Takeda Announces its Transition to a Company with Audit and Supervisory Committee and Partial Amendment to the Articles of Incorporation

April 28, 2016

Osaka, Japan, April 28, 2016 --- Takeda Pharmaceutical Company Limited (“Company”) (TSE: 4502) today announced that the meeting of the Board of Directors held on April 28, 2016 resolved that it will propose to the 140th Ordinary General Meeting of Shareholders to be held on June 29, 2016 the partial amendment to the Articles of Incorporation to change its corporate governance system from a “Company with Board of Corporate Auditors” to a “Company with Audit and Supervisory Committee”. The change in the Officers accompanied by the transition above will be announced later when it is determined.

1. Transition of the corporate governance system to a Company with Audit and Supervisory Committee

(1) Purpose of the transition

The Company determined to become a Company with Audit and Supervisory Committee to further enhance its corporate governance, further accelerate decision-making concerning the execution of operations, and improve the decision-making structure so that it is not inferior to major global companies that are expanding their businesses globally.

(2) Timing of the transition

It is scheduled that the Company will become a Company with Audit and Supervisory Committee after obtaining approval for the necessary amendment to the Articles of Incorporation at the 140th Ordinary General Meeting of Shareholders to be held on June 29, 2016.

2. Partial Amendment to the Articles of Incorporation to become a Company with Audit and Supervisory Committee, etc.

(1) Purpose of the amendment to the Articles of Incorporation

(i)       In order to become a Company with Audit and Supervisory Committee, the Company will newly establish provisions regarding the Audit and Supervisory Committee and an Audit and Supervisory Committee Member; and delete provisions regarding the Board of Corporate Auditors and a Corporate Auditor. In addition, the Company will newly establish Article 24 of the proposed amendments regarding delegation of authority to Directors; and delete Article 27 of the current Articles of Incorporation, which stipulates that a resolution of the Board of Directors is required for the appointment of Consultants and Advisers, in order to enable us to make decisions and execute operations flexibly.

(ii)     In order to return profit to shareholders flexibly, the Company will newly establish Article 29 of the proposed amendments, that enables us to decide the acquisition of own shares and the dividend from surplus by a resolution of the Board of Directors.  The Company will also delete Articles 7 and 37 of the current Articles of Incorporation that set forth the content that overlaps with Article 29 of the proposed amendments regarding the acquisition of own shares and interim dividends, and relocate part of the provision regarding the record date of the interim dividends in Article 37 of the current Articles of Incorporation to Paragraph 2 of Article 30 of the proposed amendments.

(iii)   The Company will amend Article 14 of the current Articles of Incorporation prescribing the matters concerning a Convener and the Chairman of the general meeting of shareholders, in order to make it clear that the Chairman of the Board would, in principle, serve as the Chairman of the general meetings of shareholders.

(iv)   As the number of Internal Directors (excluding Directors who are Audit and Supervisory Committee Members) is expected to continue to remain small in the future, the Company determines not to have Executive Vice Presidents, Senior Managing Directors, and Managing Directors for the time being, and will delete the related wording in Paragraph 1 of Article 24 of the current Articles of Incorporation, and delete Paragraph 4 of the same article.  In addition, the Company will amend Paragraphs 2 and 3 of the same article prescribing the matters concerning the Chairman of the Board of Directors, in order to ensure the operational flexibility of the Board of Directors.

(v)     Accompanied by the amendment to Paragraph 1 of Article 24 of the current Articles of Incorporation, the Company will also amend Article 25 of the current Articles of Incorporation that limits candidates for Representative Directors to Directors with title.

(vi)   As a result of expanding the scope of Officers who are entitled to conclude a contract for limitation of liability under the Amended Companies Act, it is proposed to change the scope of Directors who are entitled to conclude a contract for limitation of liability as prescribed in Paragraph 2, Article 26 of the current Articles of Incorporation, in order to enable non-executive Directors to fully demonstrate their expected roles, and to continue to procure talented persons.

(vii) After deleting Article 34 of the current Articles of Incorporation, the Company will establish supplementary provisions in order to clarify that reduction of or exemption from liability of Corporate Auditors based on the provision of the same article are continuously enabled for the required period.

(viii) As a result of the amendments above, the title of a chapter and the number of chapters and articles will be adjusted where necessary.

(2) Contents of amendment to the Articles of Incorporation

The contents of amendment are as set forth in the Attachment attached hereto.

(3) Schedule

  • The scheduled date of the general meeting of shareholders to amend the Articles of Incorporation: June 29, 2016
  • The scheduled effective date of amendment to the Articles of Incorporation: June 29, 2016

 

Media Contacts:

Japanese Media
Tsuyoshi Tada
tsuyoshi.tada@takeda.com

###