Fundamental Views on Corporate Governance

Guided by its corporate philosophy of “contributing to the health of humankind through the development of revolutionary biotechnologies such as gene therapy,” Takara Bio will focus on two business segments that utilize its core biotechnology and encourage broader expansion: the Bioindustry Business, the basis for stable earning providing research reagents, scientific instruments, and various contracted services to life science researchers at universities and companies worldwide; the Gene Therapy Business, the segment that the Company views as the foundation for future growth developing and commercializing gene therapies for cancer, and so on. Takara Bio will contribute to society by creating new value through advances in these two business areas and by continuing to grow sustainably.
  Takara Bio believes it is necessary to retain earnings in order to proactively implement R&D in each field. Takara Bio is presently at the stage where we are making prior investments in R&D. The current three-year Takara Bio’s Medium-Term Management Plan FY2020*, which will be in its final fiscal year in 2020, is a policy which aims to strengthen Takara Bio’s two core business segments and the business base which supports these efforts, in order to enhance Takara Bio’s standing as a global enterprise and regenerative medical products company. The management plan also aims to achieve prodigious growth and therefore Takara Bio considers operating income to be the most important factor in determining the current state of business.

  On the other hand, Takara Bio has placed appropriate shareholder return with awareness of capital efficiency as an important issue for management, and is implementing a basic policy of redistributing profits while taking full consideration of business results and financial conditions.

  In this way and based on its corporate philosophy, in order to achieve sustainable growth and enhance corporate value over the medium-to-long term, Takara Bio recognizes that it should endeavor to cooperate with various stakeholders, including shareholders, employees, customers, creditors, and local communities in an appropriate manner and while recognizing that a corporate governance structure which promotes honesty and fairness throughout all its corporate activities at all times is essential, Takara Bio is working towards establishing specific policies one by one.

 

*With the aim of fulfilling "selection and concentration" in business operation and achieving the plan, functional food business and mushroom business in AgriBio Business have been transferred as of January 1 and March 1, 2019, respectively.

Corporate Governance Structure

The Board of Directors consists of nine members (including three external directors) who meet whenever necessary in addition to the regular monthly Board meetings. The Board makes decisions on important issues concerning the management of Takara Bio, its management policies, and legal matters, as well as overseeing the execution of Board member affairs. Three external directors and three external Audit & Supervisory Board members have been designated as independent directors in accordance with the rules stipulated by the Tokyo Stock Exchange (TSE), and the TSE has been notified of these designations.
Takara Bio has adopted an Audit & Supervisory Board (ASB) system, and three of our five ASB members are external. We have established an internal auditing department comprising four personnel. We endeavor to enhance internal control through a system in which the ASB members conduct audits while coordinating with the internal auditing department.
 Our parent company is Takara Holdings Inc., which owns 60.92% of the voting rights as of the end of March 2019. Takara Holdings’ policy in managing its group companies is to seek to maximize the corporate value of the whole Takara Group while enabling each and every member corporation of the Takara Group to maintain its uniqueness and independence. Since our biotechnology business requires highly advanced expertise and quick decision making, we are especially unique and independent in the Takara Group. While we report the decisions made at our Board meetings and other issues to the parent company, no prior approval is required in order to execute our decisions.

Corporate Governance System

Corporate Governance Report

Tthe following "Corporate Governance Report" has been submitted to the Tokyo Stock Exchange.