The text starts here.

Rules of the Nomination Committee

Rules of the Nomination Committee

Article 1 (Objective)

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

Article 2 (Authority)

  1. 1.The Nomination Committee shall have the authority to determine proposals related to the nomination and dismissal of Directors to be submitted to a General Meeting of Shareholders, and shall resolve the following matters except as otherwise provided by law or the Articles of Incorporation:
    1. (1)Proposals related to the nomination and dismissal of Directors to be submitted to General Meetings of Shareholders;
    2. (2)Establishment of, changes to, or abolition of basic policies, rules, and procedures necessary for the resolutions mentioned in the preceding paragraph; and
    3. (3)Other matters deemed necessary by the Nomination Committee related to the nomination of Director candidates and dismissal of Directors.
  2. 2.The Nomination 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 Nomination Committee may perform such duties as deemed necessary by the Nomination Committee at the Company's expense.

Article 3 (Composition)

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

Article 4 (Convocation)

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

Article 5 (Holding of meetings)

  1. 1.Nomination Committee meetings shall be held whenever necessary.
  2. 2.Nomination 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.Nomination 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)

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

Article 7 (Methods of adopting resolutions)

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

Article 8 (Reporting to the Board of Directors)

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

Article 9 (Abbreviation of reporting to the Nomination Committee)

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

Article 10 (Attendance by persons concerned with proposals)

If the Nomination Committee deems it necessary, it may require persons other than the Nomination Committee Members to attend Nomination 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 Nomination Committee meetings in compliance with law, and shall be signed or sealed by all Nomination Committee Members present at the meeting.
  2. 2.The minutes of Nomination 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 Nomination Committee.

Article 13 (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 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.

( End )