Corporate Governance

Daiichi Sankyo's management structure is designed to rapidly and effectively address changes in the marketplace. We strive to achieve legal and regulatory compliance - and transparency in how we do business - while strengthening oversight of management and company operations. We also recognize the importance of having a corporate governance system that helps us earn the trust and confidence of all our stakeholders.

To meet our objectives, we appoint four out of 10 directors from outside the Group and require our directors to serve one-year terms. Nomination and compensation committees - primarily consisting of outside members - consider candidates for the positions of directors and corporate officers, as well as compensation. Our corporate officer system, supervised by the board of directors, facilitates timely and appropriate decision-making and execution. We also have adopted an auditor system and established a board of auditors to ensure legal compliance and sound management practices. Two out of four auditors are from outside the Group.

For additional information, please read our Corporate Governance Report.

The Daiichi Sankyo Group’s management structure is designed to swiftly and flexibly address changes in the business environment. At the same time, we strive to ensure legal and regulatory compliance and management transparency while strengthening oversight of management and company operations.
We have established a Nomination Committee and a Compensation Committee, which are discretionary organs. Members of the Board (Outside) comprise a majority of the membership of each of these committees. By introducing outside perspectives into the deliberations of the Board of Directors, we aim to ensure sound corporate management.
While continually strengthening corporate governance, Daiichi Sankyo strives to maximize shareholder value based on sustainable growth.

Characteristics of Daiichi Sankyo’s Corporate Governance

• The term of office of Members of the Board is one year. Four Members of the Board out of ten are Members of the Board (Outside).

• A Nomination Committee and a Compensation Committee, discretionary organs each of which is chaired by a Member of the Board (Outside), are established.

• Specific criteria on the judgment of independence of Members of the Board (Outside) and Members of the Audit & Supervisory Board (Outside) and basic matters regarding execution of duties by Members of the Board have been clarified.

• A Corporate Officer System is employed to contribute to appropriate and swift decision-making by the management and execution of operations.

Corporate Governance Structure

Nomination Committee

• The Nomination Committee deliberates on nomination of Members of the Board and Corporate Officers at the request of the Board of Directors so that management transparency is secured.

• The Nomination Committee consists of at least three Members of the Board, of whom Members of the Board (Outside) form a majority, and is chaired by a Member of the Board (Outside).

Members

Chairperson:
• Noritaka Uji, Member of the Board (Outside)

Members:
• Hiroshi Toda, Member of the Board (Outside);
• Naoki Adachi, Member of the Board (Outside);
• Tsuguya Fukui, Member of the Board (Outside)

Compensation Committee

• The Compensation Committee deliberates on policy on compensation of Members of the Board and Corporate Officers at the request of the Board of Directors so that management transparency is secured.

• The Compensation Committee consists of at least three Members of the Board, of whom Members of the Board (Outside) form a majority, and is chaired by a Member of the Board (Outside).

Members

Chairperson:
• Hiroshi Toda, Member of the Board (Outside)

Members:
• Noritaka Uji, Member of the Board (Outside);
• Naoki Adachi, Member of the Board (Outside);
• Tsuguya Fukui, Member of the Board (Outside)

Basic Design of Remuneration for Members of the Board

  • Remuneration for Members of the Board is designed such that it contributes to maximization of corporate value. Specifically, in addition to the fixed basic remuneration, the Company grants performance-linked bonuses as short-term incentives and share remuneration-type stock options to provide long-term incentives.
  • In order to ensure that Members of the Board (Outside) and Members of the Audit & Supervisory Board exercise a sufficient supervisory function over the management, the Company pays only basic remuneration without short- or long-term incentives.

Procedures for Determining Remuneration for Members of the Board and Members of the Audit & Supervisory Board

  • Payment of basic remuneration to Members of the Board up to ¥450 million per year and granting of share remuneration-type stock options to Members of the Board in the total amount up to ¥140 million per year have been approved by the General Meeting of Shareholders. Payment of performance-linked bonuses requires approval by the General Meeting of Shareholders for the relevant fiscal year.
  • Payment of remuneration for Members of the Audit & Supervisory Board, which consists only of basic remuneration, up to ¥120 million per year has been approved by the General Meeting of Shareholders.

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Who We Are

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