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| Corporate Governance |
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| Basic Philosophy |
Having positioned the establishment of a system to encourage corporate vitality, provide fair management, and enhance the transparency of management as the essence of corporate governance, the Eisai Group has implemented and continually strengthened various measures to realize these goals. By strengthening our corporate governance, we are certain that we can secure the deeper understanding of and trust in the Eisai Group among shareholders. By executing corporate measures and policies based on a long-term perspective with the understanding and trust of shareholders, it will be possible to enhance corporate value and increase the common interests of the shareholders on a long-term basis. The Eisai Group is implementing initiatives to realize optimum corporate governance from this perspective and in accord with the corporate concept laid down in its Articles of Incorporation. |
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| Outline of the Company’s Corporate Governance System |
The Board of Directors of the Company has developed the corporate governance guidelines with a view to realizing the best possible corporate governance. The guidelines are reviewed regularly and are applied strictly. The Company’s corporate governance guidelines are available on this website.
The cornerstone of the Company’s corporate governance is in the clear separation between the functions of supervision and operation that makes the best of its structural feature as a company with a Company with Committees System. In order to ensure the separation, Outside Directors with independence and neutrality are appointed.
The Board of Directors delegates business decision making extensively to officers to ensure the increased mobility and flexibility of the officers in operations, as well as autonomy in establishing internal controls, thereby increasing management dynamism. The Board of Directors, in which more than half of the members are Outside Directors, focuses on overall supervision activities to ensure objectivity and equity.
The Outside Directors are selected by the Nominating Committee based on the “Requirements for Outside Directors’ Independence and Neutrality” (amended on January 30, 2009).
As for the important information related to the management, the Company tries to disclose material information related to its management in a timely, appropriate, comprehensive and accessible manner, while engaging in communications with the shareholders.
A summary chart of the Company’s corporate governance system is shown below, and the special characteristics of this system are listed below the figure. |
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| 1) |
As far as allowed by law, the Board of Directors shall broadly delegate company management decisions to a great extent to Executive Officers, and focus exclusively on management oversight. |
| 2) |
The Board of Directors shall be composed of members who have a diverse range of specialized professional knowledge and experience. Outside Directors shall constitute the majority of the Board of Directors. |
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The Chair of the Board of Directors shall, in principle, be an Outside Director and be separated from the President and CEO (Representative Executive Officer). |
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Outside Directors shall not only meet the necessary requirements for the Companies Act but also be independent of the Company. |
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The Nomination Committee and Compensation Committee shall be composed solely by Outside Directors. |
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Outside Directors shall constitute the majority of the Audit Committee, with the remainder consisting of Inside Directors who are well informed about matters within the Company. |
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The Chairs of the Nomination Committee, the Audit Committee, and the Compensation Committee shall be Outside Directors. |
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The President and CEO (Representative Executive Officer) shall be the only Director with additional duties as an Executive Officer. |
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A meeting attended solely by the Outside Directors will be held once each year. |
| 10) |
The Board of Directors will conduct a review of its own activities once each year in conformance with corporate governance guidelines. |
| 11) |
The Independent Committee of Outside Directors, composed entirely of Outside Directors, will be formed, and it shall be responsible for maintenance, revision, and abolition of matters related to the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders”. |
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The files are in Adobe PDF Format. To view them you will need to download the Adobe Reader. Adobe Reader, the Acrobat logo are trademarks of Adobe Systems Incorporated. |
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