Corporate Governance

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

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:

  1. Ensuring transparency, appropriateness and agility of management; and
  2. 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.

Jump to:

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 June 2026, each Committee comprises 3 members (3 males), 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

corporate governance structure
corporate governance structure

Board of Directors

Board of Directors as of DATE
Board of Directors as of DATE

Audit & Supervisory Committee

Audit & Supervisory Committee as of DATE
Audit & Supervisory Committee as of DATE

Nomination Committee and Compensation Committee

Nomination Committee and Compensation Committee
Nomination Committee and Compensation Committee as of DATE

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
Skills Matrix and Composition of Advisory Committees

Specific matters considered by the Board of Directors during the business year ended March 31, 2026

Corporate Strategy
  • Formulation of the next Corporate Strategic Plan
  • Quarterly review of the progress of the corporate strategic plan
  • Review of progress of Primary Focus strategy
  • Determination of FY2026 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

The Company conducts an annual analysis and evaluation of the effectiveness of the Board of Directors as a means of examining and improving issues to further enhance the effectiveness of the Board of Directors, and disclose a summary of the results thereof. For FY2025, as in the previous year, 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 FY2025]

In FY2025, 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.

  • Role, composition, operation of and discussions by the Board of Directors
  • Corporate strategy and management plan
  • Internal control and risk management
  • Performance of Outside Directors
  • Support system for Directors
  • Dialogue with shareholders (investors)
  • Individual initiatives
  • Evaluation of the Nomination Committee and the Compensation Committee
  • Evaluation of the Audit & Supervisory Committee
  • Overall assessment

The results of the analysis were shared at a Board of Directors meeting held in April 2026 to evaluate overall effectiveness and discuss policies and measures 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 questionnaire score was 4.5 (out of 5.0 (+0.2 points year on year), and all items were rated at or above the average score of peer companies*, indicating that the Board is functioning effectively overall.
  • The score for the overall question, “Overall, is the Board functioning effectively?,” was 4.6 out of 5.0, confirming that Directors consider the Board to be functioning effectively.
  • Interviews with Directors also confirmed many positive views regarding the further enhancement of discussions following changes in Board composition, as well as on Board agenda items, open and constructive discussion, discussion of corporate strategy and management plans, support systems for Directors, dialogue with shareholders (investors), and the effectiveness of the Nomination and Compensation Committees.

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

[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
    The Board will continue to align Directors’ understanding of the respective roles of execution and oversight, as well as how the Board should engage in strategic discussions. It will also continue discussions on the skills and composition the Board should have in light of the next Corporate Strategic Plan (CSP2026).
  • Board Discussions and Operations
    The Board will expand and deepen discussions on substantive and strategic risks and long-term strategy, supported by improvements to the discussion environment through refinement of its operating rules and greater involvement of Outside Directors in agenda setting. It will also further promote regular and systematic follow-up on important matters
  • Nomination Committee & Compensation Committee
    The Nomination Committee will continue to enhance succession planning and expand opportunities for the Board to deepen its understanding of the next generation of management talent. In addition, Compensation Committee will continue to discuss optimal compensation levels as a global company, taking market benchmarks into account.
  • Audit & Supervisory Committee
    The Audit & Supervisory Committee will enhance organizational audit through greater use of the Internal Audit division and internal control functions.

[Status of initiatives for continuous enhancement of effectiveness]

The status of initiatives related to areas with room for improvement identified in the FY2024 evaluation of the effectiveness of the Board of Directors is as follows.

 FY2024 Evaluation and IssuesInitiatives for FY2025
Role and Composition of the Board of Directors
  • The Board will continue discussions on its role and composition and consider how to move toward the ideal role and composition.
  • Following discussions on Board composition, the Company appointed two new Outside Directors with pharmaceutical industry experience, thereby strengthening expertise in strategic discussions and the Board’s oversight function in the core business.
Operation of the
Board of Directors,
Nomination Committee, and Compensation Committee
  • The Company will further promote substantive discussion and contributions by streamlining agenda items and improving materials.
  • Operational improvements, including earlier sharing of materials and optimization of agenda items, created an environment better suited to focused discussion on strategic matters.
  • As a result, since June 2025, more than half of Board meeting time has been allocated to discussions on strategic matters, including the next medium-term management plan.
Support System for Directors
  • The Company will create opportunities for top management to report on business progress in order to further strengthen oversight by Outside Directors.
  • By utilizing the Enterprise Priority Monitoring Group (EPM), established in 2024, the Company created opportunities for top management to report directly to Outside Directors on the progress of key issues.
Dialogue with Shareholders (Investors)
  • The Board will deepen discussion on dialogue with shareholders (investors) and the approach to disclosure.
  • Feedback obtained through dialogue with shareholders (investors) was reported to the Board on multiple occasions, and the Company continuously updated its disclosure policy regarding its growth strategy, including the next medium-term management plan. In December 2025, the Company created an opportunity for dialogue between Outside Directors and shareholders and held multiple individual meetings between Directors, including Outside Directors, and shareholders.

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

Related Documents