Continuation of Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders
The Board of Directors of Eisai Co., Ltd. (Chair: Norihiko Tanikawa) resolved the continuation of “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (“Policy”) at its meeting held today. The policy had been proposed by the Independent Committee of Outside Directors (Chair: Kimitoshi Yabuki, “ICOD”) in the same meeting.
On February 28, 2006, the ICOD proposed the policy at the Eisai’s board of directors meeting, and the policy was implemented. It is determined that the policy shall be deliberated to maintain, amend, or abandon by the new ICOD which consists of the appointed outside directors each year following the Ordinary General Meeting of Shareholders.
In fiscal 2009, the ICOD meeting was held on June 19 following the 97th Ordinary General Meeting of Shareholders, with a total of seven outside directors including one newly appointed outside director. At this meeting, the ICOD members agreed to propose the continuation of the policy as the present form to the board of directors meeting, with the deletion of description related to “the register of beneficiary shareholders” pursuant to share certificate dematerialization.
The ICOD determined that, on the basis of resolution at the board meeting, it was appropriate to continue the policy since it has the following schemes:
1. The policy precludes arbitrary actions by the management
2. The policy shall be deliberated to maintain, amend, or abandon each year
3. Shareholders’ thoughts about the policy can be reflected through electing
the directors at the Ordinary General Meeting of Shareholders
Further information on the policy is provided in “Corporate Governance” section in Eisai’s website ( www.eisai.com/company/governance.html ).