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Corporate Governance

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Otsuka Holdings Co., Ltd. (“the Company”) is committed to promoting sustainable increase of its corporate value over the medium to long term by realizing its corporate philosophy, “Otsuka-people creating new products for better health worldwide.” To meet this commitment, it adopts a basic policy of making transparent, fair and timely decisions, and fulfilling its corporate social responsibility by living up to the expectations of all stakeholders, including customers, business partners, employees, local communities, and shareholders, through ongoing dialogue.

Initiatives to Strengthen Corporate Governance

2008
  • Establishment of Otsuka Holdings
  • Term of directors set at one year
  • Decision not to adopt a directors' retirement benefits system
  • Corporate officer system adopted
  • Two outside Audit & Supervisory Board members
2010
  • Three outside Audit & Supervisory Board members
  • Stock options as performance-linked remuneration introduced
  • Stock publicly listed in December
2011
  • First Medium-Term Management Plan announced
2013
  • Two outside directors; three outside Audit & Supervisory Board members
2014
  • Second Medium-Term Management Plan announced
  • Three outside directors; two outside Audit & Supervisory Board members
  • Otsuka Group Global Code of Business Ethics established
  • Otsuka Group Global Anti-Corruption Policy established
2015
  • Corporate Governance Guidelines established
  • Internal whistleblowing system (for Otsuka Holdings and major group companies) established, with reporting to an independent body outside the Company
2016
  • Three outside directors; three outside Audit & Supervisory Board members
  • Effectiveness of Board of Directors evaluated
  • System for granting stock options conditional on progress with the medium-term management plan introduced
2017
  • Corporate Governance Guidelines revised
  • Corporate Governance Committee established
  • Started to evaluate the effectiveness of the Board of Directors based on questionnaires completed by all directors and Audit & Supervisory Board members
  • Started to hold reporting meetings for outside directors and outside Audit & Supervisory Board members to improve their understanding of the group's management and business
2018
  • Two female directors
  • Corporate Governance Guidelines revised
2019
  • Third Medium-Term Management Plan announced
  • Restricted stock-based compensation plan introduced
2020
  • Four outside directors; three female directors
  • Otsuka Group Global Conflict of Interest Policy established
2021
  • Corporate Governance Guidelines revised
  • Otsuka Group Global Anti-Fraud Policy formulated
  • Accounting auditors changed
2022
  • Proportion of independent outside directors increased to more than one third
  • Otsuka Group Global Speak-Up Policy established
  • Otsuka Group Global ERM Policy established
  • Otsuka Group Global ERM Implementation Guidelines established
2023
  • Nominating and Compensation Committee established
  • Corporate Governance Guidelines revised
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