Corporate Governance

In addition to creating a management structure that can respond speedily and flexibly to changes in the business environment, Daiichi Sankyo group is working to secure legal compliance and management transparency and to strengthen oversight of management and the conduct of operations. We place great importance on building up a corporate governance structure that is responsive to the trust of our stakeholders, especially our shareholders.

We aim to ensure sound corporate management by building a corporate governance structure with sufficient outside perspectives by establishing a Nomination Committee and a Compensation Committee as voluntary committees consisted of Members of the Board (Outside) who form a majority of each committee members.

Daiichi Sankyo strives to maximize shareholder value based on sustainable growth by strengthening corporate governance continuously.

For additional information, please read our Corporate Governance Report.

Characteristics of Daiichi Sankyo's Corporate Governance

  • To clarify Members’ of the Board management responsibility and reinforce their oversight of management and the conduct of operations, their terms of office are set at one year, and four out of our ten Members of the Board are Members of the Board (Outside).
  • To ensure management transparency, nomination of candidates for Members of the Board and Corporate Officers and compensation thereof are deliberated on by a Nomination Committee and a Compensation Committee, respectively, which are established as voluntary committees. These Committees consist of at least three Members of the Board, of whom Members of the Board (Outside) form a majority, and are chaired by a Member of the Board (Outside). (Currently each of these committees is comprised entirely of Members of the Board (Outside).
  • For audits of legal compliance and soundness of management, the Company has adopted an Audit and Supervisory Board system and established the Audit and Supervisory Board comprising five members, including Members of the Audit and Supervisory Board (Outside) who form a majority.
  • The Company prescribes specific criteria on the judgment of independence of Members of the Board (Outside) and Members of the Audit and Supervisory Board (Outside) and basic matters regarding execution of duties by Members of the Board and Members of the Audit and Supervisory Board.
  • The Company employs a Corporate Officer System which contributes to appropriate and swift management decision-making and the conduct of operations.

Corporate Governance Structure

Nomination Committee

  • The Nomination Committee is established to deliberate matters required for the nomination of Members of the Board and Corporate Officers at the request of the Board of Directors and contribute to the enhancement of management transparency.
  • 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 is established to deliberate matters required for a policy on compensation of Members of the Board and Corporate Officers at the request of the Board of Directors and contribute to the enhancement of management transparency.
  • 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 and Member of the Audit and Supervisory 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 restricted stocks remuneration to provide long-term incentives.
  • In order to ensure that Members of the Board (Outside) and Members of the Audit and 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 and Supervisory Board

  • Payment of basic remuneration to Members of the Board up to ¥450 million per fiscal year and granting of restricted stocks remuneration to Members of the Board in the total amount up to ¥140 million per fiscal 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 and Supervisory Board, which consists only of basic remuneration, up to ¥120 million per fiscal year has been approved by the General Meeting of Shareholders.

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Who We Are

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