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    Corporate Governance Guidelines

Regarding Eisai's Corporate Governance

Eisai adopted the following corporate concept and incorporated them into the company's Articles of Incorporation as a commitment to our shareholders.

(Corporate concept)
1 The Company's corporate concept is to give first thought to patients and their families, and to increase the benefits that health care provides. Under this concept, the Company endeavors to become a human health care (hhc) company.
2 The Company's mission is the enhancement of patient satisfaction. The Company believes that revenues and earnings will be generated as a consequence of the fulfillment of the mission. The Company places importance on this positive sequence of the mission and the ensuing results.
3 Positioning compliance, the observance of legal and ethical standards as a core in all business activities, the Company strives to fulfill corporate social responsibilities.
4 The Company's principal stakeholders are patients, customers, shareholders and employees. The Company seeks to foster a good relationship with stakeholders and to enhance their value through making the following efforts:
(1)  Satisfying unmet medical needs, ensuring stable supply of high quality products, and providing useful information of safety and efficacy.
(2)  Timely disclosure of corporate managerial information, enhancement of corporate value, and proactive return to shareholders.
(3)  Ensuring stable employment, offering challenging and fulfilling duties, and providing full opportunities for the development and enhancement of employees' capabilities.

This corporate concept is commonly shared as common knowledge among Eisai's Japanese and overseas group companies (Eisai Network Companies). While developing Eisai's global business through their respective separate operations, they work as one toward the realization of this corporate concept.
To realize the corporate concept, corporate measures and policies must be executed with the long-term vision. Such implementation is made possible only with the trust of its shareholders.
By strengthening its corporate governance, Eisai aims to secure the trust of its shareholders. With such trust, our shareholders will be incentivised to hold our shares with confident for a long time.
The essence of robust corporate governance is to encourage corporate vitality, to provide fair management and to enhance the transparency of management.
Various measures have been implemented and continually strengthened by Eisai for its corporate governance. This includes the introduction of the Corporate Officer System and the establishment of a Corporate Governance Committee with an outside director as chair in fiscal 2000, and the adoption of the Company with Committees System in 2004.
The core aspect of Eisai's corporate governance is the clear separation of the function of management oversight from that of business execution, by maximizing the advantage of the Company with Committees System and the appointment of independent outside directors.
Speed and flexibility of business execution is enhanced by significantly delegating management decision-making from the Board of Directors to the Executive Officers. Management vitality is increased by providing Executive Officers with autonomy under internal control by the Executive Officers. At the same time, with the trust of the shareholders, the Board of Directors (of which outside directors constitute the majority) performs its corporate management oversight, makes optimum decisions and thereby securers the fairness of management.
In addition, by disclosing to the shareholders important information related to management in a timely, appropriate, easy-to-understand and accessible way, Eisai strives for good communication with the shareholders.
Eisai's Corporate Governance Guidelines was adopted in fiscal 2000 and has been periodically reviewed and revised to further strengthen its corporate governance. With the eighth revision of these guidelines, Eisai takes the opportunity to disclose its Corporate Governance Guidelines to its shareholders.

Corporate Governance Guidelines

    Article 1 (Purpose)
These Guidelines provide for the system for the realization of optimum corporate governance by Eisai Co., Ltd. (“the Company”) which, through the realization of the corporate concept laid down by the Company in its Articles of Incorporation, shall enhance corporate value and increase the common interests of the shareholders on a long-term basis and shall enable shareholders to possess the Company's shares over the long-term without anxiety.

    Article 2 (Separation of management oversight and business execution)
1. In order to increase management vitality and secure fairness of management, the Company shall clearly separate management oversight and business execution functions. Management oversight shall be carried out by the Board of Directors, and business execution shall be carried out by Executive Officers.
2. To allow Executive Officers to execute corporate measures with more speed and flexibility, and at the same time enable the Board of Directors to more effectively and efficiently carry out management oversight, the Board of Directors shall, to the extent allowed by law, delegate a great portion of decision-making related to business execution to the Executive Officers.
3. To thoroughly separate management oversight and business execution functions, the roles of the Board Chair and that of the Representative Executive Officer/President & Chief Executive Officer (CEO) shall be separated.
4. To secure increase in management vitality and fairness of management, the functions of the Board of Directors and Executive Officers shall be separated. However, they shall strive for good mutual communication in order to realize the Company's corporate concept, enhance corporate value, and increase common interest of shareholders.

    Article 3 (Managerial Transparency)
1. The Company shall actively, timely and in an appropriate manner disclose important information related to management, regardless of whether the content is positive or negative.
2. The information shall be comprehensible and be disclosed in a manner easy for shareholders to access.
3. The Company shall strive to communicate, with shareholders, information related to long-term increases to the common interests of the shareholders.

    Article 4 (General Meeting of Shareholders)
1. The General Meeting of Shareholders is the highest decision-making body to reflect the intentions of shareholders. Directors and Executive Officers shall provide shareholders with sufficient information regarding proposals and related information and offer sufficient explanations at a General Meeting of Shareholders, in order to enable shareholders to appropriately execute their voting rights.
2. The Company shall facilitate an environment that enables not only shareholders present at a General Meeting of Shareholders but also all other shareholders to appropriately execute their voting rights.

    Article 5 (Duty of the Board of Directors)
1. The Board of Directors shall aim for the realization of the corporate concept, through the implementation of optimum corporate governance, and shall execute its duty. The Board of Directors shall fully utilize its oversight functions and make the best of decisions for the enhancement of corporate value and increase of the common interests of the shareholders on a long-term basis.
2. The Board of Directors shall determine matters provided by law, the Articles of Incorporation and the Rules of the Board of Directors including basic management policies and the appointment of Executive Officers.
3. The Board of Directors shall oversee the execution of duties by the Directors and Executive Officers on the basis of reports from the Nomination Committee, Audit Committee, the Compensation Committee and the Executive Officers.
4. The Board of Directors shall be accountable for making fair decisions and taking appropriate actions on such conduct that may possibly damage the corporate concept, corporate value or the common interests of the shareholders. Outside Directors shall take the initiative to further enhance fairness and appropriateness.
5. The Board of Directors shall establish, as needed, committees within the Board of Directors other than the Nomination, Audit and Compensation committees.
6. The Board of Directors shall seek, as needed, the advice of outside specialists.
7. The Board of Directors, together with the Nomination, Audit and Compensation committees, shall execute duties regarding the implementation of optimum corporate governance, with consideration to their authority provided under the Companies Act and without violating the same. At the same time, they shall strive for mutual communication.
8. The Board of Directors shall review the Corporate Governance Guidelines and the execution of duties by the Board of Directors at the meeting of the Board of Directors held every April.

    Article 6 (Composition of the Board of Directors)
1. The Board of Directors shall be composed of a diversity of Directors, each with differing specialized knowledge and experience.
2. The majority of the Board of Directors shall be composed of Outside Directors.
3. An appropriate number of Directors shall always be maintained.
4. A Secretariat of the Board of Directors shall be established to perform the clerical work of the Board of Directors.

    Article 7 (Chair of the Board of Directors)
1. The Chair of the Board of Directors shall not concurrently be an Executive Officer. In principle, the Chair shall be appointed from the Outside Directors.
2. The Chair of the Board of Directors shall enhance the quality of debates among the Board of Directors and operate the Board effectively and efficiently.
3. The Chair of the Board of Directors shall lead the Board of Directors, execute an appropriate selection of agendas, and at the same time provide sufficient information to Directors related to the agenda in advance of holding the meetings of the Board of Directors.

    Article 8 (Directors)
1. The term of office of Directors shall be one (1) year. Directors shall be elected every year at the General Meeting of Shareholders.
2. Directors shall bear the responsibility for the execution of their duties of care and loyalty.
3. Directors shall collect sufficient information as well as seek explanations at the meeting of the Board of Directors, proactively express their opinions, etc. and exercise their voting rights appropriately in order to execute their duties.
4. Directors shall not neglect issues known about the Company. This shall be carried out through the timely and appropriate execution of rights to propose agenda to the Board of Directors as well as the right to convene a meeting of the Board of Directors.
5. Directors shall not carry out transactions that conflict with the interests of or are competitive to the Company without the approval of the Board of Directors pursuant to the Companies Act.
6. Directors shall execute their duties as Director by spending a sufficient amount of time on such duties and by displaying expected capabilities.

    Article 9 (Outside Directors)
1. Outside Directors shall not only satisfy requirements provided by the Companies Act but also be independent of the Company.
2. Criteria for the determination of the independency of Outside Directors shall be provided by the Nomination Committee with consideration to his/her business relationship with the Company and Eisai Network Companies, and personal relationships with the Company's and Eisai Network Company's executives and employees.
3. Outside Directors shall continually be provided with information, such as that related to the Company's corporate concept, corporate culture and managerial environment, through the Secretariat of the Board of Directors.
4. Outside Directors shall, in principle, hold a meeting solely composed of Outside Directors in March every year and freely discuss matters related to the Company's corporate governance and business.

    Article 10 (Nomination Committee)
1. The Nomination Committee shall determine proposals related to the nomination and dismissal of Directors to be submitted to a General Meeting of Shareholders.
2. The Nomination Committee shall be entirely composed of Outside Directors.
3. The Nomination Committee shall establish basic policies, rules, and procedures necessary for the execution of its duties.
4. The Secretariat of the Board of Directors shall also act as the Secretariat of the Nomination Committee.

    Article 11 (Audit Committee)
1. The Audit Committee shall audit the execution of duties by Directors and Executive Officers, determine proposals related to the election, dismissal, and non-reappointment of Accounting Auditors to be submitted to a General Meeting of Shareholders, and conduct accounting audits and other matters provided by applicable laws.
2. The majority of the Audit Committee shall be composed of Outside Directors.
3. The Chair of the Audit Committee shall be appointed from the Outside Directors.
4. Outside Directors for the Audit Committee shall be appointed from those with expertise in finance, accounting, legal affairs, management, and so on. Internal Directors shall be appointed from those with abundant experience within the Company.
5. Members of the Audit Committee shall not concurrently be members of the Nomination Committee or Compensation Committee.
6. The Audit Committee shall establish basic policies, rules and procedures necessary for the execution of its duties.
7. A Management Audit Department shall be established to perform the clerical duties of the Audit Committee.

    Article 12 (Compensation Committee)
1. The Compensation Committee shall determine policies related to the determination of the content of the compensation of Directors and Executive Officers as well as the content of individual Directors, Eand Executive Officers, Ecompensation.
2. The Compensation Committee shall be entirely composed of Outside Directors
3. The Compensation Committee shall establish basic policies, rules, and procedures necessary for the execution of its duties.
4. The Secretariat of the Board of Directors shall also act as the Secretariat of the Compensation Committee.

    Article 13 (Representative Executive Officer & President)
1. The Representative Executive Officer & President is the Chief Executive Officer (CEO) who shall hold all powers delegated by the Board of Directors in relation to the execution of business. The Representative Executive Officer & President shall make decisions for the best execution of business towards the realization of the Company's corporate concept, enhancement of corporate value, and the long-term increase of the common interests of the shareholders, and implement such corporate measures.
2. The Representative Executive Officer & President shall carry out sufficient explanation to the Board of Directors regarding the execution of business. The Representative Executive Officer & President shall concurrently be a Director for this purpose as well.
3. The Representative Executive Officer & President shall establish an internal control system, inclusive of conformity to applicable laws and risk management, and continually strive towards improvement as well as evaluate the effectiveness of the same.
4. The Representative Executive Officer & President shall timely and appropriately provide to the Audit Committee information that will enable appropriate audits by the Audit Committee.

    Article 14 (Development of Management)
The Representative Executive Officer & President shall exchange opinions with the Nomination Committee regarding plans for the development of human resources to manage the Company in the future.

    Article 15 (Executive Officers)
1. The term of office of Executive Officers shall be one (1) year. The Representative Executive Officer & President shall nominate candidates every year, and the Executive Officers shall be appointed by the Board of Directors.
2. Executive Officers shall bear the responsibility for the execution of their duties of care and loyalty.
3. Executive Officers shall be those with the important duty of realizing the corporate concept, enhancing corporate value and increasing the common interest of shareholders in the long-term. Executive Officers shall have, upon being delegated from the Representative Executive Officer & President, the authority to make decisions related to the operations of which they are in charge, orient themselves towards the fulfillment of their goals, and responsibly execute their duties.
4. Executive Officers shall not carry out transactions that conflict with the interests of or are competitive to the Company without the approval of the Board of Directors pursuant to the Companies Act.
5. An appropriate number of Executive Officers shall always be maintained.

    Article 16 (Compensation of Directors and Executive Officers)
1. The compensation of Directors shall be commensurate to that which will enable them to sufficiently perform their oversight functions.
2. The compensation of Executive Officers shall be that which strongly motivates them as an Executive Officer as well as takes their performance into consideration.

    Article 17 (Accounting Auditors)
1. Accounting Auditors shall ensure the reliability of financial statements and they play an important role in strengthening corporate governance.
2. The independence of Accounting Auditors from the Company shall be maintained.
3. There shall be systematic management for the quality control of audits conducted by Accounting Auditors.
4. The Audit Committee shall confirm the maintenance of the independence of Accounting Auditors and the systematic management for the quality control of audits.

    Article 18 (Internal Control)
The Company recognizes that internal control is an important element in obtaining the trust of shareholders. Based on the resolutions of the Board of Directors related to internal control pursuant to the Companies Act, the Company shall ensure the Executive Officers maintain a system necessary for compliance with laws and ethics, the efficacy and efficiency of business and the reliability of financial reports, and ensure the Executive Officers make such a system effectively work.

    Article 19 (Other)
In case it is necessary to make exemptions to these Guidelines, the Board of Directors shall make known that the execution of the exemption arose due to unavoidable reasons, that the purport of these Guidelines were taken into account and that reasonable and appropriate measures were taken.

    Article 20 (Revisions)
These Guidelines may be revised only by resolution of the Board of Directors.


Supplementary Provisions
    Article 1 (Enforcement)
These Guidelines have been in force since October 29, 2004 in lieu of the Corporate Governance Regulations which were established by the Company on March 23, 2001. The revision history of these Guidelines is as follows:
- March 23, 2001: Established (Corporate Governance Regulations)
- September 21, 2001:  Revision made
- April 25, 2002: Revision made
- June 27, 2002: Revision made
- June 24, 2003: Revision made
- May 11, 2004: Revision made
- October 29, 2004 Revision made (Corporate Governance Guidelines)
- July 29, 2005: Revision made
- April 26, 2007: Revision made
(End of document)

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