Qualifications and Nomination Procedures for the Board Members
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The Board Members shall be selected from among those who possess high ethical standards as well as excellent character, insight, ability, and a wealth of experience.
- Outside Directors shall be appointed from those who are recognized as independent from the Company's management based on the criteria for independence of Outside Directors separately stipulated.
- The Board of Directors shall be composed of directors with different backgrounds in terms of expertise and experience, and consideration shall be given to the diversity of the Board of Directors as a whole.
- Candidates for new Board Members shall be determined by the Board of Directors after fair, transparent, and rigorous deliberations by the Group Nominating Committee, in light of this Article.
Responsibilities of Outside Directors
- Outside directors shall provide advice based on their own knowledge, independent of the execution of business operations, while giving due consideration to the opinions of minority shareholders and other stakeholders, so as to ensure the sustainable growth of the company and to enhance its corporate value over the medium to long term.
- Outside Directors shall supervise management through the selection and dismissal of senior management and other important decisions of the Board of Directors, as well as oversee conflicts of interest between the Company and management, controlling shareholders, etc.
Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
- Outside Directors with independence under these standards are those who meet the requirements as Outside Directors required by laws and regulations, and who do not fall under any of the following items.
- (1) A person who is an executive officer (Note 1) of the Company and its subsidiaries (hereinafter referred to as the "Company Group"), or a person who has been an executive officer of the Company Group in the 10 years prior to his/her appointment.
(2) A major shareholder of the Company (Note 2), an executive officer of a corporation or organization that is a major shareholder of the Company (including a person who has been a major shareholder for the past three years), or an executive officer of a corporation or organization in which the Company Group is a major shareholder (including a person who has been a major shareholder for the past three years)
(3) An executive of a company that has a significant business relationship with the Company Group (Note 3), its parent company, or a significant subsidiary of the parent company.
(4) Lawyers, accountants, consultants, etc., or persons who receive a large amount of remuneration or other assets (Note 4) from the Company Group other than remuneration for directors and corporate auditors.
(5) An executive of a corporation, organization, etc. that receives donations, etc. exceeding a certain amount (Note 5) from the Company Group
(6) A person who belongs to an auditing firm that is the accounting auditor of our Group, or a person who has belonged to an auditing firm that is the accounting auditor of our Group in the past three years.
(7) An executive of a company that accepts directors from our group or has accepted directors from our group in the past three years, or its parent company or its subsidiary, etc.
(8) Spouse or relative up to the second degree of kinship of a person falling under any of the above (1) through (7).
(9) Any other person who is likely to have a substantial conflict of interest with the Company's general shareholders as a whole on a permanent basis for reasons other than those considered in (1) through (8) above.
(Note 1) "Executive officers" means executive directors, executive officers, corporate officers, employees who execute business, and other similar officers.
(Note 2) A major shareholder is a shareholder who directly or indirectly holds 10% or more of the total voting rights.
(Note 3) A company with which a major business relationship exists means a person who falls under any of the following categories: (i) A person who has a significant business relationship with the Company Group.
(i) A company with which our Group has an important business relationship
A party that has received payment from our Group in an amount exceeding 2% of the consolidated net sales of the party in any of the three immediately preceding fiscal years
(ii) A person who is an important business partner of our Group
(iii) A person who has made payments to our Group in an amount exceeding 2% of consolidated net sales or provided loans to our Group in an amount exceeding 2% of our total consolidated assets as of the end of the immediately preceding fiscal year in any of the three immediately preceding fiscal years.
(Note 4) "Large amount of remuneration or other property" means remuneration or other property income that exceeds an average of ¥10 million per year for the immediately preceding three fiscal years, or an average of 2% of the annual gross income of the relevant entity for the immediately preceding three fiscal years, if the person receiving such property is a corporation or organization, respectively.
(Note 5) Donations, etc. exceeding a certain amount refers to donations and grants made by the Company in excess of the greater of an average of ¥10 million per year for the immediately preceding three fiscal years or 2% of the annual gross income of the relevant corporation or organization for the immediately preceding fiscal year.
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- Even if any of the above items (1) through (9) conflict with each other, the Group Nominating Committee may select a candidate as an outside director/auditor with independence if the Committee comprehensively judges the candidate's independence and determines that the candidate is suitable as an Outside Directors with independence. In such a case, the candidate must satisfy the requirements for Outside Directors under the Companies Act, and must be able to provide an external explanation as to why he/she is appropriate as an independent Outside Directors.
Independent Director Notification Form
Role of the Group Nominating Committee
The Group Nominating Committee, as an advisory committee independent of the Board of Directors, shall fairly and transparently deliberate on the appointment, dismissal, and reappointment of Directors and Audit & Supervisory Board Members, taking into consideration the Group's performance, etc., and shall decide on the Committee's proposal, which shall be submitted to the Management Council and the Board of Directors.
Election and Dismissal of Management Executives and Nomination of Candidates for the Board Members
When the Board of Directors selects and dismisses management executives and nominates candidates for Members of the Board of Directors and Audit & Supervisory Board Members based on the above, the reasons for the nomination of candidates for Members of the Board of Directors and Audit & Supervisory Board Members shall be stated in the reference materials for the General Meeting of Shareholders for all Directors and Audit & Supervisory Board Members including internal Directors and Audit & Supervisory Board Members. In the event of dismissal of senior management, the reasons for such dismissal shall be disclosed.
Compensation for Board Members
Policies on determining remuneration, etc. of directors
The Company made a resolution on the determination policy regarding remuneration, etc. for individual
Members of the Board of Directors at the Board of Directors meeting held on May 17, 2021.
In addition, the Board of Directors has confirmed that the determination method for remuneration, etc. and the
determined remuneration, etc. regarding remuneration, etc. for individual Members of the Board of Directors
for the current fiscal year conforms with the determination policy resolved by the Board of Directors and that
the findings of the Group’s Remuneration Committee have been respected. They have judged that these are in
accordance with the determination policy.
Policy and Procedure on Member of the Board of Directors Remuneration
1. The Group’s Remuneration Committee deliberates on the remuneration for Members of the Board of
Directors of the Company after ensuring transparency, fairness and objectivity. Design of the remuneration
system and the specific amount of remuneration are determined by the Board of Directors.
2. Remuneration for Members of the Board of Directors excluding Members of the Board of Directors,
Outside Directors shall be designed to contribute to continued increase in the corporate value. Specifically,
it shall consist of base salary as well as performance-based bonus serving as short-term incentive and stock
compensation system serving as medium- to long-term incentive.
3. In order to ensure fully functional supervision of the management, remuneration for Members of the Board
of Directors, Outside Directors shall consist of base salary only, without short-term or medium- to longterm incentive.
Policy on determining monetary remuneration not linked to performance indicator
[Base salary]
Basic remuneration for Members of the Board of Directors shall be an annual base salary. Its amount shall be
determined based on their position (rank), responsibilities and period of service. It shall be paid on a monthly
basis.
Policy on determining performance-based remuneration, etc.
[Performance-based bonus]
Performance-based bonus for Members of the Board of Directors excluding Members of the Board of Directors,
Outside Directors shall be paid at a certain time each year. The amount of bonus to be paid to Members of the
Board of Directors with special titles shall be determined by multiplying the annual base salary by a bonus
calculation coefficient defined for each position (rank) and a payment coefficient based on the Company’s
business performance (operating profit, etc.) for the previous fiscal year.
For Members of the Board of Directors who also serve as employees of the Company, incentives shall be
provided by including the performance-based bonus into the bonuses provided to them as employees.
Policy on determining non-monetary remuneration
[Restricted stock compensation]
For purpose of providing incentives to sustainably increase the Company’s corporate value, as well as for
purpose of further promoting shared value between the shareholders and Members of the Board of Directors,
restricted stock shall be granted at a certain time each year within the scope of the maximum amount and
maximum number of shares approved at General Meeting of Shareholders. The number of shares of restricted
stock to be granted to individual Members of the Board of Directors shall be determined in consideration of
their position (rank), responsibilities, period of service and other factors.
Policy on determining the proportion of each type of remuneration, etc.
Based on an idea that it is important to work on management from medium- to long-term perspective, the
proportion of base salary, performance-based bonus and restricted stock compensation shall be configured
with emphasis on the level and stability of basic remuneration (base salary) with additional consideration on
improvement in single-year business performance and the pursuit of shareholder interests.
The proportion of each type of remuneration for Members of the Board of Directors excluding Members of
the Board of Directors, Outside Directors is not fixed because the amount of remuneration is determined
according to the business performance in each fiscal year. However, the proportion of base salary,
performance-based bonus and restricted stock compensation fits roughly in the following scope:
Base salary: performance-bases bonus: restricted stock compensation = 55-70%: 15-30%: 10-15%
Total amount of remuneration, etc. for the current fiscal year (FY2023)
| Classification |
Total amount of
compensation,etc.
(Millions of yen) |
Total amount by type of compensation, etc. (Millions of yen) |
Number of target
Board Members
（Persons） |
| Base salary |
Performance-based
bonus |
Restricted share
compensation |
Members of the Board
of Directors
(Outside Directors) |
31 （31） |
31 （31） |
－
（－） |
－
（－） |
5 （5） |
Audit & Supervisory
Board Members
(Outside Audit &
Supervisory
Board Members) |
50
（13） |
50
（13） |
－
（－） |
－
（－） |
4
（2） |
Total (Outside
Board Members) |
81
（44） |
81
（44） |
－
（－） |
－
（－） |
9 （7） |
Notes:
1. The amount of remuneration or the like for Members of the Board of Directors does not include the portion of employee’s salary for Members of the Board of Directors who also serve as employees of the Company
2. The number of target Board Members is the number of Board Members paid remuneration by the Company.
In addition to the above, the total amount of remuneration received from subsidiaries (ASKA Pharmaceutical Co., Ltd. and ASKA Animal Health Co., Ltd.) by five Members of the Board of Directors of the Company is 285 million yen.
3. The performance index for performance-based remuneration, etc. consists of performance indexes such as operating profit and a non-financial ESG-related index. Those results are operating profit of
6,500 million yen, net sales of 62,843 million yen, and ROE 13.0%. The reason the index was chosen is that it is important as an indicator of achievement of management goals; therefore, it was
determined to be an appropriate index for performance-based remuneration. In addition, the calculation method for performance-based remuneration is as described in “Policies on determining remuneration, etc. of directors.”
4. Non-monetary remuneration, etc. is Company shares, and the requirements when these are allocated are as described in “Policies on determining remuneration, etc. of directors.”
In addition, issuance for the current fiscal year is as described in “The Company’s Current Status (1) Investor information 5) Status of shares issued to Company executives as consideration for performance of duties in the current fiscal year.”
5. Based on the resolution of the Extraordinary General Meeting of Shareholders held on June 24, 2021,
the upper limit on remuneration for Members of the Board of Directors was set at 500 million yen
per year (including 70 million yen for Members of the Board of Directors, Outside Directors and
excluding the portion of employee’s salary for Members of the Board of Directors who also serve as
employees of the Company). The number of Members of the Board of Directors at the end of the
Extraordinary General Meeting of Shareholders was 6 (including 3 Members of the Board of
Directors, Outside Directors). Separately from this remuneration, the upper limit on restricted stock
compensation was set at 100 million yen per year based on the resolution of the Extraordinary
General Meeting of Shareholders held on June 24, 2021. The number of Members of the Board of
Directors at the end of the Extraordinary General Meeting of Shareholders was three (excluding the Members of the Board of Directors, Outside Directors).
6. Based on the resolution of the Extraordinary General Meeting of Shareholders held on June 24, 2021,
the upper limit on remuneration for Audit & Supervisory Board Members was set at 150 million yen
per year. The number of Audit & Supervisory Board Members at the end of the Extraordinary General
Meeting of Shareholders was four.
Status of shares issued to Company executives as consideration for performance of duties in the current fiscal year (FY2023)
|
Number of shares |
Number of people whom shares were issued |
| Members of the Board of Directors (excluding Outside Directors) |
‐ |
‐ |
Note: Of the shares issued to Members of the Board of Directors of the Company, the number of shares issued to the four persons serving concurrently as Members of the Board of Directors of ASKA Pharmaceutical Co., Ltd. is 22,100 shares, and the number of shares issued to the one person serving concurrently as a
Member of the Board of Directors of ASKA Animal Health Co., Ltd. is 1,200 shares.
Training Policy for Officers
- The Company shall collect and provide information on economic conditions, industry trends, legal compliance, corporate governance, financial accounting, and other matters necessary for directors and executive officers to fulfill their roles and responsibilities, and shall support them in the execution of their duties.
- The Company shall support the roles and responsibilities of Directors, including Outside Directors, by smoothly providing them with information on the management environment, management issues, and management strategies of the Group in a timely manner after their appointment.
- When deemed necessary, the Company shall provide opportunities for them to receive advice from outside experts and participate in workshops, etc., the cost of which shall be supported by the Company.
Outside Directors (Reasons for nomination)
Outside Director
Yasunori Yoshimura
| Reasons for nomination |
| He has significant expertise and extensive experience as a medical scientist, and we assessed that he can play an important role in the management of the Company from an independent standpoint as an outside director. Moreover, given that he meets all of the standards for the independence of outside directors stipulated by both the Company and the requirements of independent officers stipulated by the Tokyo Stock Exchange, and there is no risk of a conflict of interest with the Company's general shareholders, he has therefore been designated as an independent officer. |
Outside Director
Minoru Awabayashi
| Reasons for nomination |
| He has deep insight into corporate management and supervision of business execution, extensive trade and domestic and international distribution knowledge, and experience working overseas for a U.S. consulting firm. Thus, we have judged that he will provide appropriate advice and supervision of the Company's management.
Moreover, he meets all of the criteria for the independence of outside officers stipulated by the Company and the requirements for independent officers stipulated by the Tokyo Stock Exchange. There is no risk of a conflict of interest between him and the Company's general shareholders. We have therefore designated him as an independent officer. |
Outside Director
Yasuji Enokido
| Reasons for nomination |
| He has deep insight into corporate management and supervision of business execution, rich experience in business restructuring and new business fields, and a global perspective cultivated through his work overseas. Thus, we have determined that he can provide appropriate advice and supervision of the Company's management.
Moreover, he meets all of the criteria for the independence of outside officers stipulated by the Company and the requirements for independent officers stipulated by the Tokyo Stock Exchange. There is no risk of a conflict of interest between him and the Company's general shareholders. We have therefore designated him as an independent officer. |
Outside Director
Kanae Karita
| Reasons for nomination |
| Kanae Karita, a medical scientist, has the high level of expertise and extensive experience in the public health field. In addition, as she actively tackles gender equality, we can
expect that she will take an active part as an Outside Director of the Group that aims at "contributing to woman health."
Moreover, she meets all of the criteria for the independence of outside officers stipulated by the Company and the requirements for independent officers stipulated by the Tokyo Stock Exchange.
There is no risk of a conflict of interest between her and the Company's general shareholders. We have therefore designated her as an independent officer. |
Outside Audit & Supervisory Board Members (Reasons for nomination)
Outside Audit & Supervisory Board Member
Takao Kimura
| Reasons for nomination |
| Not only is he knowledgeable about drug development, but he also has extensive experience in corporate management, and we assessed that he will be able to conduct appropriate audits of the Company's Board of Directors from an objective and neutral standpoint. Moreover, given that he meets all of the standards for the independence of outside directors stipulated by both the Company and the requirements of independent officers stipulated by the Tokyo Stock Exchange, and there is no risk of a conflict of interest with the Company's general shareholders, therefore he has been designated as an independent officer. |
Outside Audit & Supervisory Board Member
Keiko Fukuchi
| Reasons for nomination |
| We assessed that she can provide advice and recommendations to ensure the propriety and appropriateness of decision-making by the Board of Directors, based on her professional expertise, mainly regarding tax and finance, from a highly independent standpoint as a tax accountant. Moreover, given that she meets all of the standards for the independence of outside directors stipulated by both the Company and the requirements of independent officers stipulated by the Tokyo Stock Exchange, and there is no risk of a conflict of interest with the Company's general shareholders, therefore she has been designated as an independent officer. |
Attendance status of Board of Directors, Audit & Supervisory Board and other committees
Basic Principles/Corporate Governance Structure
Basic Principles/Corporate Governance Structure