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Rules of the Compensation Committee

Rules of the Compensation Committee

Article 1 (Objective)

These Rules provide for matters related to the Compensation Committee of Eisai Co., Ltd.

Article 2 (Authority)

  1. 1.The Compensation Committee shall have the authority to determine the content of individual Directors' and Corporate Officers' compensation, and shall resolve the following matters except as otherwise provided by law or the Articles of Incorporation:
    1. (1)Policy relating to determination of the content of individual Directors' and Corporate Officers' compensation;
    2. (2)The content of individual Directors' and Corporate Officers' compensation;
    3. (3)Establishment of, changes to, or abolition of basic policies, rules, and procedures necessary for the resolutions mentioned in the preceding two paragraphs; and
    4. (4)Other matters deemed necessary by the Compensation Committee related to Directors' and Corporate Officers' compensation.
  2. 2.The Compensation Committee may, at any time, request from the Directors, the Corporate Officers and the employees reports regarding matters necessary for executing its duties.
  3. 3.The Compensation Committee may perform such duties as deemed necessary by the Compensation Committee at the Company's expense.

Article 3 (Composition)

  1. 1.The Compensation Committee shall be composed of Directors appointed by the Board of Directors (hereinafter called “Compensation Committee Members”).
  2. 2.The Chair of the Compensation Committee shall be appointed by the Board of Directors.

Article 4 (Convocation)

  1. 1.Compensation Committee meetings shall be convened in principle by the Chair of the Compensation Committee; provided however that any other Compensation Committee Member may convene Compensation Committee meetings whenever necessary.
  2. 2.Notices of convocation of Compensation Committee meetings shall be dispatched to each Compensation Committee Member 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.Compensation Committee meetings may be held without conforming to the convocation procedures provided in the preceding paragraph with the unanimous consent of the Compensation Committee Members.

Article 5 (Holding of meetings)

  1. 1.Compensation Committee meetings shall be held whenever necessary.
  2. 2.Compensation Committee meetings shall be held at the head office; provided however that a meeting may be held at some other place whenever necessary.
  3. 3.Compensation Committee meetings shall be held in the Japanese language. Interpreter(s) may be caused to be present at a meeting whenever necessary.

Article 6 (Chair)

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

Article 7 (Methods of adopting resolutions)

  1. 1.Resolutions of the Compensation Committee shall be adopted by a majority of Compensation Committee Members present at each Compensation Committee meeting where a majority of the Compensation Committee Members who may participate in considering the resolution is present.
  2. 2.A Compensation Committee Member who has a special interest with regard to a resolution of the Compensation Committee shall not exercise any voting rights with respect to that resolution. In such case, that Compensation Committee Member's voting rights shall not be counted towards the total number of the Compensation Committee Members' voting rights for that resolution.

Article 8 (Reporting to the Board of Directors)

The Compensation Committee Member appointed by the Compensation Committee shall report the status of the Compensation Committee's performance to the Board of Directors without delay.

Article 9 (Abbreviation of reporting to the Compensation Committee)

Any matter that must be reported to the Compensation Committee that a Director, a Corporate Officer or an Accounting Auditor has notified to all Compensation Committee Members need not be reported to the Compensation Committee.

Article 10 (Attendance by persons concerned with proposals)

If the Compensation Committee deems it necessary, it may require persons other than the Compensation Committee Members to attend Compensation Committee meetings and request their opinions and explanations.

Article 11 (Minutes)

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

Article 12 (Secretariat)

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

Article 13 (Revisions)

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

Supplementary Provision

(Enforcement)

  1. Article 1These rules shall come into effect on June 24, 2004.
  2. Article 2These rules shall come into effect on June 23, 2006.
  3. Article 3These rules shall come into effect on May 15, 2007.
  4. Article 4These rules shall come into effect on June 21, 2017.

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