Our advanced and robust corporate governance model has been, and will continue to be, critical to our success.

Management Structure | Takeda Pharmaceuticals

Divider Section

Our advanced and robust corporate governance model has been, and will continue to be, critical to our success. And our leadership is accountable to the communities that rely on us for responsible delivery of our commitments.


The Board of Directors (BOD) discusses and resolves strategic or particularly important matters such as the establishment of and amendments to the Company group’s corporate philosophy as well as important management policies and plans such as mid-to long-term strategies and corporate plans. The BOD also supervises business executed by management through receiving a report delegated to the management based on the Articles of Incorporation.

*   [Articles of Incorporation](http://5.zcyl58.com/49f2fb/siteassets/system/who-we-are/values-and-corporate-governance/charters-and-reports/articles-of-incorporation_en.pdf)

*   [Board of Directors Charter](http://5.zcyl58.com/4ae4bf/siteassets/system/who-we-are/values-and-corporate-governance/charters-and-reports/board-of-directors-charter_dec2022_en.pdf)



Roles

In order to strengthen supervision and further enhance objectivity and transparency in deliberations, Independent External Directors comprise a majority of the BOD. Takeda has 14 Directors (including 4 Directors who are Audit and Supervisory Committee Members), of which 11 are Independent External Directors (including 4 Independent External Directors who are Audit and Supervisory Committee Members). The BOD is chaired by an Independent External Director. [Read the appointment of directors published June 26, 2024.](http://5.zcyl58.com/newsroom/newsreleases/2024/takeda-announces-new-assignments-of-directors)


Composition

We have identified the knowledge, experience, and skills necessary to discuss and establish management and business strategies of our company, which operates on a global basis. In order to ensure the balance, we appoint individuals from inside and outside Takeda, irrespective of nationality, gender, career or age.

Takeda's Directors have well-balanced skills necessary to advise and supervise the company, which ensures strategic discussions at the BOD meeting. For more information, please refer to our BOD Skill Matrix.

*   [Policy on Board of Director's diversity and skills of Directors](http://5.zcyl58.com/4ae4bf/siteassets/system/who-we-are/values-and-corporate-governance/charters-and-reports/nomination-committee-charter_dec2022_en.pdf#page=4) (Exhibit of Nomination Committee Charter)

*   [Skills Matrix](http://assets-dam.zcyl58.com/image/upload/Global/Investor/events/shareholders-meetings/2024/Skills%20Matrix/web-skills-matrix-after-148th-gsm-en.pdf)



Diversity

Takeda has established its “Internal criteria for independence of External Directors” to ensure such Directors are of a character that we believe is truly important for realizing the common interests of the shareholders and elected all External Directors who meet these criteria as Independent Directors.

[Internal Criteria for Independence of External Directors of the Company](http://5.zcyl58.com/4ae4bf/siteassets/system/who-we-are/values-and-corporate-governance/charters-and-reports/nomination-committee-charter_dec2022_en.pdf#page=4) (Exhibit of Nomination Committee Charter)


Independent Qualification

Independent External Directors can request Internal Directors and employees of the company to give an explanation or report, or to provide materials whenever necessary and deemed appropriate.


Access to Internal Information

Independent External Directors regularly have meetings consisting only of the Independent External Directors and openly discuss matters relating to Takeda’s business and corporate governance, etc. Independent External Directors share their opinions and insights with each other and provide feedback to the management.


Executive Session

Takeda provides necessary information about the company (Values (Takeda-ism), industry trends and legal responsibilities (duty of care, duty of loyalty, etc.) to the Directors when they take office. We continue to provide useful information and learning opportunities throughout their tenure. For Independent External Directors, in addition to the above, Takeda provides information about the pharmaceutical industry, as well as additional study sessions and site visits, as appropriate.

Takeda provides, in a timely manner, relevant information about important management-related matters to Independent External Directors to help them make informed decisions. In addition, we explain the summary of topics to be discussed at BOD meetings to External Directors in advance.


Training and Supporting to Directors

An evaluation of the performance and effectiveness of the BOD is conducted once a year, in principle, by third party organizations in such a way that the individual opinions of the Directors are efficiently obtained. Each Director individually completes a questionnaire and/or is individually interviewed. Based on the results of the evaluation, the BOD analyzes and evaluates their effectiveness and acts on any opportunities for improvement. Please refer to our [Corporate Governance Report](http://assets-dam.zcyl58.com/image/upload/Global/Corporate%20Governance/charters-and-reports/CG-report_2024_Jul_en.pdf).


Evaluation of Board Effectiveness

## Board of Directors



As an advisory body for the BOD, the Nomination Committee examines the policy on BOD’s diversity and skills of Directors, the criteria and procedures for board members’ appointment/reappointment, succession plans and administration of such plans, and confirms the appropriateness of the candidates of board members.


Role of Nomination Committee

As an advisory body for the BOD, the Compensation Committee examines the compensation policies for Directors other than Audit and Supervisory Committee (ASC) members and the appropriateness of compensation including its specific distribution to each Director other than members of the ASC. In addition, to ensure the objectivity and transparency of compensation determination, the Compensation Committee decides the amount of compensation for individual internal directors with a resolution of delegation by the BOD.

**Compensation documents:**

*   [Compensation Committee Charter](http://5.zcyl58.com/4aa6ef/siteassets/system/who-we-are/values-and-corporate-governance/charters-and-reports/compensation-committee-charter_en.pdf)

*   [Director's Compensation Policy](http://assets-dam.zcyl58.com/image/upload/v1716797423/Global/Corporate%20Governance/governance-structure/2024/directors-compensation-policy-en.pdf)

*   [Executive Compensation Overview](http://assets-dam.zcyl58.com/image/upload/Global/Investor/events/shareholders-meetings/2024/sm_148_04_en.pdf)

*   [Compensation Recoupment Policy](http://assets-dam.zcyl58.com/image/upload/v1695960760/Global/Corporate%20Governance/governance-structure/takeda-clawback-policy-en.pdf)



Role of Compensation Committee

*   [Director/Executive Compensation Disclosure Guide](http://assets-dam.zcyl58.com/image/upload/Global/Corporate%20Governance/governance-structure/2024/2407-director-executive-compensation-disclosure-guide-en.pdf)


Director/Executive Compensation Disclosure

In both committees, all members and the chairperson must be external directors and at least one of the committee members must be an Audit and Supervisory Committee member, which are stipulated in each charter. The President & CEO attends as an observer in the Nomination Committee.


&nbsp;[Read the appointment of directors published June 26, 2024.](http://5.zcyl58.com/newsroom/newsreleases/2024/takeda-announces-new-assignments-of-directors)


## Nomination Committee and Compensation Committee



The Audit and Supervisory Committee ensures its independence and effectiveness in line with the “Audit and Supervisory Committee Charter” and Internal Guidelines on Audit and Supervision of Audit and Supervisory Committee. The Committee conducts audits of the Directors’ performance of duties and performs any other duties stipulated under laws and regulations and the Articles of Incorporation.

[Access the Audit and Supervisory Committee Charter](http://assets-dam.zcyl58.com/image/upload/v1697613936/Global/Corporate%20Governance/charters-and-reports/asc-charter_en.pdf).


Role

The Audit and Supervisory Committee consists only of external directors to further enhance the independence of the Committee. The Audit and Supervisory Committee is an independent committee; its mission is to monitor and verify the performance of duties by directors and contributes to the proper governance and decision-making of the BOD.

[Read the appointment of directors published June 26, 2024.](http://5.zcyl58.com/newsroom/newsreleases/2024/takeda-announces-new-assignments-of-directors)


The Audit and Supervisory Committee closely cooperates with Group Internal Audit department and also the divisions responsible for the internal control function, such as the Global Ethics and Compliance, Global Finance, etc. and utilizes the information received from these divisions to enable the Audit and Supervisory Committee to conduct effective audit and supervision.


Relationship between the Audit and Supervisory Committee and Internal Audit Departments

Internal Audit

## Audit and Supervisory Committee and Internal Audit



Takeda established the Takeda Executive Team (TET), which consists of the President & CEO and function heads of the Takeda Group, in order to ensure the agility and flexibility of business execution and deeper collaboration among the various functions. The TET, consists of 17 members with diverse backgrounds, including in expertise, nationality and gender (8 males and 9 females). While respecting the perspectives of various stakeholders, TET discusses and makes decisions  on management strategies and other important management and operational matters. Our agile and simple global organization empowers each member to make decisions and act in the best interests of our patients.

[Read our TET member biographies.](/about/leadership)


Takeda Executive Team (TET)

The BOD delegates responsibilities for decision-making for some of the important business decisions to Internal Directors. The decisions of these matters are delegated to the following three decision making bodies. Each committee consists mainly of TET to ensure the agility and flexibility of business execution and deeper cooperation among the various functions. The BOD supervises the management's execution of these matters through the reports of the three committees.

*   Business & Sustainability Committee: Responsible for corporate / business development matters and sustainability-related matters

*   Portfolio Review Committee: Responsible for R\&D and product-related matters

*   Risk, Ethics and Compliance Committee: Responsible for risk management, business ethics and compliance matters



Management Committees

## Our Management



ガバナンス体制の概要図（簡易版）

Matters not requiring the approval of the aforementioned committees are delegated to each TET member based on the Takeda Group’s Management Policy (T-MAP). Takeda aims for agile and efficient decision-making across the group.

Governance Structure

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