The text starts here.

Rules of the Board of Directors

Rules of the Board of Directors

Article 1 (Objective)

These Rules provide the matters relating to the Board of Directors of Eisai Co., Ltd.

Article 2 (Authority)

The Board of Directors shall have the authority to determine matters provided by law, the Articles of Incorporation and these Rules, and to oversee the execution of duties by Directors and Corporate Officers. Matters to be resolved by and reported to the Board of Directors shall be as set out in the Detailed Rules of the Board of Directors except as otherwise provided by law or the Company's Articles of Incorporation.

Article 3 (Composition)

The Board of Directors shall be composed of all Directors.

Article 4 (Convocation)

  1. 1.Except as otherwise provided by law, Board of Directors meetings shall be convened by the Chair of the Board. In case the Chair is prevented from so doing, another Director shall act in the Chair's place in accordance with the order previously determined by the Board of Directors.
  2. 2.Notices for convening Board of Directors meetings shall be dispatched to each Director at least three (3) days prior to the date of the meeting, stating the date and time, place and agenda of the meeting. Such period of notice may, however, be shortened in case of urgency.
  3. 3.Board of Directors meetings may be held without conforming to the convocation procedures provided in the preceding paragraph with the unanimous consent of the Directors.

Article 5 (Holding of meetings)

  1. 1.Board of Directors meetings shall be held at least once every three months.
  2. 2.Board of Directors meetings shall be held at the head office; provided, however, that a meeting may be held at some other place whenever necessary.
  3. 3.Board of Directors meetings shall be held in the Japanese language. Interpreter(s) may be caused to be present at a meeting whenever necessary.

Article 6 (Chair)

Board of Directors meetings shall be presided over by the Chair of the Board. In case the Chair is prevented from so doing, another Director shall act in the Chair's place in accordance with the order previously determined by the Board of Directors.

Article 7 (Methods of adopting resolutions)

  1. 1.Resolutions of the Board of Directors shall be adopted by a majority of the Directors present at each Board of Directors meeting where a majority of the Directors who may participate in considering the resolution is present.
  2. 2.A Director who has a special interest with regard to a resolution of the Board of Directors shall not exercise any voting rights with respect to that resolution.
  3. 3.When a Director proposes an item for consideration of adoption by the Board of Directors, if all Directors (i.e., those who may vote on such resolution) express their approval of such proposal through either a written or an electronic record, the proposal shall be deemed as having been approved by a resolution of the Board of Directors. In such case, regarding the corresponding proposal, the date of the resolution of the Board of Directors of such proposal shall be deemed to be the date that all of the Directors have completed their declaration of intent to agree to such proposal.

Article 8 (Abbreviation of reporting to the Board of Directors)

  1. 1.Any matter that must be reported to the Board of Directors that a Director or a Corporate Officer has notified to all Directors in writing or through electromagnetic record need not be reported to the Board of Directors. In such case, the date that the notification to all Directors regarding the corresponding matter is complete shall be deemed to be the date that such matter need not be reported to the Board of Directors.
  2. 2.Notwithstanding the preceding paragraph, all Corporate Officers must report on the execution of their duties to the Board of Directors at least once every three months.

Article 9 (Attendance by persons concerned with proposals)

If the Board of Directors deems it necessary, it may require Corporate Officers and other persons to attend Board of Directors meetings and request their opinions and explanations.

Article 10 (Minutes)

  1. 1.The minutes shall be prepared with respect to the substance of proceedings of Board of Directors meetings in compliance with law, and shall be signed or sealed by all Directors present at the meeting.
  2. 2.The minutes of Board of Directors meetings shall be kept at the Company's head office for ten (10) years.

Article 11 (Secretariat)

The Secretariat of the Board of Directors shall perform the clerical work of the Board of Directors.

Article 12 (Revisions)

These Rules may be revised only by resolution of the Board of Directors.

Supplementary Provisions

(Enforcement)

  1. Article 1These rules shall come into effect on July 24, 1979.
  2. Article 2These rules shall come into effect on October 1, 1982.
  3. Article 3These rules shall come into effect on April 1, 1990.
  4. Article 4These rules shall come into effect on June 29, 2000.
  5. Article 5These rules shall come into effect on August 25, 2000.
  6. Article 6These rules shall come into effect on April 25, 2002.
  7. Article 7These rules shall come into effect on June 27, 2002.
  8. Article 8These rules shall come into effect on June 24, 2003.
  9. Article 9These rules shall come into effect on September 25, 2003.
  10. Article10These rules shall come into effect on June 24, 2004.
  11. Article11These rules shall come into effect on June 24, 2005.
  12. Article12These rules shall come into effect on June 23, 2006.
  13. Article13These rules shall come into effect on May 15, 2007.
  14. Article14These rules shall come into effect on September 26, 2008.
  15. Article15These rules shall come into effect on September 17, 2009.
  16. Article16These rules shall come into effect on April 27, 2011.
  17. Article17These rules shall come into effect on June 21, 2013.
  18. Article18These rules shall come into effect on June 20, 2014.
  19. Article19These rules shall come into effect on May 14, 2015.
  20. Article20These rules shall come into effect on June 19, 2015.
  21. Article21These rules shall come into effect on June 17, 2016.
  22. Article22These rules shall come into effect on June 21, 2017.

(End)

Detailed Rules of the Board of Directors

1. Matters to be resolved

  1. 1.Matters concerning the General Meeting of Shareholders
    1. 1)Determination of the convocation of the General Meeting of Shareholders (In principle, convocation of the General Meeting of Shareholders and proposals to be submitted to the Meeting shall be determined at the same Board of Directors meeting.)
    2. 2)Determination of the proposals to be submitted to the General Meeting of Shareholders (excluding proposals relating to the appointment and dismissal of Directors, Company Accountants and Accounting Auditors and refusal to reappoint Accounting Auditors)
      For reference, proposals to be submitted to the General Meeting of Shareholders are as follows:
      1. (1)Appointment/dismissal of Directors
      2. (2)Consolidation of shares
      3. (3)Repurchase of treasury shares (acquisition from specific shareholders)
      4. (4)Approval of business transfer, acquisition, etc.
      5. (5)Favorable issuance of shares for subscription
      6. (6)Favorable issuance of share options for subscription
      7. (7)Amendments to the Articles of Incorporation
      8. (8)Approval of share exchange agreement
      9. (9)Approval of share transfer plan
      10. (10)Approval of incorporation-type company split plan
      11. (11)Approval of absorption-type split agreement
      12. (12)Increase of the stated capital by reduction of surplus, and reduction of the stated capital
      13. (13)Increase/reduction in amount of reserves
      14. (14)Disposition of losses, and appropriation of surplus for voluntary reserves
      15. (15)Dissolution
      16. (16)Approval of merger agreement
      17. (17)Appointment of Accounting Auditors
    3. 3)Determination of the Convener of the General Meeting of Shareholders
    4. 4)Determination of the order for substitution of the Convener of the General Meeting of Shareholders in case the Convener is prevented from so doing
    5. 5)Appointment of the Chair of the General Meeting of Shareholders
    6. 6)Determination of the order for substitution of the Chair of the General Meeting of Shareholders in case the Chair is prevented from so doing
    7. 7)Matters concerning Shareholders' proposals
  2. 2.Matters concerning the Board of Directors, Directors and Corporate Officers
    1. 1)Appointment of the Chair of the Board of Directors
    2. 2)Determination of the order for the substitution of the Chair and Convener of Board of Directors meetings in case the Chair of the Board of Directors is prevented from so doing
    3. 3)Appointment/removal of Directors with specific titles
    4. 4)Appointment/dismissal of Corporate Officers
    5. 5)Appointment/removal of Representative Corporate Officers
    6. 6)Determination of the job titles of Representative Corporate Officers
    7. 7)Appointment/removal of Corporate Officers with specific titles
    8. 8)Determination of the matters concerning the relationship among the Corporate Officers, including the allocation of the duties of Corporate Officers and the relationship of their directions and orders, if there are two or more Corporate Officers
    9. 9)Appointment of Directors convening Board of Directors meetings
    10. 10)Approval of Directors' and Corporate Officers' transactions competitive to the Company
    11. 11)Approval of Directors' and Corporate Officers' direct and indirect transactions that conflict with the interests of the Company
    12. 12)Appointment of the Director receiving request for convocation of Board of Directors meetings from a Corporate Officer
    13. 13)Determination of the Custodian of Shareholders' Register, etc. or appointment of Corporate Officer in charge of determining the Custodian of Shareholders' Register, etc.
    14. 14)Establishment of, or change to, the Share Handling Regulations or appointment of Corporate Officers in charge of the establishment of, or changes to, the Share Handling Regulations
    15. 15)Determination of exempting Directors' or Corporate Officers' liability
    16. 16)Approval of the contents of agreements limiting the responsibilities of Directors (excluding Executive Directors, etc.)
    17. 17)Determination of the evaluation of the Company's corporate governance system (the self-review of the Board of Directors' resolutions relating to the Corporate Governance Guidelines and an internal control and the evaluation of the effectiveness of the Board of Directors)
  3. 3.Matters concerning the settlement of accounts
    1. 1)Approval of Consolidated financial statements required under the Companies Act (“Consolidated financial statements” means Consolidated statement of financial position, Consolidated statement of income, Consolidated statement of changes in equity, and Notes to consolidated financial statements)
    2. 2)Approval of Unconsolidated financial statements required under the Companies Act (“Unconsolidated financial statements” means Unconsolidated balance sheet, Unconsolidated statement of income, Unconsolidated statement of changes in equity, and Notes to unconsolidated financial statements)
    3. 3)Approval of Consolidated financial statements (annual and quarterly) required under the Financial Instruments and Exchange Act of Japan (“Consolidated financial statements” means Consolidated statement of financial position, Consolidated statement of income, Consolidated statement of comprehensive income, Consolidated statement of changes in equity and Consolidated statement of cash flows)
    4. 4)Approval of business reports, as well as their associated detailed statements required under the Companies Act
    5. 5)Approval of extraordinary financial statements
  4. 4.Matters concerning the Nomination Committee, etc.
    1. 1)Appointment/removal of Directors composing the Nomination Committee, Audit Committee and Compensation Committee
    2. 2)Appointment/removal of Chairs of the Nomination Committee, Audit Committee and Compensation Committee
    3. 3)Determination of the Company representatives for lawsuits between the Company and the Audit Committee members
    4. 4)Establishment of, change to, or abolishment of Board of Directors committees other than the Nomination Committee, Audit Committee and Compensation Committee, and appointment/removal of such committees' members
  5. 5.The basic management policy
    1. 1)Determination of the outline of fiscal year business plan
    2. 2)Determination of the basic policy for medium- and long-term management plans and their important changes
    3. 3)Determination of the matters concerning enhancement of the corporate value
    4. 4)Determination of the matters concerning the return to shareholders
  6. 6.Matters concerning share, capital, etc.
    1. 1)Determination of the dividend of surplus, etc.
      1. (1)Repurchase of treasury shares and related details
      2. (2)Reduction of reserves and related details
      3. (3)Processing of surplus and related details
      4. (4)Dividend of surplus and related details (including projected dividends)
    2. 2)Approval of (i) the transfer of shares for which transfer is restricted, (ii) the transfer of share options for which transfer is restricted, and (iii) designation of the transferee of shares for which transfer is restricted
    3. 3)Determination of the contents of takeover bids, takeover bids of treasury shares, and opinions to takeover bids
    4. 4)Determination of the issuance of new share subscription rights based on a proposal by the Independent Committee of Outside Directors
    5. 5)Determination of the Custodian of Shareholders' Register or its business office
  7. 7.Matters concerning organizational restructuring
    1. 1)Determination of the contents of merger agreements (excluding short-form mergers)
    2. 2)Determination of the contents of an absorption-type split agreements (excluding short form absorption-type splits)
    3. 3)Determination of the contents of an incorporation-type company split plans (excluding short form incorporation-type company splits)
    4. 4)Determination of the contents of share exchange agreements (excluding short-form share exchanges)
    5. 5)Determination of the contents of share transfer plans
  8. 8.Establishment of, change to, or abolishment of, rules, etc.
    1. 1)Corporate Governance Guidelines
    2. 2)Basic Rules for Officers
    3. 3)Rules of the Board of Directors (including Detailed Rules of the Board of Directors)
    4. 4)Matters to be Entrusted by the Board of Directors to Corporate Officers
    5. 5)Rules Concerning Items Necessary for the Performance of Duties by the Audit Committee (Determination of Items Necessary for the Performance of Duties by the Audit Committee as provided by the Ministry of Justice Ordinance)
    6. 6)Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers (Determination of Preparing Systems for Ensuring Compliance with Laws and Regulations and the Articles of Incorporation in the Performance of Duties by Corporate Officers and Other Systems prescribed in the Ordinance of the Ministry of Justice as necessary for Maintaining the Suitability of Operations of the Company and of the company group, which consists of the Company and the subsidiaries and affiliates of the Company)
    7. 7)Rules of the Nomination Committee
    8. 8)Rules of the Audit Committee
    9. 9)Rules of the Compensation Committee
    10. 10)The Share Handling Regulations
  9. 9.Matters concerning Derivative Actions
    1. 1)Determination of the appropriateness of an action corresponding to a claim received from a shareholder seeking the liability of any Audit Committee member or Accounting Auditor, as well as the contents of the statement of the reasons for not pursuing an action if the decision is made to not pursue such an action
    2. 2)Determination of the appropriateness of participating in an action concerning an Audit Committee member in the case of a derivative action filing notice being received from a shareholder
    3. 3)Determination of the appropriateness of participating by assisting a Director or Corporate Officer if there is a derivative action filed against a Director or Corporate Officer
  10. 10.Other matters
    1. 1)Determination of the transfer of all or an important part of businesses, purchase of or being assigned all of the businesses of another company, the leasing of all of the businesses, the entrustment of management of all of the businesses, execution, revision or cancellation of agreement for joint profit or loss, or post incorporation acquisition (excluding short form business transfer, etc.)
    2. 2)Determination of the delisting of the Company's securities
    3. 3)Determination of the commencement of bankruptcy or civil rehabilitation proceedings, or application of civil reorganization proceedings
    4. 4)Determination of the contents of explanatory notes concerning the premise of the Company being a going concern
    5. 5)Approval of participation in other businesses, etc. of Internal Directors and Corporate Officers (except in the below cases):
      1. (1)Attaining the position of director, officer, employee, or any equivalent position in the Company's subsidiary or affiliate
      2. (2)Attaining the position of a representative's or officer's staff, employee, or its equivalent, in a non-profit organization that has no competitive or cooperative relationship with the Company
      3. (3)Attaining the position of a non-representative officer's staff, employee, or its equivalent, in a non-profit organization that has no competitive or cooperative relationship with the Company
    6. 6)Continuance, revision or abolishment of the Policy for Protection of the Company's Corporate Value and the Common Interests of Shareholders
    7. 7)Introduction of take-over defensive measures other than the Policy for Protection of the Company's Corporate Value and the Common Interests of the Shareholders
    8. 8)Determination of the matters for which decisions are delegated to the Board of Directors at the General Meeting of Shareholders
    9. 9)Determination of other matters deemed necessary by the Board of Directors

2. Matters to be Reported to the Board of Directors

Items Notes and Guidelines

I.Matters to Be Reported by the Nomination Committee, Audit Committee and Compensation Committee, and the Independent Committee of Outside Directors

 
  1. 1.Execution of duties of the Nomination Committee
  • Annual schedule of the Nomination Committee
  • Agenda of the General Meetings of Shareholders, and reasons for election, concerning the election of Directors
  • The facts, etc. when there is a violation of any laws or regulations or the Articles of Incorporation, etc., in relation to Director candidates
  • Establishment of, changes to, or abolishment of various rules concerning the nomination of Director candidates
  • Agenda of the General Meetings of Shareholders concerning the dismissal of Directors
  • How to think of the independence and neutrality of Outside Director candidates
  • Matters, etc. noted when Director candidates are resolved by the Nomination Committee
  • Execution of agreements with outside consultants
  1. 2.Execution of duties of the Audit Committee
  • Auditing activity policy
  • Audit plans
  • Contents of the resolutions and reports of the Audit Committee and audit records pertaining to audit opinions
  • Fiscal year audit reports pertaining to audit opinions
  • Establishment of, changes to, or abolishment of various rules concerning audit
  • Matters concerning the Accounting Auditor
  • Matters concerning approval of management audit department personnel changes and personnel evaluations
  • Execution of agreements with outside consultants
  1. 3.Execution of duties of the Compensation Committee
  • Basic policy for Directors' and Corporate Officers' compensation
  • Corporate Officers' compensation system and each individual's compensation, etc.
  • Establishment of, changes to, or abolishment of rules concerning compensation
  • Corporate Officers Matters concerning the disclosure of Corporate Officers' compensation
  • Changes to or reduction of Corporate Officers' compensation, etc.
  • Execution of agreements with outside consultants
  1. 4.Execution of duties of the Independent Committee of Outside Directors
  • Operations concerning the Policy for Protection of Company's Corporate Value and Common Interests of Shareholders (including resolution of non-issuance of new share subscription rights)
  • Establishment, changes to, or abolishment of various rules concerning the Independent Committee of Outside Directors

II.Matters to Be Reported by Corporate Officers

Matters to be reported are, among other things, those delegated to Corporate Officers by resolution of the Board of Directors, those that have an impact on the interests of shareholders, customers and employees, those concerning compliance, and issues, problems and exceptional matters. As a general rule, Corporate Officers should report these matters in the quarterly reports. However, regarding the important matters, Corporate Officers should report them at any time.
  1. 1.Matters delegated to Corporate Officers by resolution of the Board of Directors
 
    1. 1)Matters concerning shares, capital, and financing, etc.
  • Addition and deletion of companies to be included in consolidated financial statements
  • Issuance of shares for subscription, etc. (including disposal of treasury shares, and excluding favorable issuance)
  • Acquisition of treasury shares held by subsidiaries
  • Share splits
  • Amendment of the Articles of Incorporation to increase the total number of issuable shares through share splitting
  • Amendment of the Articles of Incorporation corresponding to a reduction in the number of shares constituting one round lot or the abolishment of such system
  • Issuance of company bonds
  • Issuance of new share subscription right offerings (excluding those based on proposals of the Independent Committee of Outside Directors and profitable issuances)
  • Cancellation of treasury shares and treasury share options
  • Auction, sale, or purchase of shares owned by shareholders of whom the Company cannot confirm their existence.
    1. 2)Matters concerning business transfer, merger, demerger and share exchange
  • Short-form business transfer or business acquisition
  • Execution of a short-form merger agreement
  • Execution of a short-form absorption-type split agreement
  • Execution of a short-form incorporation- type company split plan
  • Execution of a short-form share exchange agreement
    1. 3)Matters concerning the execution of important business
  • Disposal or acquisition of important assets
  • Borrowing in a significant amount
  • Appointment or dismissal of key personnel
  • Establishment of, changes to, or abolishment of an important organization or system
  • Establishment or dissolution of a subsidiary or affiliate, as well as merger, sale, etc. of an important subsidiary
  • Personnel affairs of an officer of an important subsidiary
  • Capital transaction among subsidiaries
  • Entry into a new business
  • Discontinuance of development of an important research and development theme (Phase II onwards)
  • Discontinuance of, or changes to, an existing business
  • Formation or cancellation of an important business alliance
  • Agreement for licensing in or licensing out an important product
  • Corporate acquisition
  • Execution of, amendment to, or termination of an important agreement concerning a main product
  • Filing of, policy for response to, progress of, or termination of an important litigation
  • Take-over bids
  • Rationalization including personnel cutbacks
  • Financial Report
  • Annual Securities Report
  • Extraordinary Security Report
  • Internal Control Report
  • Conflict of interest transactions (direct and indirect transactions) implemented by obtaining approval of the Board of Directors.
  1. 2.Matters determined by a Corporate Officer pursuant to a provision of the Articles of Incorporation
    1. 1)The Custodian of Shareholders' Register or its business office
    2. 2)The Share Handling Regulations
 
  1. 3.Report on the situation of business operations
    1. 1)Report on the situation of the business plan and basic policy for medium- and long-term management plans
    2. 2)Report on important decisions and important items
    3. 3)Reports concerning lawsuits, risks, and compliance
    4. 4)Report on the overall situation of business operations based on the division of each Corporate Officer's duties
    5. 5)Reporting Matters to the Board of Directors prescribed in the Rules regarding Preparing Necessary Systems for Ensuring Compliance of the Performance of Duties of Corporate Officers
    6. 6)Other necessary matters for which the Board of Directors requests reports
 
III. Other Matters
  • Important cases of participation in other businesses, etc. of Outside Directors
  • Important cases of Corporate Officers' concurrent businesses for which the approval of the Board of Directors is unnecessary
  • Special matters to be reported
  • Other matters provided in laws and regulations