Governance structure
Company with an Audit and Supervisory CommitteeWhen one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.
This is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.
The company will not newly acquire or hold shares unless it determines that doing so is rational from a business-strategy perspective, such as for a business alliance. The Board of Directors verifies the purpose of each holding annually, and shares with limited holding value are sold. The company has reduced its holdings from 106 issues as of April 2005 to 17 issues as of the end of March 2026, with a balance-sheet carrying amount of ¥2.8 billion and cumulative sale proceeds of ¥106.6 billion.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
None in place (the company currently has no takeover defense measures)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
In its fiscal 2025 evaluation, the company reported that, in response to the issues identified for fiscal 2024, it had appointed 2 outside directors with experience in the pharmaceutical industry. It also implemented measures including the earlier sharing of materials, agenda optimization, use of EPM, and the establishment of opportunities for dialogue with shareholders. In the fiscal 2025 evaluation, the company shared future improvement priorities relating to the Board’s composition and discussion management, nomination and compensation, and the Audit & Supervisory Committee.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 10 directors in total, including 6 outside directors |
| Number of independent officers | 6 |
| Committee | Voluntary Nomination Committee: 3 members in total, all 3 outside members (100%); chaired by an outside director. Voluntary Compensation Committee: 3 members in total, all 3 outside members (100%); chaired by an outside director. Audit & Supervisory Committee: 4 members in total, including 3 outside directors (75%); chaired by an outside director. |
| Policy on cross-shareholdings | The company will not newly acquire or hold shares unless it determines that doing so is rational from a business-strategy perspective, such as for a business alliance. The Board of Directors verifies the purpose of each holding annually, and shares with limited holding value are sold. The company has reduced its holdings from 106 issues as of April 2005 to 17 issues as of the end of March 2026, with a balance-sheet carrying amount of ¥2.8 billion and cumulative sale proceeds of ¥106.6 billion. |
| Takeover defenses | None in place (the company currently has no takeover defense measures) |
| Controlling shareholder | No controlling shareholder. No parent company. |
| Changes this time | In its fiscal 2025 evaluation, the company reported that, in response to the issues identified for fiscal 2024, it had appointed 2 outside directors with experience in the pharmaceutical industry. It also implemented measures including the earlier sharing of materials, agenda optimization, use of EPM, and the establishment of opportunities for dialogue with shareholders. In the fiscal 2025 evaluation, the company shared future improvement priorities relating to the Board’s composition and discussion management, nomination and compensation, and the Audit & Supervisory Committee. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The evaluation is conducted annually as a means of identifying and addressing issues in order to further improve the overall effectiveness of the Board of Directors. The company states that it adopted the structure of a company with an Audit & Supervisory Committee and delegated a substantial portion of the authority to make decisions on business execution in order to strengthen discussions on management strategy and the Board’s oversight function.