Board of Directors

Roles

The Board discusses and resolves strategic or particularly important matters such as the establishment of and amendments to the Company group’s corporate philosophy as well as important management policies and plans such as mid-to long-term strategies and corporate plans. In addition, the Board supervises business executed by management through receiving a report relating to a part of important business matters delegated to the management based on the Articles of Incorporation.

Article of Incorporation

Board of Directors Charter

Composition・Diversity

Takeda is values-based, R&D driven, global biopharmaceutical company. We identify the knowledge, experience, and skills necessary for the discussion and establishment of management and business strategies for our company conducting business on a global basis. In order to ensure the balance, we appoint individuals from inside and outside the Company, irrespective of nationality, gender, career or age.
Takeda's Directors have the skills necessary for advising and supervising the Company in well-balanced manner, which ensures the strategic discussion in the BOD meeting. Please refer to our BOD Skill Matrix for additional information.
In order to strengthen supervisory functions and further deliver objectivity and transparency through the deliberations, Independent External Directors comprise a majority of the Board of Directors of the Company. The Company has 15 Directors (including four Directors who are Audit and Supervisory Committee Members), of which 11 are Independent External Directors (including four Independent External Directors who are Audit and Supervisory Committee Members). The Board of Directors is chaired by an Independent External Director.

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Member Introduction

Policy on Board of Director's diversity and skills of Directors (Exhibit of Nomination Committee Charter)

Skill Matrix

Independent Qualification

The Company has established its “Internal criteria for independence of External Directors” to ensure such Directors are of a character that we believe is truly important for realizing the common interests of the shareholders and elected all External Directors who meet these criteria as Independent Directors.

Internal Criteria for Independence of External Directors of the Company (Exhibit of Nomination Committee Charter)

Access to Internal Information, Executive Meeting

Independent Directors have free access to all Internal Directors and employees of the Company and are eligible to request them to make an explanation and report and provide materials as necessary and appropriate.
Independent Directors have meetings consisting only of the Independent Directors regularly and openly discuss the matters relating to the business and corporate governance, etc. of the Company. Independent Directors shall share the opinions and insights with each other at the Executive meetings and provide their opinions to the management.

Training and Supporting to Directors

The Company provides necessary information about the Company (Values (Takeda-ism), industry trends and legal responsibilities (duty of care, duty of loyalty, etc.) to the Directors when they take office. Also, the Company continues to provide useful information and learning opportunities, etc. even after the Directors take office. With respect to External Directors, in addition to the above, the Company provides information about the Company and the pharmaceutical industry when they take office, and, even after that, the Company continually provides such information to them and also provides them with study sessions and site visits, as appropriate.
The Company provides, in a timely manner, relevant information about important management-related matters to External Directors to help them make informed decisions. The Company explains the summary of topics to be discussed at board meetings to External Directors in advance.

Evaluation of Board Effectiveness

An evaluation of the performance and effectiveness of the Board of Directors is conducted once a year, in principle, by third party organizations in such a way that the individual opinions of the Directors are efficiently obtained. Each Director individually completes a questionnaire and/or is individually interviewed. Based on the results of the evaluation, the Board of Directors analyzes and evaluates their effectiveness and acts on any opportunities for improvement.
Please refer to Corporate Governance Report.

Corporate Governance Report

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