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News Release

FOR IMMEDIATE RELEASE
February 25, 2004

Announcement on the Adoption of "Company with Committees System"

 Listed Stock Name: Eisai Co., Ltd.
  President & CEO: Mr. Haruo Naito
  Headquarters: 4-6-10 Koishikawa Bunkyo-ku, Tokyo
  Securities Code: 4523
  Listed Locations: First Sections of the Tokyo Stock Exchange
& the Osaka Securities Exchange
  Inquiries: Mr. Hiroyuki Mitsui
Vice President
Public Relations & General Affairs
Phone: +81-3-3817-5085

Announcement on the Adoption of "Company with Committees System"


Eisai Co., Ltd. announced that its Board of Directors has formally decided today to adopt the "Company with Committees System" as of June 2004.


Eisai will determine the details of the structure, regulations, and human resources and will adopt the "Company with Committees System" based on the decision of the general meeting of shareholders to be held in June 2004.


1 . Reasons for the Adoption of the "Company with Committees System"
Eisai has worked actively to improve corporate governance. Eisai believes that the adoption of the "Company with Committees System", established last year under the revised Japanese Commercial Code, would be coincident with our policy to further strengthen corporate governance.
The principal reasons for the adoption are as follows:
(1) To enhance management oversight functions
The Board of Directors will aim to enhance its management oversight functions and to improve management quality in order to provide increased benefits to our stakeholders such as shareholders, customers, and employees.
(2) To strengthen the running of our business and to enhance our competitiveness
A large part of the decision-making will be given to the executive officers to facilitate an agile and mobile management and to enhance our competitiveness in the market. We will therefore work toward achieving our belief in "being a human health care company".
(3) To improve management transparency and fairness
The number of outside directors will be increased in order to further improve transparency and fairness in nominating executive officers and in deciding their compensations.
2 . Structure of the Board of Directors and Committees
(1) Board of Directors
The Board of Directors will have the appropriate number of members consisting mainly of outside directors to enhance management transparency.
(2) Separation of the roles of COO & CEO and the Chairperson of the Board
The roles of COO & CEO and the Chairperson of the Board have been separated since last year. After adopting the "Company with Committees System", the roles of COO & CEO and the Chairperson of the Board will be separated as well. The Chairperson of the Board will be assumed by the company's chairman, who isn't concurrently an executive officer.
(3) Committees
According to the law, the Nominating Committee, Compensation Committee, and Audit Committee will be established.

i) Nominating Committee
To enhance the transparency of appointing directors, the Nominating Committee will be composed entirely of outside directors.
ii) Compensation Committee
To enhance the transparency of determining the compensation of directors and executive officers, the Compensation Committee will be composed entirely of outside directors.
iii) Audit Committee
To enhance the auditing functions, some specialists in finance, accounting, and law will join as outside directors in addition to some inside directors. The chairman of the committee will be appointed from among the outside directors.
(4) Secretariat Division
A board of directors secretariat will be established as a full-time organization.
We will also establish a full-time organization, which is independent from the executive department, under the direct control of the Audit Committee.