Requirements for the Independence and Neutrality of Outside Directors

Requirements for the Independence and Neutrality of Outside Directors

• 1.
  An Outside Director must neither currently be nor in the past have been an Officer (see Note 1 below) or an employee of Eisai or any of its affiliated companies (“Eisai Group”).
• 2.
  An Outside Director’s economic independence and neutrality from Eisai Group and specified enterprises, etc., is ensured by satisfying the following requirements:

  • 1)
    None of the following shall be applicable to the Outside Director within the past five years:

    • a.
      Having been an Officer or employee of an enterprise, etc., of a Major Business Partner (see Note 2 below) of Eisai Group, or otherwise an Officer or employee of an enterprise, etc., conducted by a Major Business Partner of Eisai Group;
    • b.
      Regardless of the value of the transaction, having been an Officer or employee of an enterprise, etc., with whom Eisai conducts necessary transactions, Eisai’s audit corporation, or any other enterprise, etc., that has a relationship of substantive interest with Eisai Group;
    • c.
      Having been an Officer or employee of a person or an enterprise, etc., who is a Major Shareholder (see Note 3 below) of Eisai or of an enterprise, etc., in which Eisai Group is a Major Shareholder;
    • d.
      Excluding Officer compensation from Eisai Group, having directly received a Large Amount (see Note 4 below) of money or other property as a provider of professional services, etc. (i.e., a consultant, a lawyer, an accountant, etc.);
    • e.
      Having received a Large Amount of money or other property from Eisai Group as a contribution or having been an Officer or employee of an entity, organization, etc., that has received such a contribution; or
    • f.
      Having been an Officer or employee of an enterprise, etc., which enterprise, etc., had an Officer, etc., who was at the same time an Officer, etc., of Eisai Group;
  • 2)
    Even if more than five years has passed, the Nomination Committee must evaluate (see Note 5 below) the relationship with the enterprise, etc., in each item of the preceding clause 2(1) and determine that independence and neutrality is ensured; and
  • 3)
    In addition, from the perspectives of independence and neutrality, there must not be any other reason that would impede the performance of the duties as an Outside Director.
• 3.
  An Outside Director must not be a close relative of, or have a similar relationship to (see Note 6 below), or otherwise derive such person’s sole livelihood through a relationship with, any of the following persons:

  • 1)
    An Officer or Important Employee (see Note 7 below) of Eisai Group; or
  • 2)
    Based on the requirements of paragraph 2 of this Article above, those as determined by the Nomination Committee whose independence and neutrality from Eisai Group or from specified enterprises, etc., are not ensured.
• 4.
  An Outside Director must not have reason for the threat arising of a significant conflict of interest in the performance of the duties as a Director, and the judgment of an Outside Director must not be threatened to be affected by a relationship of interest.
• 5.
  The requirements for the independence and neutrality of Outside Directors provided in this Article continue to apply after the appointment as Director.

• Note 1:
  “Officer” means Director, Corporate Officer, Statutory Auditor and other officers, etc.
• Note 2:
  “Major Business Partner” means (i) an enterprise, etc., for which 2% or more of its or the Eisai Group’s sales in any of the past five fiscal years have been sales, or compensation for work or transactions, to or from, as applicable, the Eisai Group, and (ii) a financial institution which has outstanding loans to the Eisai Group whose principal aggregate amount equals or exceeds 2% of the Eisai Group’s consolidated total assets.
• Note 3:
  “Major Shareholder” means a person who, or an enterprise, etc., that, directly or indirectly holds the voting rights to 10% or more of the general voting rights in any of the past five fiscal years.
• Note 4:
  “Large Amount” means, in any of the past five fiscal years: \10 million in the case of remuneration for professional services or compensation for work or transactions, \10 million in the case of contributions, or the greater of 2% of the total income or operating income of entities or organizations receiving contributions.
• Note 5:
  “Evaluate” means the Nomination Committee’s evaluation regarding the Outside Director’s relationship with the relevant enterprise, etc., based on the following factors:

  • 1)
    Shareholding or stock options ownership in the relevant enterprise, etc.;
  • 2)
    Post-retirement remuneration, company pension, etc., from the relevant enterprise, etc.; and
  • 3)
    Human interaction between the Eisai Group and the relevant enterprise, etc.
• Note 6:
  “A close relative of, or have a similar relationship to” means a relative within two degrees of kinship or having a human relationship that can be reasonably recognized as that which would impede the execution of the individual’s duties as an Outside Director, such as a personally interested individual.
• Note 7:
  “An Important Employee” means an employee with a title of at least the head of a section.