Fundamental Policy

Policy toward Corporate Governance

Takeda’s management mission is to “strive towards better health for patients worldwide through leading innovation in medicine.” In line with this mission, Takeda is working to establish a management framework befitting a world-class pharmaceutical company that operates globally. We are strengthening internal control, including rigorous compliance, and establishing a structure to facilitate rapid decision-making that is sound and transparent. Through these initiatives, we will further enhance our corporate governance, thereby maximizing corporate value.

Management Structure

At Takeda, the Board of Directors determines fundamental policies for the Takeda Group. Management and business operations are then conducted in accordance with the decisions of the Board of Directors. In order to respond swiftly and flexibly to a diversifying range of management issues and to enhance and promote global management, Takeda currently has the positions of Chief Scientific Officer (CSO), Executive Vice President (EVP) International Operations (Americas/Europe), Senior Vice President, International Operations (Asia) and Chief Administrative Officer (CAO). In addition, Takeda established the Management and Operations Committee, comprised of Takeda executives including the positions aforementioned, which holds regular meetings to discuss important management issues. These steps have facilitated greater cooperation among the different functions while improving speed and flexibility in execution of business operations, and the new structure allows Takeda to conduct all of its business activities in a more efficient manner.
Takeda has given its Board of Directors the primary functions of observing and overseeing business execution as well as decision-making for company management. The Board of Directors consists of eight directors, and meets once per month in principle to make resolutions and receive reports on important matters regarding management.
Takeda has in the past maintained a highly efficient and transparent management framework comprising internal directors, who have a detailed understanding of Takeda’s business, and corporate auditors, including external auditors. However, Takeda has decided to appoint non-executive directors as well as it moves to swiftly develop into a global enterprise and achieve sustained growth by flexibly responding to changes in the business environment. Takeda believes that actively bringing in opinions from external experts with extensive global business experience to stimulate and challenge management will drive innovation that is not bound by conventional pharmaceutical industry thinking.
Any risks we may face in the course of global business operations are managed by the personnel responsible for risk management in the key organizations within the relevant domain. We therefore have set a system in place to prevent or mitigate risks, according to their degree and nature.
Furthermore, based on the “Takeda Group’s Management Policy” and the “Management Policy for Affiliated Companies,” we work to clarify the roles and responsibilities of all Group companies. We ensure compliance and appropriate business operations through implementation of periodic internal audits and the Control Self Assessment (CSA) program^*.

^* Under the CSA program, personnel responsible for internal control assess the status of internal control in their particular company or division and pledge to implement a program of improvement. They then take an oath to confirm that the proposed program of improvement is appropriate. The CSA program forms the basis for evaluation and confirmation of financial reporting by management.

Schematic Diagram of Internal Control Structure

Auditing System

Takeda is a Company with Auditors as defined in Japan’s Companies Act. Takeda has established a system to ensure the effective implementation of audits, under the “Audit Rules by Corporate Auditors” which prescribe the activities of auditors, including attendance at important meetings and authority to review important documents. To ensure greater transparency of management, Takeda has appointed two external auditors (out of four auditors in total), who conduct effective audits from an external perspective. We therefore consider that we have ensured objective and impartial management oversight. In addition, KPMG AZSA & Co. serves as the accounting auditor.