GovernanceBoard of Directors
Skills Matrix
We have identified seven specific skills required for the Board of Directors based on our corporate philosophy and sustainability key policy, considering our relationships with stakeholders and material issues. We ensure that these skills are balanced across the directors. This policy has been approved by the Nomination, Remuneration and Other Governance Committee.
| Name | Sex | External executive | Nationality | Expertise and experience | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Corporate management | Healthcare | Global | Medical and Pharmaceutical Sciences | Finance, Accounting, and Taxation | Legal and Risk Management | Sustainability / ESG | ||||
| Other than Audit & Supervisory Committee Members | ||||||||||
| Mitsuo Sawai | Male | Japan | ○ | ○ | ||||||
| Shoji Yokota | Male | Japan | ○ | ○ | ○ | ○ | ||||
| Masatoshi Ohara | Male | ◆ | Japan | ○ | ○ | ○ | ||||
| Masayuki Mitsuka | Male | ◆ | Japan | ○ | ○ | ○ | ○ | |||
| Yasuko Aitoku | Female | ◆ | Japan | ○ | ○ | ○ | ○ | |||
| Audit & Supervisory Committee Member | ||||||||||
| Tadao Tsubokura | Male | Japan | ○ | ○ | ||||||
| Etsuko Taniguchi | Female | ◆ | Japan | ○ | ||||||
| Yukiyo Nose | Female | ◆ | U.S. | ○ | ○ | ○ | ○ | ○ | ○ | |
Reasons why we consider it important.
| Corporate management | Experience in decision-making based on the corporate philosophy and assuming management responsibility is essential for management decisions that lead to the sustainable growth of the Group. |
|---|---|
| Healthcare | Broad knowledge and experience in healthcare fields are important for expanding our core business, including new businesses as well as pharmaceuticals, and for enhancing corporate value. |
| Global | A deep understanding of global markets and regulations is important for business operations, including international supply chains. |
| Medical and Pharmaceutical Sciences | As a comprehensive healthcare company, expertise in medical and pharmaceutical sciences is crucial for creating value in overall management, including quality improvement, by identifying the needs of healthcare professionals and patients. |
| Finance, Accounting, and Taxation | Sound knowledge in finance, accounting and taxation is important to accurately assess company value, improve capital efficiency and ensure proper tax payments. |
| Legal and Risk Management | Strong legal and risk management capabilities are essential to identify and judge rules and assess risks in order to maximize corporate value through optimal decision-making. |
| Sustainability / ESG | ESG perspectives are indispensable for both the Group's sustainable growth and its ability to address social issues. |
Improving the operation of the Board of Directors
The Board of Directors deliberates important matters at the Group Investment Committee and the Group Strategy Council before referring them to the Board of Directors, in order to ensure that in-depth discussions focus on the most important points. In addition, based on “the Regulations on Affiliated Company Management”, the Board of Directors is informed of the important management status of Group companies, and delegates authority to Group companies to make decisions on matters within certain criteria, thereby achieving a balance between supervision of Group companies and speedy decision-making.
| Key questions and comments from external directors at the 2023 Board of Directors meeting |
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Corporate Officer Remuneration System
Remuneration plan for Directors (excluding Directors who are members of the Audit & Supervisory Committee and Outside Directors) consists of a base remuneration (fixed), bonuses (performance-based), and restricted stock remuneration as a medium- to long-term incentive.
Restricted stock remuneration consists of two types:
- Service-continuation-type restricted stock awards, which are granted in advance in accordance with predetermined rules based on position and other factors.
- Performance-based restricted stock awards, which are granted retrospectively based on the achievement of the Company’s medium- to long-term corporate value enhancement targets.
Restricted stock remuneration is granted based on position, years of service and performance, in accordance with separately established internal regulations, with the aim of granting at least 10% of the total remuneration amount.
The ratio of basic remuneration to performance-linked remuneration shall be approximately 3:1.
The maximum amount of remuneration for directors (excluding directors who are members of the Audit & Supervisory Committee) is set at 620 million yen per year (of which one hundred million yen is for outside directors).
This was decided by the Board of Directors after deliberations and reports by the Company's Nomination, Remuneration and Other Governance Committee, and was then resolved at the 4th Annual General Meeting of Shareholders on 25 June 2025.
The specific amount and timing of payment to each director (excluding outside directors and directors who are members of the Audit Committee) will be determined by resolution of the Board of Directors after deliberation and report by the Nomination, Remuneration and other Governance Committee. The amount of remuneration for directors does not include the employee portion of salaries for directors who are also employees.
The Company has a policy for determining the content of remuneration for individual directors, and this is in line with that policy.
The total amount of monetary remuneration claims paid as continuing service-type restricted stock awards is set at up to fifty million yen per year, and the total amount of monetary remuneration claims paid as performance-based-type restricted stock units is set at up to one hundred million yen per year.
In addition, the maximum amount of remuneration for directors who are members of the Audit & Supervisory Committee is set at up to one hundred million yen per year. The specific amounts and timing of payments for each member of the Audit & Supervisory Committee will be determined through consultation among the members of the Audit & Supervisory Committee.
Distribution of remuneration for Directors and Audit & Supervisory Board Members (A & SB Members)
| Classification | Total remuneration (Millions of yen) |
Total remuneration by category (Millions of yen) |
Number of eligible persons |
||
|---|---|---|---|---|---|
| Fixed salary | Performance-linked remuneration |
Stock options |
|||
| Directors (not including External Directors) |
98 | 57 | 20 | 21 | 2 |
| A & SB Members (not including External A & SB Members) |
18 | 18 | - | - | 1 |
| External Directors and A & SB Members | 45 | 45 | - | - | 5 |
Training policy for Directors and Audit & Supervisory Board members
We will proactively provide directors and Audit & Supervisory Committee members with a wide range of information, including updates on the Company’s business operations and financial status, to enable them to effectively fulfill their roles and responsibilities. In addition, we will offer information on relevant industry systems and governance frameworks, as well as training opportunities and other resources, as necessary.
Support system for Outside Directors (excluding directors who are members of the Audit & Supervisory Committee)
When outside directors (excluding those who are members of the Audit & Supervisory Committee) incur expenses such as investigation costs while performing their duties, we recognize their right to claim reimbursement for such expenses within reasonable limits. In addition, to enable outside directors (excluding directors who are members of the Audit & Supervisory Committee) to fully focus on their responsibilities, members of the Group General Affairs Department provide administrative support, thereby facilitating information sharing and strengthening the supervisory functions of outside directors.
Support system for outside directors who are members of the Audit & Supervisory Committee
The full-time director serving as a member of the Audit & Supervisory Committee acts as a liaison among the Audit & Supervisory Committee, the Board of Directors, and the accounting auditor. This director also receives reports from relevant internal departments and communicates necessary information to those departments, thereby establishing a framework that enables outside directors who are members of the Audit & Supervisory Committee to efficiently fulfill their audit responsibilities. In addition, the full-time Audit & Supervisory Committee member consolidates opinions and reports from each outside director serving on the committee, prepares agenda items for committee meetings, and implements measures to ensure the smooth operation of the Audit & Supervisory Committee. Should outside directors who are members of the Audit & Supervisory Committee require expenses such as investigation costs for audit activities, we recognize their right to claim such expenses within reasonable limits. To further support these outside directors in focusing on their audit duties, members of the Group Internal Inspection Office provide administrative assistance, thereby facilitating information sharing and strengthening the supervisory and audit functions of outside directors who are members of the Audit & Supervisory Committee. In these cases, assistants operate independently from the direction, orders, and supervision of directors, and perform their duties under the supervision of either the outside directors (excluding Audit & Supervisory Committee members) or the outside directors who are members of the Audit & Supervisory Committee, as appropriate.
Independence Standards for Outside Directors / Audit & Supervisory Committee members
Reasons for Appointment of Outside directors
| Name | Designation as Independent director | Reasons of Appointment |
|---|---|---|
| Masatoshi OharaAttended Meetings (FY2024) Board of Directors: 11/14 (78.6%) |
Applicable |
Except for his service as an outside director of SAWAI PHARMACEUTICAL, Mr. Masatoshi Ohara is not, and has never been, an officer or employee of the Sawai Group, a major shareholder or investor, a major business partner, a consultant, an accounting expert or a legal expert who receives a large amount of money or other assets, nor is he from any of them, nor is he a close relative of any of them, and is not thought to pose a risk of conflict of interest. In addition, he has a wide range of legal knowledge through his activities as an attorney and has experience as an outside director of other companies. Therefore, we believe that he can be expected to provide useful advice and judgment from an independent standpoint, which will strengthen the supervisory function of the Board of Directors and improve transparency. In consideration of the above, he has been appointed as an outside director and Independent Officer. |
| Masayuki MitsukaAttended Meetings (FY2024) Board of Directors: 14/14 (100%) |
Applicable |
Mr. Masayuki Mitsuka is not, and has never been, an officer or employee of the Sawai Group, a major shareholder or investor, a major business partner, a consultant, an accounting expert or a legal expert who receives a large amount of money or other assets, nor is he from any of them, nor is he a close relative of any of them, and is not thought to pose a risk of conflict of interest. In addition, as a former top executive of a leading manufacturer and distributor of ethical pharmaceuticals in Japan, he has a wealth of expertise and experience. Therefore, we believe that he can be expected to provide useful advice and judgment from an independent standpoint, which will strengthen the supervisory function of the Board of Directors and improve its transparency. In consideration of the above, he has been appointed as an outside director and Independent Officer. |
| Yasuko AitokuAttended Meetings (FY2024) Board of Directors: -/- times (elected June 2025) |
Applicable |
Ms. Yasuko Aitoku has never been, nor is she currently, an officer or employee of the Sawai Group, a major shareholder or investor, a major business partner, a consultant, an accounting expert, or a legal expert who receives a large amount of money or other assets, nor is she from any of them, nor is she a close relative of any of them, and is not thought to pose a risk of conflict of interest. She has extensive expertise in medicine and pharmacology, along with experience in the corporate management of pharmaceutical businesses. We believe her independent perspective will enable her to offer valuable advice and sound judgment, thereby enhancing the Board of Directors oversight function and improving overall transparency. Based on the above, she has been appointed as an outside director and Independent Officer. |
| Etsuko TaniguchiAttended Meetings (FY2024) Board of Directors: -/- times (elected June 2025) |
Applicable |
Ms. Etsuko Taniguchi has never been, nor is she currently, an officer or employee of Sawai Group, a major shareholder or investor, a major business partner, a consultant, an accounting expert, or a legal expert who receives a large amount of money or other assets, nor is she from any of them, nor is she a close relative of any of them, and is not thought to pose a risk of conflict of interest. In addition, she has experience and extensive knowledge as an accounting and tax specialist, and is expected to provide valuable advice and objective, independent auditing of the Company’s management decisions and execution, thereby strengthening the Board’s supervisory function and improving transparency. While she has not been directly involved in corporate management beyond her roles as an outside director or auditor, we believe she is qualified to fulfill the responsibilities of an outside director based on the reasons outlined above. Based on the above, she has been appointed as an outside director and independent officer. |
| Yukiyo NoseAttended Meetings (FY2024) Board of Directors: -/- times (elected June 2025) |
Applicable |
Ms. Yukiyo Nose (Japanese American) has never been, nor is she currently, an officer or employee of Sawai Group, a major shareholder or investor, a major business partner, a consultant, an accounting expert, or a legal expert who receives a large amount of money or other assets, nor is she from any of them, nor is she a close relative of any of them, and is not thought to pose a risk of conflict of interest. In addition, she has a wealth of knowledge gained from many years of experience in a wide range of fields, including corporate management, medical and pharmaceutical sciences, and ESG. She is expected to provide valuable advice and auditing from an independent and global perspective, thereby strengthening the Board’s supervisory function and enhancing transparency. Based on the above, she has been appointed as an outside director and independent director. |
Evaluation of the effectiveness of the Board of Directors
It is the Company’s policy to analyze and evaluate the effectiveness of the Board of Directors once a year and make improvements as necessary. Below is a summary of the results of the evaluation of the effectiveness of the Board of Directors in fiscal 2024.
Evaluation method
We adopted a self-evaluation method for directors and Audit & Supervisory Board members based on a questionnaire survey prepared by a third-party organization.
- The third-party organization administered self-evaluation by anonymous questionnaires
- The third-party organization collected the questionnaires and analyzed the results
- The Board of Directors verified and discussed the results based on the report received from the third-party organization
Evaluation items
The evaluation items comprised a total of 40 questions in 11 categories, including 31 questions in the form of an evaluation on a scale of one to five and nine questions in the form of a free description of opinions on the evaluations and improvements for each theme.
- Composition of the Board of Directors
- Operation of the Board of Directors
- Discussion of the Board of Directors
- Monitoring function of the Board of Directors (including issues derived from the results of the previous effectiveness evaluation)
- Performance of inside directors
- Performance of outside directors
- Support system for directors and the Audit & Supervisory Board members (including training)
- Dialogue with shareholders (investors)
- Directors’ own efforts
- Operation of the Nomination, Remuneration and Other Governance Committee
- Summary
Main opinions
The main opinions raised were as follows.
- The presence of an outside director with top management experience in the pharmaceutical industry enhances the Board's capacity for meaningful management discussions
- The ratio of internal to outside directors is considered appropriate.
- The Company provides timely updates on each issue in the mid-term plan, including those related to quality improvement.
- The Board benefits from a multifaceted monitoring structure, with outside directors possessing expertise in medicine, management, and law.
- We believe that the support system for the Board of Directors has been steadily enhanced over the years.
- Discussions around human capital development, specifically CEO and executive succession planning, remain insufficient.
- The internal human resource development system is still being refined to keep pace with rapid workforce expansion, posing challenges in succession planning. However, it is expected that robust and open discussions will help shape the way forward.
- In some cases, the link between the mid-term plan and overall management policy is not clearly articulated.
- While reports from each division offer sufficient information to grasp the company’s overall operations, there is a desire for more insight into future challenges and risks, along with better-structured and more in-depth analysis.
- We believe that decisions made by the Board of Directors are most effective when they are communicated to the operational frontlines, with appropriate context and circumstances considered. However, we recognize that there are currently areas where this process remains insufficient.
- The Board is encouraged to communicate new business initiatives at an early stage and ensure it gathers ample information and stakeholder input.
- Group-wide monitoring should be further reinforced.
- As the number of subsidiaries and affiliates continues to grow and business operations expand, it will be increasingly important to strengthen the audit framework and enhance collaboration with the internal audit department.
Evaluation results
Based on the evaluation conducted by a third-party organization and reviewed at the Board of Directors meeting held on April 25, 2025, the Board was assessed as generally effective overall, while acknowledging that there are areas requiring further improvement.
Challenges and directions for further improvement in effectiveness
To further enhance the Board's effectiveness in fiscal 2025, the following priority areas have been identified based on the latest evaluation:
- Succession planning, ensuring diversity, developing core talent, and enhancing the internal environment.
- Following up on and monitoring progress with respect to the management plan and key resolutions.
- Deepening discussions and enhancing information sharing related to sustainable growth and the creation of corporate value.
Policy and Process for Appointing Executive Officers, Candidates for Directors
The Board of Directors’ policy for appointing senior management responsible for the sustainable growth of our company and the enhancement of corporate value over the medium to long term, as well as for nominating candidates for the Board, is to fully respect the advice and recommendations of the Nomination, Remuneration and Other Governance Committee. The Board considers the overall size, balance, and diversity of the Board, and determines nominees based on a comprehensive assessment of their experience, expertise, business performance, insight, character, and other factors appropriate to the duties of the Board. The procedures for these decisions are stipulated in the “Regulations of the Board of Directors” and the “Regulations of the Nomination, Remuneration and Other Governance Committee.”
Executive officers are appointed by the Board of Directors after deliberation by the Nomination, Remuneration and Other Governance Committee, from among persons who have a record of consistent high performance in management positions, the experience and expertise required for the responsibilities of their positions, and the integrity of character and the high degree of insight and dignity appropriate for senior management positions.
The policy for nominating candidates for Directors who are members of the Audit & Supervisory Committee is determined in accordance with the “Code of Audit & Supervisory Committee Auditing and Supervising Standards” including ensuring independence from the executive management and maintaining a fair and unbiased attitude. The procedures for such nominations are set forth in the “Regulations of the Audit & Supervisory Committee.”
The policy for dismissing senior management, including directors, is also determined with full respect for the advice and recommendations of the Nomination, Remuneration and Other Governance Committee, and with comprehensive consideration of the following:
- When a member of management no longer meets the requirements for appointment
- In the event of violations of laws, regulations, the Articles of Incorporation, or other acts that damage the Company s credibility
- Inability to perform duties due to mental or physical incapacity or other health reasons
- In the event that he or she violates the duty of care of a good manager and causes significant loss to the Company.
These procedures are also stipulated in the relevant regulations.
Succession Planning for the CEO and other executives
The Nomination, Remuneration and other Governance Committee has already discussed and prepared an outline of the overall succession plan for the CEO and other key positions. In fiscal 2024, the Committee began specific discussions on succession planning, including for senior management other than the CEO. Going forward, we plan to formulate a more concrete plan, including specific selection criteria for successor candidates and a training plan, and will report to the Board of Directors for deliberation and approval prior to implementation.
Policy for Cross-Shareholdings, and Voting Guideline
To achieve sustainable growth and enhance corporate value over the medium to long term, the Sawai Group may hold listed shares as deemed necessary as part of its management strategy, but, in principle, does not hold shares for the purpose of pure investment. We also view Cross-shareholdings as a potentially effective means of forming strategic alliances. When the Group holds listed stocks, the Board of Directors periodically reviews the rationale for major policy stock holdings, considering the purpose of holding, including the cost of capital. If the Board determines that a holding is not rational, it is the Group’s policy to reduce such holdings.
The Mid-Term Business Plan includes a policy to reduce Cross-shareholdings in line with the “Basic Policy on Reviewing Business Portfolio and Capital Policy,” which was approved by the Board of Directors in January 2024. During fiscal 2024, we sold three stocks (approximately 70% of the book value of the stocks) as part of a review of our cross-shareholdings, and we also sold one stock in April 2025.
When exercising voting rights, we do not apply uniform standards, as the content and background of each proposal differ. We exercise voting rights appropriately after considering whether each proposal contributes to the sustainable growth of the Group and the enhancement of corporate value over the medium to long term, deepening our understanding of the management policies and proposals of the relevant company through dialogue.