Corporate Governance

Based on the Mission: "we strive toward better health for individuals and progress in medicine by developing superior pharmaceutical products," Takeda strives to strengthen internal control, including thorough compliance, as well as promoting the establishment of a system allowing the creation of a healthy and transparent environment for quick decision-making toward establishment of a management framework befitting a "world-class pharmaceutical company."

Management Structure

The Board of Directors determines fundamental policies for the Takeda Group and reaches decisions concerning the operations of Takeda. Management and business operations are then conducted in accordance with theses decisions. In fiscal 2009, Takeda established the positions of Chief Scientific Officer (CSO), Executive Vice President (EVP) International Operations, and Chief Administrative Officer (CAO). In addition, Takeda reorganized and consolidated the Executive Committee, which discusses management strategies and other important issues involving management, and the Operations Committee, which discusses important issues in terms of the business operations, and created the Management and Operations Committee, where Takeda executives deliberate on these important issues. These steps have facilitated greater cooperation among different functions while improving the speed and flexibility of business operations, and the new structure allows Takeda to conduct all activities in a more efficient manner.
Takeda has given its Board of Directors the primary functions of decision-making for company management and observing and overseeing business execution. The Board of Directors meets once per month in principle to make resolutions and report on important matters regarding management.

Where business execution is concerned, Takeda envisages a responsive and highly effective system for operating its business, and believes the best way to achieve this is by creating an organization centered on talented personnel with detailed knowledge of the pharmaceutical business and conditions within the company. For this reason, we have not appointed external directors.

Audit System

The organizational form is a company with auditing officers. Takeda has established a system as the "Audit Rules by Corporate Auditors" with the aim of ensuring audits by auditors are implemented effectively by detailing the activities of auditors, including attending important meetings and authority to browse important documents.
As for improving the transparency of management by utilizing human resources from outside the company, we consider that the objectivity and impartiality of the management observation function have been successfully secured through audit by employing two external auditors (out of four auditors in total) and fully functioning.
In addition, the annual shareholders' meeting held in June 2005 passed a resolution to set an upper limit for the seats of auditors (up to four auditors) which are prescribed in the Articles of Incorporation.

Risk Management

In accordance with any risks which we may face in the course of global business development, Takeda adopts an approach whereby the responsible personnel of relevant fundamental organizations control such risks according to the domains involved, as well as preventing and/or minimizing them, depending on the degree and nature of the risks.
Furthermore, through the "Management Policy of Affiliated Companies" institution and the "Takeda group's Management Policy for governance of overseas pharmaceutical subsidiaries", we ensure compliance as well as appropriate business operations conducted in the relevant group companies via the implementation of periodic internal audits and a control self assessment (CSA) program^{[ * ]}, while also clarifying the roles and responsibilities of the same.

[ * ] The CSA program is a program involving an oath taken to confirm adequacy based on the implementation of self-assessment and with reference to the status of internal control by the responsible personnel of relevant divisions and companies and including a subsequent pledge to conduct an improvement program. Takeda uses it on an antecedent basis to conduct assessments and confirmation in terms of financial reports by the management.

For more detail, please see the page of "Risk Management."