Astellas Pharma Inc. ("Astellas"; headquarters: Tokyo; President and CEO: Toichi Takenaka) has today announced that in order to further strengthen corporate governance of Astellas, the Board of Directors of the Company has nominated three candidates of outside directors and one candidate of an outside corporate auditor . The selections are subject to the approval of the ordinary general meeting of shareholders of the Company, which is planned on June 27, 2006. The names of candidates are listed below.
While the Board of Directors currently consists of nine members, (six internal directors and three outside directors), it will consist of four internal directors and five outside directors after the approval by the ordinary meeting of shareholders. The composition of the Board of Corporate Auditors will remain unchanged with two internal corporate auditors and two outside corporate auditors.
Astellas, since its inception of April 2005, is aiming at maximizing shareholders' value, improving business transparency and accountability and is also very keen on corporate governance. Astellas has introduced the Corporate Officer system thereby clearly separating the function and roles of the Board of Directors and the Corporate Officers. The Board of Directors decides key issues related to group strategy and policy as well as directs business operations, while the Corporate Officers manage operations in line with these strategies and policies. Further, three outside directors give the Board wider perspective and input to the decision and direction by the Board.
Astellas has now firm business infrastructure as a R&D driven global pharmaceutical company originated in Japan. As separately announced today, Mr. Masafumi Nogimori, Executive Vice President, is scheduled to be promoted to President and CEO taking effect on June 27, 2006. After then, Astellas, under the leadership of Mr. Nogimori, will be strongly implementing growth strategies as a global pharmaceutical company. By further strengthening the corporate governance system at the same time, Astellas will be meeting expectations from stakeholders and be achieving sustainable growth of enterprise value.
Astellas believes the candidates of outside directors and an outside corporate auditor will contribute to strengthening of corporate governance of Astellas with their broad experience, high expertise and knowledge in their respective background of academia, finance and business.
[List of Candidates of Outside Directors and Outside Corporate Auditor]
| Outside Director | Koji Furukawa (Supreme Advisor of Mitsubishi Corporation) |
| Outside Director | Ken-ichi Arai (Professor Emeritus at The University of Tokyo) |
| Outside Director | Takako Ebata (Project Associate Professor at The University of Tokyo) |
| Outside Corporate Auditor | Kiyomi Saito (CEO of JBond Securities Co., Ltd.) |
[Directors and An Auditor to be retired]
| Director | Koichi Sejima |
| Director | Toshio Saba |
| Outside Director | Akiro Kojima |
| Outside Corporate Auditor | Kanji Kobayashi |
[The Board of Directors and the Board of Auditors after June 27, 2006]
Member of the Board
Hatsuo Aoki (Representative Director and Co-Chairman)
Toichi Takenaka (Representative Director and Co-Chairman)
Masafumi Nogimori (Representative Director, President and CEO)
Toshinari Tamura (Representative Director, Executive Vice President and CSO)
Makoto Matsuo (Outside Director)
Takashi Yamane (Outside Director)
Koji Furukawa (Outside Director)
Ken-ichi Arai (Outside Director)
Takako Ebata (Outside Director)
Corporate Auditors
Kenichiro Saito (Corporate Auditor)
Masaya Ishii (Corporate Auditor)
Hideo Yamada (Outside Corporate Auditor )
Kiyomi Saito (Outside Corporate Auditor )
