As a Company with a Nomination committee, etc. System, Eisai has established the Board of Directors and Nomination, Audit and Compensation Committees required by law, with the Corporate Officers required by law being appointed by the Board of Directors. Furthermore, although such a committee is not required by law, the Company has also established an Outside Directors Meeting and an Independent Committee of Outside Directors (ICOD), the membership of which is composed of the Company's Outside Directors. The Chair of the Company's Board of Directors and the chairs of the Nomination, Audit and Compensation Committees are all appointed from among the Outside Directors, creating an organizational framework that permits highly transparent operation. The makeup and main responsibilities of the Company's corporate organs are as described below.
Board of Directors (11 directors, 7 outside directors, 4 internal directors, Chair: Outside director, for a term of one year)
- Through developing good corporate governance, the Board shall fulfill its oversight functions, take the best possible decisions by exercising fair judgment and aim to turn the Corporate Philosophy into reality.
- The Board shall determine the material matters required by law, the Articles of Incorporation and the Rules of the Board, including basic management policies and the appointment of Corporate Officers.
- In order to accelerate the speed and increase the flexibility of business execution and to enhance the vitality of management, the Board shall, except for the items provided for in the preceding clause, delegate the decision-making function on business execution to the Corporate Officers.
- The Board shall oversee the execution of duties by the Directors and Corporate Officers on the basis of reports from the Nomination Committee, Audit Committee, the Compensation Committee and the Corporate Officers.
- The Board will strive to turn the Corporate Philosophy into reality, to increase the Company's corporate value and to enhance the long-term interests of the shareholders. It shall have the duty of judging fairly any conduct that may damage these goals and of taking appropriate action.
- In order for the Representative Corporate Officer and CEO to be appointed by the Board, all Directors shall share information related to the succession plan for the future Representative Corporate Officer and CEO.
- The Board, together with the Nomination, Audit and Compensation Committees, shall respect, and not violate or interfere with, their respective authority when carrying out their duties, and at the same time shall maintain mutual understanding.
- The Board and the Corporate Officers shall maintain mutual understanding while carrying out their respective responsibilities.
Nomination Committee (3 members, 3 outside directors, Chair: Outside director, a term of one year)
- The Nomination Committee shall determine the content of the proposals of the General Meetings of Shareholders related to the nomination and dismissal of Directors.
- The Nomination Committee shall determine the "Requirements for the Independence and Neutrality of Outside Directors" in order to appoint independent and neutral Outside Directors.
- The Nomination Committee shall establish the basic policies, rules, procedures, etc. necessary for the execution of its duties.
Audit Committee (5 members, 3 outside directors, 2 inside directors, Chair: Outside director, a term of one year)
- The Audit Committee shall audit the execution of the Directors' and Corporate Officers' duties, determine the content of proposals related to the election, dismissal and non-reappointment of Accounting Auditors to be submitted to the General Meetings of Shareholders, and conduct accounting audits and other matters required by laws and regulations.
- The Audit Committee shall endeavor to achieve efficient and higher quality auditing, e.g., by receiving timely and appropriate reports from the officers and employees of the Company and the ENW Entities and the Accounting Auditor of the Company related to the necessary items to audit the Directors' and Corporate Officers' execution of their duties, as well as by sharing necessary information with the Accounting Auditor and internal audit department.
- The Audit Committee shall establish the basic policies, rules, procedures, etc. necessary for the execution of its duties.
- The Management Audit Department executes its duties based on the resolutions of the Audit Committee and the instructions of the members of the Audit Committee, and its independence from the Corporate Officers regarding work instructions and orders, personnel evaluations, etc. shall be secured in order to ensure the objectivity of audits.
Compensation Committee (3 members, 3 outside directors, Chair: Outside director, for a term of one year)
- The Compensation Committee shall determine both the policies for deciding the compensation of Directors and Corporate Officers, and their individual compensation.
- When deciding the compensation of the Directors and Corporate Officers, the Compensation Committee shall make active use of external research data in order to ensure the objectivity of its decisions, and it will determine the appropriateness of the decision-making process after deliberating what is most appropriate.
- The Compensation Committee shall establish the basic policies, rules, procedures, etc. necessary for the execution of its duties.
Outside Directors Meeting (7 members, 7 outside directors, for a term of one year)
- The Outside Directors Meeting shall be composed of all of the Outside Directors.
- The Outside Directors Meeting is held to discuss a broad range of matters related to the Company' s corporate governance and business, and strive for continued enhancement of corporate governance.
- The matters discussed at the Outside Directors Meeting shall be reported to the Board or notified to the Corporate Officers as necessary.
- The Outside Directors Meeting shall evaluate the effectiveness of the supervision function of the management of the Board every year. If there are that issues related to the operation of the Board, etc., the Outside Directors Meeting may make proposals to the Board for addressing such issues.
Independent Committee of Outside Directors (ICOD)(7 members, 7 outside directors, for a term of one year)
The ICOD shall carry out its operations in accordance with the "Policy for Protection of the Company's Corporate value and Common Interests of Shareholders" (hereafter referred to as "the Policy"). The Policy shall be reviewed on an annual basis, and a proposal submitted to the Board of Directors as to whether the Policy should be continued, adjusted or abolished.
* : Outside Director