Management Structure | Takeda Pharmaceuticals
Our advanced and robust corporate governance model has been, and will continue to be, critical to our success. And our leadership is accountable to the communities that rely on us for responsible delivery of our commitments.
Board of Directors
The Board of Directors (BOD) discusses and resolves strategic or particularly important matters such as the establishment of and amendments to the Company group’s corporate philosophy as well as important management policies and plans such as mid-to long-term strategies and corporate plans. The BOD also supervises business executed by management through receiving a report delegated to the management based on the Articles of Incorporation.
We have identified the knowledge, experience, and skills necessary to discuss and establish management and business strategies of our company, which operates on a global basis. In order to ensure the balance, we appoint individuals from inside and outside Takeda, irrespective of nationality, gender, career or age.
Takeda's Directors have well-balanced skills necessary to advise and supervise the company, which ensures strategic discussions at the BOD meeting. For more information, please refer to our BOD Skill Matrix.
Policy on Board of Director's diversity and skills of Directors (Exhibit of Nomination Committee Charter)
Takeda has established its “Internal criteria for independence of External Directors” to ensure such Directors are of a character that we believe is truly important for realizing the common interests of the shareholders and elected all External Directors who meet these criteria as Independent Directors.
Internal Criteria for Independence of External Directors of the Company (Exhibit of Nomination Committee Charter)
Takeda provides necessary information about the company (Values (Takeda-ism), industry trends and legal responsibilities (duty of care, duty of loyalty, etc.) to the Directors when they take office. We continue to provide useful information and learning opportunities throughout their tenure. For Independent External Directors, in addition to the above, Takeda provides information about the pharmaceutical industry, as well as additional study sessions and site visits, as appropriate.
Takeda provides, in a timely manner, relevant information about important management-related matters to Independent External Directors to help them make informed decisions. In addition, we explain the summary of topics to be discussed at BOD meetings to External Directors in advance.
Nomination Committee and Compensation Committee
As an advisory body for the BOD, the Compensation Committee examines the compensation policies for Directors other than Audit and Supervisory Committee (ASC) members and the appropriateness of compensation including its specific distribution to each Director other than members of the ASC. In addition, to ensure the objectivity and transparency of compensation determination, the Compensation Committee decides the amount of compensation for individual internal directors with a resolution of delegation by the BOD.
In both committees, all members and the chairperson must be external directors and at least one of the committee members must be an Audit and Supervisory Committee member, which are stipulated in each charter. The President & CEO attends as an observer in the Nomination Committee.
Audit and Supervisory Committee and Internal Audit
The Audit and Supervisory Committee ensures its independence and effectiveness in line with the “Audit and Supervisory Committee Charter” and Internal Guidelines on Audit and Supervision of Audit and Supervisory Committee. The Committee conducts audits of the Directors’ performance of duties and performs any other duties stipulated under laws and regulations and the Articles of Incorporation.
The Audit and Supervisory Committee consists only of external directors to further enhance the independence of the Committee. The Audit and Supervisory Committee is an independent committee; its mission is to monitor and verify the performance of duties by directors and contributes to the proper governance and decision-making of the BOD.
Takeda established the Takeda Executive Team (TET), which consists of the President & CEO and function heads of the Takeda Group, in order to ensure the agility and flexibility of business execution and deeper collaboration among the various functions. The TET, consists of 16 members with diverse backgrounds, including in expertise, nationality and gender (10 males and 6 females). While respecting the perspectives of various stakeholders, TET discusses and makes decisions on management strategies and other important management and operational matters. Our agile and simple global organization empowers each member to make decisions and act in the best interests of our patients.
The BOD delegates responsibilities for decision-making for some of the important business decisions to Internal Directors. The decisions of these matters are delegated to the following three decision making bodies. Each committee consists mainly of TET to ensure the agility and flexibility of business execution and deeper cooperation among the various functions. The BOD supervises the management's execution of these matters through the reports of the three committees.
Business & Sustainability Committee: Responsible for corporate / business development matters and sustainability-related matters
Portfolio Review Committee: Responsible for R&D and product-related matters
Risk, Ethics and Compliance Committee: Responsible for risk management, business ethics and compliance matters
Matters not requiring the approval of the aforementioned committees are delegated to each TET member based on the Takeda Group’s Management Policy (T-MAP). Takeda aims for agile and efficient decision-making across the group.