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Board of Directors

Roles

The Board 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. In addition, the Board supervises business executed by management through receiving a report relating to a part of important business matters delegated to the management based on the Articles of Incorporation.


Composition

In order to strengthen supervisory functions and further deliver objectivity and transparency through the deliberations, Independent External Directors comprise a majority of the Board of Directors of the Company. The Company has 16 Directors (including four Directors who are Audit and Supervisory Committee Members), of which 12 are Independent External Directors (including four Independent External Directors who are Audit and Supervisory Committee Members). The Board of Directors is chaired by an Independent External Director.


Diversity

The Company appoint individuals from inside and outside the Company, irrespective of nationality, gender, career or age, who can contribute to the balance of knowledge, experience, and capacity needed for the governance of the Company's global operations, by identifying the skills required for the Company’s business strategy.

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Skill Matrix (to be disclosed at a later date)


Independent Qualification

The Company 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.


Access to Internal Information, Executive Meeting

  • Independent Directors have free access to all Internal Directors and employees of the Company and are eligible to request them to make an explanation and report and provide materials as necessary and appropriate.
  • Independent Directors have meetings consisting only of the Independent Directors regularly and openly discuss the matters relating to the business and corporate governance, etc. of the Company. Independent Directors shall share the opinions and insights with each other at the Executive meetings and provide their opinions to the management.

Training and Supporting to Directors

  • The Company 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. Also, the Company continues to provide useful information and learning opportunities, etc. even after the Directors take office. With respect to External Directors, in addition to the above, the Company provides information about the Company and the pharmaceutical industry when they take office, and, even after that, the Company continually provides such information to them and also provides them with study sessions and site visits, as appropriate.
  • The Company provides, in a timely manner, relevant information about important management-related matters to External Directors to help them make informed decisions. The Company explains the summary of topics to be discussed at board meetings to External Directors in advance.

Evaluation of Board Effectiveness

An evaluation of the performance and effectiveness of the Board of Directors is conducted once a year, in principle, by third party organizations in such a way that the individual opinions of the Directors are efficiently obtained. Each Director individually completes a questionnaire and/or is individually interviewed. Based on the results of the evaluation, the Board of Directors analyzes and evaluates their effectiveness and acts on any opportunities for improvement.
Please refer to Corporate Governance Report.