Tokyo – London, 24 May 2005 -- Today Sosei Co. Ltd. [4565, Tokyo Stock Exchange MOTHERS index], a leading Japanese biopharmaceutical company, is pleased to announce its adoption of a “ Company with Committees” system. This adoption will be resolved by the decision at the General Shareholder’ s Meeting to be held on 29 June 2005 in Tokyo.
1. Purpose of Adoption of a “ Company with Committees” system Sosei aims to grow its corporate value by extending the transparency and objectivity of the company’ s operation and has recognised that corporate governance is one of the highest priorities of the management. At present, four directors out of the sevenmember Board do not have executive positions within the company, and three out of the four are external directors. Three directors also serve as Sosei executives who conduct business operations. Four non-executive directors are chosen based on their extensive experience and knowledge concerning corporate management and the pharmaceutical/biotechnology business. David Chiswell has been appointed as nonexecutive chairman for stronger supervision of the Board.
By adopting a “ Company with Committees” system, the company intends to enhance the corporate governance by distinguishing and developing the supervisory function of the Board and the operational function of the Executive Officers.
2. Candidate Directors of the Board
Name New appointment Current appointment
David CHISWELL Chairman of the Board Chairman of the Board
Shinichi TAMURA Board Director Representative Director, President & CEO
Yoshiyuki YAMAKAWA Board Director Representative Director, Executive Vice President & CFO
Hiroyuki HANADA Board Director (new for the Board) Senior Vice President, R&D
Kenzo NAKAJIMA Board Director Board Director
Mark RICHMOND External Director External Director
Takuya FUJII External Director (new for the Board) Representative of f Business Brain
3. Retirement from the Board
Name Current appointment
Yuzo TARUMI Board Director, Executive Vice President
Edmund M. OLIVIER External Director
4. Candidates for Executive Officers
Name New appointment Current appointment
Shinichi TAMURA Representative Executive Officer, President & CEO Representative Director, President & CEO
Yoshiyuki YAMAKAWA Representative Executive Officer, Representative Director, Executive Vice President & CFO
Executive Vice President & CFO
Hiroyuki HANADA Executive Officer, Executive Vice President, R&D (new for the Board) Senior Vice President, R&D
5. Introduction of New Candidates for the Board
Hiroyuki HANADA
Mr. Hanada joined Sosei in April 2005 as Senior Vice President of Research and Development. He has extensive experience in licensing and clinical development.
- Ex-Director and General Manager of R&D Dept. at Seikagaku Corporation
- Formerly worked for Hisamitsu Pharmaceutical Co., Inc., holding posts at Clinical Development and Licensing
- B.S. in Biochemistry from Kyushu University
Takuya FUJII
- Representative of f Business Brain
- Ex-Chairman and Representative of Marsh & McLennan Companies, Japan
- Former President & CEO of Nippon Credit Bank
- Former Chief Cashier in Bank of Japan
- MBA from the Wharton School of the University of Pennsylvania
- BA of Economics from Tokyo University
6. Effective Date 29 June 2005