Corporate Governance

Policy toward Corporate Governance

Takeda's management mission is to "strive towards better health for people 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 on a global scale. We are strengthening internal controls, including rigorous compliance and risk management, 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 the fundamental policies for the Group, and management and business operations are then conducted in accordance with their decisions. Transparency of the Board of Directors is achieved through audits conducted by Audit and Supervisory Committee. Moreover, as management tasks continue to diversify, the company shall establish Takeda Executive Team that consists of members who manage and supervise each function of Takeda Group under President and Chief Executive Officer, and also establish Business Review Committee (which is responsible for general management matters), Portfolio Review Committee (which is responsible for R&D and products related matters), and Audit, Risk and Compliance Committee (which is responsible for internal audit, risk management and compliance matters) that review important matters to ensure systems whereby faster and more flexible work execution and deeper cooperation among the various functions take place.

Schematic Diagram of Takeda's Corporate Governance System, Including the Internal Control System

 

Takeda has given its Board of Directors the primary functions of observing and overseeing business execution as well as decision-making for strategic or particularly important matters regarding company management. The Board of Directors consists of 15 Directors (including 1 female), 11 Japanese and 4 non-Japanese, including 9 Outside Directors, and meets in principle 8th per year to make resolutions and receive reports on important matters regarding management.

Furthermore, Takeda has a Nomination Committee and a Compensation Committee as advisory committees of the board. The Nomination Committee consists of 1 Outside Director as a Chairman, 2 Outside Directors and 1 Internal Director, and the Compensation Committee consists of 1 Outside Director as a Chairman, 1 Outside Director and 1 internal Director. Together, the committees serve to ensure transparency and objectivity in decision-making processes and results relating to personnel matters for internal directors (appropriate standards and procedures for appointment and reappointment, and having and administering appropriate succession plans) and to the compensation system (appropriate levels of compensation for the directors, appropriate performance targets within the director bonus system, and appropriate bonuses based on business results).

Any risks we may face in the course of global business operations are managed by the personnel responsible for risk management in each function 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,” we work to clarify the roles and responsibilities of each function. We ensure compliance and appropriate business operations through implementation of periodic internal audits and the Control Self Assessment (CSA) program* to each group company and each function of the Company.

 

* 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.

Auditing Structure / System

Takeda is a "Company with Audit and Supervisory Committee" as defined in Japan's Companies Act. Audit and Supervisory Committee consists of 1 Outside Director as a Chairman, 2 Outside Directors and 1 Internal Director. The Audit and Supervisory Committee closely cooperates with internal control departments (divisions responsible for supervising the internal control function such as compliance, risk management and accounting/finance, etc.) and utilize information from the Division to enable effective audits and supervision by the Audit and Supervisory Committee. In addition, KPMG AZSA & Co. serves as the accounting auditor.

 

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