Message from Outside Directors

Featured Dialogue: The Importance of Women’s Healthcare and Addressing Social Issues

held in August 8, 2025
Attendees：(From left) Sohta Yamaguchi, Maiko Mori, Kanae Karita and Kiyoko Kato

Social Issues ASKA Pharmaceuticals Holdings is Tackling with a Focus on Women’s Health

Yamaguchi: My name is Sohta Yamaguchi, and I am today’s facilitator. Women’s health issues can have a profound impact not only on their own lives but also on their families, workplaces, and society as a whole. Changes at each stage of a woman’s life are significant, and are important themes for discussion as they can affect both daily life and career continuity. Since its founding in 1920, ASKA Pharmaceutical Holdings has built a history of delivering products in the obstetrics and gynecology field. Throughout the many transitions in women’s lives—both physical and emotional—we have remained committed to supporting them by delivering the power of medicine. Today, I would like to hear your thoughts on women’s health as a social issue.
Mori: In what is now called the era of the 100-year lifespan, the Group has worked to address the various challenges women face at each life stage. However, as the active female workforce ages, new health issues are emerging. Looking ahead, exploring new markets and patient options to meet these evolving needs will be a key challenge.
Karita: A particularly serious issue with implications for society is the rising age of childbearing. On another note, while women’s participation in the workforce is increasingly important given the challenges posed by a declining birthrate, many women continue to work while suffering from hormone-related conditions, preventing them from performing at their full potential. Since ASKA Pharmaceutical Holdings positions itself as the leading company in Ob/Gyn, I believe the Group must actively address these social challenges.
Yamaguchi: Ms. Kato, as a newly appointed outside director, could we please hear your perspective?
Kato: I was appointed as an outside director at the June 2025 General Meeting of Shareholders. While learning about the structure of the pharmaceutical industry, I have been contributing insights from my experience as a gynecologist. The Group’s products play a major role in supporting women’s health during adolescence and the reproductive years (including the perinatal period), and the drugs that alleviate painful symptoms have been an especially important aid for working women. Looking ahead, it will be important not only to build on this strength but also to develop products from a total healthcare perspective to better address health issues faced by women during and after menopause. With regard to contraceptives and emergency contraceptives, the Group should go beyond product sales to tackle broader social issues from the perspective of ensuring Sexual and Reproductive Health and Rights (SRHR). I look forward to contributing to these efforts.
Yamaguchi: At the time of its founding, the Group primarily offered pharmaceuticals for childbirth. Today, our main products target women-specific conditions such as dysmenorrhea, endometriosis, and uterine fibroids. Notably, the Group’s products account for the majority of the domestic LEP formulation* market in volume terms, highlighting our social responsibility. About 70% of working-age women in Japan are employed, making it increasingly important to support them as they manage symptoms that in the past were often endured in silence.
Mori: Women’s participation in society continues to grow, accompanied by changes in working environments, generational shifts, and diversification of information sources. In the past, many women in Japan endured severe symptoms without seeking treatment, and the idea of consulting a doctor to ease such symptoms was not widespread. While this tendency still exists, awareness is shifting significantly among younger generations in their 20s and 30s. Maintaining the same approaches as before will only widen the generational gap. Instead, we must anticipate these generational shifts, consider what approaches and types of communication we should adopt and engage in as a Group, and proactively take the next steps.
*Low-dose estrogen-progestin formulations: Used for dysmenorrhea treatment

ASKA Pharmaceutical Holdings’ Strengths in Tackling Social Issues

Yamaguchi: Our Group’s strength lies in the expertise accumulated over many years as a pioneer in hormone preparations. This expertise extends beyond R&D to include the diagnostic services offered by the Group. By consistently and reliably supplying pharmaceuticals throughout our long history, we have earned strong trust from healthcare professionals and patients. Without resting on these achievements, we aim to meet society’s growing expectations, pioneer new paths, and establish leadership in emerging fields.
Mori: As the president mentioned, the Group’s business began with pharmaceuticals for childbirth, notably ATONIN (oxytocin). For 60 to 70 years, we have supplied pharmaceuticals indispensable to Japan’s healthcare system. Rather than focusing solely on profit growth, we have remained committed to ensuring the stable supply of medicines essential to the nation—a stance that has been highly valued. In my interactions with the Ministry of Health, Labour and Welfare, I have often received words of gratitude and encouragement, noting that while our work may not always be visible, it is indispensable and must continue. I believe this steady, consistent approach to ensuring stable supply is what underpins the trust placed in us.
Yamaguchi: Thank you. Ms. Karita, based on your experience since becoming an outside director, could you please share your perspective on the Group’s distinctive strengths?
Karita: Over the past year since becoming an outside director, through factory visits and interactions with employees I have been deeply impressed by the strong sense of social mission and responsibility shared among employees across the Group, from researchers to medical representatives. The culture of reliably delivering quality pharmaceuticals and valuing social contribution is deeply rooted in the organization’s long history. Moreover, the Group is leveraging its frontline perspectives to branch out beyond pharmaceuticals into areas such as therapeutic apps and self-care support. I hope these activities will continue to expand and evolve into more practical, patient centered approaches.
Yamaguchi: The stable supply of pharmaceuticals and the superior operations you described highlight the strength of the Group’s human capital. Was there any particular episode during the year that left a strong impression on you?
Karita: The directors welcomed me warmly, explaining everything thoroughly and clarifying technical terms in a way that was easy for me to understand, despite being from outside the industry. I was impressed by the strong sense of loyalty and unity within the Group. Even as the Group is facing major changes such as global expansion and M&A, I believe the best approach is to pursue growth while preserving this culture.
Yamaguchi: As you said, corporate culture and organizational values are key to addressing social issues. Ms. Kato, could you also share your perspective as a specialist?
Kato: The Group’s strength lies in its ability to provide comprehensive support across women’s life stages. In addition to products in the Ob/Gyn field, the Group also supplies THYRADIN, a treatment for hypothyroidism, which is especially prevalent among women. Global expansion is a recurring theme at Board meetings, as reflected in the Group’s collaboration with Hataphar in Vietnam. Through my academic work, I have visited many Asian countries and seen firsthand the challenges of access to medicines. While some segments of the population enjoy affluence, many others live in difficult conditions. Extending the concept of women’s healthcare to medically underserved countries is, I believe, a highly meaningful mission for a pharmaceutical company.
Yamaguchi: As Ms. Kato pointed out, our strengths extend beyond pharmaceuticals. Building on the trust we have earned in Japan as a leading company in women’s healthcare, our challenge now is to expand into Asia and the broader global market. I believe the Group has substantial potential to cultivate markets and address healthcare needs in all regions. The capabilities of each employee are also a major strength for the Group. Many partners choose us not only for economic reasons but also for our approach to business and our human capital, recognizing us as a partner with whom they can build long-term, trust-based relationships.
Kato: I often give lectures and seminars for healthcare professionals, and am sometimes invited by companies to make such appearances. While many companies request presentations limited to their own products, the Group respects a neutral stance, which makes it easier to speak openly. This openness reinforces my impression that the Group’s operations are grounded in its commitment to promoting women’s healthcare across society.
Yamaguchi: There are many potential patients in the Ob/Gyn field, but the dissemination of basic knowledge remains a challenge. Rather than solely promoting our own products, our Group aims to invigorate the overall market, including through collaborations with other companies.
Mori: I strongly agree with Ms. Karita’s point that many employees demonstrate a strong sense of loyalty. I can say the same based on my 38 years of experience here. The Group was not originally focused on Ob/Gyn, but as society and our product lineup evolved, employees worked together to establish our current position. The pride they show in their work translates into a broader awareness of the Group’s contribution to Japan and to society.

Progress in Reducing Economic Loss from Women’s Health Issues

Yamaguchi: Let’s now talk about the economic losses associated with women’s health issues such as menstrual symptoms. This is an area the government is also watching closely, and attention is on how to identify these social challenges and economic losses, and how to resolve them. When we reexamined the Ministry of Economy, Trade and Industry’s estimates, we calculated that economic losses associated with menstrual symptoms amounted to 461.7 billion yen, covering conditions such as dysmenorrhea and menopausal disorders. Approaches to addressing these health issues, such as pharmaceuticals, diagnostic tests, and therapeutic apps, are emerging, and ways to better manage these conditions are increasingly becoming available. The Group is contributing to reducing these losses by providing pharmaceuticals and the dissemination of information, with company estimates indicating an 81.3 billion-yen contribution. That said, losses of nearly 500 billion yen are still an issue, underscoring the scale of the challenge ahead. A core target of our new medium-term management plan is to become the No. 1 company supporting women’s health. To achieve this, we have formed working groups by theme, and detailed measures are now under discussion. The official plan is scheduled for release in 2026.
Mori: Employees on the frontline are also well aware of our contribution to reducing the economic losses associated with women’s health issues, as well as the challenge of addressing the remaining 461.7 billion yen that the president just mentioned. While it is not feasible to propose pharmaceuticals directly to patients, as these drugs are provided through healthcare professionals, many employees may think about exploring indirect approaches—initiatives that can raise awareness and propel effective action—and are eager to put them into practice.
Karita: This report provides a clear explanation of the estimated economic losses and the Group’s initiatives to reduce them. The establishment of an internal framework to make these calculations and efforts to expand its application are highly commendable. While there is a wealth of overseas research, providing solutions tailored to the realities of Japanese women is essential, and this effort is already underway. In addition, forming partnerships in areas beyond pharmaceuticals—such as therapeutic apps that support women in managing their conditions—will also help to reduce social stigma.
Kato: Since the enactment of the Act on Promotion of Women’s Participation and Advancement in the Workplace in 2016, interest in women’s health issues has grown. Indicators that show how much of the economic loss can be reduced are extremely valuable. Unlike maternity or childcare leave, absences due to health issues among working-age women have a direct impact on labor productivity. The Group’s LEP formulations, such as DroEthi, FREWELL, and Jemina, are effective for conditions like dysmenorrhea and are also highly valued by patients with uterine fibroids and those approaching menopause. Dysmenorrhea can also affect the academic performance of high school and university students, but effective use of LEP formulations could help them study more efficiently. Reaching those who have not yet sought medical care remains a challenge. It is important to increase opportunities for awareness through medical seminars for medical professionals and public lectures. Equally essential is raising men’s understanding, which requires workplace training and awareness campaigns to shift perceptions.
Yamaguchi: That is a very important point. I give lectures for adolescents, and students are often highly knowledgeable and interested, sometimes even asking technical questions. As a pharmaceutical company, providing evidence-based, accurate information is crucial. We also hold public lectures nationwide, and apart from business promotion, we have departments dedicated to disseminating information and conducting awareness activities. In addition to reaching patients who already recognize the conditions they face, raising awareness among people in their daily lives is a challenge we must address going forward. Improving men’s understanding is also crucial. We need to change perceptions among both men and women, not only in workplaces but across society. While what we can do as a pharmaceutical company has limits, we believe this as an area where we must act.
Mori: Awareness-raising activities in male-dominated workplaces can also be effective. For example, speaking directly to workers in industries such as steel or construction could make an impact.
Yamaguchi: Indeed, in workplaces where the workforce is older and predominantly male, interest in women’s health issues is often low. Many men think that women’s health does not concern them. Finding ways to build awareness within these groups is therefore crucial.
Karita: At the university where I teach as well, I see changing the mindset of older men as a challenge. In companies, it is also important to focus on training future managers and designing systems that enable participation regardless of gender. Female employees should also have access to role models in positions they can aspire to, women they can look up to and be encouraged by.
Yamaguchi: Women account for over 30% of our workforce, but only 13.5% of management positions, a ratio we aim to improve. More than half of our new hires are women, so we are working to foster an environment that enables career oriented women to pursue and seize opportunities. We have introduced systems such as full flex time, maternity/childcare and nursing care leave, and, since FY2024 we have been offering the Work Support Grant program to assist employees who need to take temporary leave. Ensuring that these systems are comfortable to use—for both those taking the leave and those supporting them—remains a challenge.
Kato: Diversity promotion is also evolving with generational change. At Kyushu University Hospital, where I work, men also participate in the Kirameki Project—an initiative originally designed for female medical professionals—under which flexible working arrangements are provided for employees returning from childcare leave. Establishing not only educational programs but also support systems is essential to building a society where both men and women can continue working. The Group’s 100% (FY2024) paternity leave uptake rate is highly commendable.

ASKA Pharmaceutical Holdings’ Vision of Becoming a Total Healthcare Company

Yamaguchi: Our founding business is pharmaceuticals, but today we are also focused on non-pharmaceutical areas. Comprehensive support that includes prevention and early detection—such as recognizing signs before illness and preventing progression or recurrence—through to treatment will become increasingly important. For example, ASKA Pharma Medical, a Group company, provides hormone testing that helps people understand their health status at an early stage. ASKA Pharmaceutical also operates Health Lab Mint+ for Women’s health website, which, now in its fifth year since launch, continues to be well received for delivering reliable information. More recently, we have begun providing companies with information on health conditions specific to women and thyroid disorders, aiming to improve health literacy among employees, their families, and society at large as part of a corporate wellness program. As we work toward becoming a total healthcare company, I believe fostering ideas or insights for innovation, alongside a willingness to take on challenges, is indispensable. Could you share what specific initiatives are underway?
Mori: On the business front, we have established the Femtech Business Promotion Unit to drive profitability growth in areas peripheral to pharmaceuticals such as around-the-pill solutions. While the pharmaceutical business requires a long-term perspective, the femtech field demands speed to market. Younger generations, in particular, rely heavily on digital platforms for information, creating significant opportunities for new businesses. Moreover, the Group’s high paternity leave uptake rate fosters an environment where such direct experiences give rise to new insights and ideas for improvement. These insights can then be utilized to enhance our business operations.
Karita: I agree that speed is critical. In addition to providing pharmaceuticals, the use of digital tools and femtech will pose a significant challenge in the future. Furthermore, expanding our services to include preventive care and remote support without clinic visits will strengthen our position as a total healthcare company. Collaborating with corporate wellness programs will also be an effective strategy.
Yamaguchi: IT and digital technologies play an essential role in disease prevention and remote support. In femtech as well, given the limits of what we can achieve alone, it is essential to build partnerships that leverage each party’s strengths and enable faster delivery. To this end, we must continue to preserve and strengthen our core strengths: a long history, trust, stable pharmaceutical supply, and new product development.
Kato: Based on my expertise, I believe it is highly significant that the Group supplies contraceptives. The commercialization of a new progestin-only pill and the switch to OTC use of the emergency contraceptive NORLEVO could have a profound impact on Japanese society. As a licensed marketing approval holder, the Group has a social responsibility to provide follow up care after drug use and to support sex education. In the femtech domain, generating evidence and achieving speed to market remain key challenges, requiring careful evaluation and discussion with an eye to future business expansion.
Yamaguchi: The progestin-only pill we launched is already in use overseas but represents a new category for the domestic market. The introduction of such products sends a strong message both internally and externally. We are also preparing for the OTC launch of an emergency contraceptive. While strengthening efforts to provide information and raise awareness remains a challenge for OTC sales, we are collaborating with the Ministry of Health, Labour and Welfare to ensure readiness.
Mori: I was reassured to hear from both of you that our assumptions about the challenges of promoting women’s participation are aligned. As the Quality & Safety Assurance Division Director, I recognize that ensuring the stable supply of emergency contraceptives is also a key responsibility.
Karita: Promoting gender diversity at the Board level is a key indicator of the Group’s stance. Value creation driven by the participation and allocation of diverse talent is directly tied to sustainable growth.
Kato: As an outside director, I want to use this opportunity as a Board member both to learn and to bring frontline perspectives into Board discussions. Drawing on my experience in supporting women’s health, I hope to contribute to the Group’s growth.
Yamaguchi: Thank you for this valuable discussion. It was extremely meaningful as it helped clarify my own thinking. We will continue working to build an environment where people with diverse backgrounds can freely voice their opinions, fostering more active, lively discussions at Board meetings.

Roundtable Discussion on Corporate Governance

To achieve sustainable growth, the Company is focused on strengthening its governance framework and expanding its overseas operations. To foster broader understanding of the evolving corporate culture underpinning these efforts, three directors held a roundtable discussion to exchange views on current challenges and initiatives with a long-term outlook.

held in July 2025
Attendees：(From left) Atsushi Maruo, Minoru Awabayashi, Yasuji Enokido

Selecting the Next-Generation Leader and the Effectiveness of the Nomination and Advisory Committee

Awabayashi: As an outside director, I participated in the selection of the new president by offering objective and unbiased perspectives on a broad range of both internal and external candidates. We prioritized fairness, and repeatedly held careful discussions, which I am assured resulted in a transparent selection process.
Maruo: The Group Nomination Committee began by discussing the fundamental question of what process should be followed in selecting top management. Building on these discussions, we initiated formal deliberations about a year ago.
Enokido: As the current medium-term management plan enters its final phase, the Board reached a consensus that it would be appropriate to begin the next medium-term plan period, starting in FY2026, with a new management structure. Against this backdrop, I believe the timing of the transition was natural and advanced with a shared understanding. The selection process was not centered on a pre-determined individual but instead began with the fundamental question of what kind of leader ASKA Pharmaceutical Holdings needs. From there, we carefully narrowed down the candidates.
Awabayashi: I had no prior relationship with the new president before becoming an outside director. However, through interactions at Board meetings and other settings, I came to appreciate his medium- to long-term perspective and vision and recognized him as a highly capable leader. In the pharmaceutical industry—the Group’s core business— development and validation require time, making it sometimes difficult to achieve results in the short term. The new president’s commitment to driving growth through medium- to long-term strategies is therefore highly commendable.
Enokido: I have had monthly discussions with the new president and was particularly impressed by his consistent and strong vision of advancing ASKA Pharmaceutical to the next stage. He is deeply committed to R&D investment and, in particular, to overseas expansion, with a broad perspective that extends beyond Asia to include European markets. I am confident he is the right leader to drive the Group’s future growth.
Maruo: Since joining the Board, the new president has overseen key areas such as drug discovery research and business development. As president of ASKA Pharmaceutical, he has actively pursued overseas expansion against a backdrop of a slowing domestic market and has already delivered results. His deliberate efforts to build experience both inside and outside the Company, with an eye toward future management, also demonstrate his strong awareness and readiness as a leader.
Awabayashi: Among his overseas expansion initiatives, his focus on Southeast Asia is particularly noteworthy. The Company currently has a consolidated subsidiary in Vietnam and an equity-method affiliate in the Philippines. While numerous companies tend to prioritize Western markets, the new president’s early recognition of Southeast Asia’s high growth potential, and his strategic actions to meet rising pharmaceutical demand driven by regional economic development, demonstrate strong foresight.
Enokido: This shows that the new president has laid out not merely a response to short-term management needs but a clear vision for sustainable growth over the next 50 to 100 years, with overseas expansion at its core. From this long-term, forward-looking perspective as well, I am convinced that his appointment is well justified.

Effectiveness of the Board of Directors and Initiatives for Improvement

Maruo: Currently, four of the nine members of the Board of Directors are outside directors, and discussions are quite robust. In this respect, I believe there are no major issues with the Board’s effectiveness. However, as our Group operates primarily in pharmaceuticals—a field with significant public and social implications—it is particularly important that we demonstrate sound and transparent management to a broad range of stakeholders. We must therefore continue strengthening our governance practices.
Enokido: I agree—that is a critical point. From a structural perspective, since I joined the Board, the addition of two female outside directors has significantly enhanced its diversity. Mr. Awabayashi and I come from outside the pharmaceutical industry, and I think the current composition is well balanced, with both of us contributing perspectives on comprehensive corporate management and global business expansion. That said, discussions on pharmaceutical R&D do require specialized knowledge, which was initially challenging to fully grasp. Going forward, I would like to strengthen our ability to provide insights and judgements from a management perspective, while also taking technical areas into account.
Awabayashi: I feel that Management Council meetings provide an open environment for frank discussions. However, there are times when topics thoroughly discussed in Management Council meetings are not sufficiently addressed at the Board level. For this reason, I make a point of revisiting key matters during Board discussions as well. I believe this approach is essential to ensuring transparency.
Maruo: From the standpoint of further enhancing management transparency, the Group Nomination Committee has begun discussing the Company’s optimal governance structure. We currently operate as a company with an Audit & Supervisory Board, but given that auditors do not have voting rights at Board meetings, we are considering transitioning to a company with an Audit & Supervisory Committee to further strengthen oversight functions. Furthermore, some investors have requested that the tenure of directors be reduced from the current two years to one year. Taking these and other perspectives into account, we are evaluating a range of measures to strengthen governance.
Awabayashi: Allowing shareholders to review director appointments annually by shortening their terms would be desirable from a governance standpoint.
Enokido: In parallel with these structural discussions, investor-focused perspectives are increasingly being incorporated into internal dialogue. Over the past year, I have observed growing awareness that such perspectives are a key factor in management decision-making. We are also continuously monitoring the overall soundness of the organization—including the fundamental corporate responsibility of compliance—and discussing these matters internally. I would like us to further deepen discussions that contribute to enhancing overall corporate value.
Maruo: In recent years, we have proactively conducted IR and SR activities. At Board meetings, we share feedback from investors and other stakeholders and actively incorporate particularly valuable suggestions into business strategies and measures. The Board does not limit its discussions to business strategy and overall management. We also actively engage with current key topics such as ESG, human capital utilization, and the design of ideal HR systems.
Enokido: We intend to integrate these concepts as fundamental elements of the forthcoming medium-term management plan, which is currently under development.
Maruo: Depending on the agenda, division directors, who are corporate officers, attend Board meetings to explain specific topics and participate in Q&A sessions. This allows outside directors to engage in discussions with closer proximity to frontline operations, and I believe this setup supports highly effective governance.

Assessment of the Medium-Term Management Plan and Realizing the Vision of Becoming a Total Healthcare Company

Awabayashi: The Group actively embraces diverse talent not only from within but also from outside the organization, and it is focused on promoting open innovation. For example, it is exploring partnerships with startups and overseas companies. Rather than relying solely on internal development, it positions collaboration with external partners as part of its management strategy—and this type of collaboration is one of the Group’s strengths.
Enokido: In addition to this flexible approach, the Group is engaged in socially significant themes such as healthcare that supports women’s participation in society and animal health that promotes healthy relationships between people and animals. These areas are expected to grow, and I believe the Group is well positioned in these markets. That said, the domestic market faces the structural challenge of population decline, which limits longer-term growth potential. To achieve sustainable growth, global expansion is essential, and further strengthening of in-house development capabilities remains a management priority.
Maruo: Currently, about 90% of the Group’s sales come from the pharmaceutical business in Japan. However, the domestic market faces several limiting factors, including low economic growth, a shrinking population, and drug price revisions. Moreover, pharmaceutical R&D involves rising costs and increasing uncertainty. Against this backdrop, expanding into overseas markets is crucial to maintaining and enhancing corporate value. In addition to prescription pharmaceuticals, we aim to develop new revenue pillars in adjacent healthcare areas, such as animal health and digital medical devices.
Awabayashi: As the Group expands globally, securing talent with expertise in Southeast Asian markets will be critical. It is important to bring in individuals with both practical experience and specialized knowledge gained on the front lines.
Enokido: Going forward, we expect to see growth not only in pharmaceuticals, but also in emerging areas such as digital therapeutics. Rapid technological advances, including generative AI, are likely to have a major impact on the efficiency of internal operations, R&D speed, and the expansion of business domains. How we integrate these technologies into the Group’s core business will be a critical factor in driving future growth.
Maruo: For a mid-size company like ours, partnerships with external players that have strengths in advanced technology fields—such as digital health, DX, and AI—are extremely important. At the same time, our strengths lie in areas of high social value, namely women’s health and animal health. I am confident that by combining these capabilities with those of our partners in other fields, we can generate significant synergies. Through such collaboration, we aim to achieve medium- to long-term growth.
Enokido: In today’s fast-changing environment, employees risk losing a sense of urgency if they remain too inward looking. Actively engaging with external stakeholders and experiencing the pace of development in other companies and industries help broaden perspectives of each employee and invigorate the organization. It will become increasingly critical to advance our research and technological capabilities while broadening engagement with external stakeholders.
Maruo: From that perspective, I hope both of you will continue contributing your insights through various meetings.
Enokido: In developing the next medium-term management plan, instead of simply extending the current growth trajectory, we’re using a backcasting approach—starting with a long-term vision of where the Group wants to be in 10 years and working backward to determine the actions needed today. Our focus is not only on business initiatives such as new drug development and overseas expansion, but also on organizational and cultural aspects such as enhancing HR systems and fostering a corporate culture that embraces challenges.
Awabayashi: I feel the next medium-term plan places strong emphasis on shareholder returns and corporate transparency. However, as a pharmaceutical company, the Company must also keep in mind its diverse stakeholders— not only shareholders, but also healthcare professionals and patients. Initiatives and communications must strike the right balance across these groups.
Maruo: The upcoming medium-term management plan will include targets such as becoming the leading company supporting women’s healthcare and raising the overseas sales ratio to 30%. To achieve these goals, we have established working groups by themes—sales and marketing, R&D, overseas expansion, and HR systems—and are engaged in concrete discussions. We plan to compile a summary by fall and formally announce the plan in FY2026.
Awabayashi: At present, I feel the market’s evaluation of the Company is somewhat below its true capabilities and potential. One challenge is to address the Company's relatively low name recognition among individual investors through strategic initiatives.
Enokido: For mid-sized companies in Japan, gaining strong market recognition can take time. Historically, there was less focus on enhancing shareholder value, but due in part to recent government policy support, the conversation around corporate value enhancement is becoming more widespread and established. Through improved communication and outreach to external stakeholders, we can gradually convey the Group's strengths and appeal more broadly.
Maruo: Recently, we have received increasing requests from investors to speak directly with outside directors. By further expanding such opportunities for dialogue, we aim to realize highly transparent management and build strong, trust-based relationships.

Message to Stakeholders

Awabayashi: The Company has a clear vision of becoming a company that contributes to women’s health and happiness. It is committed to global expansion and has been steadily securing talent needed to realize this goal. Through these initiatives, I am confident that these efforts will provide investors with strong reasons to expect future growth.
Enokido: The Board of Directors commonly recognizes the significance of commitment to further enhancing corporate value. Board members are strongly aware of the need to improve market valuation, and this mindset will be clearly reflected in the next medium-term management plan. Initiatives will consider a wide range of stakeholders— including business partners, prospective collaborators, and employees—and will be promoted with a view to enhancing corporate value in the broadest sense.
Maruo: Exactly. The areas we focus on—women’s health and animal health—are not only responses to pressing social issues but also key drivers of future growth. By working diligently in these fields, we can build stakeholder trust, which in turn will contribute to enhancing corporate value. We also intend to further strengthen our overseas expansion efforts. An increase in both corporate and equity value will open more opportunities for forming partnerships and utilizing equity financing to accelerate growth. In this sense, strengthening external communication, including IR activities, will be even more critical going forward. The Group’s core operations center on the pharmaceutical business, and our business model is fundamentally B2B rather than B2C. Accordingly, raising brand recognition requires a more strategic approach than for companies in other industries. Ideally, a new drug developed by the Group will gain high social recognition for its contributions to patients and other stakeholders and bring greater attention to the Group.
Awabayashi: Even my own family did not initially know about ASKA Pharmaceutical, but when I explained that it is a company supporting women’s health and happiness through initiatives in obstetrics and gynecology, they understood the purpose and significance of its business.
Enokido: I tell my family that it is the No.1 company in the obstetrics and gynecology field in Japan. I am confident that the Company’s track record and market position fully support that claim.
Maruo: In addition to our current strengths in women’s health, we need to build globally competitive capabilities in areas such as drug discovery and manufacturing. As we are still in a growth phase, we do not need to pursue a department store model, offering all kinds of services and products. Rather, I believe our most suitable growth model is that of a boutique—specialized and strong in select fields.

Message from Group Nomination Committee Chairman: Selection and Evaluation Processes Leading Up to Appointment of the New President

Minoru Awabayashi
Outside Director, Group Nomination Committee Chairman

In my role as an outside director, I provided recommendations for the next president from among a wide range of both internal and external candidates, without being bound by preconceived ideas or conflicts of interest. In the selection process, we placed the utmost importance on transparency and fairness, and to that end engaged in careful and thorough discussions. In addition to achieving the goals of Medium-Term Management Plan 2025, we have determined that it is desirable to advance the next medium-term management plan under a new structure. The Group Nomination Committee began by discussing the basic framework of the selection process for the top executive and started full-scale deliberation about a year ago. With due consideration for the current business situation, social conditions, and the business environment, the committee took a long-term perspective in carefully deliberating the requirements for becoming a top executive and the approach to selecting a successor. In order to execute a multifaceted investigation, the Group Nomination Committee considered both internal and external candidates and evaluated them from multiple perspectives including skills, leadership, personality, career history, and achievements required for a top executive. We then conducted interviews, made inquiries as necessary about performance and practical matters, and engaged in multiple deliberations regarding the final candidates. The Group Nomination Committee formally recommended the final candidates chosen in this manner to the Board of Directors. Based on this recommendation, the Board of Directors made a decision after a comprehensive discussion of the requirements and personality profile associated with the position of top executive, ultimately approving the appointment of Mr. Sohta Yamaguchi as President at shareholders meeting. I am convinced that the new president is an exceptional leader, having witnessed his focus on Southeast Asia in driving the Group’s overseas expansion, as well as his strategic perspective and management style characterized by the steady execution of plans.

Roundtable Discussion with Outside Directors

In addition to strengthening governance under the holding company structure, we are focusing also on human resource development to realize sustainable growth. In order to explain just how the corporate culture is evolving, we met with ASKA Pharmaceutical Holdings’ four Outside Directors and invited them to discuss current initiatives and challenges for shaping the Company’s future.

held in July 2024
Attendees：Yasunori Yoshimura, Minoru Awabayashi, Yasuji Enokido, and Kanae Karita

Role as an Outside Director

Yoshimura: As everybody is aware, Japan is grappling with an extremely low birthrate and aging population. The birth rate in 2023 was 1.20. The number of births was 727 thousand in 2023 and is expected to drop below 700 thousand in the future. I believe that building a future for women and children will be critical in resolving the issues posed by a declining birthrate and aging population. Based on the corporate philosophy of “Contribute toward the improvement of people’s health and progress in society through the development of innovative products,” ASKA offers support for women’s health at each stage of their lives, while also improving the quality of life of people in general and helping build the nation’s healthcare industry. I believe my responsibility as an Outside Director is to provide comprehensive support as a medical professional for the Company’s quest to become a flagship company for women’s medicine.　

Awabayashi: I expect my contribution to the Company to lie in expanding business activities overseas and in planning and nurturing new businesses, skills gleaned from my days at a consulting company. As someone with no previous association with drug discovery or the pharmaceutical and medical fields, I intend to offer my recommendations from a consumer’s perspective. That said, I will participate actively in new business planning. As an Outside Director with experience in discovering and introducing new overseas businesses, I believe I can offer advice on methods of intelligence-gathering, and provide business-oriented suggestions when it comes to analyzing and drawing conclusions from the information thus collected.

Enokido: I served for many years as a director for an electronics manufacturer, so the pharmaceutical industry is outside my area of expertise. In my previous role, though, I had a long stint overseas, and during that time I developed a global viewpoint that I hope to leverage in my new role. I believe I can make a unique contribution, not only by updating the Company’s governance practices to befit a listed company, but also by providing advice on pursuing overseas-style governance and business growth.

Karita: I feel that my responsibility lies in harnessing my experience as a medical professional, first in promoting diversity, and then in securing and fostering the personnel needed by the Company over the longer term. It is imperative to identify and nurture home-grown female executives. We need to create an environment in which childbirth and childrearing leave do not prove career-ending for female employees. I seek to use my experience as a female not only in reaching out to women within the Company, but also in voicing an opinion on building an environment where every employee can achieve selffulfillment and feel rewarded in their work.

Impression of the Company from an Outside Director’s Standpoint

Yoshimura: My involvement with the Company dates back to the Teikoku Hormone Mfg. era. Since changing to the current name “ASKA,” the Company has adopted a focus on women’s life stages, and I believe this to be a very salient characteristic setting “ASKA Pharmaceutical Co., Ltd.” apart from rival pharmaceutical companies. I also believe ASKA has been already fulfilling its responsibility to society as a specialty pharma company to some extent. From my own perspective, since the government itself is advocating comprehensive support for women’s health, the Company has demonstrated further improvement on that front and is making a more significant contribution to society after adopting a holding company structure.

Awabayashi: Only a year has passed since I began my association with the Company. While I am still learning about the Company, from my conversations with management I believe that company executives are exhibiting even greater leadership and vision than I observed before my direct involvement. I will do my utmost to ensure that this trend continues.

Enokido: ASKA has amassed an impressively large share of sales in the obstetrics and gynecology fields in Japan, in line with the country’s needs and the broader push to support women’s participation and advancement in society. I am impressed also by the manner in which the Company is rolling out new businesses in the animal health and medical domains. One challenge for ASKA is to build momentum in pharmaceutical development over the longer term, and given the limited growth prospects for the domestic market I am also keen to see how the Company goes about creating growth opportunities overseas.

Karita: From the meetings and briefings I have attended thus far, I am convinced that the Company’s management team fully appreciates the importance of corporate governance, and has established a sound system of governance. I plan to personally educate myself further on this topic. I will also be encouraging the Company to build collaborative relationships with other companies in its quest to grow overseas operations.

Views on Enhancing Corporate Value over the Medium to Long Term

Enokido: The Company does business in a specialist field, which makes it difficult to raise general awareness of the Company. The recent rise in the share price, though, suggests that regard for the Company is building. Over the past year there has been much debate within the Company regarding means of increasing shareholders’ value, and I think the resulting initiatives could be contributing to gradual improvement in the Company’s visibility. When it comes to the share price, I think that raising corporate value over the long term holds more significance than near-term upswings and downswings in the share price. As employees are the source of corporate value, I believe the Company should persist with efforts to enhance the skills and personal qualities of each and every employee.

Yoshimura: The Company’s share price is now some three times higher than when the Company’s market valuation was low, when the stock was trading below ¥1,000. That kind of share price appreciation suggests to me that company visibility has improved remarkably. The corporate value has risen substantially, but that has brought with it fresh challenges.

Awabayashi: Given the increase in non-Japanese investors, I believe the Company should be more proactive in disseminating information and conducting IR activities overseas.

Karita: The Company is making solid progress in addressing the SDGs and pursuing sustainability, but I think there is room for improvement in the dissemination of information. I believe the Company could gain greater traction if, for example, it used influencers and the like as opportunities to step up information dissemination, with employees working as one to enhance corporate value by never being satisfied with the status quo and always being on the lookout for areas in need of improvement.

Various Viewpoints on Human Resources

Awabayashi: As an Outside Director, I am extremely impressed by the proactive manner in which the Company externally sources talent to fill mid-level and higher positions. When it comes to developing in-house talent, there are frequent opportunities for management to interact with employees at internal meetings and so forth, but I know little of what takes place at such meetings. Given the opportunity, I would like to participate as an observer, with the ability to voice my opinion as necessary.

Yoshimura: From my viewpoint as a medical professional, I think there needs to be a paradigm shift within the Company from financial capitalism focused primarily on financial statements, toward inclusive capitalism. I believe SDGs, ESG investment and investment in our human capital are particularly important, and I think there remains insufficient awareness of how greater productivity can enhance corporate value. While management teams are prone to looking inward for the most part, awareness of the local community and working women is also critical, in my view.

Enokido: Employee growth is essential to a company’s evolution over the longer term, and I have had many discussions on this subject with the President. While swings in demand can alter near-term earnings momentum, over the longer term I believe that employee growth is key to a company’s advancement. I have learned from my overseas postings that although company attributes differ between countries, the key to an organization's growth will always be its workforce. For the organization to retain its identity, I think it crucial that the corporate philosophy be carefully instilled overseas. I believe that this will further enhance the Company’s appeal and its ability to lure talented individuals. At the Company’s domestic operations, I sense that the corporate culture is one of earnest and open communication. If asked to identify an area of potential improvement, I would say that the Company could do more to foster an entrepreneurial spirit among its employees. For the Company to achieve sustained growth, I think it is essential that its employees welcome a challenge. This is an industry that demands a lot of its employees, and there is certainly no need for all to embrace challenge. That said, I would like to see the organization evolve into one in which at least some employees can take on big challenges.

Karita: I have had conversations with the President about gender diversity, in which he has suggested that not many women seek out managerial and other senior positions. I want to see the Company create an open workplace in which women can win promotion according to their abilities, just like men. I believe gender diversity will gain momentum if we can develop a highly transparent workplace in which employees do not hesitate to communicate information to their superiors, even when implications for the organization are negative.

Effectiveness of the Board of Directors

Yoshimura: I think the effectiveness of the Board of Directors hinges on the creation of the kind of highly transparent workplace described by Ms. Karita. Providing opportunities for women to play an active role is essential, in my view, both to driving innovation and reforming work styles. While the number of female directors and auditors is increasing, I believe that further promotion of female advancement will require a greater focus on reskilling and organizational mobility. For example, I would like to see more opportunities for employees to learn by being seconded to other companies for periods of around three years. While it could be difficult in the Company’s case as the business centers on visiting medical institutions to disseminate information about pharmaceuticals, going forward I would like to see the Company introduce jobbased employment and digital tools. In my view, the Board of Directors needs to reacquaint itself with the important role that diversity has to play in corporate growth and technological innovation.

Awabayashi: While the Company looks to be making progress in promoting gender diversity, I think internationalization is also important. The Company has a limited presence overseas, but many of our shareholders are overseas investors. As such, I believe individuals with a global viewpoint are needed on the Board of Directors. Due to the language problem, not everyone is suited to this role. Nonetheless, I believe the Board of Directors should include more individuals able to speak on behalf of overseas shareholders.

Enokido: When I first joined the Board of Directors, I felt that there were too few female Board members considering that the majority of the customers are women. Going forward, though, I anticipate improvement in this respect, as exemplified by the appointment of Ms. Karita as a member of the Board of Directors. Given the importance of overseas expansion, I believe the Company should also appoint a non-Japanese director at an appropriate time. Also, I would like to see the Management Council become a forum supporting the frank exchange of opinions on all manner of subjects.

Karita: As the Board of Directors is involved in reporting, chiefly on matters for resolution, I would like to see the Management Council gather ahead of Board of Directors meetings to conduct debate aimed at identifying issues to be addressed. On the subject of diversity in hiring, I want to facilitate the exchange of human resources with diverse experiences and viewpoints, regardless of gender and including non-Japanese, seniors, people with disabilities, and so on. I believe initiatives in this regard would enhance the Group’s collective strengths while also boosting organization value and productivity. Yoshimura: The Management Council and Board of Directors often debate the same matters, and I sense that the Board of Directors accepts at face value the explanations provided by the Management Council. I see potential for deeper discussion built on a wider range of opinions if more matters are offered up for discussion by the Management Council.

Yoshimura: The Management Council and Board of Directors often debate the same matters, and I sense that the Board of Directors accepts at face value the explanations provided by the Management Council. I see potential for deeper discussion built on a wider range of opinions if more matters are offered up for discussion by the Management Council.

Group Nomination Committee and Group Remuneration Committee

Yoshimura: The Company has a Group Nomination Committee and Group Remuneration Committee and I serve as Chairman of both. I think it important that these advisory committees have included succession planning for the future as an agenda item. When Outside Directors and Internal Directors are being chosen, I believe it helps greatly for candidates to be afforded the opportunity to convey their impressions, aspirations, and message to employees. I serve also on the Board of Directors at other companies, but this is my first experience of a clearly defined pay scale, and I would describe the corporate culture as highly transparent. I applaud the Company for appointing to the management team individuals who will drive renewal while also upholding the founder’s beliefs.

Enokido: As a new director it is difficult for me to make concrete suggestions, so in the future I would like to see director candidates presented beforehand to the Group Nomination Committee and the Group Remuneration Committee, giving them an opportunity to discuss candidate training. These committees have previously debated what constitutes an ideal leader, and I think now they need to work out how to realize that vision.

Awabayashi: Like Mr. Enokido, I have only attended two meetings to date. That said, I support Mr. Yoshimura’s comments.

Karita: I was surprised to be called upon, given my singular background. However, I do believe that the Company aspires to take a new direction. Whereas other female directors are lawyers and business operators, I can bring to the table my experience in promoting diversity and public health in academia. I am satisfied that this is sufficient, as I am also being given every opportunity to grow through courses on management and accounting, with the ability also to provide feedback to the Company.

Expectations of ASKA Pharmaceutical Holdings and Perception of Company Strengths

Yoshimura: My hope is that ASKA grows into a company imbued with the philosophy of co-innovation and cocreation, in which diverse stakeholders collaborate in creating the future. As a flagship company in the use of cutting-edge drug discovery to contribute to the health of Japanese people, society, and women’s health in particular, I believe ASKA also should promote initiatives in Sexual and Reproductive Health and Rights, a subject currently garnering attention around the globe. I think ASKA should be considering what it can do as a pharmaceutical company to create a society in which individuals have the right to shape their own lives, by such means as promoting the Sexual and Reproductive Rights that currently are lacking in Japan.

Awabayashi: If you don’t take risks, you don’t find opportunities. I believe it is the role of management to take risks within a scope that can be controlled. I think the current management team fulfills this role, and also excels in terms of leadership. In my experience of establishing new businesses, I often found it difficult to convince Outside Directors that our company should take risks. I want to be the kind of Outside Director that actively supports the management team with a firm grasp on what is important.

Enokido: As a company active in a field of great social significance, I believe the Company still has abundant potential for growth. With its focuses on the advancement of women and animal welfare, I think ASKA Pharmaceutical Holdings is a company that is ahead of the broader social trend. Although the Company already sets great store by the development of human resources, a key focal point for shareholders and institutional investors, I would like to see the Company strive even harder to establish a reputation as a rewarding workplace.

Karita: I agree with what the others have said. Additionally, I think one of the Company’s strong points is a scale that facilitates the Group’s maneuverability. By continuing to pursue diversity and personnel exchanges, I am confident that the Company will be able to adapt quickly to market changes through new businesses and business models.

• Please also see the Integrated Report “Roundtable Discussion with Outside Directors”.
  
  

Integrated Report