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.

  At the same time, we consider it is important to enhance retained earnings in order to implement R&D activities positively. We are currently at the stage of making advance investments in R&D. The current three-year Medium-Term Management Plan FY2023, which will be in its final year in 2023, promotes our business growth and management base-strengthening strategies. During this three-year period, we will work to realize the goals set forth in our Long-Term Management Plan FY2026, which will be in its final fiscal year in 2026, by actively investing R&D and building a foundation for growth.

  Meanwhile, it is also our goal to operate in a way that recognizes maintenance of financial health and capital efficiency, as specifically evidenced by the emphasis on operating income (10,000 million yen) and ROE (8%) in our current management targets.

  Furthermore, appropriate shareholder returns conscious of capital efficiency are also positioned as an important management issue so our basic policy is to return profits while taking management results and financial conditions into overall consideration.

  We are conscious that in order to achieve sustainable growth and the improvement of its medium to long-term corporate value based on the corporate philosophy in this way, it should strive for appropriate cooperation with various stakeholders including shareholders, employees, customers, business partners, creditors, and local communities. Consequently, we need a corporate governance system to promote sincere and fair corporate activities at all times, and will establish and work on the specific policy below.

 

* We define our business model as a company that derives revenues from licensing out newly developed modalities (therapies) rather than a business model for a fully integrated pharmaceutical company that completes all of its pharmaceutical R&D, manufacturing, and sales functions in-house.

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 statutory auditors 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 the Supervisory Board system, and three of our five auditors are external. We have established an Internal Audit Department comprising four personnel. We endeavor to enhance internal control through a system in which the auditors conduct audits while coordinating with the Internal Audit Department.
  Our parent company is Takara Holdings Inc., which owns 60.93% of the voting rights as of the end of September 2021. 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.

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

We evaluate the effectiveness of the board of directors by focusing on its operational aspects.

 The overview of the evaluation results for FY2021 is as follows.

 

“Summary of Effectiveness Evaluation Results of the Board of Directors” [Japanese Text Only]