Corporate Governance

Interior of the Astellas Tsukuba office, part of its global operations across 70+ countries.

Basic View

The Company’s raison d'être is to contribute to improving the health of people around the world through the provision of innovative and reliable pharmaceutical products. The Company aims to sustainably enhance enterprise value by being chosen and trusted by all stakeholders. With this business philosophy, we work to ensure and strengthen the effectiveness of corporate governance from the following perspectives:

Ensuring transparency, appropriateness and agility of management; and
Fulfillment of our fiduciary duties and accountability to shareholders and appropriate collaboration with all stakeholders.

The Company has established the Corporate Governance Guidelines which clarifies the basic views and guidelines of the Company’s corporate governance.

Corporate Governance Guidelines [April 1, 2025]

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Summary of the Corporate Governance Systems

The summary of the corporate governance systems is as follows:

The Company adopts the organizational structure of “Company with Audit & Supervisory Committee.” Outside Directors constitute the majority of the Board of Directors and the Audit & Supervisory Committee, respectively.
A company with an Audit & Supervisory Committee will enable the delegation of a substantial part of the Board of Directors’ decision-making authority of the execution of business to executive Directors. This further enhances deliberation on matters such as business strategy in the Board of Directors and further strengthens the oversight function of the Board of Directors. In addition, the Company deems it appropriate for the Board of Directors, a majority of whose members are outside Directors, to discuss and make decisions on important matters relating to corporate governance, including those involving election of Directors and remuneration, etc.
The Board of Directors determines basic policies of management, business strategies and other matters, and serves the oversight function of business execution.
In order to ensure the transparency and objectivity of the deliberation process regarding election and dismissal of Directors, etc. and remuneration system, the Company establishes the Nomination Committee and the Compensation Committee as advisory bodies to the Board of Directors. The Nomination Committee and the Compensation Committee are composed of members appointed by the Board of Directors, and the majority of each Committee are outside Directors. Each Committee is chaired by an outside Director. As of July 2025, each Committee comprises 6 members (5 males and 1 female), all of whom are highly independent outside Directors.
As an organ for handling execution of business, the Company establishes the Executive Committee for discussing important matters, and also appoints Top Management , who are responsible for the execution of business. The responsibility and authority for the execution of business by the Executive Committee and Top Management are clearly stipulated in the "Corporate Decision Authority Policy".

Corporate Governance Structure

Board of Directors

Audit & Supervisory Committee

Nomination Committee and Compensation Committee

Skills Matrix and Composition of Advisory Committees

The Board of Directors specifies the skills, etc. (knowledge, experience, abilities, etc.) that should be possessed as a whole in order to properly perform its function in light of the Company’s corporate strategies.

The skills, etc. expected of Directors and the composition of advisory committees are as follows.

Skills Matrix and Composition of Advisory Committees

Specific matters considered by the Board of Directors during the business year ended March 31, 2025

Corporate Strategy	Quarterly review of the progress of the corporate strategic plan Review of progress of Primary Focus strategy Determination of FY2025 Corporate Annual Plan Review of progress of three enterprise priorities
Risk Management	Review of enterprise risks and the management status thereof Review of status of compliance activities
Stakeholder Engagement	Approval of matters related to financial results Review of status of dialogue with investment community Review of results of employee engagement survey Review of status of sustainability action plan and activities
Corporate Governance	Evaluation of Board of Directors effectiveness analysis results Deliberations and decisions on Directors & Officers appointment/ remuneration Review of status of succession planning Review of audit results obtained by the Audit & Supervisory Committee and Internal Audit

Effectiveness of the Board of Directors

Board of Directors as a means of examining and improving issues to further enhance the effectiveness of the Board of Directors, and discloses a summary of the results thereof. For the analysis and evaluation of the effectiveness of the Board of Directors for the business year under review, an external evaluation organization was used to conduct a third-party evaluation based on a self-assessment questionnaire and interviews with all Directors. The Board of Directors discussed the results of the analysis based on those findings and made a final evaluation. Directors also provided each other with individual feedback through the questionnaire.

[Process for evaluation of the effectiveness of the Board of Directors in FY2024]

In FY2024, for the first time, an external evaluation organization conducted an anonymous survey for all Directors, as well as individual interviews with the Directors. The survey and interviews were conducted based on the following items.

Composition of the Board of Directors
Operation of the Board of Directors
Discussions by the Board of Directors
Monitoring function of the Board of Directors
Performance of outside Directors
Support system for Directors
Dialogue with shareholders
Own efforts
Operation of the Nomination Committee and the Compensation Committee
Summary

The results of the analysis were shared at a Board of Directors meeting held in April 2025 to evaluate overall effectiveness and discuss policies and measures, particularly regarding the composition of the Board of Directors, to further improve effectiveness.

[Conclusion]

It was determined that the overall effectiveness of the Board of Directors is sufficiently ensured.

[Reasons for the conclusion and evaluation]

The overall average score for the survey questions was 4.3 (out of 5), which was equal to or higher than the average score of other companies* for all items, indicating that the Board of Directors is generally functioning effectively.
The score for the summary question “In general, does the board of directors function effectively?" was high at 4.6 (out of 5), confirming that each Director evaluated the Board of Directors as functioning effectively.
As a result of interviews with each Director, it was confirmed that many provided positive feedback on the following topics: composition of the Board of Directors, operation of the Board of Directors, monitoring function of the Board of Directors, support system for Directors, dialogue with shareholders, and the effectiveness of the Nomination Committee and the Compensation Committee.

[Initiatives to raise the effectiveness]

The Board of Directors discussed and shared its recognition of issues and future approach regarding the following areas with room for further improvement. Through these initiatives, the Board of Directors will strive to further improve its effectiveness.

Role and composition of the Board of Directors Reconfirm the role of the Board of Directors and the responsibilities of outside Directors as stated in the Company’s Corporate Governance Guidelines, and hold ongoing discussions and take appropriate measures regarding the composition of the Board of Directors to ensure that the Board of Directors appropriately fulfills its functions in light of the Company’s corporate strategies.
Operation of and discussions by the Board of Directors, Nomination Committee, and Compensation Committee Further streamline the agenda items, improve the conciseness of materials, ensure proceedings are appropriate to the agenda, and promote substantive discussions and remarks.
Support system for Directors
Further establish opportunities for members of top management to report on business progress, create opportunities for communication, and strengthen oversight by outside Directors.
Dialogue with shareholders Continue to promote further information sharing with Directors about the content of dialogue with shareholders and deepen discussions on the role of disclosure and dialogue with shareholders.

* Average score of other companies that contact the third-party evaluation organization to conduct evaluation

Please refer to the “Corporate Governance Report” for more detail about our corporate governance.

Corporate Governance Report [July 11, 2025] （909KB）