We will pursue sustainable growth and enhancement of our corporate value in the medium-to long-term by fulfilling our social responsibility as a corporation, and by meeting the expectations of our various stakeholders, including our shareholders. 

In corporate governance, we are building an optimal corporate governance system with the goal of maintaining a state in appropriately toward sustainable growth and medium-term increase in corporate value. 

In compliance, in order to realize our corporate philosophy, each officer and employee thoroughly implements actions based on the "Compliance Action Guidelines" and strengthens the compliance promotion system for the entire group including overseas.

Fundamental Views on Corporate Governance

Guided by Takara Bio’s corporate philosophy of “Contributing to the health of humankind through the development of revolutionary biotechnologies such as gene therapy,” we are promoting the development of platform technologies for biologics through the core businesses of Reagents and Instruments and CDMO business, and aiming to become a biologics development company that continuously creates new modalities. Going forward, we will continue to create new value through proactive business activities, achieve sustainable growth, and contribute to society.

 

 

 

We are conducting corporate governance to achieve corporate social responsibility

Yoh Hamaoka, Director

 

I believe that we need to work to collaborate appropriately with stakeholders and establish a strong corporate governance system to achieve sustainable growth and increase our medium- to long-term corporate value, with Takara Bio’s corporate philosophy as our guide.
Our compliance activities consist of implementation system optimization, employee education, proper employment of internal communication channels, risk management (everyday risk management), and crisis management (risk management in times of emergency).
We see protecting the rights of minority shareholders as particularly important considering that Takara Bio is a publicly listed parent/subsidiary pair with Takara Holdings. We will strive to maintain and achieve fairness and transparency based on internal regulations in our dealings with Takara Holdings and other group companies, and are working to build a governance system.

 

Corporate Governance Structure

Our system is set up so that directors make decisions in an agile manner with a clear sense of ownership and speed and supervise execution of business, while our external directors, who are highly independent experts experienced in and knowledgeable about the company’s business, partner with the Audit & Supervisory Board to audit and supervise execution of business.

Director and Board of Directors

The Board of Directors of Takara Bio is composed of nine individuals, of whom three are external directors. In addition, in order to rapidly respond to the management environment and to clarify the management responsibilities of a director, the term of office of a director has been set to one year.

Audit & Supervisory Board

The Audit & Supervisory Board of Takara Bio is composed of five individuals, of whom three are external auditors. The auditors and Audit & Supervisory Board of Takara Bio are to make appropriate decisions from an independent and objective standpoint regarding their role and the performance of their duties. In addition, the auditors must attend meetings of the Board of Directors and various important management meetings as well as conduct appropriate financial and operational audits via an exchange of opinions, etc., between management and the internal auditing department, etc., and they must also make a variety of proposals to management when they are determined to be needed.

Governance-related information—Number of external directors and external Audit & Supervisory Board members

FY2019 FY2020 FY2021
Directors total 8 9 9
Internal directors 6 6 6
External directors 2 3 3
Ratio of external directors (%) 25% 33% 33%
Audit & Supervisory
Board members
total 5 5 5
Internal Audit & Supervisory Board members 2 2 2
External Audit & Supervisory Board members 3 3 3

Special Committee

To protect the interests of minority shareholders, we have established a special committee under the Board of Directors to provide appropriate advice and recommendations. The committee is composed of three or more independent members, including External Officers, and the chairperson is to be selected from among its members, ensuring the independence of the committee. The Committee deliberates and examines matters relating to significant transactions and practices that conflict with the interests of our parent company or its subsidiaries and our minority shareholders, and advises and recommends the results to the Board of Directors.

Nominations and Compensation Committee

We established a Nominations and Compensation Committee under the Board of Directors on January 1, 2022,  with the aim on strengthening the independence, objectively and accountability on the functions of the Board of Directors. The Committee is composed of three of more members elected by a resolution of the Board of Directors, the majority of whom are External Directors, and the chairperson of which is selected after establishment of the Committee among External Directors.

Diagram of Corporate Governance Structure

Messages from External Directors

Nobuko Kawashima

Appointed June 2016/

Board of Directors meeting attendance in FY2021: 12 of 12 (100%)
 

Meeting social demands with our drug discovery business as our driving force

 

Over this past year, the global community has faced an unprecedented crisis, and now it seems like nothing can surprise us anymore. Throughout this time of crisis, Takara Bio has made major contributions to COVID-19 measures by providing its superior PCR technology, which is the company’s particular strength, to meet Japan’s needs. Due in part to this series of actions, we have seen the company name in newspapers and other media considerably more than before, and it seems that general awareness of Takara Bio is increasing. Of course, we do not intend to be swayed too much by this newfound fame. We must continue to focus our efforts on our existing drug discovery business using biotechnology to develop treatments for cancer and other diseases, and our determination to do so can be clearly observed in our board of directors and others. I believe that the clearer that driving force and our key challenges are, the better we can make strategic moves if we are forced to change course slightly.

Kazuko Kimura

Appointed June 2019/

Board of Directors meeting attendance in FY2021: 12 of 12 (100%)
 

Our responsibility as a bearer of biotechnology

 

This age of COVID-19 has brought with it greatly increased responsibility for companies that have biotechnology.
We are currently faced with a seemingly endless pandemic, and in the future humanity will continue to be threatened by yet-unknown infectious diseases. Biotechnology, which provides tests, treatments, and prevention methods, is the weapon we use to fight these diseases. Takara Bio has used its knowledge, technology, and talent cultivated over many years to meet the demands of the age, and has not only broken new ground but also pushed forward with an eye to future developments. The success of Takara Bio in the biotechnology business is in line with the UN SDGs, particularly Goal #3, “to ensure healthy lives and promote well-being for all at all ages.” I hope that we will continue to wholeheartedly anticipate future biotechnology needs and deepen the field. Once we have reliably done so, we could broaden our scope of CSR activities, for example, to use our products to provide opportunities for disadvantaged people in Japan and abroad who have not been able to reap the benefits of cutting-edge technology. I think that this would further highlight our initiatives related to the SDGs, and could further improve understanding of our company.

Noriomi Matsumura

Appointed June 2020/

Board of Directors meeting attendance in FY2021: 10 of 10 (100%)

The importance of biotechnology to humankind

 

Talking and interacting with others is a fundamental act and a source of happiness for human beings, but the pandemic turned that upside down. I work at a university hospital that treats critically ill COVID-19 patients, and am acutely aware of the importance of Takara Bio’s biotechnology in getting through the pandemic. I am also incredibly honored to assist with the management of Takara Bio as an external director during this critical time. During the pandemic, Takara Bio has been involved in developing and producing PCR reagents and developing vaccines, and has truly projected a strong presence as a company that can respond to social needs. Biotechnology is making rapid progress, and is becoming increasingly important to humankind. I would like to contribute from the perspective of a physician and medical researcher to help Takara Bio keep pace with those advances.

Reasons for the appointment of independent officers, and attendance at the Board of Directors and the Supervisory Board Meeting

Name

Reasons of Appointment

Board of Directors attendance in FY2021

Supervisory Board Meeting attendance in FY2021

External Director

Nobuko Kawashima

Ms. Kawashima has been conducting research on the themes of creative economics and corporate social responsibility for many years, and we have judged that her expertise will be utilized to strengthen our management system. In addition, as she is not a person with a potential conflict of interest with general shareholders based on the Judgment Criteria for Independence of External Directors and Auditors, she is considered to be independent. Accordingly, she has been designated as an Independent Officer.

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External Director

Kazuko Kimura

Ms. Kimura specializes in quality control in pharmaceutical distribution, eradication of low-quality drugs and counterfeit drugs, development of technology to prevent counterfeiting, and specialist training. We judged that this expert's knowledge could be utilized in our management. In addition, as she is not a person with a potential conflict of interest with general shareholders based on the Judgment Criteria for Independence of External Directors and Auditors, she is considered to be independent. Accordingly, he has been designated as an Independent Officer.

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External Director

Noriomi Matsumura

Mr. Matsumura has extensive experience and expertise in all aspects of medicine, including obstetric and gynecologic sciences, and are particularly familiar with the fields of genomic analysis of tumors, molecular targeted therapy, and immunotherapy. We believe that this expertise will be utilized in our management. In addition, as he is not a person with a potential conflict of interest with general shareholders based on the Judgment Criteria for Independence of External Directors and Auditors, he is considered to be independent. Accordingly, he has been designated as an Independent Officer.

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External Auditor

Kunihiko Kamada

Mr. Kamada possesses abundant experience and knowledge as an attorney-at-law. He is expected to apply his expert knowledge to the management of us and express his opinions at the Board of Directors meetings and the Board of Auditors from an independent and objective standpoint, thereby ensuring effective management oversight. In addition, as he is not a person with a potential conflict of interest with general shareholders based on the Judgment Criteria for Independence of External Directors and Auditors, he is considered to be independent. Accordingly, he has been designated as an Independent Officer.

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External Auditor

Yasuo Himeiwa

Mr. Himeiwa possesses abundant experience and knowledge in subjects including financial affairs and accounting as a certified public accountant. He is expected to apply his expert knowledge to the management of us and express his opinions as to management transparency and objectivity. In addition, as he is not a person with a potential conflict of interest with general shareholders based on the Judgment Criteria for Independence of External Directors and Auditors, he is considered to be independent. Accordingly, he has been designated as an Independent Officer.

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External Auditor

Masaaki Makikawa

Mr. Makikawa engages in research operation of the government projects and a number of contracted research and academic-industry collaborative research in the field of medical engineering and biomedical engineering. He is expected to apply his expert knowledge to the management of us. In addition, as he is not a person with a potential conflict of interest with general shareholders based on the Judgment Criteria for Independence of External Directors and Auditors, he is considered to be independent. Accordingly, he has been designated as an Independent Officer.

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Officer compensation

Officer compensation is determined by the President with authorization of the Board of Directors based on performance evaluation methods approved by the Board of Directors, within the range of the amount for each approved by the general shareholders’ meeting, and with consideration to a comprehensive array of factors such as job title and contribution to company performance. Compensation for officers consists of a fixed amount of compensation plus performance-linked compensation, while compensation for external directors and external auditors consists solely of a fixed amount of compensation within the range approved by the general shareholders’ meeting.

Compensation of directors and auditors (FY2021)

Officer category Total compensation by type
(millions of yen)
Total
compensation
(millions of
yen)
Number of
officers
receiving this
compensation
Fixed
compensation
Performancelinked
compensation
Directors (excluding
external directors)
161 117 278 6
Auditors (excluding
external auditors)
30 - 30 2
External Directors 19 - 19 4※
External Auditors 20 - 20 3

*Includes one external director who resigned at the time of the 18th general shareholders’ meeting held June 23, 2020

About Our Parent Company (Takara Holdings)

As of March 31, 2021, Takara Holdings Inc. is the parent company of Takara Bio, possessing 60.93% of the voting rights. The following section describes the relationship between the two companies.
 

(1) The position of Takara Bio in Takara Holdings Inc.
Takara Bio was established as a 100% subsidiary of Takara Holdings Inc. spun off during the extraordinary general meeting of stockholders of Takara Shuzo Co., Ltd (the current Takara Holdings Inc.) on February 15, 2002, in order to maximize the value of the businesses it was engaged in: the alcoholic beverages and foods business and the bio business. Since then, via allocation of new stocks to a third party and public stock offering, Takara Holdings now owns 60.93% of Takara Bio’s voting shares. The Takara Holdings Group is made up of the holding company Takara Holdings, 60 subsidiaries, and two affiliated companies. Among those, Takara Bio is positioned as a subsidiary specializing in biotechnology, and promotes its bio business along with eight other subsidiaries.

(2) About corporate management of the Takara Holdings Inc.Takara Holdings Group has established and put into operation Group Company Management Rules from the perspective of consolidated business management. These are intended to maintain the individuality and autonomy of each of the Group companies, while maximizing corporate value for the Group as a whole. Takara Bio has also applied the same rules and is reporting the matters resolved at meetings of the Board of Directors, but these resolutions do not need prior approval, and we are operating our business independently. While there are other meeting structures in place in addition to this one, all are intended for business reporting, and none have infringed on Takara Bio’s autonomy or independence.

Promotion of compliance

Takara Bio has established its own Compliance Committee, with the President as the Chairperson in order to enhance the system for promoting compliance for the Group as a whole.

 

By responding to risk management and preventing serious non-compliance, including corruption, the entire Takara Group aims to fulfill its corporate social responsibility and improve its corporate value.

Takara Group Compliance Action Guidelines

Basic Policy

Basic Policy With the aim of realizing our corporate philosophy, which is “Contributing to the creation of a vital society and a healthy lifestyle through our fermentation technology and biotechnology in a way that achieves harmony with nature,” the Takara Group will always conduct trustworthy and fair corporate activities in accordance with our code of conduct, “what makes consumers full of life makes me full of life.”
 

(1)  We will comply with laws and regulations in Japan and overseas, fully recognize social ethics, and act with common sense and responsibility as a member of society.

(2)  We will work to lower environmental burdens, and contribute to the development of life science that values the dignity of life.

(3)  We will conduct sustainable business activities that are widely useful to society by pursuing profit through fair competition rather than pursuing profit in a manner contrary to these Action Guidelines.

(4) We will comply with employment regulations, and will not engage in any unfair or dishonest practices in violation of employment regulations.

(5) We will always draw a line between public and private matters, and will not pursue personal gain by using corporate assets, information, business authority, or position.

Compliance education

In order to enhance employees’ compliance awareness, the Takara Group issues compliance newsletters that deal with compliance-related subjects familiar to its employees and offers an e-learning course every month. As stratified training, we also provide risk compliance seminars for top management led by guest specialists, annual group training for risk compliance seminars for top management led by guest specialists, annual group training for risk compliance leaders who promote workplace compliance education for each job level, and well as training sessions for new managers, and new hire training.

Appropriate operation of the whistleblowing system

We have two Takara Group helplines in place inside and outside the Company (i.e., third-party organizations), as contacts for whistleblowers in the event that they have noticed any legal infringements or unfair practices. We operate these helplines in accordance with Japan’s Whistleblower Protection Act and the Helpline Rules in order to ensure that whistleblowers do not receive disadvantageous treatment due to the reports they have made. The Company gives full consideration to maintaining confidentiality when investigating reports and takes appropriate action based on confirmed facts.

Our Group companies in overseas locations also have their local whistleblowing hotlines and have established and operate processes that allow their local employees to directly contact the helpline in Japan for reporting and consultation through a third-party organization.

Bioethics Committee Established

Engaged in R&D business and contract business such as gene testing using human-derived tissue, cells, clinical materials, genome, gene, etc. and supply business of human tissue and cell products, Takara Bio is committed to the relevant regulation and convenes a bioethics committee to review on ethics and safety under supervisory oversight.

Implementation of Animal Testing with Consideration of Animal Walfare

Takara Bio has formulated internal Guidelines on Animal Testing and the Regulations for Implementation of Animal Testing in line with laws, ordinances, and guidelines established by relevant organizations, and make efforts to engage in strict and fair animal testing. Our animal testing facilities have been recognized for their performance of proper animal testing with scientific perspective, under voluntary control efforts and with consideration of animal welfare. The facilities have been accredited by the Japan Health Sciences Foundation’s Center for Accreditation of Laboratory Animal Care and Use.※

 

※The Human Sciences Foundation was dissolved on March 31, 2021, and the above-mentioned animal experiment facility certification project was transferred to the Japan Pharmaceutical Information Center (2-12-15, Shibuya-ku, Tokyo). This certification will continue to be effective until March 13, 2023.

 

Compliance with transparency guideline for the relation between corporate activitiesand medical institutes.

The ditails are available only in Japanese.

Management system for public research funds:

We will promote various operations and management for public research funds based on “Guidelines for Supervision and Auditing of Public Research Funds at Research Institutions” / “Guidelines for Responding to Misconduct in Research” by Ministry of Education, Culture, Sports, Science and Technology (MEXT) and other related ministries and agencies. 

Contact:

Takara Bio Inc. 
Nojihigashi 7-4-38
Kusatsu, Shiga 525-0058 Japan
E-mail: bio-grant@takara-bio.co.jp 

Risk Management

The Group carries out regular workplace inspections in normal times in order to understand and strategize for risks, and the results of those inspections are discussed at the Compliance Committee. We are also proactive in risk management, such as our revision of strategies for business continuity planning (BCP) that takes into account events such as large-scale disasters and systems that allow for executive and employee safety confirmation.

Organizational Setup for Compliance-related Activities

Takara Bio Group Sustainability Plan

Theme Measure Targets
Promotion of corporate governance Establish an optimum corporate governance structure Maintain appropriate corporate governance with the aim of achieving sustained growth and medium-term growth in corporate value.
Promotion of compliance Reinforce the compliance promotion structure Ensure that each officer and employee acts fully in accordance with the company’s Compliance Action Guidelines and promote compliance across the entire Group, including international subsidiaries, to realize our corporate philosophy.
• Distribute the Takara Group Compliance Action Guidelines, which describe how to behave in accordance with laws and social ethics, and with which every individual employee of the Takara Group should comply, in order to achieve a high level of compliance.
• Regularly hold Risk Compliance Committee meetings (generally twice a year).
• Hold training sessions for each job level to increase officer and employee awareness of compliance (generally once a year).
• Hold workplace compliance education sessions on key compliance-related topics (generally four times a year).
• Prevent illegal and inappropriate behavior, as well as recurrence of such behavior, by properly employing the internal reporting system and responding quickly and appropriately to internal reports.
Implement compliance education
Appropriately operate the whistleblowing system
Reinforcement of the risk management structure Promote risk management (normal risk management) Work to prevent risk manifestation and reduce corporate risks in Japan and abroad, and build a system for responding quickly and appropriately in times of disasters and other emergencies.
• Monitor risk management status at each subsidiary and office through workplace inspection reports, risk compliance checklists, and employee hearings, and use findings to prevent risk manifestation and reduce risk (generally once a year).
• Regularly hold emergency drills (safety confirmation training, fire prevention training, AED training, etc.) (generally once a year).
Promote crisis management (emergency risk
management)