. Article 6These rules shall come into effect on June 21, 2017.

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Detailed Rules of Audit Committee

  1. 1. Matters to be resolved
    1. 1)Matters concerning the creation of audit plans
    2. 2)Matters concerning the performance of audits based on audit plans
      1. (1)Approval of audit working papers and contents of audit opinions to Director or Corporate Officer
      2. (2)Requests made to Directors, Corporate Officers to attend an Audit Committee meeting and to explain any matter required by the Audit Committee
      3. (3)Requests made to External Accounting Auditors to attend an Audit Committee meeting and to explain matters required by the Audit Committee
      4. (4)Any other matters that the Audit Committee considers necessary for the performance of audits
    3. 3)Matters concerning the performance of unplanned audits
    4. 4)Contents of audit reports
    5. 5)Dismissal of an External Accounting Auditor (requires the consent of all members of the Audit Committee) based on the Companies Act Article 340
    6. 6)Submission and contents of any agenda concerning the appointment, dismissal, or non-reelection of any External Accounting Auditor that is to be submitted to a general meeting of shareholders (including the appointment of a person, who will temporarily take on the duties of an External Accounting Auditor if there is a vacancy in the External Accounting Auditor's position and a new External Accounting Auditor has not been promptly appointed)
    7. 7)Consent regarding the compensation, etc., of External Accounting Auditors and individuals who are to perform the duties of External Accounting Auditors temporarily
    8. 8)Matters concerning action to pursue the liability of any Director other than any Audit Committee member or Corporate Officer
      1. (1)Decision on whether to file a legal action in the event that any shareholder demands to pursue a legal action against any Director other than any Audit Committee member or any Corporate Officer to question liabilities of such Director or Corporate Officer
      2. (2)Decision on whether to participate in any shareholder derivative action as plaintiff in the event that the Audit Committee receives a notice on filing of a shareholders derivative action from any plaintiff shareholder
    9. 9)Consent to the appointment or personnel transfer of members of the Management Audit Department, and matters concerning the personnel evaluation of members of the Management Audit Department
    10. 10)Establishment, revision or abolishment of rules determined by the Audit Committee
    11. 11)Any other matters that the Audit Committee considers necessary to the performance of the duties of the Audit Committee
  1. 2. Matters to be reported
    1. 1)Each Corporate Officer shall report once a month to the Audit Committee on the following items regarding the division(s), organization(s) or ENW Corporations that such Corporate Officer controls, has jurisdiction over or manages, including whether such items exist, and report immediately to the Audit Committee on especially serious issues such as facts or violations (including possible violations) of the laws or Articles of Incorporation of the Company that will cause serious damages to ENW
      1. (1)Work-related disasters/accidents
      2. (2)Business suspension lasting a half day or longer
      3. (3)Commencement and status of litigation
      4. (4)Non-compliance (including the fact that a division was subject to an investigation)
      5. (5)Requests for cooperation in investigations, investigations, summons, on-site investigations (excluding periodic audits, etc.), warnings, guidance, orders, recommendations, business suspension, and other measures of the government and other governmental agencies, etc.
      6. (6)Encroachment or infringement of company assets or rights by a third party or the possibility of such
      7. (7)Bankruptcy, danger of bankruptcy, or cancellation of a contract of an important business partner
      8. (8)Other facts or information other than the above that may have significant damages or effects on the company
      9. (9)Facts that officers and employees of ENW Corporations, who made reports or provided information pursuant to Sections through 2 to 6 of Article 6 of the Rules concerning Items Necessary for the Performance of Duties by the Audit Committee, were treated disadvantageously because they made the reports or provided the information.
      10. (10)Other matters to be reported as stipulated by the Audit Committee of the Company
    2. 2)Reports made by any Corporate Officer regarding plans to hold and minutes of important meetings stated to attend by the audit plan of the Audit Committee
    3. 3)Reports made by any Director, Corporate Officer, based on an audit plan or an Audit Committee resolution
    4. 4)Reports made by any External Accounting Auditor on discovery of any Director's or any Corporate Officer's illicit act or material violation of any applicable law or regulation, or the Articles of Incorporation in connection with the performance of such Corporate Officer's or Director's duties
    5. 5)Reports from any External Accounting Auditors on the following items, based on an Audit Committee audit plan or an Audit Committee resolution
      1. (1)Reports concerning yearly audit plans
      2. (2)Reports concerning the results of review of quarterly financial results
      3. (3)Reports concerning the results of audits of the yearend financial results (including items related to internal control)
      4. (4)Reports concerning the performance of their duties by External Accounting Auditors provided in Article 131 of the Ordinance on Accounting of Companies
      5. (5)Reports concerning the independency of External Accounting Auditors, based on the Audit Standard Committee Report No.260
    6. 6)Reports from the Internal Audit Department (including ENW Companies) based on an audit plan or an Audit Committee resolution
    7. 7)Any other matters that the Audit Committee considers necessary for the performance of its duties