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 13 Directors (including 1 female), 8 Japanese and 5 non-Japanese, including 8 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).

With respects to all risk factors including major potential risk for the Company, the person(s) in charge of each function shall control and manage such risk factors in each area under his/her charge using qualitative and quantitative criteria in designing and implementing mid-range and annual plans, and shall take all necessary measures or remedies available to avoid and minimize such risk factors, depending on the degree and content of the risk the Company is exposed to, in compliance with the countermeasures to cope therewith and any contingency plans. 

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 divisions responsible for 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.

Corporate Governance Report (July 3, 2017)

 

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