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 outside corporate auditors. At the same time, the company also has outside directors who bring perspectives from other industries to help ensure the appropriate execution of business operations. Moreover, as management tasks continue to diversify, the Group has appointed special officers to ensure a flexible and swift response: the Chief Medical & Scientific Officer (CMSO), who is responsible for promoting innovation and increasing the productivity of R&D activities; and the Chief Commercial Officer (CCO), who manages all overseas sales and marketing functions, except in the area of oncology.

 

Takeda has also established a Global Leadership Committee, composed mainly of internal directors, which responds to the global business risks that have accompanied the expansion of the scope of our business. The Global Leadership Committee assembles to deliberate and make decisions on the important issues facing the Group, from an optimal company-wide perspective.

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 company management. The Board of Directors consists of eight directors (all male), six Japanese and two non-Japanese, including two outside directors, and meets in principle once per month to make resolutions and receive reports on important matters regarding management.

 

Furthermore, a Nomination Committee and a Compensation Committee have been established as advisory bodies to the Board of Directors. These committees are each chaired by an outside 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 organization 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..

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 outside corporate auditors (out of four auditors in total; all male), 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.