Bord of Directors

Chairperson: Outside Director, Takaaki Nishii

  • As a general rule, the Board meeting is held once a month. A total of 14 meetings were held in fiscal 2025, and all Directors and Audit & Supervisory Board Members attended all of the meetings.
    * Of the Board meetings held in fiscal 2025, Joseph Kenneth Keller, Shizuko Ueno, Akihiro Watanabe and Reiko Kinoshita attended only those held after their appointment on June 23, 2025.

Specific Consideration Items by the Bord of Directors

  •  Long-term strategies / Business strategies
  •  6th 5-year Business Plan/ 2035 Vision
  • Annual business plan and budget
  •  Financial results and forecast
  • Decision on Matters Related to the Acquisition of Treasury Stock and Cancellation of Treasury Stock
  • Execution status of business investments
  • Sustainability / ESG management
  • Materiality KPI
  • Risk management
  • Internal audit plans and results
  • Appointment of Representative Directors and Executive Directors
  • Appointment of candidates for Directors and Audit & Supervisory Board Members
  • Global Management Structure and Organizational Restructuring
  • Appointment of CxO, unit heads, and head of global corporate function in Global Management structure
  • Appointment of Corporate Officers
  • Board evaluation
  •  Compensation amounts for individual Directors and Corporate Officers
  •  Payment of annual performance-based bonuses to Directors and Corporate Officers
  • Evaluation coefficients for Medium-term performance-based share compensation
  • Payment of monetary compensation receivables for restricted shares and disposal of own shares
  •  Daiichi Sankyo Group Monthly Business Report

Nomination Committee

Chairperson: Outside Director, Akihiro Watanabe
Members: Outside Directors, Yasuhiro Komatsu, Takaaki Nishii, Yo Honma and Reiko Kinoshita
Observer: Outside Audit & Supervisory Board Member, Takashi Murata
  • It has been established to deliberate matters required for selection and dismissal of the CEO/COO, successor plan of the CEO, and selection of candidates for Directors, at the request of the Board, 
    and contribute to the enhancement of management transparency and oversight functions.
  • A total of 10 meetings were held in fiscal 2025, and all committee members and observer attended all meetings.
    * Of the Nomination Committee meetings held in fiscal 2025, Akihiro Watanabe and Reiko Kinoshita attended only those held after his appointment on June 23, 2025.
  • The Nomination Committee is composed of five Outside Directors and one Outside Audit & Supervisory Board Member participates as an observer.
 

Specific Consideration Items by the Nomination Committee

  • Appointment, dismissal, and reelection of CEO
  • CEO Succession Plan
  • Appointment of Representative Directors and Executive Directors
  • Appointment of candidates for Directors and Audit & Supervisory Board Members
  • Skill Matrix of the Board
  •  Appointment of CxO, unit heads, and head of global corporate function in Global Management structure
  •  Appointment of Corporate Officers
  •  Partial Revision of the Corporate Officer System


Compensation Committee

Chairperson: Outside Director, Yo Honma
Members: Outside Directors, Yasuhiro Komatsu,Takaaki Nishii, Akihiro Watanabe and Reiko Kinoshita
Observer: Outside Audit & Supervisory Board Member, Sayuri Tago
  • It has been established to deliberate matters required for a policy on compensation of Directors as well as the individual amounts of compensation at the request of the Board and contribute to the 
    enhancement of management transparency and oversight functions.
  • A total of 11 meetings were held in fiscal 2024, and all committee members and observer attended all meetings.
    * Of the Compensation Committee meetings held in fiscal 2025, Akihiro Watanabe and Reiko Kinoshita attended only those held after his appointment on June 23, 2025.  
  • The Compensation Committee is composed of five Outside Directors and one Outside Audit & Supervisory Board Member participates as an observer.
  

Specific Consideration Items by the Compensation Committee

  • Individual compensation amounts, bonus payment amounts, and calculation criteria for Directors
  • Individual compensation amounts, bonus payment amounts, and calculation criteria for Corporate Officers
  • Fiscal 2024 Evaluation coefficients for Medium-term performance-based share compensation
  • Allocation of restricted shares
  • Renewal of the directors and officers, etc. liability insurance policy
  • Partial Revision of the Policy Regarding Decisions on Individual Directors’ Compensation and Other Benefits
  • Verification of the compensation level for Directors and other officers
  • Issues regarding the compensation system

* In September and April, in addition to the usual deliberations, the Nomination Committee and the Compensation Committee held joint meetings to discuss the setting of goals for the Executive 
   Chairperson and CEO and evaluation of both.



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