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

FY2021 FY2022 FY2023
Directors total 9 9 9
Internal directors 6 6 6
External directors 3 3 3
Ratio of external directors (%) 33% 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

Director and Audit & Supervisory Board members skill matrix

Messages from External Directors

Nobuko Kawashima

Appointed June 2016/

Board of Directors meeting attendance in FY2023: 12 of 12 (100%)

Expectations of the New Medium-Term Management Plan

 The COVID-19 pandemic, an unprecedented crisis affecting the entirety of global society, is showing signs of ending, and we are almost back to normal. Throughout this time, Takara Bio has made major contributions to COVID-19 measures by providing its superior PCR testing technology, which is the company’s particular strength, to meet Japan’s needs. I feel that here we must return to basics and continue to focus our efforts on our existing Gene therapy business using biotechnology to develop treatments for cancer and other diseases.
 The Group’s direction has been further clarified by the development of the New Medium-Term Management Plan. In conjunction with the Long-Term Management Plan, I believe that the Company will continue its efforts not only to improve corporate performance but also to realize a sustainable society.

Kazuko Kimura

Appointed June 2019/

Board of Directors meeting attendance in FY2023: 12 of 12 (100%)

Business growth as a life science company

 The time has come for Takara Bio to make another leap forward under Japan’s Bioeconomy Strategy, which seeks to realize the world’s most advanced bioeconomy society by 2030. However, this will not be merely an extension of what we have done until now. We are in the midst of the fourth industrial revolution, and the use of DX, AI, and even generative AI will determine the success or failure of any business. AI-driven biologics development is also becoming more prevalent in pharmaceutical development, and the time and cost of new drug development are being drastically reduced. Breakthrough new drugs may emerge one after another at pace that we could never have foreseen. Takara Bio’s manufacturing of medical technology products related to regenerative, cell and gene therapy, as well as cells and vectors, must also keep up with that pace. To this end, we need to switch to a mode of operation that suits the new era, including building analytical systems that befit the Company for the analysis of the vast amounts of data we have accumulated, including research papers, clinical trials and patents, and the appropriate use of generative AI. Education and recruitment of human resources are also needed. The times have changed quite suddenly.
 In keeping with that change, we must respond to social demands while keeping current challenges in mind, such as precision medicine, rare diseases, a declining birthrate and an aging society, emerging and re-emerging infectious diseases, and planet health.
Investors are certain to welcome the positive attitude toward DX, AI and generative AI, as well as the superiority of our life science technology, that are demonstrated in the New Medium-Term Management Plan.

Noriomi Matsumura

Appointed June 2020/

Board of Directors meeting attendance in FY2023: 12 of 12 (100%)

Aiming to make a leap in the post-COVID world

 The impact of the COVID-19 pandemic on social life has finally faded, and daily life is returning to its pre-pandemic norms. During the unprecedented crisis of the COVID-19 pandemic, Takara Bio contributed greatly to society through the provision of high-quality PCR reagents. As this meant more direct involvement in clinical medicine, it was a major turning point for the Company, whose core business has been the sale of research reagents.
 The development of mRNA vaccines is one of the factors that enabled humanity to beat COVID-19. mRNA vaccines are expected to make significant advances in the future, including the development of vaccines against other viruses, such as influenza, and even cancer, and they are attracting attention from researchers and pharmaceutical companies all over the world. Going forward, Takara Bio will expand our CDMO business, including mRNA medicines, by leveraging the biotechnologies we have accumulated. Based on my experience as a clinical physician and medical researcher, I will strive to provide effective advice to the Company.

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


Reasons of Appointment

Board of Directors attendance in FY2023

Supervisory Board Meeting attendance in FY2023

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 (FY2023)

*Includes one external director who resigned at the time of the 20th general shareholders’ meeting held June 24, 2022

Officer category Total compensation by type
(millions of yen)
(millions of
Number of
receiving this
retirement benefits
Directors (excluding
external directors)
117 133 5 257 7
Audit & Supervisory
Board Members
(excluding external
Audit & Supervisory
Board members)
33 - - 33 2
External Directors 21 - - 21 3
External Audit &
Supervisory Board
22 - - 22 3

About Our Parent Company (Takara Holdings)

As of March 31, 2023, 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 consists of Takara Holdings, which is a pure holding company, and its 63 group companies (61 subsidiaries and two affiliates). Within the Takara Holdings Group, the Company is positioned as an operating subsidiary specializing in biotechnology, and conducts biotechnology business along with the Company’s eight group companies (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.

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. 


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 2026

Theme: Promoting Corporate Governance


Targets for FY2026


Establish an optimal corporate governance structure.

Maintain an appropriate level of corporate governance to achieve sustainable growth and increase corporate value over the medium to long term, and promote information disclosure.

Maintain an appropriate governance system through strict operation of rules, such as the Related-party Transaction Management rules.

Theme: Promoting Compliance

Measures Targets for FY2026 Description
Strengthening of the compliance promotion system. Hold regular meetings of the Risk Compliance Committee. Held the Risk Compliance Committee (twice a year).
Implementing Compliance Training. (1) Thorough implementation of Takara Group Compliance Action Guidelines. ・ Implementation of risk and compliance education in each workplace (annual training for new employees, mid-career recruits, workplace training by compliance leaders, e-learning, etc.).
・ Conducted annual training for all employees to prevent e-mails being sent incorrectly.
(2) Conduct training according to position to raise awareness of compliance among executives and employees (once a year). Conduct compliance education (once a year).
(3) Conduct workplace education on priority compliance themes (four times a year). Conduct workplace education on priority themes (four times a year).
Appropriate operation of the whistle-blowing system. Prevent illegal and inappropriate behavior, as well as recurrence of such behavior, by properly operating the whistle-blowing system and responding promptly and appropriately to the content of internal reports. Disseminate the whistle-blowing system through compliance education (once a year).

Theme: Strengthening the Risk Management System

Measures Targets for FY2025 Description
Promoting risk management and crisis management. (1) Work to prevent and mitigate risks in Japan and abroad, and build a system that can respond quickly and appropriately in the event of an emergency such as a disaster. ・ Monthly workplace inspections and inspection activities by the Safety and Health Committee.
・Prepare risk and compliance checklists for each workplace and update them every year.
(2) Reduction of occupational accidents. Implementation of risk assessment and safety measures for manufacturing operations.
(3) Monitoring the status of risk management at each company and business site (creating risk map) through the Workplace Inspection Report, the Risk Compliance Checklist, and interviews with employees, etc., to prevent risks from materializing and to reduce risks (once a year in principle). Creation and update of the risk map (once a year).
(4) Regularly conduct various emergency training (safety confirmation training, fire prevention training, AED use training, etc.) (in principle, once a year). ・Safety confirmation training (once a year).
・Fire prevention training (once a year).
・ AED use training (annual).
・Implementation of various other emergency trainings.