Corporate GovernanceEisai Co., Ltd.

Final Update: June 14, 2024
Eisai Co., Ltd.
Haruo Naito, Representative Corporate Officer and CEO
Contact: Sayoko Sasaki, Vice President, Corporate Communications,
Securities Code: 4523
https://www.eisai.com/
The status of Eisai’s corporate governance is described below.
I. Basic philosophy of corporate governance, capital structure, corporate profile,and other basic information
1. Basic philosophy
Eisai has adopted the following Corporate Philosophy and incorporated it into theCompany’s Articles of Incorporation as a commitment to our stakeholders, beginningwith our shareholders.
(Corporate Concept)
Article 2.
(1) The Company’s Corporate Concept is to give first thought to patients and the people
in the daily living domain, and to increase the benefits that health care provides tothem. Under this Concept, the Company endeavors to become a human health care(hhc) company.
(2) The Company seeks to effectively achieve social good in the form of relieving
anxiety over health and reducing health disparities as an innovative Japanesecompany.
(3) The Company’s mission is to increase the satisfaction of patients and the people inthe daily living domain, and to empower them to realize their fullest life throughan hhc ecosystem developed through collaboration with other industries and groups.
The Company believes that revenues and earnings will be generated by first
fulfilling this mission. The Company places importance on this sequence.
(4) The Company strives to fulfill its social responsibilities by positioning compliance(i.e., the observance of legal and ethical standards) as the basis of all businessactivities.
(5) The Company’s principal stakeholders are patients and the people in the daily living
domain, shareholders, and employees. The Company endeavors to develop and1

maintain a good relationship with stakeholders and to enhance the value thereofthrough:(i) Satisfying unmet medical needs, providing information and services that
contribute to the awareness and prevention of diseases, ensuring a stable supplyof high-quality products, and providing useful information on a range of topics,
such as drug safety and effectiveness;(ii) Contributing to a sustainable society with a long-term perspective;(iii) Enhancing the common interests of shareholders, improving long-term
corporate value, providing a positive return to shareholders, and disclosing
corporate management information in a timely manner; and(iv) Ensuring stable employment, respecting human rights and diversity, providing
full opportunities for growth in support of self-fulfillment, and creating an
employee-friendly environment.
This Corporate Philosophy is shared as common knowledge among Eisai’s Japanese andoverseas Group companies (Eisai Network Companies).
While developing Eisai’s global business through their respective operations, they work
as one toward the realization of this Corporate Philosophy. To realize the corporate
Philosophy, corporate measures and policies must be executed with long-term vision.
Such implementation is made possible only with the trust of the Company’s stakeholders.
Therefore, the Company is always aiming for good corporate governance, and tocontinually enhance it.
The core of corporate governance is to ensure fair and transparent management and toenhance corporate vitality by respecting the rights of all our stakeholders and clearly
separating the supervision of management and the execution of business. The Company
will maximize the role of its Outside Directors, starting with their supervision ofmanagement and aiming at good corporate governance. In order to increase its corporate
value and to increase the common interests and long-term value of stakeholders, theCompany strives to enhance corporate governance by stipulating the following basic
points of view and code of conduct in its“Corporate Governance Principles”andimplementing these principles accordingly.
(1) Shareholder Relations
The Company shall:(i) Respect the rights of all stakeholders;(ii) Work on increasing and creating corporate value with stakeholders;(iii) Keep positive and smooth relations and develop trust with the Company’s
stakeholders through dialogue;
2

(iv) Ensure transparency by properly disclosing Company information in a timely
manner; and(v) Proactively contribute to achieving a sustainable society.
(2) Corporate Governance System(i) The Company has adopted a Company with a Nomination Committee, etc.,
System.
(ii) The Board of Directors (“the Board”) shall delegate to the Corporate Officers
broad powers of decision-making for business execution, to the extent permitted
by laws and regulations, and it shall fulfill the function of management oversight.
(iii) The majority of the Board shall be independent and neutral Outside Directors.
(iv) The Representative Corporate Officer and CEO shall be the only Director who
is concurrently a Corporate Officer.
(v) To clarify the management oversight function, the positions of the Chair of theBoard and the Representative Corporate Officer and CEO shall be separated andheld by different people.
(vi) The Nomination Committee and the Compensation Committee shall be entirelycomposed of Outside Directors, and the majority of the Audit Committee shallconsist of Outside Directors.
(vii) The Chairs of the Nomination Committee, the Audit Committee and theCompensation Committee shall be Outside Directors.
(viii) The Company shall have an hhc Governance Committee consisting solely of
Outside Directors.
(ix) The internal control system and its operation shall be enhanced to ensure thecredibility of financial reports.
Detailed information regarding Eisai’s corporate governance is available on the corporatewebsite (https://www.eisai.com/company/governance/index.html), along with theCompany’s Corporate Governance Principles*, Rules of the Board of Directors, Rules of
the Nomination Committee, Rules of the Audit Committee, and Rules of theCompensation Committee.
* From March 2021, the “Company’s Corporate Governance Guidelines” were revised
and renamed “Company’s Corporate Governance Principles”.
[The reason why the Company does not implement each principle of the Corporate
Governance Code]
The Company implements all the principles established in the Corporate GovernanceCode.
3[Disclosure based on each principle of the Corporate Governance Code] (Update)[Principle 1-3 Basic Guidelines for Capital Policy]
Aiming to improve shareholder value, the Group’s capital policy revolves around“medium- to long- term Return on Equity (ROE)* management,” “stable and sustainable
shareholder returns,” and “value-creative investment criteria,” on a foundation of
ensuring financial soundness.
* ROE (Profit ratio to equity attributable to owners of the parent) = Profit attributable toowners of the parent/ Equity attributable to owners of the parent(1) Medium- to Long-term ROE Management
The Group views ROE as an important indicator related to the creation of sustained
shareholder value. In terms of medium- to long-term ROE management, the Group aims
for an ROE that exceeds the cost of capital to create a truly positive equity spread* bycontinually improving profit margins, financial leverage, and asset turnover in themedium to long term.
* Equity spread = ROE - Cost of shareholders’ equity(2) Stable and Sustainable Shareholder Returns
The Company stipulates under its Articles of Incorporation that matters related todividends of surplus will be resolved by the Board of Directors. Based on factors such asa healthy balance sheet and comprehensive consideration of the consolidated financial
results, Dividends on Equity (DOE*), and free cash flow, as well as taking into
consideration the signaling effect, the Group implements the stable and sustainable returnof profits to its shareholders. Because DOE indicates the ratio of dividends toconsolidated net assets, the Group has positioned it as an indicator that reflects balance
sheet management and, consequently, capital policy. Acquisition of treasury stock will be
carried out appropriately after factors such as the market environment and capitalefficiency are taken into account. The Group uses the ratio of equity attributable to ownersof the parent and net debt equity ratio (Net DER) as indicators to measure a healthybalance sheet.
* DOE (Dividend on equity attributable to owners of the parent ratio) = Total amount ofdividends/ Total equity attributable to owners of the parent

4

(3) Value-Creative Investment Criteria
To ensure that strategic investments create shareholder value, the Group invests
selectively using its Value-Creative Investment Criteria based on Net Present Value andthe Internal Rate of Return spread using a risk-adjusted hurdle rate.
[Principle 1-4 Cross-shareholding]
Our fundamental policy regarding strategic shareholding is to use cross-shareholdings
only as a means of enhancing cooperation with other companies in ways that promote
an increase in corporate value. Shareholdings are kept to the minimum necessary, andthe benefits of shareholding are weighed against the corresponding risks via estimatesof Net Present Value (NPV), etc. Such verification will be carried out every year, andfrom the perspective of corporate governance, the balance of shares held will bedecreased as a general rule.
In addition, when exercising voting rights related to strategically held shares, theCompany will vote in favor of proposals it judges will contribute to an increase in thevalue of shares held by the Company, and vote against proposals it judges will damage
the value. In cases where companies holding strategically held Company stock(strategically holding shareholders) express an intention to sell, etc., said Company
stock, the Company does not, as a general rule, prohibit said sale, etc.
In FY2023, the Company sold its strategic shareholdings in 3 listed stocks (of which all
its shares of 2 of the stocks). In addition, the Company sold all of its shares in 1 unlisted
stock, and a portion of its deemed shareholding in 4 stocks.
[Principle 1-7 Transactions between Related Parties]
In order to prevent parties with vested interest in the Company, including its Directors,
Corporate Officers, and employees, from abusing their position to harm the interests of
the Company or the common interests of shareholders, the Company’s Anti-Bribery andAnti-Corruption Policy of Eisai Network Companies (ENW*) contains provisions
prohibiting conflict-of-interest transactions, giving of benefits to shareholders, andbribery. Directors, Corporate Officers, and employees are made thoroughly familiar withthe content through compliance training, etc.
* ENW (Eisai Network Companies) refers to the corporate group comprised of Eisai Co.,
Ltd., and its consolidated subsidiaries and affiliates.
The existence of transactions between the Company and its major shareholders as well as
the nature of such transactions are appropriately supervised by the Company’s Board of
Directors, and subjected to periodic audits by the Audit Committee. In an effort to prevent5

conduct that runs counter to the interests of the Company and its shareholders, theCompany’s Board of Directors stipulates and discloses in the Detailed Rules of the Boardof Directors that transactions competitive to the Company and transactions that conflictwith the interests of the Company by Directors and Corporate Officers require theapproval of the Board of Directors. Furthermore, with regard to such transactions,
Directors and Corporate Officers are required to report material facts appropriately to theBoard of Directors.
https://www.eisai.com/company/governance/cgregulations/boardmtg/index.html[Supplementary Principle 2-4-1 Policies and Goals to Ensure Diversity in the
Appointment of Core Human Resources]
As we evolve into an hhceco company that contributes to a wide range of people, frompatients to consumers, and strive to achieve greater social good, promoting diversity,
equity and inclusion (DE&I) is one of our most important themes. Since theRepresentative Corporate Officer and CEO issued the Eisai Diversity Declaration in2012, we have developed a work environment that allows employees with a wide rangeof values to play active roles regardless of their nationality, gender, age, or othercharacteristics. In 2023, the Representative Corporate CEO communicated a new DE&I
message both internally and externally, and the Company formulated the slogan "We see
difference, we see potential," and the following statement which outline Eisai's hhc
concept and stance on DE&I. From FY2024, we have been instilling this slogan andstatement as a common core value for all employees around the world and strengthen
our global unified promotion in order to translate it into concrete actions and outcomes.
We have also been focusing on improving our organizational management capabilities toembody this in the daily actions of each employee and create synergy. The Company
appointed a foreign national as a Director in 2002, a foreign national as a Corporate
Officer in 2006, a female employee as a Director in 2009, and a female employee as a
Corporate Officer in 2013. As of March 31, 2024, four of the Company's 31 officers areforeign nationals and five are female. As a global company the Company appoints local
human resources to the management of local subsidiaries. In the Americas, EMEA, andChina, the citizens of the respective areas are appointed as Corporate Officers.
Additionally, at the head office, in each global region, and in each division, we continue
to take steps to ensure employee diversity, such as setting up bottom-up committees andpromoting projects that address issues at each site. As a result, the global ratio of female
managers is now approximately 35%.
Nevertheless, there are still more diversity-related issues, such as gender issues, inJapan than in other countries. There is an urgent need for measures to address these6issues from various perspectives. Starting with the "Eisai Diversity Declaration" in 2012,
we have been working on reforming our personnel system to eliminate general positions
and consolidate them into career positions, expanding the recruitment of international
students and mid-career hires, building a domestic DE&I promotion system with the aimof quickly cultivating a culture that embraces DE&I, and establishing various training
programs, a mentor system and career counseling functions, all of which we continue to
implement. In particular, to increase the ratio of female managers, which is an important
indicator of employee impact*, we have made it our top priority to foster women's career
outlook and develop management candidates. With the keywords "early," "regular," and"specific," we are focusing on creating opportunities for women to envision themselves as
leaders at an earlier stage and on developing career support measures that enable both
men and women to participate in the child-rearing period. As a result, the ratio of female
managers in Japan was 12.8% as of March 31, 2024, maintaining an upward trend.
Regarding the appointment of foreign personnel to our company, we began hiring
international students in FY2013, with the goal of continually securing human resources.
Since the start of the program, this initiative has been implemented every year except
for FY2014 and FY2017. We are working to secure external human resources bypromoting mid-career hires to managerial positions and introducing a referral hiring
system. Additionally, we continue to hire people with disabilities in Japan, using legal
requirements as a guide.
Leveraging our strengths as a global company that strives to realize our hhc concept,
the Group is working to promote DE&I on a global scale by integrating the knowledge
from regions and functions outside Japan.
The goal

Results(FY2023)

FY2030: 30% or more

27.9%

FY2030: 30% or more

12.8％

Ratio of organization heads under 30

FY2030: 20% or more

8.0％

Percentage of male employees who took

FY2030:maternity leave or childcare leave

100% (30 days or more)

Index
Female employee ratio
Ratio of womenin management positions

88.2% (5 days or
more)* The targets and results for each indicator are our own targets and results. Althoughspecific initiatives are being implemented at our company, they are not being
implemented at all companies in the consolidated group, so it is difficult to provide astatement on a consolidated group basis.
* "Employee impact accounting" is an accounting method that shows how much of an
impact the wages paid by a company to its employees have provides on society.
7

[Principle 2-6 Fulfill Function as Corporate Pension Asset Owner]
Given the importance of human capital, the “Eisai Corporate Pension Fund” (“the Fund”)
adopted the Corporate Stewardship Code in February 2018. In December 2019, it becamea signatory to the Principles for Responsible Investment (PRI) and is making ESG
investments that are based on global standards.
Going forward, the Fund will strive to maximize pension returns, and improve the Fundby enhancing human capital, etc. Currently, the Fund does not have sufficient resources
for distribution, and there is a framework for the Finance Department to provide support
to the Fund. In the future, the Company will work to distribute sufficient resources
including the deployment of staff members who have the requisite experience andqualities, and striving to develop such staff, etc., in order for the Fund to be able to fulfill
its expected function as asset owner.
Major decision-making on asset management is conducted and approved by arepresentative committee in light of deliberation by an Asset Management Committee.
While the Finance Department provides support as a member of the Asset Management
Committee, the representative committee has the Talent Management Department as itscore member, and since the Finance Department has no authority to make decisions, theCompany believes that this system is able to appropriately manage conflicts of interest.
(Principles related to Welfare Pension Plan "Responsible Institutional Investor")
https://www.eisai-kikin.or.jp/pop.html* Principles of conduct required for institutional investors to fulfill their responsibilities
as consignees of the operation of assets[Principle 3-1 Full Disclosure]
In regard to Items (i) through (v) given in Principle 3-1, we provide information carefully
and in an easy-to-understand manner in the General Meeting of Shareholders reference
documents and Business Reports, etc. English-language versions of the Notice ofConvocation of the General Meeting of Shareholders, Business Reports, the Integrated
Report, etc., are also created. In addition to these materials, we have also created an
English-language version of our website.
(i) In addition to establishing a corporate philosophy in its Articles of Incorporation, theCompany has established the Corporate Objective and the Charter of Business Conductof Eisai Network Companies, and has released them on the website.
https://www.eisai.com/company/philosophy/index.html
8

We strive to share the corporate philosophy through broad, general release, including
to shareholders, by including it in the Notice of Convocation of the General Meeting of
Shareholders, Business Reports, the Integrated Report, etc. In addition, we proactively
disclose and release the medium-term and annual business strategy and business plan
through financial statement releases, individual shareholder explanation meetings,
media press conferences, and information meetings for financial analysts and financial
institutions.
(ii) Through the Board of Directors, the Company has established the Company’s“Corporate Governance Principles,” which stipulate the Company’s basic thinking
regarding corporate governance, and has disclosed it on the Company’s website.
https://www.eisai.com/company/governance/cgregulations/cgguideline/index.html(iii) The Company is a Company with a Nomination Committee, etc., system. The
Compensation Committee has the authority to determine the content of compensationof individual directors and corporate officers of the Company. It determines (1) policy
concerning decisions on the content of compensation of individual directors andcorporate officers, (2) the content of compensation of individual directors andcorporate officers, and (3) the evaluation of the level of attainment of Company-wide
performance targets and the individual performance targets of each corporate officer
for the performance-based compensation of corporate officers. The Compensation
Committee may also deliberate on compensation, etc., for directors and corporate
officers separately and take exceptional measures in cases where it deems such action
necessary. The process for determining compensation, etc., has been disclosed in the
Notice of Convocation of the 112th Ordinary General Meeting of Shareholders (theBusiness Report). In addition, in order to further enhance management transparency,
the Compensation Committee annually deliberates on the content of appropriate
information disclosure regarding compensation, etc., and makes proposals to theRepresentative Corporate Officer and CEO, as stipulated in the bylaws.
(iv) The Company is a Company with a Nomination Committee, etc., system. The
Nomination Committee has the authority to determine General Meeting of
Shareholders proposals related to the election and dismissal of Directors, as well as thebasic policy, rules, and procedures, etc., required for the election and dismissal of
Directors. The Nomination Committee determines proposals regarding thecomposition of the Board of Directors for the next fiscal year and the requirements,
etc., for the independence and neutrality of Outside Directors and selects candidates
for directorship. The duties, contents of activities, etc., of the Nomination Committee
have been disclosed in the Notice of Convocation of the 112th Ordinary General
Meeting of Shareholders (the Business Report). In regard to the election of Directors,
9the reference documents of the Notice of Convocation for the General Meeting of
Shareholders include the reasons for proposal of each candidate for directorship
decided by the Nomination Committee. In addition, matters related to the independence
and neutrality of Outside Directors confirmed by the Nomination Committee are also
included. In regard to the election of Corporate Officers, the reasons for election are
included in the agenda items of the Board of Directors, and the Representative
Corporate Officer and CEO (the proposer) provides the Board of Directors with
sufficient explanation for each selection. In the Reference Document, the Nominating
Committee discloses the diversity of director candidates in the form of a "skills matrix,"
including the principal reasons for nomination as director candidates.
[Supplementary Principles 3-1-3 Initiatives on Sustainability]
The Board of Directors has adopted Article 9 of the Corporate Governance Principles,"Working on Realization of a Sustainable Society," and supervises management inaccordance with this provision. The contents of this provision are as follows;
1. The Company will consistently pursue the best corporate governance and proactively
work on solving issues related to the environment and society.
2. The Company will carefully monitor trends of global activities which aim at therealization of a sustainable society, and will strengthen the effectiveness of theCompany’s efforts and endeavor to disclose information proactively.
3. The Company will respect various stakeholders worldwide and make efforts tomaintain positive and smooth relations with them, and will contribute to the creationof social value with stakeholders through the Company’s business.
4. The Directors and Corporate Officers will respect stakeholders’ rights and provide
leadership to develop a corporate culture of creating value together with its
stakeholders based on the Corporate Philosophy of the Company.
[Initiatives to Improve Access to Medicines]
The Group considers making efforts to resolve the global issue of access to medicines tobe its duty as well as a long-term investment for the future. It is promoting such
undertakings proactively under public- private partnerships with governments,
international organs, private non-profit organizations and others.
(1) Elimination of lymphatic filariasis (LF)
LF is one of the neglected tropical diseases (NTDs) that is endemic in developing andemergent nations. We manufacture its treatment, diethylcarbamazine (DEC) tablets, at
our Vizag Plant in India. Until LF is eliminated in all endemic countries requiring DEC,10

we will continue to provide the tablet to the World Health Organization (WHO) free ofcharge. As of the end of March, 2023, we had supplied 2.28 billion tablets to 30 countries.
Through the WHO “Global programme to eliminate lymphatic filariasis,” LF has been
eliminated in 19 out of 72 endemic countries (of the 17, we have been providing DEC
tablets to 5 countries). From 2000 to 2018, the number of patients infected with LF
globally fell by 74%.
(2) Development of a new treatment and awareness-building for Mycetoma
Aiming to develop a treatment for mycetoma, one of NTDswe conducted clinical trialsof the antifungal agent fosravuconazole (E1224), which we developed in-house, in Sudan,
an endemic country, with the Mycetoma Research Centre, the Drugs for Neglected
Diseases initiative (DNDi), and the Global Health Innovative Technology Fund (GHIT
Fund). We are preparing for an application for approval.
In order to create a drug for mycetoma, the Group worked with the Mycetoma ResearchCentre in Sudan (one of the endemic countries), the Drugs for Neglected Diseases
initiative (DNDi), and the Global Health Innovative Technology Fund (GHIT Fund) to
conduct clinical studies of E1224, our in-house developed anti-fungal drug
fosravuconazole. Now, we are preparing for an application for approval.
Starting in 2019, we engaged in activities to combat mycetoma through cooperation with
the Association for Aid and Relief, Japan (AAR Japan) an international NGO based inJapan. Since the start of our activities, we have provided treatment and surgery to over
190 patients with mycetoma, conducted disease awareness-raising activities for more than
2,800 residents, and promoted a holistic and sustainable approach that includes capacitybuilding for local organizations. However, due to the unrest in Sudan that occurred in
April 2023, activities are currently suspended. We hope for a speedy recovery in the area.
https://www.eisai.com/sustainability/atm/ntds/mycetoma/index.html(3) The development of new drugs for the treatment of NTDs and malaria
Through partnerships with international research agencies and others, the Company isproactively undertaking the development of new drugs for the treatment of NTDs andmalaria. We are continuing the development of new drugs for the treatment of NTDs
through partnerships that make the most of the respective specializations of those
involved. In joint efforts with non-profit research organizations, including the DNDi andMedicines for Malaria Venture (MMV), investments by the GHIT Fund and others arebeing used in addition to ideas input by researchers from academia, etc.

11[Consideration for the Environment]
As a human health care (hhc) company, the Group strives to accomplish the social goodof “relieving anxiety over health” and “reducing health disparities.” We view the global
environment as the foundation of business activities aimed at achieving the social good.
There is a relationship between the global environment and people’s health. Based onthese ideas, the Group has established the “Eisai Network Companies (ENW)
Environmental Protection Policy,” and has made concerted efforts to protect theenvironment.
And so in April 2022, because it is our responsibility as an hhc company to simultaneously
address social good and environmental protection, we established the “Eisai
Environmental Management Vision.” Based on this Vision, in addition to climate change
countermeasures aimed at achieving “2050 Net-Zero*” and SBT 1.5°C target, we haveestablished medium-term targets to address the environmental issues established as major
activities in the “ENW Environmental Protection Policy” including sustainable use ofwater, recycling of resources, preservation of biodiversity, and proper management ofchemical substances. We are systematically advancing our efforts in these areas in our
aim to efficiently meet the Company’s target of achieving the social good.
*Net Zero (as defined by the Science Based Targets initiative’s Corporate Net-Zero
Standard)• Either reduce Scope 1, 2 and 3 emissions to zero or reduce them to a residual volumeof emissions consistent with the achievement of net zero emissions on a global or sector
level in line with the eligible 1.5°C target.
• Neutralize residual emissions at the time of the net zero target and all GHG emissions
released into the atmosphere from that point onwards.
<Eisai Environmental Management Vision>(1) We will work sincerely to realize the Company’s 2 goals for the social good, and at
the same time to protect the global environment as set forth in the basic policy and action
guidelines of the Eisai Network Companies (ENW) Environmental Protection Policy.
(2) We will become a leader in environmental protection activities, clearly demonstrating
our significance to society.
(3) As leaders in environmental protection activities, each of us will pursue the mostefficient ways of achieving the social good by changing the way we work and the structureof our business.
(4) We will contribute to society’s sustainability through our environmental protection
efforts, which will also lead to increased non-financial value.
12(1) Business activities that give consideration to the global environment(i) Initiatives for the Formation of a Recycling-Oriented Society
The Company’s domestic group strives to dispose of waste properly and use resources
efficiently in order to protect the environment. Aiming to reduce the amount of waste
generated, improve the recycling rate, and decrease the amount of waste sent to landfills,
we are making an effort to enhance our waste-disposal measures. FY2023 will markthe 16th consecutive year that we have attained zero emissions.** To reduce the percentage of waste sent to landfills to less than 0.5%.
(ii) Initiatives for the Sustainable Use of Water
We aim to contribute to the formation of a recycling-oriented society through thesustainable use of resources, including water. As a medium-term target, we seek toreduce the use of water by 7% (by revenue intensity) by FY2030 compared to
FY2023 levels by promoting the reduction of water usage through recycling andother efficient ways of using water resources. In addition, as another medium-termtarget, we aim to maintain high-quality wastewater treatment that contributes to thepreservation of water quality, thereby complying with environmental standards
related to water and continuing our record of zero legal violations by FY2030.
(iii) Initiatives to Protect Biodiversity
We aim to contribute to the realization of a society coexisting with nature in accordancewith harmony with the global environment through the sustainable use of biologicalresources and the preservation of biodiversity. Having established the “Biodiversity
Guidelines” in August 2020, we are striving to not only comply with laws andregulations, but also to monitor and improve the impact of our business activities on
biodiversity at all stages. Each business site is making efforts for the environmental
conservation of forests, woodlands, rivers, oceans, etc. As a medium-term target by
FY2030, almost all of the business sites are aiming to identify an important species andengage in activities to preserve it. In FY2023, we identified the following as mediumto long-term risks that our business activities pose to biodiversity.
❶The impact of the emission of hazardous substances into the water and atmosphereon biodiversity in the neighboring areas of places where we operate, and ❷ The
impact of waste generated from the use of our products on the environment as a whole.
On the grounds of the Kawashima Plant (Gifu Prefecture), we maintain a Japanesegarden, rich with nature, and we cultivate and conserve about 700 types of medicinaland otherwise beneficial plants in the Medicinal Herbal Garden at the Naito Museumof Pharmaceutical Science and Industry. The Fukushima Business Office of EA Pharma
13Co., Ltd. preserves planted forests such as Somei Yoshino cherries and weeping
cherries on its premises. Since FY2020, the Vizag site (India) has undertaken a treeplanting program to promote environmental awareness, and they have planted a totalof approximately 11,000 trees to date.
(2) Climate Change-related Activities(i) Governance Structure for Climate Change Risks and Opportunities
The Board of Directors has established "Rules for Preparing Necessary Systems for
Ensuring the Suitability in the Performance of Duties by Corporate Officers," under which
the Corporate Officer in charge of environment-related risks (Corporate Officer in charge ofGeneral Affairs and Environmental & Safety Affairs) establishes and operates internal
controls concerning such risks. "Rules of the Board of Directors" stipulate matters related
to ESG and SDGs as reportable items, and the Board of Directors receive quarterly progress
reports from the corporate officer in charge on the status of company-wide initiatives andissues related to sustainability, including climate change, and monitor them. Under thissystem, the Corporate Officer in charge of General Affairs and Environmental & Safety
Affairs works with the Executive Officer in charge of Stakeholder Communication to
identify and address risks and opportunities related to climate change. In addition,
significant business risks, including climate-related risks, are managed by the Risk
Management Committee, chaired by the Corporate Officer in charge of Internal Control,
which reports to the Board of Directors.
(ii) Information Disclosures Based on TCFD Recommendations
In June 2019, the Group declared support for the recommendations made by the Task
Force on Climate-related Financial Disclosures (TCFD)*, carried out therecommended analysis of climate scenarios, and disclosed the results in FY2020.
With the purpose of reassessing the potential impact of climate change-related risks
and opportunities on the Group, we carried out another analysis considering multiple
climate scenarios in FY2022. As a result of a climate scenario analysis, regarding
Physical Risk, we identified “Stagnation of production activities”, “Increased costs
due to carbon tax /Increased energy costs”, “Damage from natural disasters”,“Increased health risks” as important risk, and regarding Transition Risk, we also
identified “Increased costs due to carbon tax/Increased energy costs”, “Additional
capital investment”, “Responding to the demand for low-carbon products”, “Lower
trust from stakeholders” as important risk. We understand addressing healthcare
needs resulting from climate change as an opportunity. Under the risk management
14

system, we are working to prevent these risks from materializing, and we aim torealize the opportunities through our business activities.
* The Task Force on Climate-related Financial Disclosures (TCFD) is a working
group of the Financial Stability Board (FSB) made up of central bank governors andfinance ministers from various countries. Led by the private sector, the task force
encourages the efficient disclosure of climate-related financial information in orderto promote appropriate investment decisions by investors and others.
(iii) Reduction of greenhouse gas emissions
The mitigation of climate change is a pressing issue shared by all humankind, and isan indispensable element in the realization of a sustainable society. The Group is
engaged in initiatives aimed at achieving the globally-shared goal of “Keeping therise in the average global temperature to 1.5°C or less compared to pre-industrial
levels” which is the 1.5°C reduction goal, as well as the achievement of “2050 Net
Zero*2.” which is an extension of the first goal. Since FY2019, the Group has set an
SBT*3 2.0°C target (reducing greenhouse gas (GHG) emissions by 30% by FY2030
compared to FY2016). Up until FY2022, we met our targets for 3 years running, andwe have successfully reduced our GHG emissions by over 60% compared to FY2016.
Therefore we set an even stricter SBT 1.5°C target which was approved by the SBT
Initiative*4 in November 2023. Furthermore, in December 2023, we received
approval from the JCI*5 (Japan Climate Initiative) to participate in the JCI Race toZero Circle which is committed to achieving net zero by 2050.
Going forward, in addition to continuing efforts to save energy, we will engage in avariety of initiatives including increasing the adoption of renewable energy, reducing
and eliminating carbon emissions from sales vehicles, and actively promoting the
introduction of advanced technology. The Company joined the RE100 initiative,
which aims to switch all electrical energy used for business activities to renewableenergy, and we aim to achieve this target by FY2030. We also introduced Internal
Carbon Pricing (ICP) to promote investments that are effective at reducing CO2
emissions by converting and visualizing the volume of CO2 emission reductions intomonetary amounts. We are also making steady progress with reducing GHG
emissions in our supply chains by strengthening engagement to better understandemission volumes and set appropriate targets.
*1 ENW (Eisai Network companies) refers to the corporate group composed of Eisai
Co., Ltd., and its subsidiaries andassociated companies.
15

*2 Net Zero (as defined by the Science Based Targets initiative’s Corporate Net-Zero
Standard)- Either reduce Scope 1, 2 and 3 emissions to zero or reduce them to a residual
volume of emissions consistent with theachievement of net zero emissions on a
global or sector level in line with the eligible 1.5°C target.
- Neutralize residual emissions at the time of the net zero target and all GHG
emissions released into the atmosphere from that point onwards.
*3 SBT (Science Based Targets) are medium- to long-term greenhouse gas emission
reduction targets based on scientific grounds and reviewed and certified by the
SBT initiative. It is currently the de facto international standard.
*4 The SBT initiative is an international joint initiative between the CDP (aninternational NGO that manages information disclosure programs in theenvironmental sector), the United Nations Global Compact (UNGC), theWorldwide Fund for Nature (WWF), and the World Resources Institute (WRI).
*5 Japan Climate Initiative (JCI) is a loose network of diverse bodies outside thenational government, such as corporations, local governments and NGOs, which
are actively involved in taking measures against climate change. Eisai Co., Ltd.
joined in December 2020.
(iv) Promotion of the introduction of renewable energy
The Group is actively introducing renewable energy and engaging in efforts to reduce
CO2 emissions. We switched part of our electricity supply to green power* at the Head
Office, Kawashima Plant, Tsukuba Research Laboratories, Sunplanet, and EA Pharma,
while at Kashima Business Office, we have installed small-scale solar power generationequipment. Overseas, a mega solar power plant with 3MW capacity started full-fledged
operation in our Vizag Plant, India, and we generate solar energy for captive
consumption at the Exton site (U.S.), Suzhou plant (China), etc. We also use green
power at the European Knowledge Centre (U.K.). These are some of our main overseas
business sites where we have achieved 100% renewable energy usage.
Through these initiatives, we achieved the adoption rate of renewable energy over 99%
of total power consumption in FY2023.
* Electric power generated from sunlight, wind power, hydraulic power, and otherrenewable energy sources.
[Investments in human capital]
At the Ordinary General Meeting of Shareholders held in 2022, we stipulated the conceptsof “respecting human rights and diversity,” “providing full opportunities for growth to16

support self-fulfillment,” and “creating an employee-friendly environment” as pillars ofhuman capital in the Articles of Incorporation. On the occasion of amending our Articles
of Incorporation, we formulated our “integrated human resource strategy” and have set
out to maximize the value of human assets in the Group. Ever since it was mademandatory to include human capital-related metrics in the securities reports of all listedcompanies, we have been actively disclosing this information, and in July 2023 wedisclosed a report on our management of human capital called the Human Capital Reporton the Company’s website. We have disclosed multifaceted, diverse initiatives and main
evaluation parameters concerning human assets to many stakeholders, including ourshareholders. As a result, we were rated first among the Nikkei 225 companies in the“Human Capital Disclosures Ranking by the Human Capital and Corporate Value Study
Group,” took silver in the Nikkei Business Publications Human Capital DisclosureAwards, and were selected as Human Capital Leaders 2023 and Human CapitalManagement Gold Quality in 2023. Then in March 2024, we were selected as aNadeshiko Brand as a listed company excelling at promoting active participation by
women in the workplace.
[Respect for Human Rights]
In 2019, the Company formulated the ENW Human Rights Policy which complies withinternational standards. On this basis, we have identified risks within our business andsupply chain wherein the Group’s business activities may have a negative impact on thehuman rights of our stakeholders, and we carry out human rights due diligence on an
ongoing basis to avoid or minimize these risks, monitor them, and disclose the results.
Within the Company, we conduct training sessions, offer e-learning, and make calls for
slogans. Through these and other awareness-building activities, we endeavor to prevent
any kind of discrimination or harassment. In regard to our supply chain, we try tounderstand through sustainable procurement, any human rights-related issues that may bepresent through the state of human rights-related initiatives being undertaken by ourbusiness partners.
[Sustainable Procurement]
Companies are required to carry out procurement activities that emphasize sustainability(sustainable procurement) throughout their supply chain. This includes the sustainabilityof such matters as human rights, labor and safety, the environment and ethics. Sustainableprocurement preemptively prevents, in the supply chain, the occurrence of human rights
violations as well as issues related to the environment. It also enables the building of arobust and sustainable supply chain. We explain sustainable procurement to our business17

partners and urge them to comply with our Code of Conduct for Business Partners whichlists our expectations. We also request our business partners to conduct sustainability
evaluations through self-assessment questionnaires and provide the evaluation results asfeedback. At the FY2023 briefing session for domestic business partners, an external
expert gave lectures on global standards for respect for human rights and environment toraise awareness. Also, we are implementing sustainable procurement at our overseas
plants, Vizag plant in India, Suzhou plant in China, and Bogor plant in Indonesia.
[Investments in intellectual properties]
The legal protection and effective utilization of the proprietary technologies and products
we have developed through our investments in R&D and business activities areindispensable to the sustainable growth and development of the Group and the stabledelivery of pharmaceuticals to patients. For this reason, the Group is strategicallypursuing various activities related to intellectual property, such as patent acquisition.
For more on the Group’s intellectual property investment initiatives, visit our website at
the following address:
https://www.eisai.com/company/business/research/ip/index.html[Supplementary Principles 4-1-1 Roles and Responsibilities of the Board (1)]The Company is a Company with a Nomination Committee, etc., system. The Company’s
Board of Directors delegates to Corporate Officers a significant amount of decisionmaking related to the execution of business, to the extent allowed by relevant laws andregulations, to invigorate operation, and focuses on management oversight.
The main duties, etc. of the Board are as follows;
1. The Board shall determine the material matters required by law, the Articles ofIncorporation and the Rules of the Board, including basic management policies, theappointment and dismissal of Corporate Officers and surplus dividends.
2. The Board shall oversee the execution of duties by the Directors and Corporate
Officers on the basis of reports from the Nomination Committee, Audit Committee,
the Compensation Committee, the hhc Governance Committee and the Corporate
Officers.
The specific matters to be resolved by the Board of Directors and the specific matters thatare to be reported to the Board of Directors are stipulated in the Detailed Rules of theBoard of Directors. The Rules of the Board of Directors and the Detailed Rules have been
disclosed on the Company’s website.
https://www.eisai.com/company/governance/cgregulations/boardmtg/index.html
18

[Principle 4-8 Effective Use of Independent Directors](1) A Sustained, Autonomous Mechanism for Enhancement of Corporate GovernanceCentered on Outside Directors
The presence of independent Outside Directors, who account for the majority of the Boardof Directors, supports the effectiveness of the Company’s corporate governance structure.
The Company has established and is operating a mechanism to enhance sustained,
autonomous corporate governance centered on Outside Directors, including (1) a systemof electing neutral and independent Outside Directors by a Nomination Committee, (2)operating the Board of Directors, etc., through the leadership of a chair who is an outside
director, (3) an “hhc Governance Committee” for broad discussion of corporate
governance, including dialogues with stakeholders and the consideration of a successionplan, etc., and (4) corporate governance evaluations that drive the Plan-Do-Check-Act(PDCA) cycle of the Board of Directors and each committee. We will continue to work
to enhance the content of each of those efforts.

(2) hhc Governance Committee
For FY2023, we decided to consider the direction of strengthening the management
oversight function under the theme of “enhancement of the management oversight(monitoring) function,” which had been identified as an issue in last year’s Board of
Directors evaluation. The hhc Governance Committee deliberated on the matter on
multiple occasions.
While we will continue to work on improvement of governance and resolution of issues
through the “PDCA cycle” based on the Board of Directors evaluation, we also examined19

mechanisms needed for further strengthening of the management oversight function. This
included discussions on how to establish and operate such mechanisms.
One result of consideration of this matter is that, in order to further enhance themanagement oversight function of the Board of Directors, we have introduced a systemthat allows directors to observe important decision-making bodies in the operational
divisions, such as the Executive Board. In addition, the Board of Directors introduced
mechanisms to collect opinions and information from outside experts and outsideorganizations to obtain information and decision-making materials needed for
management oversight. We believe that this initiative has enabled us to progress instrengthening the management oversight (monitoring) function.
Further, the hhc Governance Committee conducted discussions and examinations aimed
at improving corporate governance, such as considering CEO succession plans,evaluating the effectiveness of the Board of Directors, and sharing and consideringvarious issues in the Nomination Committee.
(3) Dialogues with Stakeholders
In FY2023, the Company engaged in dialogue with patients and the people in the dailyliving domain, shareholders and institutional investors, and employees, who together
constitute Eisai’s main stakeholders, as follows. Further, in the hhc GovernanceCommittee meeting held at the end of the year, we reflected on and discussed suchdialogues in order to apply the results in the oversight function of the Board of Directors.
1) Dialogues with Patients- We conducted individual dialogues with individuals with early-onset Alzheimer’s
disease, during which we specifically asked about their experiences and emotions at
various times. Through these dialogues, we came to recognize the difficult situations
and societal realities faced by people with dementia, that cannot be understood justfrom appearances, as well as the joys and hopes they hold in such environments,
which reinforced our Company’s social mission. Such dialogue provided a deeper
understanding of the importance of empathy with the patient’s emotions, as well as
the hhc Corporate Concept and its practical application.
2) Dialogues with Institutional Investors- In FY2023, we held individual dialogues with institutional investors to deepen
discussions aimed at enhancing the management oversight function. We shared
information and exchanged opinions with 6 companies, primarily analysts and fundmanagers, via online conferencing.
20

- We were able to exchange deep opinions on management issues, the roles that
institutional investors expect outside directors to play, and other matters. The insights
and observations obtained through these dialogues are utilized to enrich discussions
in Board of Directors meetings and to enhance the management oversight function.
3) Dialogues with Employees- We held a face-to-face dialogue session with representative members of the labor
union, who represent the employees, to share information and exchange opinions on
various topics such as the status in the first year of the personnel system changes,
employee working conditions, corporate culture, and expectations and requests for
management.
- During a visit to the Kashima Business Office, we received an overview of thebusiness office and explanations of the activities of API research and development,
efforts toward stable supply in the API Manufacturing Department, and the data
integrity measures of the Quality Control Department’s QC Lab. Following aquestion and answer session, we toured the facility to deepen our understanding of
the API base with research, development, and commercial production capabilities.
- Directors visited Tsukuba Research Laboratories to view the facilities and receive a
briefing on the research and development system Deep Human Biology Learning(DHBL), deepening their understanding of the concept of drug discovery and theorganizational system. In addition, during dialogues with domain heads responsiblefor drug discovery execution from hypothesis building to approval, research anddevelopment functions supporting domains efficiently, and heads of foundations
responsible for identifying drug discovery targets and building biological hypotheses
through data analysis, each director provided comments on expectations for theorganization and employees, along with advice based on experience, leading to lively
discussions. Further, Director Yumiko Miwa exchanged frank opinions on issues
faced by female employees, with 5 women in management positions.
- Directors visited the Kawashima Plant and received an overview of the plant and the
Formulation Research Department, as well as a briefing on the clinical sample
injection formulation manufacturing area and the launch of the secondary packaging
process for LEQEMBI (generic name: lecanemab). A question and answer session
was held, and opinions were exchanged. Then, in addition to viewing the formulationand packaging processes, the directors visited the state-of-the-art injection andresearch buildings of Eisai Medicine Innovation Technology Solutions (EMITS) andthe Naito Museum of Pharmaceutical Science and Industry, deepening theirunderstanding of the Company’s production environment and production system.
21

- Directors visited the Tokyo Communication Office and received explanations of thecurrent status of dementia treatment and the issues concerning the administration of
LEQEMBI and the status of efforts to address them to contribute to patient welfare.
Further, we were briefed on various training and project activities aimed at enhancing
organizational capabilities conducted at the Tokyo Metropolitan Area Headquarters.
Through question and answer sessions and discussions, we deepened ourunderstanding of Eisai Japan’s MR activities.
(4) Information Sharing and Discussion Regarding the Succession Plana) History of the Consideration of the Succession Plan
After the transition to a company with a nomination committee, etc., system in 2004,
the succession plan was set as one of the annual performance goals of the CEO, andall directors shared information about the goal. In addition, detailed reports were
provided by the CEO to the outside directors meetings (currently called the hhc
Governance Committee) from time to time as requested by the outside directors.
Subsequently, in 2017, rules for the implementation of the succession plan werecompiled under the lead of the then Chair of the Board of Directors (outside director),and based on these rules, information sharing and discussions on the succession plan
are held twice a year on an ongoing basis. In addition, the Company continues toconsciously expand opportunities for contact and dialogue among candidates anddirectors, as well as conduct interviews and discussions regarding objective
evaluations of candidates by third parties outside the Company.
b) Current Status of Information Sharing and Discussions on the Succession Plan
The hhc Governance Committee is presented with a detailed report on an ongoingbasis from the CEO, describing the overall status of the Company’s management,
the status and evaluation of candidates for the next CEO (multifaceted evaluation
with multiple evaluation items), and the story toward succession. Since the current
CEO has led the entire company as the top executive for more than 30 years, thedirectors expect the CEO not only to develop candidates, but also to makesuggestions on the ideal management structure under the new CEO, and discussions
are underway.
In addition, the Board is also taking steps to provide directors with direct access to
information on candidates by increasing contact with candidates at various venues,
including Board of Directors meetings, hhc Governance Committee meetings, andtraining sessions, as well as observing Executive Board and other meetings. Through22these efforts, the Board also provides advice and requests to the CEO regarding thedevelopment of candidates.
c) The Role of Outside Directors
I understand that the CEO Succession Plan is an important issue with a significant
impact on the Company’s corporate value, that it is highly confidential and sensitive,
and that fairness is required in its determination. In particular, as all of theCompany’s outside directors are independent outside directors, their strong
involvement in the process of the succession plan developed by the CEO willreasonably ensure the fairness of the CEO selection process to be resolved by the
Board in the future. Therefore, I am aware that each and every one of the outside
directors must meet the expectations of the Company’s stakeholders by providing
candid opinions and advice with a view to the further growth of the Company.
[Principle 4-9 Independence Standards and Qualification for Independent Directors]
After the Company transitioned to a Company with Committees system (currently“Company with a Nomination Committee, etc., system”) in 2004, the Nomination
Committee held repeated discussions, and in 2006, disclosed the “Requirements for the
Independence of Outside Directors” (currently “Requirements for the Independence andNeutrality of Outside Directors”).
When electing Outside Directors, the Nomination Committee places the utmost
importance on ensuring the independence and neutrality of Outside Directors. The workof selecting candidates for Outside Directorships begins with creating a list of candidates.
In addition to directors who are currently serving, the Nomination Committee asks theCompany’s former Outside Directors, who have extensive personal networks, to create alist of candidates, and updates the candidate list every year. The Nomination Committee
screens the candidate lists for independence, competition, and other related matters,
narrows down the candidates in accordance with the requirements for new candidates forthe relevant fiscal year, then determines the candidates for whom requests forappointment will be submitted. After the decision is made, the Chair of the Nomination
Committee promptly meets with the candidates and submits requests for appointment to
the Company’s directors. The Company’s Nomination Committee consists of only 3
members, all of whom are Outside Directors. Utilizing the process described above, they
select director candidates with fairness and transparency. In addition, the Nomination
Committee strictly applies the “Requirements for the Independence and Neutrality of
Outside Directors,” stipulated by the Committee, for the selection of candidates for
Outside Directors. Every year, the Nomination Committee examines each outside director
23

candidate, whether for new election or re-election, to determine whether he or she meets
the Requirements and to assess his or her independence and neutrality.
The Company inspects the Requirements each year, and revises them as necessary, torespond to changes in laws and regulations as well as standards of securities exchanges,
etc., and also from the perspective of improving corporate governance.
[Supplementary Principles 4-10-1 Use of Optional Approach]
The Company has adopted a Company with a Nomination Committee, etc., System. The
majority of the Board shall be independent and neutral Outside Directors. The
Nomination Committee and the Compensation Committee shall be entirely composed of
Outside Directors, and the majority of the Audit Committee shall consist of Outside
Directors.
[Supplementary Principles 4-11 Preconditions for Ensuring the Effectiveness of the Boardof Directors and Board of Auditors][Supplementary Principles 4-11-1 Preconditions for Ensuring the Effectiveness of theBoard of Directors and Board of Auditors]- Clear Separation of Functions Between the Oversight of Management and the Execution
of Business
The Company fully leverages its system of being a Company with a Nomination
Committee, etc., with the Board of Directors entrusting a large portion of the decisionmaking authority over business execution to Corporate Officers to the extent permitted
by law, so that they can concentrate on management supervision.
This enables prompt, flexible decision making and business execution by Corporate
Officers, even in environments undergoing turbulentchanges. Additionally, in order toachieve a clear separation between the oversight of management and the execution ofbusiness, the Company has established that the chair of the Company’s Board of
Directors shall be an outside director and that the Representative Corporate Officer and
CEO shall be the only individual to concurrently serve as a Corporate Officer and a
director.
Clearly separating the oversignt of management and the execution of business enhances
corporate vitality.
The Board of Directors exercises the function of oversight from the perspective of
stakeholders to ensure fairness and transparency in management.
Also, the Board of Directors passes resolutions on rules related to “systems for ensuring
proper business operations,” and establishes the specific rules for internal controls thatshould be put in place and operated by corporate officers, in accordance with the24stipulations of the Companies Act. In addition to the matters stipulated in those rules,
corporate officers ensure their autonomy by establishing and operating internal control
in their assigned duties, thereby increasing the speed and flexibility of businessexecution. Under this structure, the Board of Directors also checks the status ofexecution of duties by corporate officers and inspects the appropriateness of the status
of internal controls such as the business execution and decision-making processes fromthe perspective of shareholders and society.
Directors and Corporate Officers communicate with each other and build trust in
executing their respective duties and fulfilling their responsibilities, working together
to increase corporate value and contribute to the creation of social value.
Mechanisms such as these are important characteristics of the Company’s corporate
governance.
- Diversity of Directors
The Company shall select Director candidates with diverse backgrounds in order for
the Board to meet the various expectations of stakeholders and to fully perform its
oversight function. In particular, with regard to outside directors, we aim to ensure
diversity in terms of tasks, including experience in corporate management, global
business, and financial accounting and legal experts, as well as diversity in nationality,
gender, age, etc., over the medium to long term.
- Selection and Assignment of Corporate Officers
The Board of Directors takes a global perspective in selecting the Corporate Officers
who will implement our corporate philosophy and improve our corporate value, andassigns them in ways that allow them to effectively, efficiently harness their capabilities.
People who are well-versed in the operations in each field of administration, including
those with advanced expertise in R&D, science, and the production, quality, safety, andother aspects of pharmaceuticals, as well as those with extensive knowledge in the
medical systems and health care markets in particular regions of the world, are selected
as Corporate Officers.
- The Executive Board, Advisory Boards, etc.
The Company has established mechanisms to support the decision-making of the CEO,including the Executive Board as the highest decision-making body of businessexecution, the Eisai Scientific Advisory Board (comprised of professors andresearchers from world-renowned research institutions) for consideration of thedirection of medium-to-long-term R&D and general portfolio strategies and tactics andthe Sustainability Advisory Board (comprised of outside specialists from Japan andabroad who are well-versed in international policies) in order to improve our nonfinancial capital initiatives focused mainly on ESG and the Sustainable Development25

Goals (SDGs). Other meeting bodies include the Compliance Committee, the Risk
Management Committee, the Company-Wide Environment and Safety Committee, andthe Human Rights Awareness Committee.
- Building and Operating a Global Internal Control System
The Board of Directors has established “the Rules for Preparing Necessary Systems for
Ensuring the Suitability in the Performance of Duties by Corporate Officers.” The
Corporate Officers implement, maintain, and operate internal control systems in theirassigned duties in accoudeance with the Rules. The Company also assigns global
Corporate Officers, with the Corporate Officers who are in charge directly building andoperating internal control systems at overseas subsidiaries.
- Instilling Management with Accountability and Stakeholder Consciousness
Once every three months, all Corporate Officers attend a Board of Directors meeting
and report to the Board of Directors on decisions made in operational divisions, as wellas the status of their business execution. Corporate Officers having accountability andreporting to the Board of Directors improves the rationality and transparency ofdecision making, policies, and initiatives of operational divisions, while instillingstakeholder consciousness in management.
- Management Oversight by the Board of Directors
The Board of Directors has the authority to select and dismiss Corporate Officers. The
Board of Directors delegates a large portion of the decision-making authority overbusiness execution to Corporate Officers, and Corporate Officers are responsible forreporting to the Board of Directors in a timely, appropriate fashion.
The Board of Directors confides in Corporate Officers by verifying the appropriatenessand efficiency of business execution processes based on their reports while also
evaluating the performance results of the business execution, thus fulfilling the role ofmanagement oversight by ensuring the appropriateness and efficiency of management.
The Board of Directors also delegates important management oversight functions of
the Board of Directors to the Nomination Committee, Audit Committee andCompensation Committee, and oversees the business execution of these committees
based on their respective reports. The fairness and transparency of the Board of
Directors are also ensured through oversight of each individual director to verify
whether they are making fair judgments, exercising their authority in a way that lives
up to the confidence placed in them by all shareholders, and executing their business
functions appropriately.
The Company’s Board of Directors has codified the Company’s thinking regarding
diversity in the composition of the Board of Directors in the “Corporate Governance26

Principles,” which stipulate the Company’s basic thinking regarding corporate
governance, and has disclosed it on the Company’s website.
https://www.eisai.com/company/governance/cgregulations/cgguideline/index.html
The Nomination Committee elects candidates for Outside Director in accordance with thebasic thinking stipulated in the “Corporate Governance Principles.” In order to enable all
shareholders to understand the activities of the Nomination Committee, the Company has
disclosed the duties of the Nomination Committee, the details of activities throughout theyear and the procedures for electing candidates for directorship, etc., in Notice ofConvocation of the 112th Ordinary General Meeting of Shareholders (the Business
Report).
[Supplementary Principles 4-11-2 Preconditions for Ensuring the Effectiveness of theBoard of Directors and Board of Auditors]
The Company’s Board of Directors has specified the role of Directors, including Outside
Directors, in the “Corporate Governance Principles” as indicated below, such as putting
to use their ability to meet the expectations of stakeholders, spending sufficient time on
their duties and executing their duties as Directors, so that all Directors, including Outside
Directors, will respond to the confidence placed in them by shareholders. The Company’s
Directors comply with these stipulations and execute their duties as Directors.
- Directors shall assume the duty of care and the duty of loyalty.
- Directors shall request explanations at Board Meetings, actively express their opinions,conduct thorough discussions and exercise their voting rights, as well as collectsufficient information to execute their duties.
- Through the timely and appropriate exercise of their right to propose agenda items andto call for Board Meetings to be convened, the Directors shall seek solutions to issues
concerning the management of the Company of which they become aware.
- In responding to the trust placed in them by all shareholders, Directors shall spend
sufficient time on the execution of their duties and demonstrate the competence expectedof them.
- The Directors will receive sufficient information and request additional information, if
necessary, concerning the status of adherence to the Corporate Philosophy of theCompany and the current management environment in order to fully perform their duties.
The Company will provide the Directors with various training and opportunities for
information sharing which will aid in the Board’s duty of oversight of management.
In addition, in regard to the location of concurrent assignments of Directors, each year,
the Nomination Committee confirms the executives of listed companies and confirms that
there are no problems executing duties as a Director of the Company, and in the case of27

an Outside Director, confirms that there are no problems related to the independence andneutrality as an Outside Director. The status of the main concurrent assignments of
Directors is disclosed in the reference documents accompanying the Notice ofConvocation for the Ordinary General Meeting of Shareholders and annual securities
reports, etc.
[Supplementary Principles 4-11-3 Preconditions for Ensuring the Effectiveness of theBoard of Directors and Board of Auditors]
The effectiveness of the Board of Directors’ management oversight function is evaluatedeach year by the hhc Governance Committee. If any issues related to the operation of theBoard of Directors, etc., are identified, a request and proposal for improvement are
submitted to the Board of Directors and operational divisions. In the corporate
governance evaluation, the status of the activities of the Board of Directors and othermanagement councils is inspected and evaluated based on the recognition of issues in theprevious fiscal year, issues are identified for the next fiscal year, and improvement
measures are presented, thereby implementing the Plan-Do-Check-Act (PDCA) cycle.
In FY2017, it was decided that an outside organization would conduct an inspection andreview of the processes and evaluation results once every 3 years to ensure theappropriateness of corporate governance evaluation in a continuous and stable manner.
Such an inspection and review were carried out in FY2023. On April 25, 2024, the Boardof Directors discussed the Board of Directors evaluation, Self-review of the Corporate
Governance Principles, and Self-review of Internal Control Regulations* compiled by the
hhc Governance Committee, and approved the FY2023 Corporate GovernanceEvaluation.
1. Board of Directors evaluation(1) Evaluates the effectiveness, etc. of the Board of Directors and each Committee(Nomination/Audit/Compensation/ Governance) in performing the management
oversight functions of the Board of Directors(2) Considered based on the self-assessments of each directors* Each director evaluates and records the discussions, operations, etc., of the Boardof Directors at each of its meetings, and the Board of Directors Secretariat
compiles the records.
(3) Compiled by the Governance Committee and decided at the Board of Directors

28

2. Self-Review of the Corporate Governance Principles(1) A code of conduct for corporate governance established by the Board of Directors(2) The Board of Directors conducts reviews each year to evaluate whether the
execution of duties by the Board of Directors, etc., is maintained and operated inaccordance with these Principles.
3. Self-Review of the Internal Control Regulations(1) The Internal Control Regulations were established by the Board of Directors to
stipulate matters required for the execution of duties by the Audit Committee andensure suitable performance of duties by Corporate Officers.
(2) The Board of Directors conducts reviews each year to evaluate whether systems are
established and operated in accordance with these regulations..
4. Mechanism Utilizing Outside Organizations to Ensure of the Improvement and theAppropriateness of the Board of Directors Evaluation(1) The Company has implemented a mechanism in which an outside organization
examines the evaluation process, evaluates it, proposes improvements, andinspects the evaluation results, etc., once every 3 years, with the aim of ensuring
the suitability of the Board of Directors evaluation and improving the evaluation.
(2) After analyzing the Company’s past evaluation methods, evaluation decision
process, evaluations of each director, and final evaluation, etc., the outsideorganization points out issues and makes recommendations regarding the systems
and their operation.
(3) The hhc Governance Committee and Board of Directors strive to improve thesystems and their operation in accordance with the findings and recommendationsof the outside organization.
(4) The outside organization inspects the evaluation process, evaluation results, andother aspects of the Board of Directors evaluation compiled by the hhc
Governance Committee and submits a report to the Board of Directors.
(5) The Board of Directors determines the corporate governance evaluation for theapplicable fiscal year based on the evaluation compiled by the hhc GovernanceCommittee and in reference to the report from the outside organization.
* A review by an outside organization was carried out in FY2023.
5. FY2023 Corporate Governance Evaluation Results
In regard to the Corporate Governance Principles and Internal Control Regulations, noevidence was found of any operation, etc., that deviates from the rules. It was confirmed
29that the directors and corporate officers, etc., are executing their duties appropriately to
improve corporate governance.
In regard to the Board of Directors evaluation, the state of response in FY2023 to theissues identified in the FY2022 Board of Directors evaluation as issues for FY2023 waschecked and evaluated, and the issues, etc., for the next fiscal year were recognized.
(1) The Role and Operations, etc., of the Board of Directors(a) Plan “Issues in FY2023”
1 In its deliberations on important resolutions, the Board of Directors is provided with
the necessary information at an early stage and takes sufficient time for deliberation.
When examining important matters, the Board of Directors will implement measures
to conduct management oversight, which is the role of a monitoring board,
effectively and efficiently.
2 We will achieve early submittal of agenda items/materials and improved advance
explanations particularly for important matters, in order to strengthen discussions
and make deliberation more efficient in meetings of the Board of Directors. In regard
to reports in meetings of the Board of Directors, we will request explanations thatare concise and to-the-point.
3 The Board of Directors agenda items will continue to be established in light of theorder of priority, after consideration of legally stipulated items as well as timely
important issues, matters requested by the hhc Governance Committee, and mattersdeemed necessary based on reflection on dialogue with stakeholders, etc., in order toenable the Board of Directors to increase the effectiveness of its management
oversight. Even in cases in which discussions by the Board of Directors extend into
the details of business execution, the Board of Directors will strive to engage indiscussions that contribute to management oversight.
4 As for reports regarding the execution of business, we will precisely show theimportant points and make the content concise and easy to understand, in order toenable the Board of Directors to exercise its management oversight function.
(b) Do (Execute) and Check (Evaluate) “Confirmation and Evaluation of the Status of
Response in FY2023”
1 Some agenda items were provided just before the Board meeting. We have introduceda system to enable directors to observe important decision-making bodies in theoperational divisions.

30

2 In some cases, Board meetings were lengthy due to many explanations of proposals
given on the day of the meeting. From the next fiscal year, we will change to a groupformat for advance explanations to make further improvements.
3 The agenda for Board of Directors’ meetings was decided based on the considerationof the direction to strengthen the management oversight function. The Board of
Directors deliberately conducted discussions that contributed to management
oversight.
4 Further work needs to be done to improve both the format and content of reports.
(c) Action (Improvement) “Issues for FY2024”
1 The Chair of the Board of Directors will select a timely agenda for the Board of
Directors’ meetings to be reviewed and decided upon by the hhc GovernanceCommittee, along with an annual agenda schedule.
2 Observation of important meetings of operational divisions by directors is extremely
useful for directors to monitor the execution of duties of corporate officers, and will
be continued. In addition, video/audio recordings of the meetings will be shared forthe benefit of directors who were unable to attend.
3 The reporting on business execution will be oriented toward concise reporting
focused on the essentials. The content of materials should be of uniform granularity,organized in terms of issues, and designed to clarify the issues to be discussed.
4 Ensure early distribution of the agenda for the Board of Directors meetings. The
advance explanations of the agenda items will be conducted in a group format, andthe corporate officer or department manager who submits the agenda item will
provide the explanation. This will secure sufficient time for substantial deliberations
at the Board of Directors meetings.
5 After a Board of Directors meeting, the hhc Governance Committee will review the
Board of Directors meeting of the day, confirm items to be followed up, and request
reports from corporate officers as necessary, in order to improve the effectivenessof management oversight.
(2) Outside Directors & the hhc Governance Committee(a) Plan “Issues in FY2023”
1 Information sharing and consideration of the succession plan proposed by the CEO
will continue to take place in the hhc Governance Committee with all directors
participating in the discussion. Outside directors will play the central role in being
deeply involved in developing members of the management team, including
candidates for the next period’s CEO. We will establish more opportunities for face31

to-face interaction, such as exchanging opinions with candidates. In addition, we
will consider objective and transparent ways to evaluate candidates.
2 Forums will continue to be provided for dialogues between stakeholders (patients,
shareholders, and employees) and outside directors, while also continuing the cycleof reflecting on forums for engagement and leveraging these for the oversightfunction of the Board of Directors.
3 We will systematically establish multiple opportunities for free discussion without
set themes in meetings of the hhc Governance Committee. We will proactively
request reports from operational divisions to the Board of Directors and the hhc
Governance Committee, etc., regarding important matters necessary for theoversight of management, based on the things discussed in free discussions.
4 The subcommittees of the hhc Governance Committee will not only gather
information, but will also examine the contents of reports from operational divisions,
identify issues, etc., and monitor progress, thereby contributing to enhancement of
discussions regarding the themes that are handled. Moreover, we will establish aprocess that leads effectively to better discussions in meetings of the hhc
Governance Committee and monitoring of business by the Board of Directors.
(b) Do (Execute) and Check (Evaluate) “Confirmation and Evaluation of the Status of
Response in FY2023”
1 Information sharing and review of the CEO succession plan was conducted 3 times.
It was confirmed that there is a need to devise ways to be more involved in thedevelopment of future management team members, and to consider objective andtransparent methods of evaluating candidates.
2 Organized opportunities for dialogue with stakeholders and establishedopportunities to reflect on the forum for engagement.
3 Free discussion was conducted at the hhc Governance Committee. Only 1 meeting
was held, as there was no need to hold multiple meetings.
4 It was confirmed that further enhancement of the operation of the subcommittee andclarification of its role in relation to the hhc Governance Committee should beconsidered.
(c) Action (Improvement) “Issues for FY2024”
1 Regarding the CEO succession plan, the hhc Governance Committee will continue
to share information and review the succession plan proposed by the CEO. In
addition, opportunities will be provided for directors to engage in direct dialogue32with candidates for the purpose of developing and evaluating future management
team members.
2 Dialogue with stakeholders (patients and the people in the daily living domain,
shareholders, and employees) will continue to be planned and conducted, and thecycle of reflecting on the dialogue and reflecting insights obtained to the
management oversight of the Board of Directors will be maintained and continued.
3 The subcommittees of the hhc Governance Committee will strive to enhance theiractivities. All of the subcommittees are tasked with important themes, and the roles
and operations of the subcommittees will be considered, including how they should
be organized in the future.
4 With regard to the evaluation of corporate governance, the Company will improve
the system by reviewing the routine and uniform operation of the system as it
becomes more established.
5 A forum will be provided for outside directors to freely discuss issues without settinga theme, as necessary.
6 Outside directors will utilize the knowledge of inside directors to further deepen
their understanding of the details pertaining to business execution.
(3) Nomination, Audit, and Compensation Committees(a)Plan “Issues in FY2023”
1 The Nomination Committee will again make the roles expected of outside directors
and inside directors clear, and otherwise continue considering the basic thinking
and issues related to the election of candidates for directorships in Eisai, which is acompany with a nomination committee, etc., system. In the future as well, theCommittee will strive to ensure diverse candidates for outside directorships who
have a variety of experience and backgrounds.
2 The Audit Committee will continue efforts to make substantial improvements in thecontents of reports to the Board of Directors and will provide reports in a timely
manner, and will request separate reports according to theme in meetings of theBoard of Directors, etc., in order to improve further the management oversightfunction of the Board of Directors.
3 The Compensation Committee will strive to operate the new director compensation
system and corporate officer compensation system appropriately, and will inspectissues related to operation, which will be to further improve and enhance the system.

33

(b)Do (Execute) and Check (Evaluate) “Confirmation and Evaluation of the Status of
Response in FY2023”
1 Decided to enhance the content of the criteria for appointing inside and outside
directors and the skill matrix, and disclose them in the reference documents of the
Notice of Convocation of the General Meeting of Shareholders.
2 Improved the quality and timeliness of reports to the Board of Directors, and sharedmatters deemed important with the Board of Directors in a timely manner.
3 Confirmed issues related to the new compensation system for corporate executives
and further improved and enhanced the system.
(c) Action (Improvement) “Issues for FY2024”
1 The Nomination Committee will continuously consider various issues related to theselection of director candidates (diversity of directors, increasing the number ofwomen directors, board succession, etc.) and strive to select director candidates inorder to provide more effective management oversight.
2 The Audit Committee will continue to further improve the quality and timeliness of
its reports to the Board of Directors.
3 The Compensation Committee will strive to properly administer the compensation
system for directors and corporate officers introduced in FY2023, and to further
improve and enhance the system.
(4) Internal Controls, Risks and Other Matters Related to Corporate Governance(a) Plan “Issues in FY2023”
1 We will continue requesting reports on issues related to cybersecurity and thehandling of those issues.
2 We will establish many opportunities for face-to-face dialogue, including not only
meetings of the Board of Directors and each Committee, but also training meetingsand onsite visits, etc., to facilitate communication between directors and corporate
officers and to establish deeper mutual understanding.
3 We will continue to request that assigned corporate officers share information
regarding efforts related to human capital, including the active participation of
women.
- We will continue to establish opportunities for dialogue with employees.
- We will gain a sufficient understanding of the status of employee engagement inmeetings of the Board of Directors or the hhc Governance Committee.

34

4 In regard to the oversight of management by outside directors, the Board of Directors
will, as necessary, consider holding lectures, etc., on individual themes by outside
experts.
(b) Do (Execute) and Check (Evaluate) “Confirmation and Evaluation of the Status of
Response in FY2023”
1 A report on IT security enhancement measures and other matters was presented to theBoard of Directors and discussed.
2 Many opportunities were provided for face-to-face dialogue, including workshops
and visits to business sites.
3 A report on human capital initiatives, including women’s advancement and employee
engagement, was presented to the Board of Directors and the hhc GovernanceCommittee and discussed. Dialogue with employees was also actively conducted.
4 Lectures were held by outside experts on the themes of “acquiring knowledge on
cybersecurity” and “management oversight.”(c) Action (Improvement) “Issues for FY2024”
1 Request reports to the operational divisions as necessary to provide ongoing oversightof the progress of the digital transformation and the development of the IT
infrastructure, including cybersecurity measures.
2 Seek timely information sharing from operational divisions regarding important
disclosures related to management, and strive to provide appropriate oversight as theBoard of Directors.
3 Ensure appropriate risk management and internal controls in the process of enhancing
the benefits to patients and the people in the daily living domain and the corporate
value of the Company.
[Supplementary Principles 4-14-2 Director and Auditor Training]
In order to deepen the understanding of the Company’s business activities and businessenvironment further, enhance deliberations by the Board of Directors, and fully utilize theoversight function, outside directors plan and carry out various training sessions as well
as opportunities to interact with operational divisions (corporate officers, employees, etc.).
1. Training Sessions for Outside Directors
・ Before beginning their terms the candidates for the new outside directors, these
directors were provided with an overview of the Company and explanations of theCompany’s Corporate Concept, state of business, important matters concerning
corporate governance, various stipulations related to officers, and more.
35

・ After the new directors began their terms, the assigned corporate officers anddepartment managers held briefing sessions (17 times in total) in order to deepen
the new directors’ understanding of the Company. Subject matters included theCompany’s business activities, trends in the pharmaceutical industry, the current
business environment, and concrete examples of hhc activities, etc. Directors otherthan those just beginning their terms also voluntarily joined these briefing sessions
to get the latest information.
・ Sessions were conducted by outside experts to share and discuss the latest
information about benefit corporations.
・ Compliance training for inside directors and corporate officers was carried out.
Outside directors also voluntarily participated in this training.
2. Communication with Corporate Officers
・ Training for newly appointed outside directors was based on in-person briefings,
with corporate officers providing individual explanations of their areas of
responsibility and sharing information on the Company’s business contents andactivities. Lively discussions were also held.
・ In addition to the in-person briefings, these training sessions utilized online
conferences. Outside directors besides the newly appointed ones also voluntarily
participated. In addition, by filming the corporate officers’ briefings and Q&A
sessions, we have made the sessions available for on-demand viewing by directors.
・ The corporate officer in charge of the China region visited Japan together with thelocal top management team to share information and hold discussions on the riskspresent in the region, such as government-concentrated purchasing.
・ Director Richard Thornley paid a visit to Eisai Europe Ltd. in Hatfield, U.K., wherein addition to viewing the facilities, he also held a dialogue with the corporate
officer in charge of the EMEA region.
[Principle 5-1 Policy for Constructive Dialogue with Shareholders]
The Board of Directors has stipulated the necessity of endeavoring to maintain favorable
and smooth relationships with stakeholders in order to enhance a long-term corporate
value, in the Company’s “Corporate Governance Principles” which stipulates the basic
guidelines regarding its corporate governance. Based on these basic guidelines, in orderto deepen the mutual understanding, the Company continues to implement measures suchas visit by Outside Directors for a dialogue with institutional investors, in addition to theregular meetings to exchange opinions between institutional investors and Outside
Directors.
36

Also, the Company has established an Information Disclosure Guidelines. In addition, as
persons in charge of information disclosure, the Company has appointed the CEO, CFO,
Corporate Officers and responsible persons for IR/PR, as well as the Company group’s
officers and employees designated by these persons in order to ensure the consistency anduniformity of the Company's information disclosure.
The Company discloses information on the Company’s business and financial situations
to shareholders and investors in an active, fair, impartial, and timely manner, andpromotes IR activities that contribute to further improvement of corporate value. The IR
Department collaborates with relevant departments for daily operations, and holds
quarterly financial result announcements and a yearly information meeting led by CEO
in addition to meetings with individuals, analysts and institutional investors. Furthermore,
the IR Department has been issuing the Integrated Report since FY2015 and Value
Creation Report since FY2021 as a tool for constructive dialogue. IR activities, including
feedback from investors, are reported to the Board of Directors on a regular basis, andresults of periodic investigations of shareholder composition are also reported to theBoard of Directors.
We thoroughly conduct information management of insider information when holding
dialogues with shareholders, through internal training, non-disclosure agreements andother means.
[Principle 5-2 Determination/Announcement of Management Strategy and Management
Plans and Action to Implement Management That is Conscious of Cost of Capital andStock Price]
In order to enhance corporate value through the realization of our corporate concept ofefficiently achieving the social good of “relieving anxiety over health” and “reducing
health disparities,” we endeavor to build relationships of trust with a broad range ofstakeholders, including customers, shareholders, and members of the community. In
addition, we conduct our corporate activities by treating both the practice of corporatesocial responsibility and the maximization of shareholder value, employee value, andvalue for patients and people in the daily living domain as material issues for
management. Furthermore, under the “EWAY Future & Beyond” medium-term businessplan, we have expanded the key players of the healthcare to which we must contributeto include not only those in the medical domain, but also the people in the daily living
domain. With the desire to “empower people to realize their fullest life” as our vision,
we endeavor to offer science-based solutions.
Moreover, we consider equity spread (ROE in excess of the cost of shareholders’ equity)
as a KPI of corporate value, and aim to generate a positive equity spread on average37over 10 years in the medium- to long-term. Although pharmaceutical companies areoften considered defensive stocks in the stock market, the Company conservatively
estimates an 8% cost of shareholders’ equity. With the aim of achieving these goals, ourcapital policy revolves around “medium- to long-term Return on Equity (ROE)
management,” “stable and sustainable shareholder returns,” and “value-creative
investment criteria.” With regard to strategic investments in particular, the Company has
established Value-Creative Investment Criteria (VCIC), with net present value (NPV)and internal rate of return (IRR) spreads using approximately 200 different risk-adjusted
hurdle rates as the KPIs to ensure value creation.
In addition, as we maximize long-term shareholder value, we believe it is important toemphasize not only “financial capital” but also the “non-financial capital” that leads toexpanded value-add in the market, and to strengthen disclosures regarding non-financial
capital. We believe that the value of non-financial capital can be determined by themarket using PBR (Price Book-value Ratio) as market value added that exceeds
financial capital, and that PBR is an important indicator. We will strive to increase
market value-added by quantifying and carefully disclosing the many social impacts
produced by our diverse business activities through impact-weighted accounting andother methods.
Through these activities, we will pursue the creation of a positive equity spread over the
medium- to long-term and value creation in excess of the cost of shareholders’ equity.
In addition, we hold various dialogues with institutional investors, assuming anappropriate level of stock price. We aim to maximize intrinsic corporate value (social
impact + financial value) while the company is in rapid growth with the growth of
Alzheimer’s disease treatment LEQEMBI.
2. Capital structure
Percentage of Foreign Shareholders: 30% or more
[Status of Major Shareholders] (Update）
Name/Company name

Number ofPercentage

shares held

held of allshareholder
voting rights(%)

The Master Trust Bank of Japan, Ltd.
(Trust Account)

52,017

18.12

Custody Bank of Japan, Ltd. (Trust Account)

33,47311.66

38

Name/Company name

Number ofshares held

Percentage
held of allshareholder
voting rights(%)

State Street Bank and Trust Company 505001

20,080

7.00

Nippon Life Insurance Company

6,500

2.26

State Street Bank West Client - Treaty 505234

5,081

1.77

SSBTC Client Omnibus Account

4,713

1.64

Saitama Resona Bank, Limited

4,300

1.50

4,212,169

1.47

JP Morgan Chase Bank 385781

3,543

1.28

JP Morgan Securities Japan Co., Ltd.

3,543

1.23

The Naito Foundation

Predominant Shareholders (excluding parent company): -------------------Parent Company: None
Supplementary explanation(Update):
1 Numbers of shares are rounded down to the nearest thousand.
2 The shareholding ratio is the percentage of the total number of shares issued (excluding
treasury shares).
3 Treasury shares amounted to 9,531 thousand shares (3.21% of the total number ofshares issued) and are not shown in the table because they have no voting rights.
4 The following large shareholding reports (change reports) were submitted by the endof the current fiscal year, but are not shown in the table if they cannot be confirmed in
the shareholders’ register as of the end of the current fiscal year, or if the number ofshares held does not fall into the top 10 shareholders. The holding percentage enclosed
in parentheses is the percentage of the total number of issued shares including treasury
stock (rounded down).
(1) As of August 15, 2017, eleven companies including BlackRock Japan Co., Ltd.
jointly hold 18,308 thousand shares (6.17%). (Amendment report dated August21, 2017)(2) As of July 15, 2020, three companies including Nomura Securities Co., Ltd. jointly
hold 18,380 thousand shares (6.20%). (Amendment report dated July 21, 2020)(3) As of September 15, 2020, Bank's Shareholdings Purchase Corporation holds
14,945 thousand shares (5.04%). (Large shareholding report dated September 23,
2020)
39

(4) As of August 31, 2022, the Wellington Management Company, LLP holds 20,752
thousand shares (7.00%). (Amendment report dated September 5, 2022)(5) As of September 29, 2023, Sumitomo Mitsui Trust Asset Management Co., Ltd. andNikko Asset Management Co., Ltd. jointly hold 16,353 thousand shares (5.51%).
(Amendment report dated October 5, 2023)
3. Corporate profile
Listed stock markets and market section: Tokyo, Prime market
Accounting period: Ends in March
Type of business: Pharmaceuticals
Employees (consolidated): 1,000 or more
Sales (consolidated): ¥100 billion or more, less than ¥1 trillion
Consolidated subsidiaries: more 10, less than 50
4. Indicator concerning strategy of protection of minority stockholders when having
dealings with predominant stockholders-----------5. Other circumstances that may significantly affect corporate governance------------

II. The status of management decisions, business management organization related
to administration and oversight, and other corporate governance systems
1. Organizational composition and operation
Organization type: Company with a Committees System[Directors]
Number of directors stipulated in the Articles of Incorporation: 15
Term of office stipulated in the Articles of Incorporation: 1 year
Chair of Board of Directors: Outside Director
Number of directors: 11[Outside Directors]
Number of Outside Directors: 7
Number of independent directors who are Outside Directors: 7
40

Relationship to the company (1) (Update)
Name

Characteristics

Relationship toCompany [*1]

Yumiko Miwa

Academic--

Fumihiko Ike

Came from another company--

Ryota Miura

Attorney--

Richard Thornley

Came from another company--

Toru Moriyama

Came from another companyu--

Yuko Yasuda

Came from another company--

Takuji Kanai

Certified public accountant--[*1] Types of relationship to the company
a. Person who executes business of a listed company or its subsidiary
b. Person who executes business or a non-executive director of a listed company's
parent company
c. Person who executes business of a fellow listed company
d. Person/entity for which a listed company is a major client or a person who executes
business for such person/entity
e. Major client of a listed company or a person who executes business for such clientf. Consultant, accounting expert, or legal expert who receives large amounts of cash orother assets other than director/auditor compensation from a listed company
g. Major shareholder of a listed company (in cases where the shareholder is a
corporation, a person who executes business of the corporation)h. Person who executes business for a client of a listed company(excluding persons categorized as d, e, or f above)
i. Person who executes business for another company holding crossdirectorships/cross-auditorships with the company
j. Person who executes business for an entity receiving contributions from a listedcompanyk. Other41

theRelationship to the company (2) (Update)
Name

YumikoMiwa(Independent
officer for
notifications tostock
exchanges)

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

Meeting“Requirements
for theIndependence andNeutrality of
OutsideDirectors” thatwere stipulated by
the Nomination
Committee. (Seethe final page fordetails.)<Reason for Selection>
Ms. Miwa is a specialist in ESG and corporate
governance. She possesses deep knowledge offields ranging from research (securities market
theory, institutional investor theory) toengagement with institutional investors incorporations, corporate governance, ESG
investments, and socially responsible investments.
She also has a high level of expertise in financeand accounting, as well as a keen understanding
and supervisory ability in management. The
Nomination Committee expects that she will use
this knowledge and experience to contribute todecision-making regarding management as well as
executing management oversight duties
objectively.In the Board of Directors, she fulfills
her responsibility in overseeing management
based on specialized and extensive knowledge of
ESG and corporate governance, providing
opinions with reference to other companies’ cases,
and seeking explanations, etc. In the hhc
Governance Committee, she heads asubcommittee to inspect efforts towardsustainability and points out issues and makes
recommendations, etc., from a medium- to-longterm perspective. As a member of the Audit
Committee as well, she formulates audit plans andrequests explanations regarding the results ofinvestigations and subsequent follow-up actions,while also presenting her opinions at meetings of
the Audit Committee, as needed, thereby fulfillingher expected role. In addition, she actively
participates in dialogue with female employees
42

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

and engages in activities such as exchanging
various opinions from a female perspective.
<Policy for Independence and Neutrality>
There is no transactional relationship between Pigeon
Corporation and the Company. The Nomination
Committee has confirmed that Ms. Miwa meets theconditions for outside directors stipulated by theCompanies Act and the “Requirements for the
Independence and Neutrality of Outside Directors”
established by the Nomination Committee. Based on
the above, the Nomination Committee has determinedthat she is suitable as a director of the Company.
In addition, she does not fall under any of therequirements of Article 211 Paragraph 4 Item 6 of theOrdinance for Enforcement of Securities Listing
Regulations.
Fumihiko
Ike(Independent
officer for
notifications tostock
exchanges)

Meeting“Requirements
for theIndependence andNeutrality of
OutsideDirectors” thatwere stipulated by
the Nomination
Committee. (Seethe final page fordetails.)<Reason for Selection>
Mr. Ike has experience being responsible for overseas
operations and IT, serving as CFO and chairman at
Honda Motor Co., Ltd., as well as extensive
experience in management of a company that conducts
operations globally and serving as the chair of anindustry association, giving him a high level of insightand supervisory capabilities in management. The
Nomination Committee expects that he will use thisknowledge and experience to contribute to decisionmaking regarding management as well as executing
management oversight duties objectively. As the chairof the Board of Directors, he constantly strives toenhance the effectivenessof the Board of Directors by demonstrating leadership
through implementation of new initiatives
rather than adhering only to conventional approaches
43

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

and methods. In addition, he makes requests and points
out issues to operational divisions from a medium- tolong-term perspective, and expresses candid opinions
to the management team. As chair of the hhc
Governance Committee, he leads discussions aimed at
improving the management oversight function, andstrives for continuous enhancement of corporate
governance. Further, he actively listens to frankopinions from institutional investors, employees, andothers, and takes the initiative in dialogue withstakeholders, such as carefully explaining the activitiesof the Board of Directors, etc.
<Policy for Independence and Neutrality>
Although there is a history of transactions between the
Company and NTT Data Group Corporation, as well
as a group bank of Resona Holdings, Inc., the amount
was less than 2% of the consolidated sales of theCompany and those 2 companies. Moreover, although
the Company also has borrowings from a group bankof Resona Holdings, Inc., the amount is less than 2%of the consolidated net assets of the Group. As
indicated above, the Nomination Committee has
confirmed that he meets the conditions for outside
directors stipulated by the Companies Act and the“Requirements for the Independence and Neutrality of
Outside Directors” established by the Nomination
Committee. Based on the above, the Nomination
Committee has determined that he is suitable as adirector of the Company.
In addition, he does not fall under any of therequirements of Article 211 Paragraph 4 Item 6 of theOrdinance for Enforcement of Securities Listing
Regulations.
44

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

Ryota Miura

Meeting“Requirements
for theIndependence andNeutrality of
OutsideDirectors” thatwere stipulated by
the Nomination
Committee. (Seethe final page fordetails.)<Reason for Selection>
Mr. Miura is an expert in law and the Companies
Act, and has abundant experience and a history ofworking as an attorney focusing on corporate legal
affairs. In addition, he has a high level ofknowledge of corporate governance, risk
management, and compliance, etc., and experience
as an outside officer at other companies. The
Nomination Committee expects that he will use
this knowledge and experience to contribute todecision-making regarding management as well as
executing management oversight duties.
At meetings of the Board of Directors, he utilizes
his broad knowledge as an expert in law and theCompanies Act, as well as deep insight regarding
corporate governance, to point out issues andprovide his opinions as necessary. In addition, heorganizes, ethically and logically, thinking
regarding the direction of discussion in situations
in which discussions cross each other, providing
highly convincing opinions that contribute toconsensus-building and decision-making within
the Board of Directors. As a member of the Audit
Committee as well, he formulates audit plans,requests explanations regarding the results ofinvestigations and subsequent follow-up actions,while also presenting his opinions and advice atmeetings of the Audit Committee as needed,fulfilling his expected role. On the hhc
Governance Committee, he leads a subcommitteethat conducts information gathering on activism
trends and institutional investors’ exercise of
voting rights, as well as examining various
responses by operational divisions. He provides(Independent
officer for
notifications tostock
exchanges)

45

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

specialized and timely recommendations to ensure
the continuous improvement of corporate value
and the protection of stakeholders’ interests.
<Policy for Independence and Neutrality>
There is no transactional relationship between
Miura & Partners, TechMatrix Corporation,
Tokyo Electron Ltd., and the Company. The
Nomination Committee has confirmed that hemeets the conditions for outside directors
stipulated by the Companies Act and the“Requirements for the Independence andNeutrality of Outside Directors” established by the
Nomination Committee. Based on the above, theNomination Committee has determined that he issuitable as a director of the Company.
In addition, he does not fall under any of therequirements of Article 211 Paragraph 4 Item 6 of
the Ordinance for Enforcement of Securities
Listing Regulations.
RichardThornley(Independent
officer for
notifications tostock
exchanges)

Meeting“Requirements
for theIndependence andNeutrality of
OutsideDirectors” thatwere stipulated by
the Nomination
Committee. (Seethe final page fordetails.)<Reason for Selection>
Mr. Thornley has abundant global experience as acorporate manager in the aerospace and defense
industries. Currently, he holds a position of
responsibility in a consulting firm, providing
support for the entry of foreign companies into theJapanese market, demonstrating a high level ofbusiness acumen and supervisory capabilities inmanagement. The Nomination Committee expects
that he will use this knowledge and experience tocontribute to decision-making regarding
management as well as executing management
oversight duties objectively. At meetings of theBoard of Directors, he utilizes his abundant
46

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

experience and knowledge of international
business and risks as a corporate manager and his
unique values and perspective as a foreigner as heoffers candid observations and opinions, etc., asneeded. He also provides opinions on IT security
and other areas of expertise, and contributes by
setting up opportunities to gather informationfrom outside experts, etc. Further, as the chair of
the Compensation Committee, he strives to ensure
the appropriate operation of the new compensation
system for officers, identify operational issues,
demonstrate leadership in improving andenhancing the system, report the results to theBoard of Directors, and respond to questions
during meetings of the Board of Directors. In the
hhc Governance Committee and the Nomination
Committee, he makes various proposals andprovides opinions and advice as needed, fulfillingthe expected role.
<Policy for Independence and Neutrality>
Mr. Thornley is not concurrently employed by any
company or organization with a relationship ofinterest. The Nomination Committee has
confirmed that he meets the conditions for outside
directors stipulated by the Companies Act and the“Requirements for the Independence andNeutrality of Outside Directors” established by the
Nomination Committee. Based on the above, theNomination Committee has determined that he issuitable as a director of the Company.
In addition, he does not fall under any of therequirements of Article 211 Paragraph 4 Item 6 of
the Ordinance for Enforcement of Securities
47

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

Listing Regulations.

Toru
Moriyama(Independent
officer for
notifications tostock
exchanges)

Meeting“Requirements
for theIndependence andNeutrality of
OutsideDirectors” thatwere stipulated by
the Nomination
Committee. (Seethe final page fordetails.)<Reason for Selection>
Mr. Moriyama has extensive global experience inmanagement, including leading efforts to utilize
M&A, etc., to enter new sectors and activities totransform a business from an intermediate food
distribution into a comprehensive food trading
company that involves business investment,
during his tenure at Mitsubishi Shokuhin Co., Ltd.
He also demonstrated leadership in promoting
digital transformation (DX) by utilizing vast
amounts of data in food wholesale and stablishingdata distribution for reducing food loss. He
possesses a high level of insight into management
and strong supervisory capabilities. The
Nomination Committee expects that he will use
this knowledge and experience to contribute todecision-making regarding management as well as
executing management oversight duties
objectively. On the Board of Directors, he utilizes
abundant experience and knowledge gained
working in management of a company that
implements business related to comprehensive
trading companies and the food industry globallyto point out issues and provide opinions, etc., withan understanding of the essence and key points ofissues, as necessary, thereby contributing tomanagement oversight. Further, as the chair of theNomination Committee, he demonstrates
leadership by reconstructing fundamental thinking
48

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

regarding the election of director candidates andexploring a roadmap for increasing the ratio of
female directors. He reports the results to theBoard of Directors and responds to questions, etc.,
during the Board’s meetings. In the hhc
Governance Committee and the Compensation
Committee, he makes various proposals andprovides opinions and advice as needed, fulfillingthe expected role.
<Policy for Independence and Neutrality>
Although there is a history of transactions between
the Company and Mitsubishi Shokuhin Co., Ltd.,the amount was less than 2% of the consolidated
sales of both companies. As indicated above, theNomination Committee has confirmed that hemeets the conditions for outside directors
stipulated by the Companies Act and the“Requirements for the Independence andNeutrality of Outside Directors” established by the
Nomination Committee. Based on the above, theNomination Committee has determined that he issuitable as a director of the Company.
In addition, he does not fall under any of therequirements of Article 211 Paragraph 4 Item 6 of
the Ordinance for Enforcement of Securities
Listing Regulations.
Yuko
Yasuda(Independent
officer for
notifications tostock
exchanges)

Meeting“Requirements
for theIndependence andNeutrality of
OutsideDirectors” that

<Reason for Selection>
Ms. Yasuda has served as the Japan representative
for a foreign executive search firm for many years,
accumulating rich experience in executive
development and talent assessment. Currently, sheworks for a consulting firm and is engaged in
activities such as board of directors evaluation of
49

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

were stipulated by
the Nomination
Committee. (Seethe final page fordetails.)

the boards of directors and management teams,
support for nomination committee activities, andCEO succession planning for Japanese companies.
She possesses abundant global experience incorporate management, as well as a high level of
insight into management and excellent supervisory
capabilities. The Nomination Committee expects
that she will use this knowledge and experience tocontribute to decision-making regarding
management as well as executing management
oversight duties objectively. On the Board of
Directors, she actively engages in questioning
with positivity and candor, drawing on her
specialized knowledge in leadership development,
organizational management, human resources, andcorporate governance, along with rich experienceand knowledge as a member of a corporate
management team. She contributes tomanagement oversight by pointing out issues and,as necessary, providing opinions, etc., thatsometimes challenge fundamental principles andideologies. In addition, as a member of theNomination Committee and the Compensation
Committee, she offers opinions andrecommendations based on her experience indirector appointments and provides specialized
opinions and advice on compensation systems forcorporate executives. On the hhc GovernanceCommittee, she fulfills the expected role byproviding various proposals, opinions, and advice,
as needed, based on a high level of expertise incorporate governance.

50

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items<Policy for Independence and Neutrality>
The Company has no transactional relationshipwith Board Advisors Japan, Inc., Murata
Manufacturing Co., Ltd., or Nissui Corporation.
The Nomination Committee has confirmed that
she meets the conditions for outside directors
stipulated by the Companies Act and the“Requirements for the Independence andNeutrality of Outside Directors” established by the
Nomination Committee. Based on the above, theNomination Committee has determined that she issuitable as a director of the Company.
In addition, she does not fall under any of therequirements of Article 211 Paragraph 4 Item 6 of
the Ordinance for Enforcement of Securities
Listing Regulations.
Takuji Kanai(Independent
officer for
notifications tostock
exchanges)

Meeting“Requirements
for theIndependence andNeutrality of
OutsideDirectors” thatwere stipulated by
the Nomination
Committee. (Seethe final page fordetails.)<Reason for Selection>
Mr. Kanai has experience as a certified public
accountant and an auditor who has conducted
audits in the telecommunications, automobile,
pharmaceutical, heavy machinery, food, retail,railroad, and other industries. In addition, he hasabundant experience gained working inmanagement of an audit firm and a global
professional firm. He also has a high level of
insight into management as well as excellent
supervisory ability. The Nomination Committee
expects that he will use this knowledge andexperience to contribute to decision-making
regarding management as well as executing
management oversight duties objectively.
<Policy for Independence and Neutrality>
There is no transactional relationship between
51

Name

Supplementary
Explanation ofConforming Items

Supplementary Explanation of Conforming Items

KPMG Asia Pacific and the Company. Although
there is a history of transactions between the
Company and KPMG AZSA LLC, the amount
was less than 2% of the consolidated sales of bothcompanies. As indicated above, the Nomination
Committee has confirmed that he meets theconditions for outside directors stipulated by theCompanies Act and the “Requirements for the
Independence and Neutrality of Outside
Directors” established by the Nomination
Committee. Based on the above, the Nomination
Committee has determined that he is suitable as adirector of the Company. In addition, he does not
fall under any of the requirements of Article 211
Paragraph 4 Item 6 of the Ordinance for
Enforcement of Securities Listing Regulations.

[Individual Committees]
Committee composition and attributes of chair
All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

Committee
Chair

Nomination
Committee

3

0

0

3

OutsideDirector

Compensation
Committee

3

0

0

3

OutsideDirector

Audit
Committee

5

0

2

3

OutsideDirector

52

[Corporate Officers]
Number of Corporate Officers: 21
Status of additional duties (Update)
Additional Duties as Director
Name

Representative
Authority

Nomination
Committee
MemberAdditional
Compensation
Duties as
Committee
Employee
MemberHaruo Naito

Yes

Yes

No

No

No

Yasushi Okada

Yes

No

No

No

No

Keisuke Naito

Yes

No

No

No

No

Terushige Iike

No

No

No

No

No

Gary Hendler

No

No

No

No

No

Tatsuyuki Yasuno

No

No

No

No

No

Yanhui Feng

No

No

No

No

No

Masatomi Akana

No

No

No

No

No

Takashi Owa

No

No

No

No

No

Lynn Kramer

No

No

No

No

No

Sayoko Sasaki

No

No

No

No

No

Shohei Kanazawa

No

No

No

No

Yes

Akiko Nakahama

No

No

No

No

No

Kazuhiko Tamura

No

No

No

No

Yes

Teruyuki Masaka

No

No

No

No

No

Mitsuo Kosaka

No

No

No

No

No

Shin Ujiie

No

No

No

No

No

Toshitaka Asano

No

No

No

No

Yes

Mitsuru Shomon

No

No

No

No

Yes

Makoto Hoketsu

No

No

No

No

Yes

Shin Kato

No

No

No

No

No

[Auditing Structure]
Directors and employees responsible for assisting in execution of the duties of the
Audit Committee: Yes
Independence of said directors and employees from Corporate Officers
The Management Audit Department has been established as a department specializing in
assisting in execution of the duties of the Audit Committee, and maintains its
53

independence from Corporate Officers through the following setup.
- The Management Audit Department shall be organized independent of the Corporate
Officers of the Company.
- The director and staff of the Management Audit Department shall perform their duties
under the direction of the Audit Committee and Audit Committee Members of theCompany.
- The director and staff of the Management Audit Department shall be appointed,
reassigned, and disciplined by the Representative Corporate Officer and CEO of theCompany with the consent of the Audit Committee of the Company.
- Decisions on personnel evaluation of the director and staff of the Management Audit
Department will be conducted by the Audit Committee of the Company.

Status of link between the Audit Committee, Accounting Auditors and Internal
Auditors<Auditing Activities of the Audit Committee in Relation to the Accounting Auditor>
The Audit Committee conducted the following auditing activities in relation to the
Accounting Auditor.
- The Audit Committee received the yearly accounting audit plans of the Accounting
Auditor, confirmed the contents, and deliberated on whether to approve audit
compensation, etc.
- The Audit Committee received explanations of the results of audits, etc., conducted by
the Accounting Auditor regarding quarterly and year-end financial statements, andconfirmed the contents. In addition, the Audit Committee obtained information
concerning internal control audits.
- As necessary, the Audit Committee attended the individual audits conducted by the
Accounting Auditor and confirmed the status of implementation of the audit.
- The Audit Committee received reports on matters related to the execution of duties ofaccounting auditors as stipulated in Article 131 of the Rules of Company Accounting,and confirmed the contents.
- In accordance with the stipulations of Auditing Standards Committee Statement 260, a
document issued by the Japanese Institute of Certified Public Accountants, the Audit
Committee obtained regular reports from the Accounting Auditor and exchanged
opinions regarding important audit procedures and other matters. The Audit Committee
also discussed “Key Audit Matters” (KAM) listed as required by the Financial
Instruments and Exchange Act of Japan, and requested explanations of the contents asnecessary.
54

- The Audit Committee evaluated the auditing firm to which the Accounting Auditor
belongs, as well as the quality of the audits conducted by the Company’s engagement
partners and the audit team in charge of the Company, in light of the various activitiesof the Accounting Auditor, the results of investigations by regulatory authorities, andother information.
<Auditing Activities of the Audit Committee in Relation to Internal Audit Departments,
etc.>
The Audit Committee conducted the following audit activities in relation to the
Corporate Officer responsible for internal audits and the Internal Audit Department, as
well as the Corporate Officer responsible for internal control and the Risk Management
and Corporate Internal Control Departments.
- The Audit Committee obtained annual audit plans and reports on the results of individual
audits carried out by the internal audit departments of the Group, confirmed theirsuitability, and shared information related to Audit Committee activities throughmonthly meetings with the corporate officer responsible for internal audits and the
Corporate Internal Audit Department*1. Individual audits include evaluation of internal
control over financial reporting under the Financial Instruments and Exchange Act ofJapan.
- The Audit Committee obtained information on risk-management activities and efforts
to promote internal controls through regular meetings with the corporate officer
responsible for internal control and the Corporate Compliance and Risk Management
Department. In addition, the Audit Committee received monthly reports on the state ofoperation of the Compliance Counter.
[*1] In order to strengthen independence, the Company has assigned the executive
internal auditor who manages the internal auditing of the Group, overseen by the
corporate officer responsible for internal audits. The auditor work with the Corporate
Internal Audit Department, as well as internal audit departments in each region including
Japan, the United States, Europe, China, and Asia to perform internal audits globally. In
regard to global audits, the manner in which key risks to achievement of the Corporate
Concept are being managed for the Group and the locations of issues are being managed
centrally, efforts are being made to encourage improvements, and the results arereported to the Board of Directors, the Audit Committee, and the Executive Board. Further,in addition to being responsible for evaluating the establishment and operation of internal
control related to financial reports required by the Financial Instruments and Exchange
Act of Japan, we conduct environment and safety audits at laboratories, plants, and otherfacilities in Japan and overseas from the perspective of sustainability and compliance with55

the Industrial Safety and Health Act and other various laws and regulations. Moreover, inorder to improve the quality of the Group’s audits, we have established multiple
opportunities to share information with the Accounting Auditoron a regular basis and are
striving to collaborate toward accurate and efficient internal audits. In addition, an
external evaluation committee composed of outside experts meets regularly for wideranging evaluation of major internal audit reports and the results of self evaluation ofinternal audit activities, etc.Please see Compliance, Risk Management and Internal Audit
on our website.
https://www.eisai.com/sustainability/management/compliance/index.html[Independent directors]
Number of independent directors: 7
Other matters regarding independent directors
Our 7 outside directors satisfy the“Requirements for the Independence and Neutrality of
Outside Directors” set forth by the Nomination Committee. (Please see the final page ofthis document.) The Nomination Committee has determined the“independence andneutrality” of each outside director by checking matters related to the requirements basedon interviews of the individuals in question as well as investigations of the transactional
relationships between the Company and the companies and organizations with which they
are affiliated. In addition, the Nomination Committee has selected outside directors basedon the “selection criteria for outside directors” established by the Nomination Committee.
All 7 outside directors fulfill the requisites for outside director as specified in Article 2,
Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act and thecriteria for independent officers as established by the Tokyo Stock Exchange.
[Incentives]
Status of the implementation of measures to give incentives to directors andCorporate Officers
Performance-based compensation system implemented.
Supplementary explanation of the above
As a company that offers performance-based compensation, we grant bonuses and stockbased compensation to corporate officers.
The Company’s stock-based compensation system is a medium- to long-term incentive
plan that annually provides company stock to corporate officers through a trust based on
the achievement level of ESG EBIT, relative P/B ratio, and Materiality Company-wide56

performance targets.
Moreover, the performance-based compensation for corporate officers who have been
appointed from overseas subsidiaries consists of a medium- to long-term incentive system
instead of stock-based compensation.
The process for determining bonuses and stock-based compensation is given on the page
[Director/Corporate Officer Compensation].
Stock option recipients----------Supplementary explanation of the above-----------[Director/Corporate Officer Compensation]
Disclosure status of compensation of individual directors: Not disclosed
Disclosure status of compensation of individual Corporate Officer: Only a part ofcompensation is disclosed
Supplementary explanation of the above (Update)
The officers for whom consolidated compensation, etc., was ¥100 million or more in
FY2023 are the following 5 individuals. The amounts for each are given below.
- Haruo Naito, Representative Corporate Officer and CEO ¥211 million- Yasushi Okada, Representative Corporate Officer and COO ¥120 million- Gary Hendler, Senior Vice President¥218 million- Yanhui Feng, Senior Vice President¥189 million- Lynn Kramer, Vice President¥297 million* Gary Hendler receives compensation from Eisai Europe Ltd. (U.K.). Lynn Kramer
receives compensation from Eisai Inc. (U.S.A.). Yanhui Feng receives compensationfrom Eisai China Holdings Ltd. (China). The compensation for each is based on thedecision of the Compensation Committee. The total amount of compensation received
is shown for each individual.

Policy regarding the determination of compensation and method of calculation
Yes
57

Disclosures of policy regarding the determination of compensation and method of
calculation
1) Determination of Compensation, etc.
Compensation paid to directors and corporate officers is determined by the Compensation
Committee. All 3 members of the Company’s Compensation Committee, including thechair, are outside directors, and the Compensation Committee places emphasis on an
objective perspective and transparency. The Compensation Committee has the authority
to determine the content of compensation of individual directors and corporate officers of
the Company. It determines (1) policy concerning decisions on the content ofcompensation of individual directors and corporate officers, (2) the content ofcompensation of individual directors and corporate officers, and (3) the evaluation of thedegree of attainment of Company-wide performance targets and the individual
performance targets of each corporate officer for the performance-based compensation of
corporate officers. The Compensation Committee may also deliberate on compensation,etc., for directors and corporate officers separately and take exceptional measures in cases
where it deems such action necessary.
2) Basic Policy Regarding the Determination of Compensation
The Compensation Committee examines various issues concerning the compensation
paid to directors and corporate officers, confirms the level of compensation each year,
and determines the compensation system for the following year. In regard toconsideration of issues related to compensation, etc., and the level of compensation,etc., the Compensation Committee shares information during meetings of the hhc
Governance Committee, which consists of all outside directors, considers the issues
in light of the discussions held in that setting. In addition, the Committee proactively
incorporates and utilizes data, etc., from outside specialized organizations.
I. Compensation System for Directors
1) Basic policy concerning compensation, etc., paid to directors
The basic policy concerning compensation, etc., paid to directors shall be as follows.
Set the compensation, etc., of directors so that the contents are suitable to motivatethem to fully carry out their management oversight function, which is their duty, inorder to improve the common interests of stakeholders and increase long-term
corporate value.
Pay compensation, etc., to directors with a portion of it consisting of stock, from theperspective of sharing profit-consciousness that is the same as shareholders.
582) Overview of the compensation system for directors- Base compensation (cash) is a fixed amount and is paid on a monthly basis.
- The shares granted upon retirement is vested each year that the director has served afull term of office after taking office, accumulated and managed annually for theduration of the director’s term of office, and granted upon retirement as a director.
- The level of base compensation of outside directors and inside directors is aimed at
the upper middle range for the industry.
- The Chair of the Board of Directors and each Committee Chair receive additional
compensation for their service as Chair.
- The proportion of compensation, etc., for directors is as shown below.

II. Compensation System for Corporate Officers
1) Basic policy concerning compensation, etc., paid to corporate officers
The basic policy concerning compensation, etc., paid to corporate officers shall be as
follows
1. Set the contents of the compensation, etc., of corporate officers to be competitive, with
the importance and heaviness of the duties assigned to the corporate officer sufficiently
reflected. This will make it possible to contribute to achievement of the hhc concept,
attract excellent human resources that can play an active role globally, and improve themorale of corporate officers regarding execution of business.
2. Determine the compensation, etc., of corporate officers with weight placed on
performance/outcomes obtained as a result of fulfilling the Company’s Charter ofBusiness Conduct as an hhceco company as stipulated in the Articles of Incorporation.
This will increase the convincingness of the compensation of members of the
management team.
3. Set the contents of the compensation, etc., of corporate officers so that they are strongly
motivated to contribute not only to short-term performance based on the results of eachfiscal year, but also to improvement of the Company’s medium- to long-term corporate
value, achievement of social good, and the sustainability of society. This will respondbroadly to the expectations of stakeholders and contribute to achievement of the
Corporate Concept.
59

4. Determine compensation, etc., of corporate officers using objective and suitableevaluation criteria and a fair and transparent process, after setting appropriate
performance targets and incentives that strike a balance between “risk, return, andimpact.”* Through this, set fair and convincing contents of compensation and motivate
corporate officers to take on challenges, while being accountable to stakeholders.
* Risk (aggressive investment of resources, etc., in research and development, etc.), return(Company-wide financial performance indicators), and impact (the social impact ofbusiness activities)2) Overview of the new compensation system for corporate officers- Compose the compensation, etc., of corporate officers with base compensation (fixedamount), performance-based compensation (variable amount) in the form of bonuses,
and stock-based compensation.
- Base compensation is a fixed amount and is paid by cash on a monthly basis.
- Bonuses are calculated based on the attainment of performance targets set each year
and are generally paid in July (once a year).
- The portion granted during the term of office of the stock-based compensation will be
granted after the end of the period subject to evaluation according to the attainment of
medium- to long-term (3-year) performance targets.
- The shares granted upon retirement is vested each year that the corporate officer has
served a full term of office after taking office, accumulated and managed annually forthe duration of the corporate officer’s term of office, and granted upon retirement as acorporate officer.
- The proportion of compensation, etc., for directors is as shown below.

* The ratio of the base compensation and performance-based compensation of
corporate officers from overseas subsidiaries is set in accordance with the market data
for each country, so actual amounts may differ from those given in the figure.
The contents of the compensation, etc., of corporate officers are set by global job grade
and at a level intended to be in the upper middle range for the industry, in order to makethe contents of compensation, etc., competitive, with the importance of corporate
officers’ duties and the size of their responsibilities reflected.

60

Job Grade of Corporate Officers- An indicator of the size of the required duties and the standard for determining
compensation, etc.
- The job grades of corporate officers are determined by using the Willis Towers
Watson Global Grading System to measure job grades in an objective manner, andreflecting the Company’s own evaluation of job responsibilities, etc., on theobjectively measured job grades.
In order to sufficiently reflect Company-wide performance in management compensation,
performance-based compensation is aimed to constitute at least 50% of totalcompensation, using a mechanism that increases its percentage of total compensation as
the job grade gets higher.
Bonuses consist of bonuses that are determined based on the degree of attainment ofCompany-wide performance targets (Bonus A) and bonuses that are calculated based on
the degree of attainment of individual performance targets (Bonus B). The ratio of thebase amount for calculation of Bonus A and Bonus B shall be 50:50.

The degree of attainment of Company-wide performance targets for Bonus A is
determined based on an evaluation of financial indicators (return) and non-financial
indicators (risk and impact), and Bonus A is paid in a range of 0% to 250%.

61

The degree of attainment of individual performance targets for Bonus B is determinedbased on an evaluation of the individual performance targets, and the bonus is paid in therange of 0% to 150%. The individual performance targets of all corporate officers include
at least 20% of the targets in the following aspects as social good targets for the realizationof the corporate image stipulated in the Articles of Incorporation.
- DE&I (Diversity, Equity, & Inclusion) initiatives- Ensuring cyber security to protect patient information and ensure a stable supply- Contributing to social impact through improved access to pharmaceuticals
Corporate officers’ stock-based compensation is linked to medium- to long-term (3-year)

performance, and consists of a portion to be granted at the end of the period subject toevaluation (portion granted during the term of office) and a portion that vests at the endof each 1-year term of office and is granted upon retirement (portion to be granted uponretirement).
The portion granted during the term of office is performance-based compensation that62can reflect medium- to long-term performance and contributions to ESG. The 3 evaluation
indicators are listed in the table below, and are designed to ensure objectivity andtransparency by balancing the concept of performance targets of “risk, return, and impact”
as stated in the Basic Policy on Compensation, etc. for Corporate Officers, and byreflecting medium- to long-term performance in a simple and appropriate manner. The
evaluation period is set at 3 years. The portion granted during the term of office will range
from 0% to 150% based on the attainment of these goals.
The portion granted upon retirement is vested each year that the corporate officer has
served a full term of office after taking office, accumulated and managed annually for theduration of the corporate officer’s term of office, and granted upon retirement as an officer.
If the term of office as an officer is less than 3 years, the officer is not eligible.

6) Total Amount of Compensation Paid to Directors and Corporate Officers (Update)
The grand total of compensation paid to directors and corporate officers in FY2023 (from
April 1, 2023, to March 31, 2024) was as indicated below.
Total FY2023 Officer Compensation

63

(Note) 1 As directors also serving as a corporate officer are only compensated as acorporate officer, the compensation of the Director, Representative Corporate
Officer and CEO is included in the amount for corporate officers.
2 The base compensation amount is the total amount of base compensation paid
to each applicable director and corporate officer for their term in office in
FY2023. The base compensation for directors includes shares to be granted
upon retirement.
3 The amount of bonus shown for corporate officers is the sum of the total
amount of accrued bonuses to be paid to eligible corporate officers in July 2024
for the period from April 2023 to March 2024, and the difference between the
total amount of bonuses paid to eligible corporate officers in July 2023 for theperiod from April 2022 to March 2023 and the amount of bonus allowancedisclosed in the FY2022 business report. The degree of attainment ofCompany-wide performance targets (financial) used for stock-based
compensation granted in July 2023 was 135%, and the average of the degree ofattainment of individual targets was 101%.
4 The amount of stock-based compensation shown for corporate officers is thesum of “(1) one-third of the total amount of accrued stock-based compensation
to be granted to eligible corporate officers in July 2026 for the period from
April 2023 to March 2026,” “(2) the total amount of accrued stock-based
compensation to be granted in July 2024 for the period from April 2023 toMarch 2024 as a transitional measure in connection with the change in thestock-based compensation system,” “(3) one-half of the total amount of accrued
stock-based compensation to be granted in July 2025 for the period from April
2023 to March 2025, similarly as a transitional measure,” and “(4) the
difference between the total amount of stock-based compensation and othercompensation granted in July 2023 for the period from April 2022 to March2023 and the amount of stock-based compensation allowance disclosed in the
FY2022 business report” ((1) + (2) + (3) + (4)). The degree of attainment ofCompany-wide performance targets (non-financial) used for the stock-based
compensation granted in July 2023 was 88%. The stock-based compensationof corporate officers includes the shares to be granted upon retirement. The
amount indicated is based on the total amount obtained by multiplying the total
number of the Company’s common stock granted or scheduled to be granted to
the relevant corporate officer by the unit price of the Company’s shares held bya trust.
5 Stock options have been abolished since the transition to the stock-based
compensation system in June 2013, and no necessary expenses for accounting
had been recorded since FY2015, and are therefore not shown in the table.
6 A total of 6,953 shares of the Company’s stock were granted during the fiscal
year to 17 corporate officers as compensation for the execution of duties during
the period from April 2022 to March 2023, in accordance with the decision of
the Compensation Committee. In regard to the stock-based compensation of
corporate officers, half of the shares granted based on the decision of theCompensation Committee according to the degree of attainment of Companywide performance targets (non-financial) is granted as stock, and half isconverted within the trust then paid as a monetary amount equivalent to theshares converted to cash.
64

7 See page 121 for the performance indicators (Company-wide performancetargets, etc.) used to calculate performance-based compensation during thisfiscal year.
8 Three outside directors who are members of the Compensation Committee
examined and reviewed the contents of the individual compensation, etc., for
directors and corporate officers related to the current fiscal year and confirmedthat they conform to the basic policy for compensation, etc., determined by theCommittee.
[Outside Director Support System]
Support Structure for the Board of Directors and Committees(1) Board of Directors
The Board of Directors Secretariat has been established as a department to support theBoard of Directors and carry out the following duties.
a. Preparing agenda items and related materials for the Board of Directors and holding
prior discussions with the Chair of the Board of Directors
b. Providing information to directors in a prompt manner and explaining agenda items
in advancec. Drafting, keeping, and controlling the minutes from meetings of the Board of
Directors
d. Appropriately managing confidential information related to the Board of Directors
and ensuring its security(2) Nomination Committee, Compensation Committee, and hhc Governance Committee
The Board of Directors Secretariat carries out the following secretariat duties for the
Nomination Committee, Compensation Committee, and hhc Governance Committee.
a. Preparing agenda items and related materials for the Committees and holding priordiscussions with the Chairs of the Committees
b. Explaining agenda items to committee members and meeting attendies in advancec. Drafting, keeping, and controlling the minutes from meetings of the Committees
d. Implementation of measures, etc., in accordance with instructions from Committees
and Committee members (requesting corporate officers to give reports to Committees andreceiving such reports, supporting the use of external consultants, external experts, etc.
and acting as a point of contact)(3) Audit Committee
The Company has established a Management Audit Department independent ofoperational divisions as a specialized organization to provide support for the Audit
65

Committee. As the secretariat for the Audit Committee, the Management Audit
Department is responsible for the following duties.
a. Carrying out surveys, etc. in accordance with instructions from the Audit Committee
and members of the Audit Committee (requesting corporate officers to give reports to
the Audit Committee and receiving such reports, attending important meetings,
monitoring and verification of the activities of the auditing team from the Accounting
Auditor, drafting audit plan proposals, etc.)b. Preparing agenda items and related materials for the Audit Committee and holding
prior discussions with the Chair of the Audit Committeec. Providing information to members of the Audit Committee in a prompt manner andexplaining agenda items in advanced. Drafting, keeping, and controlling the minutes from meetings of the Audit Committeee. Providing the necessary information on matters for deliberation by the Audit
Committee to directors who are not members of the Audit Committee[Status of Persons retired from the office of President & Representative Director,etc.]Name, etc., of the Senior Advisor, Advisor, etc. who was President & Representative
Director, etc.
Name

Title/

Job

Position---

Working

Dateof

Style/Conditions

retirement(Full-time/Part-time,

office, such as

Remuneration, etc.)

President--

Term of Office

from

-

Total number of Senior Advisors, Advisors, etc., who were President & Representative
Director, etc.: None (0)Other matters
We sometimes appoint our former Corporate Officers/Directors to Senior
Advisor/Advisor positions. Their role is to give advice as needed in accordance withrequests from the management and to engage in specific duties.

66

2. Business execution, auditing/oversight, nomination, compensation determination,etc., functions
1) Overview of the Company’s corporate governance system
The core aspect of Eisai’s corporate governance is the clear separation between the
management oversight function and the management implementation function,
through which maximum benefit is obtained from Eisai’s status as a Company with aNomination Committee, etc., System. To ensure that this is carried out as thoroughly
as possible, the Company appoints independent, neutral Outside Directors. That is tosay, while the Board of Directors grants wide discretionary authority to theCompany’s Corporate Officers, in order to enhance the effectiveness and flexibilityof operational execution, at the same time, while ensuring autonomy and enhancing
management vitality through the establishment of internal controls by Corporate
Officers, the whole of the execution of operation by the Corporate Officers is
supervised by the Board of Directors (more than half of whose members are Outside
Directors), which enjoys the trust of shareholders, thereby ensuring that management
is conducted fairly through the best possible decision-making.
Please refer to the “Requirements for the Independence and Neutrality of Outside
Directors” prescribed by the Company’s Nomination Committee, which are presented
on the final page of this document.
2) About the Company’s corporate organs
As a Company with a Nomination Committee, etc., System, Eisai has established theBoard of Directors and Nomination, Audit, and Compensation Committees requiredby law, with the Corporate Officers required by law being appointed by the Board of
Directors. Furthermore, although such a committee is not required by law, theCompany has also established hhc Governance Committee the membership of it iscomposed of the company’s Outside Directors. The chairman of the company’s Boardof Directors and the chairs of the Nomination, Audit, and Compensation Committees
are all appointed from among the Outside Directors, creating an organizationalframework that permits highly transparent operation. The makeup and main
responsibilities of the Company’s corporate organs are as described below.
(1) Board of Directors (11 directors (including 2 woman); 7 Outside Directors and4 internal directors; the Chairman of the Board of Directors shall be appointed
from among the Outside Directors, for a term of one year)
a. Determine the important matters required by law, the Articles of Incorporation,and the Regulations of the Board of Directors, including basic management
policies, the appointment of corporate officers, and determination of67

dividends, etc.
b. Oversee the execution of duties by directors and corporate officers on thebasis of reports from corporate officers, as well as reports from theNomination Committee, the Audit Committee, the Compensation
Committee, and the hhc Governance Committee.
(2) Nomination Committee (3 Members (including 1 woman); all of whom must be
Outside Directors; the chairman shall be an Outside Director, appointed for aterm of one year)
a. Determine the content of the proposals related to the selection or retirementof directors made to the General Meeting of Shareholders.
b.Based on the awareness that the viability of the Company’s corporate
governance system is supported by the presence of outside directors whoconstitute a majority of the Board of Directors, establish the “Requirements
for the Independence and Neutrality of Outside Directors” for the selection of
independent and neutral outside directors.
c. Decide on director candidates with diverse backgrounds to enable the Boardof Directors to meet the expectations of various stakeholders as well as
demonstrate oversight functions.
d. Establish basic policies, rules, and procedures necessary for the execution ofduties by the Nomination Committee.
(3) Audit Committee (5 Members (including 1 woman), of which 3 shall be Outside
Directors and 2 shall be internal directors; the chairman shall be an Outside
Director, appointed for a term of one year)
a. Conduct audits in accordance with laws and regulations, the Articles ofIncorporation, and rules established by the Board of Directors and the Audit
Committee.
b. Primarily conduct the following audits and create audit reports.
- Audits of the execution of duties by directors and corporate officers- Audits of business reports and annexed detailed statements- Accounting audits of financial statements (including confirmation of theappropriateness of audit methods and results by monitoring and verifying theactivities of the Accounting Auditor)- Audits of the status of the maintenance and operation of internal controls
conducted by corporate officers in accordance with the rules adopted by the
Board of Directors
68

- Audits of the adequacy of internal audit activities performed by the internal
audit departments- Audits of the status of business, operations, and assets of Group companies
other than the Company (Audit of the corporate officer in charge)c. Determine proposals related to the selection, dismissal, and nonreappointment of accounting auditors to be submitted to the General Meetingof Shareholders. In addition, give consent to the amount of compensation andother conditions for the Accounting Auditor.
d. Conduct audits in accordance with the audit plan established for each fiscal
year by directing the Management Audit Department, an organization
independent from corporate officers.
(4) Compensation Committee (3 Members (including 1 woman); all of whom must
be Outside Directors; the chairman shall be an Outside Director, appointed fora term of one year)
a. Determine the policy related to deciding the content of the compensation, etc.,
of directors and Corporate Officers and the content of the compensation, etc.,
for each individual with fairness and transparency.
b. Determine the compensation, etc., of directors so that the contents are suitable
to motivate them to fully carry out their management oversight function, whichis their duty, in order to improve the common interests of stakeholders andincrease long-term corporate value.
c. Determine the compensation, etc., of corporate officers to be competitive, fullyreflecting the importance of the duties and weight of responsibility of corporate
officers, to enhance the acceptability of the compensation as managementcompensation, and to strongly motivate corporate officers to improve themedium- to long-term corporate value of the Company, realize social good,and contribute to the sustainability of society.
d. Actively utilize outside research data, etc., as well as examine the adequacy ofthe process for determining compensation, etc., in order to ensure objectivity
in the compensation, etc., of directors and Corporate Officers.
e. Establish basic policies, rules, procedures, etc., necessary for the execution of
the duties of the Compensation Committee.
(5) hhc Governance Committee (7 Members (including 2 woman), all of whomshall be Outside Directors, appointed for terms of one year)
The composition and roles of the hhc Governance Committee are as follows.
69

a. Actively engage in dialogue with stakeholders and use the knowledge gained
to improve discussions in the Board of Directors.
b. Share information and provide advice and other recommendations regarding
the Representative Corporate Officer and CEO’s proposed plans forgrooming candidates to fill the role of Representative Corporate Officer and
CEO in the future.
c. Evaluate the effectiveness of the management oversight function of the Boardof Directors. If any issues emerge in the operations of the Board of Directors
or other boards or committees, propose the relevant improvements to theBoard of Directors.
d. Carry out broad discussions on the Company’s corporate governance andbusiness matters, and work to make continuing improvements to theCompany’s corporate governance.
3. The reasons for choosing the current corporate governance system
In June 2004, the Company revised its Articles of Incorporation at the Ordinary General
Meeting of Shareholders and adopted the Company with Committees System (the current
Company with a Nomination Committee, etc., System) in order to further enhance
corporate governance.
With the adoption of the Company with Committees System, the Company increased thenumber of Outside Directors to comprise more than half of the Board of Directors. The
Company aimed to increase the transparency and fairness of management, strengthen the
supervisory function of the Board of Directors for overall management, enhance thequality of management, and improve benefits to shareholders, customers, employees, andother stakeholders. Meanwhile, by granting Corporate Officers the authority to makewide-ranging decisions related to management, the Company aimed to promote flexible
management, heighten competitiveness, create a structure that enables the achievementof human health care (hhc), which is the Company’s Corporate Philosophy, and revitalize
corporate management by securing autonomy through internal control by Corporate
Officers.

70III. Status of the implementation of measures related to shareholders and other interested
parties

1. Status of implementation of measures for revitalization of the general meetingof shareholders and smoothing of the execution of voting rights (Update)
Supplementary Explanation
Early notification of convocation Commencement date of measures for electronicof general meeting ofprovision in Japanese: May 16, 2024 (29 days
shareholders
before the general meeting)Japanese booklet shipping date: May 28, 2024 (17days before the general meeting)
Scheduling of general meetingof shareholders away from“concentrated days”

The dates for the Ordinary General Meeting of
Shareholders for the past three years have been as
follows, with efforts to avoid “concentrated days”.
110th Ordinary General Meeting of Shareholders:
Friday, June 17, 2022
111th Ordinary General Meeting of Shareholders:
Wednesday, June 21, 2023
112th Ordinary General Meeting of Shareholders:
Wednesday, June 14, 2024

Electronic execution of voting
rightsElectronic execution of voting rights from PC,
mobile phone, etc., via a voting website

Implementation of a voting
rights execution platform andeffort to improve the exercising
a voting rights system

A voting rights execution platform for institutional
investors has been implemented since the regular
general meeting of shareholders held in June
2006.

Offer in English of Notice ofConvocation (summary)The notice of convocation is made in English, andmade public on our website.

Other

To provide a thorough explanation at the General
Meeting of Shareholders, the Chairperson himself
makes a presentation on performance reports andbusiness strategies. Furthermore, shareholders
may actively engage in discussions and a Q&A
session is also included in this regard. In order toensure an environment in which each shareholder
is able to exercise his or her voting rights, a voting
website with a shareholder registry system is71Supplementary Explanation
provided by a shareholder registry administrator
as well as other electronic voting platforms. In
addition, the notices of convocation are thoroughin conveying the relevant information, aredistributed in both English and Japanese versions,and are published on the Company’s website.
Since the general meeting in June 2020, theCompany will be broadcasting the meeting live
over the Internet and accepting questions inadvance via the website.
2. Status of activities related to IR
Supplementary Explanation

Explanationfrom theRepresentative

Establishment
and publicationof disclosure
policyManagement information is disclosed
proactively, fairly, impartially and in a timely
manner to ensure corporate transparency. In thisway, we hope to meet the expectations of our
stakeholders, including patients, families,
caregivers, consumers, medical professionals,
payers, shareholders, and employees, gain theirunderstanding of the Group, and maintain andimprove their trust. This basic stance has been
established and disclosed as the Eisai Group
Information Disclosure Policy.

Hold regularmeeting for
personal
investors.

The Eisai Group holds explanatory meetings asneeded, in cooperation with securities firms, etc.
Then, through an IR-style presentation, we
explain the content of those meetings toshareholders at the General Shareholder
Meeting.

Yes

Hold regularmeetings foranalysts andinstitutional

The Eisai Group settles accounts quarterly. In
conjunction with this, a settlement explanation
meeting for analysts and institutional investors isheld four times annually. Further, a yearly

Yes

72

Supplementary Explanation

Explanationfrom theRepresentative

investors.

information meeting is held separately from thesettlement explanation meeting to explain theGroup’s strategy.
After issuing the integrated report, a roundtablediscussion about the integrated report in which
CFO mainly gives explanations is held foranalysts, institutional investors, and the media
with high interest in ESG. In addition, the Groupholds specialized explanation meetings whenappropriate to explain R&D issues. At thismeeting, the Corporate Officer in charge of
research and development explains the status andresults of research and development, as well as
strategy, and answers questions.

Hold regularmeetings forinvestors
outside Japan.

We conduct regular visits to investors outside
Japan. In addition, Eisai representatives actively
participate in conferences, large meetings, andsmall meetings organized by individual
securities companies for institutional investors
outside Japan, providing explanations andanswering questions.

Yes

Post IR
materials on thewebsite.

A website for shareholders and investors has
been created on the company website. Alongwith posting the articles of incorporation,
financial statements, reference materials, andmaterials of explanation meetings for analysts
and institutional investors, videos ofrepresentatives from explanation meetings areposted in both Japanese and English as soon as
they are released. In addition, performancehighlights/research and development status
summarizing the status of business performanceand research and development, the Integrated
Report, yearly IR schedules, stock

Yes

73

Supplementary Explanation

Explanationfrom theRepresentative

procedures/stock prices, announcement offinancial statements / electronic announcements,
etc., are posted on the website. Moreover, asystem has been set up making it possible tosend questions related to IR directly to the IR
Department via the Internet.
http://www.eisai.com/ir/index.html
Establish
departments(responsible
parties) for IR.

Investor Relations Department is set up under
the Corporate Officer of Investor Relations.
IR activities are being conducted with thecooperation of the Research and Development
Section, the Corporate Management Planning
Department, the Finance & Accounting Divisionand the General Affairs Department as well asother related departments.

-

3. Status of efforts to consider the standpoint of stakeholders
Supplementary Explanation
Rules regarding
consideration of thestandpoint of
stakeholders throughcompany
regulations, etc.

Consideration of the standpoint of stakeholders is clearlyprescribed in Eisai’s corporate philosophy which has been
established in the text of the articles of incorporation. A
summary is given below.
Eisai believes that its stakeholders are patients and their families,
shareholders, and our employees. Through the following
activities, Eisai strives to increase the value for our stakeholders
as well as develop and maintain good relationships.
1. Satisfying unmet medical needs, providing information andservices that contribute to the awareness and prevention of
diseases, ensuring a stable supply of high-quality products,
and providing useful information on a range of topics, suchas drug safety and effectiveness;
2. Contributing to a sustainable society with a long-term
perspective;
3. Enhancing the common interests of shareholders, improving
74Supplementary Explanation

4.

long-term corporate value, providing a positive return toshareholders, and disclosing corporate management
information in a timely manner; andEnsuring stable employment, respecting human rights anddiversity, providing full opportunities for growth in supportof self-fulfillment, and creating an employee-friendly
environment.

The Company aims to nurture human assets who can continually
generate innovation even under a rapidly-changing businessenvironment. (The Company sees employees as important
assets and refers to human resources as “human assets.”) The
foundation of the Company’s human resources development ishaving each employee gain an understanding of the true needs ofpatients through sharing time with them. This generates
motivation to know the joys and sorrows of patients and to create
solutions to eliminate their anxieties. The Company has
incorporated sharing with patients in a variety of internal training
programs and is strengthening human resources development.
To open the way for the vision of the medium-term business plan
“EWAY Future & Beyond,” the Company promotes selfinnovation and works to develop independent human resources
with a sense of ownership.
In FY2020, as group, in-person training became difficult due tothe COVID-19 pandemic, we executed various training online.
Utilizing the benefits of online sessions, each training session
was short and the content was given continuity, with sessions
being held regularly. Furthermore, due to an increase in thoseworking remotely from home, we needed to implement a reformof our management style. In FY2020, we held practicalmanagement courses with a focus on department managers, andwe are promoting initiatives to revitalize communication withinorganizations.
In addition, in October 2012, the Eisai Group released the “Eisai
Diversity Declaration” and worked to familiarize all officers andemployees with the Declaration. We have established the75Supplementary Explanation
Diversity Committee, and will promote the provision of aworkplace in which women are able to flourish, theestablishment of an environment in which the human resources
who support global development can play an active role, and thecreation of a system under which middle-aged individuals, seniorcitizens, and young people work together to create new value.
Implementation ofenvironmental
protection activities,
CSR activities, etc.

As a human health care (hhc) company, the Group strives toaccomplish the social good of “relieving anxiety over health” and“reducing health disparities.” We view the global environment as
the foundation of business activities, and established the “Eisai
Environmental Management Vision.” Based on this Vision, in
addition to climate change countermeasures aimed at achieving“2050 Net-Zero” and SBT 1.5°C target by FY2030, we areworking on sustainable use of water, recycling of resources,
preservation of biodiversity, and proper management of chemical
substances.
We believe that a corporate value is determined by taking into
account not only its financial value but also non-financial value,
including ESG (environment, social, and governance) factors.
The Group is conducting business based on the hhc concept, andhas strengthened our ESG initiatives, including businessconsiderating global environment (environment), improving
access to medicines, developing human resources, as well as
ensuring Diversity, Equity and Inclusion (social), and ensuringtransparency in management (governance).
We position these initiatives as being consistent with the
Sustainable Development Goals (SDGs), the international goals
adopted at the United Nations Summit.
Please refer to the "Value Creation Report" for detailed
information on our activities.

Establishment andpublication of
disclosure policy

Management information is disclosed proactively, fairly,
impartially and in a timely manner to ensure corporatetransparency. In this way, we hope to meet the expectations of
our stakeholders, including patients, families, caregivers,
consumers, medical professionals, payers, shareholders, and76Supplementary Explanation
employees, gain their understanding of the Group, and maintainand improve their trust. This basic stance has been establishedand disclosed as the Eisai Group Information Disclosure Policy.

IV. Basic philosophy and status of preparation of internal control systems
1. The system for assurance of appropriate business operations (Update)
The Company, in accordance with Article 416 of the Companies Act and Article 112 of
the Ordinance for Enforcement of the Companies Act, stipulated “Rules Concerning
Items Necessary for the Performance of Duties by the Audit Committee” and “Rules
for Preparing Necessary Systems for Ensuring the Suitability in the Performance ofDuties by Corporate Officers” at the Eisai Board of Directors meeting. Both rules are
given below.
1) Rules Concerning Items Necessary for the Performance of Duties by the Audit
Committee(Objective)
Article 1 The purpose of these rules is to establish items necessary for the
performance of duties by the Audit Committee of the Company, in
accordance with Companies Act Article 416 Section 1 Part 1 Subparagraphb), as well as the Ordinance for Enforcement of the Companies Act Article
112 Section 1.
2 In these rules, “ENW” means a group of corporate entities consisting of
the Company and its subsidiaries and affiliates, and “ENW Entity” means
each entity within ENW.
(Items regarding the directors and employees of the Company who assist in the dutiesof the Audit Committee of the Company)
Article 2 The Company shall establish a Management Audit Department to assist in
the duties of the Audit Committee of the Company. The directors of theCompany shall not be assigned to assist in the duties of the Audit Committeeof the Company.
2 The director and staff of the Management Audit Department shall follow
employment and work regulations for items not established by these rules.
(Items regarding the independence of the employees in the preceding Article from the77Corporate Officers of the Company and items regarding ensuring the effectiveness of the
instructions of the Audit Committee of the Company to such employees)
Article 3 The Management Audit Department shall be organized independent of the
Corporate Officers of the Company.
2 The director and staff of the Management Audit Department shall performtheir duties under the direction of the Audit Committee and Audit Committee
Members of the Company.
3 The director and staff of the Management Audit Department shall be
appointed, reassigned and disciplined by the Representative Corporate
Officer and CEO of the Company with the consent of the Audit Committeeof the Company.
4 The decision on personnel evaluation of the director and staff of theManagement Audit Department will be conducted by the Audit Committeeof the Company.
(The system for officers and employees of ENW Entity to report to the Audit Committee)
Article 4 The Corporate Officers of the Company shall report monthly to the Audit
Committee of the Company regarding the following items related to theirassignments and organization under their oversight, supervision or
management, including whether or not such relevant items exist, and shallreport immediately highly important matters of the items such as incidents
that cause or may cause ENW significant damage, or that violate or may
violate laws or the Articles of Incorporation to the Audit Committee.
(1) Disasters and accidents related to operations(2) The fact that operations have been stopped for a half day or longer(3) The fact that a lawsuit has been brought, and its status(4) Cases that violate compliance policies (including facts subject toinvestigation)(5) Requests for cooperation in an investigation, investigation, summons,visits (excluding regular investigations), warnings, guidance, orders,
recommendations, suspension of operation, or other measures taken by
public officials(6) Infringement or the danger of infringement of assets or rights by a third
party(7) Bankruptcy, the danger of bankruptcy, or termination of a contract, bya major customer(8) Matters or information other than the above (1) through (7) that may
78cause the ENW Entity serious damage or have significant effect(9) Facts that Officers and employees of the ENW Entity, who madereports or provided information pursuant to Sections through 2 to 6 ofthis Article, were treated disadvantageously because they made thereports or provided the information(10) Other matters to be reported as stipulated by the Audit Committee of
the Company*1 “Oversight” shall mean having the general oversight responsibility as
the head of the reporting line.
*2 “Supervision” shall mean having supervision of the relevantorganization or business not as the head of the reporting line.
*3 “Management” shall mean having a grasp of the situation by receiving
report(s) from the relevant business or organization.
2 If the officers and employees of the ENW Entity become aware of any item
provided in each item of Section 1 of this Article, they shall immediately
report to the Corporate Officer of the Company who overseas, supervises, ormanages such item. In the case where it would be inappropriate to report to
the Corporate Officer himself/herself is concerned in the event, for example,
the Officers and employees of the ENW entity shall report to (i) the Corporate
Officer of the Company other than the Corporate Officer at issue or (ii) the
Compliance Counter.
3 The Corporate Officer who supervises the promotion of ENW’s complianceshall immediately make a report to the Audit Committee of the Company inthe case of highly important matters, out of the matters which are reported to
the Compliance Counter, such as incidents that cause or may cause ENW
significant damage, or that violate or may violate laws or the Articles ofIncorporation.
4 The Officers and employees of the ENW Entity may report to the Audit
Committee of the Company concerning the above item (4) of Section 1 ofthis Article, which is related to the Corporate Officers of the Company.
5 The Auditors or the Audit Committee of the ENW Entity in Japan, thePeople’s Republic of China, South Korea, and Taiwan, except for theCompany, shall periodically report information regarding audits results by
the auditors, etc., in such ENW Entity to the Audit Committee of theCompany.
5 The officers and employees of the ENW companies shall promptly make aproper report when a report on items regarding the execution of business is79

requested by the Audit Committee of the Company.
6 The Corporate Officers and employees of the Company shall inform the
Audit Committee of the Company of the schedules of important meetings.
(Systems for ensuring that the person making a report in the preceding Article does notreceive disadvantageous treatment on the grounds of having made such report)
Article 5 The Representative Corporate Officer and CEO of the Company shallprepare and operate a system in order to ensure that the officers andemployees of the ENW Entity who make a report to the Audit Committee or
Corporate Officer of the Company or contact the Compliance Counter under
the preceding Article do not receive disadvantageous treatment on the
grounds of having made such report or contact.
(Items regarding policies for the processing of expenses and obligations that arise withrespect to the execution of duties of the Audit Committee Members of the Company)
Article 6 The Company shall process such expenses or obligations for the executionof duties of the Audit Committee Members of the Company which arerecognized as necessary by the Audit Committee of the Company under theCompanies Act Article 404 Section 4.
(Other systems for ensuring the effective performance of audits of the Audit Committeeof the Company)
Article 7 The Representative Corporate Officer and CEO of the Company shallprepare a system between ENW Entity under which the Audit Committee of
the Company enables the investigation, etc., of the accounting andoperations of ENW Entity.
2 Departments and officers in charge of audits, including the internal audits
of ENW Entity, shall share necessary information regarding audit activities
with the Audit Committee, Audit Committee members, and the Management
Audit Department of the Company through regular meetings, etc., in orderto operate an efficient and suitable auditing system.
3 The Company’s accounting auditor shall report to the Audit Committee
regarding audits by the accounting auditor, as well as other investigations,on a regular basis or as requested by the Audit Committee.
(Familiarization with these rules)
Article 8 The Representative Corporate Officer and CEO of the Company shall take80

measures to familiarize the officers and employees of the ENW companies
with the content of these rules.
(Revisions)
Article 9 These rules can be revised through resolution by the Board of Directors.
* ENW (Eisai Network Companies) refers to the corporate group comprised of
Eisai Co., Ltd., and its consolidated subsidiaries and affiliates.
2) Rules for Preparing Necessary Systems for Ensuring the Suitability in the
Performance of Duties by Corporate Officers(Objective)
Article 1 The purpose of these rules is to establish items necessary for establishment
and operation of a system for ensuring that execution of duties at ENW by
Corporate Officers of the Company is in accordance with laws and the
Articles of Incorporation, and to establish other systems necessary tomaintain the suitability of operations, in accordance with the Companies Act
Article 416 Section 1 Part 1 Subparagraph e), as well as the Ordinance for
Enforcement of the Companies Act Article 112 Section 2.
2 In these rules, “ENW” means a group of corporate entities, consisting of
the Company and the subsidiaries and affiliates of the Company. “ENW
Entity” means each entity within the ENW. “Corporate Officer in Chargeof ENW Entities” means a Corporate Officer who has been appointed by
the Representative Corporate Officer and CEO of the Company tooversee*1, supervise*2 and manage*3 each ENW Entity other than the
Company. “Officers of ENW companies, who execute business operations”
shall mean Corporate Officers of the Company and directors of the ENW
companies other than the Company.
*1 “Oversee” shall mean having the general oversight responsibility as the headof the reporting line.
*2 “Supervise” shall mean having supervision of the relevant organization orbusiness not as the head of the reporting line.
*3 “Manage” shall mean having a grasp of the situation by receiving report(s)from the relevant business or organization.
(Authority)
Article 2 The Board of Directors of the Company receives reports, regarding
establishment and operation of the systems set forth in these Rules, from the81Corporate Officers or the Audit Committee of the Company in order tosupervise the performance of duties of the Corporate Officers pursuant tothese Rules.
2 The Representative Corporate Officer and CEO of the Company shallassign the particular duties set forth in these rules to a Corporate Officerof the Company who will be responsible for such assigned duties.
3 The Corporate Officer of the Company shall perform such duties that havebeen assigned to him/her in compliance with these Rules and provide
reports, regarding establishment and operation of the systems set forth inthese Rules, to the Board of Directors and the Audit Committee of theCompany.
(The system for storage and management of information related to the performance of
duties of Corporate Officers)
Article 3 The Representative Corporate Officer and CEO of the Company shallappoint a Corporate Officer, from among the Corporate Officers of theCompany, who shall supervise ENW with respect to and be in charge ofstorage and management of information related to the performance of duties
of Corporate Officers of the Company, and shall have such Corporate
Officer establish a system and necessary rules on storage and managementof information.
2 The Corporate Officer of the Company, who has been appointed pursuant
to the previous section, shall establish and operate the storage andmanagement rules for prepared information, and report the status thereof to
the Board of Directors and the Audit Committee of the Company.
(The rules and other systems regarding management of the risks of loss in ENW)
Article 4 The Corporate Officers of the Company shall be responsible for managing
risk of loss in ENW in his or her area of assignment. A Corporate Officer in
Charge of ENW Entities shall establish and operate a management systemof a risk of loss in ENW depending on the type, size, significance and otheraspects of the businesses of ENW Entities which he/she has been assigned
to oversee, supervise, and manage.
2 With respect to management of risks of loss that may possibly result insignificant loss to ENW, the Representative Corporate Officer and CEO of
the Company shall appoint a Corporate Officer, from among the Corporate
Officers of the Company, for each area of risk of loss (financial, legal,82environmental, disaster, product quality, and adverse effect, etc.), and suchappointed Corporate Officer shall establish and operate rules, etc. regarding
the risk.
3 The Corporate Officers, who have been assigned to be in charge ofpromoting establishment and operation of an internal control system set
forth in Article 6, shall establish and promote the operation of a system for
the Corporate Officers and employees of the Company to self-evaluate risks
related to their assigned duties.
(The system for ensuring that the duties of Directors, Corporate Officers and employees
of ENW are conducted efficiently)
Article 5 The Board of Directors of the Company shall delegate to the Representative
Corporate Officer and CEO of the Company decision-making for the
performance of the Directors’ duties, excluding those matters to be resolvedby the Board of Directors pursuant to the laws, the Articles of Incorporation,and the Rules of the Board of Directors.
2 The Board of Directors of the Company shall appropriately establish adivision of duties and mutual relationships among the Corporate Officersof the Company.
3 The Representative Corporate Officer and CEO of the Company shallestablish decision-making procedures for important matters in the ENW
and establish and operate a system under which duties are executed
appropriately and efficiently.
4 With respect to matters other than those set forth in the previous section,
the Corporate Officers of the Company shall establish decision-making
procedures for their assigned duties and establish and operate a system sothat such duties are conducted appropriately and efficiently.
5 The Corporate Officer, who has been assigned to be in charge of promoting
establishment and operation of the internal control system set forth in
Article 6, shall monitor the establishment and operation of the systems
pursuant to the previous two sections. The Corporate Officer, who has been
assigned to oversee the execution of internal audit, shall audit theestablishment and operation of such systems.
(The system for ensuring that performance of duties by officers of ENW companies, who
execute business operations, and employees of ENW companies is in accordance withlaws and the Articles of Incorporation)
83

Article 6 The Representative Corporate Officer and CEO of the Company shallappoint a Corporate Officer, from among the Corporate Officers of theCompany, to be in charge of promoting compliance, including the systemfor ensuring that the execution of duties by Officers of ENW Entities, who
execute business operations, and employees of ENW Entities is inaccordance with laws and the Articles of Incorporation, and shall establish adepartment, etc., to support such Corporate Officer in the performance of hisor her duties.
2 The Corporate Officer, who has been assigned to be in charge of promoting
compliance, shall establish a Compliance Handbook and a businessbehavior charter applicable to ENW, clarify norms and behavioral standards
so that Officers of ENW Entities, who execute business operations, andemployees of ENW Entities take actions in compliance with laws and the
Articles of Incorporation, and promote compliance by taking necessary
measures such as training of officers of ENW Entities, who execute business
operations, and employees of ENW Entities.
3 The Corporate Officer, who has been assigned to be in charge of promoting
compliance, shall establish and operate a Compliance Counter as a point ofcontact for consulting about compliance and reporting of compliancematters both inside and outside the Company to strive for the prevention
and early resolution of risks related to compliance, andshall cooperate andperform the foregoing with each Corporate Officer in charge of ENW Entity
each officer in charge of compliance at each ENW Entity and the department
in charge of compliance with respect to ENW Entities other than the
Company.
4 The Corporate Officer who has been assigned to be in charge of promoting
compliance, shall demonstrate a policy of opposing anti-social forces in the
ENW business behavior charter, and shall take necessary measures so that
Officers of ENW Entities, who execute business operations, and employees
of ENW Entities strictly observe such policy and use their best effort on adaily basis in their conduct in this regard.
5 The Representative Corporate Officer and CEO of the Company shallappoint Corporate Officers, from among the Corporate Officers of theCompany, to be in charge of promoting establishment and operation of aninternal control system and to be in charge of executing internal audits,
respectively, and shall establish a department, etc., to support such
Corporate Officers in the performance of his or her duties.
84

6 The Corporate Officers who have been assigned to be in charge of promoting
establishment and operation of an internal control system shall establish
policies regarding internal controls applicable to ENW, and shall have
Corporate Officers and employees of the Company develop a deeper
understanding for internal controls by taking necessary measures such as
training, and shall promote the establishment and operation of an internal
control system, and shall cooperate and perform the foregoing with each
Corporate Officer in charge of ENW Entities, each officer in charge ofinternal control at each ENW Entities and the department in charge ofinternal control with respect to ENW Entities other than the Company.
7 The Corporate Officers, who have been assigned to be in charge of executinginternal audits, shall establish rules for internal audits applicable to ENW,
devise a plan for internal audits, and execute appropriate and efficientinternal audits, and shall have each Corporate Officer in charge of ENW
Entities, each officer in charge of internal audit at each ENW Entitiy, andthe department in charge of internal audit to perform the audit of each ENW
Entities and receive reports with respect to ENW Entities other than the
Company.
8 With respect to professional fields, the Representative Corporate Officer
and CEO of the Company shall appoint a Corporate Officer, from among
the Corporate Officers of the Company, to be in charge, as necessary, of
ensuring compliance with laws and the Articles of Incorporation in suchfield, and shall establish a department, etc., to support such Corporate
Officer in the performance of his or her duties.
(The system for reporting to the Company about matters related to execution of duties
of officers and employees of ENW Entities other than the Company)
Article 7 The Corporate Officer in Charge of ENW companies shall establish a system
under which the Company receives reports from ENW Entities about
managerial important matters and matters set forth in Articles 4, 5, and 6 ofthese Rules depending on the type, size, significance, and other aspects ofthe businesses of ENW Entities, with respect for the autonomy and the
independence of ENW Entities which the Corporate Officer has been
assigned to oversee, supervise, and manage.
2 The Corporate Officer in Charge of ENW Entities shall report importantmatters out of the the report received from ENW Entities to the Board of85

Director and the Audit Committee of the Company.
(Familiarization with these Rules)
Article 8 The Representative Corporate Officer and CEO of the Company shall takemeasures to familiarize the Officers and employees of ENW Entities withthe content of these Rules.
(Revisions)
Article 9 These Rules shall be revised only by resolution by the Board of Directors.
3) Status of Establishment and Operation of Systems for Ensuring Proper Business
Operations
The status of establishment and operation of both sets of rules are given below.
1. Status of Operation of the “Rules Concerning Items Necessary for the Performance ofDuties by the Audit Committee” (hereinafter the “Rules”)a) Items regarding the directors and employees of the Company who assist in the dutiesof the Audit Committee of the Company
The Company has established the Management Audit Department as a department
with responsibilities to aid the duties of the Audit Committee. Staff of the Management
Audit Department perform their duties under the direction of the Audit Committee andaccording to the rules established by the Audit Committee and the audit plan for theindividual fiscal year. Their service is governed by the provisions of work regulations.
Note that there is no director in place to aid the duties of the Audit Committee.
b) Items regarding the independence of the Management Audit Department from thecorporate officers of the Company and items regarding ensuring the effectiveness of
the instructions of the Audit Committee of the Company to the Management Audit
Department
The director and staff of the Management Audit Department have performed theirduties under the direction and orders of the Audit Committee, in accordance with theRules. Evaluations of the director and staff of the Management Audit Department haveall been conducted by the Audit Committee. Management Audit Department staff havebeen appointed and reassigned with the consent of the Audit Committee.
c) System for officers and employees of ENW* companies to report to the Audit
Committee
All corporate officers report monthly to the Audit Committee regarding items
stipulated in the Rules. Important matters have been reported as needed. In addition,86

important internal meetings have been established in the audit plan of the Audit
Committee to monitor the status of discussions and resolutions.
A system is established to ensure highly important compliance-related mattersreported to the Chief Compliance Officer and/or the Compliance Counter are
immediately reported to the Audit Committee. In addition, matters related to theCompany’s corporate officers can be reported directly to the whistleblowing hotlinethat has been established by the Audit Committee. In addition, the Audit Committee
obtains information related to the internal control of ENW companies from theircorporate auditors.
d) Systems for ensuring that the person making a report in the preceding paragraph does
not receive disadvantageous treatment on the grounds of having made such report
The Compliance Handbook requires ENW executives and employees to report any
concerns related to compliance, and prohibits retaliation against the person making
the report. The Compliance Counter has established and implements operational rules,
including the protection of persons making a report. Retaliatory and other similar acts
toward persons making a report are also strictly prohibited in work regulations. The
Audit Committee carries out monthly confirmations of the state of operation of theCompliance Counter, including the presence of prejudicial treatment.
e) Items regarding policies for the processing of expenses and obligations that arise withrespect to the execution of duties of Audit Committee members
All expenses for the execution of duties of the Audit Committee are processed without
any restrictions being placed by operational divisions.
f) Other systems for ensuring the effective performance of audits of the Audit Committee
The Audit Committee obtains audit plans and audit results from the Accounting
Auditor and the internal audit departments to ensure audits by the Audit Committee
are effectively performed. Through these audit activities, the Audit Committee also
shares necessary information with the Accounting Auditor, internal audit departments,and other related parties.
2. Status of Operation of the “Rules for Preparing Necessary Systems for Ensuring theSuitability in the Performance of Duties by Corporate Officers”a) System for storage and management of information related to the performance of
duties of corporate officers
A corporate officer in charge of the storage and management of information has been
appointed. Said corporate officer has taken steps to ensure confidential information ishandled correctly. The “ENW Confidential Information Security Policy,” “Information
Security Regulations,” and other rules for the storage and management of information87

related to the performance of duties by corporate officers have been prepared andworkshops are held on an ongoing basis. The status of these measures is reported to
the Board of Directors and Audit Committee.
b) Rules and other systems regarding management of the risks of loss in ENW
The corporate officer responsible for internal control has introduced a system called
control self-assessment (CSA), in which risks of loss in ENW are managed and selfassessed, thereby supporting risk management at all organizational levels including
corporate officers, and the establishment and evaluation of internal control. Corporate
officers use CSA and other means to identify important risks of loss (important risks)in duties to which they have been assigned (in Japan and abroad) and important risks
at subsidiaries (in Japan and abroad). An appropriate system of management has thus
been prepared and is under operation.
In particular, with regard to the risks of loss related to a number of departments that
may result in significant loss to the Company, the Chief Financial Officer (finance),
General Counsel (legal affairs), corporate officer assigned to general affairs andenvironmental affairs (environment, disasters), Chief Quality Officer (productquality), and corporate officer responsible for safety (side effects) bear the
responsibility. Accordingly, they have created and operate necessary documents andrules, including rules concerning consolidated accounting, rules for the prevention of
insider trading, a business continuity plan, a procedure manual for guaranteeing
product quality, and rules relating to the management of side-effect information.
By posting them on the Company’s internal website and holding workshops for the
relevant parties, they take countermeasures, operate the rules, and ensure that theappropriate parties are thoroughly familiar with the rules.
In addition, the Risk Management Committee, chaired by the corporate officer
responsible for internal control, centrally manages the status of risks of loss by ENW
and the response to those risks, and promotes the establishment and maintenance ofinternal control.
c) System for ensuring that the duties of ENW are conducted efficiently
The Company’s Board of Directors delegates a significant amount of the decisionmaking related to the execution of business to corporate officers. At the same time,
the Board appropriately establishes the division of duties and mutual relationships
between corporate officers. The Chief HR Officer has established and thoroughly
implemented decision-making procedures for important matters at ENW. These
procedures define the drafter, parties to be consulted, person responsible for
implementation, person responsible for the outcome, etc., related to importantmatters at ENW to establish a system that enables such decision-making to be88

conducted efficiently. The procedures are reviewed and revised as needed. Further,
the corporate officers establish decision-making procedures for their assigned duties
so that such duties are conducted efficiently. The status of important decision-making
by corporate officers is reported to the Board of Directors as needed.
d) System for ensuring that performance of duties by Officers of ENW Entities, who
execute business operations, and employees of ENW Entities is in accordance withlaws and Articles of Incorporation
The Chief Compliance Officer, who is also a corporate officer responsible for internal
control, promotes compliance and the establishment of internal control.
Compliance is promoted by establishing and putting into practice a complianceprogram.
The Company lists its policies of opposing anti-social forces in its Charter ofBusiness Conduct and Compliance Handbook and ensures that ENW is familiar withthe policies through compliance training and other measures.
With regard to internal control, all corporate officers establish, develop, and operateinternal controls within the scope of their responsibilities in accordance with theInternal Control Policy established by the corporate officer responsible for internal
control.
Aiming to support the internal controls established, developed, and operated bycorporate officers, the Corporate Compliance and Risk Management Department
assesses important Company-wide risks by CSA through interviews with all
corporate officers, picks up risks that are common across all departments including
external factors, and has the Risk Management Committee deliberate them andfollow up as a system to reduce everyday operational risks. Eisai has established aregional management organization or appointed a regional manager in each of theJapan, Americas, Europe, Asia, and China regions to globally promote internal
control through support for risk management.
Internal audits are conducted by the Corporate Internal Audit Department and theinternal audit departments of each region from an objective point of view andindependently of the audited organization. The results of all internal audits are
periodically reported to the Board of Directors, Audit Committee, and Executive
Board.
A corporate officer who confirms that ENW are in compliance with laws, regulations,and the Articles of Incorporation in regards to specialized areas specific to apharmaceutical company is appropriately appointed.
e) System for reporting to the Company about matters related to execution of duties of
Officers and employees of ENW Entities other than the Company
89

The Company determines the corporate officer to be assigned to oversee, supervise,or manage ENW companies through the division of duties. The corporate officer
assigned to be in charge of ENW companies has established a system for receiving
reports from ENW, through decision-making procedures provided for each ENW
company, attendance at important meetings, periodic reports, etc. The corporate
officer in charge reports the status of ENW companies to the Board of Directors andthe Audit Committee as needed.
2. The basic philosophy and status of preparation for elimination of any form oforganized criminal activity
The Eisai Group established the Charter of Business Conduct to carry out theircompliance activities. We stand firm against any form of organized criminal activity as
provided in Article 9 of the ENW Charter of Business Conduct.
All directors, officers, and employees of ENW shall at all times and in all daily activities
act strictly in accordance with the Charter, and work towards achieving the corporate
goals that the Charter defines. Specifically, we educate our directors, officers, andemployees on the following points regarding groups engaged in organized criminal
activity, such as corporate racketeers and organized crime groups. ENW should neverprovide any kind of benefit or advantage to such groups.
- Under the Japanese Companies Act, it is prohibited to provide benefit or any kindof benefit or advantage to such groups.
- ENW should not associate with or enter into any kind of relationship with any formof advantage to any specific shareholders. Depending on the circumstances, there
are various forms of requirements for benefit or advantage. The request for such
benefit or advantage is in itself prohibited under the law.
- To entertain any form of request from any organized crime group is a violation of
the Charter and any director, officer, or employee found to be entertaining such
requests may be charged with breach of trust.
- If any of the aforementioned situations come to the knowledge or attention of an
officer or employee, it shall be reported promptly to the Compliance Counter (atool designated to help employees seeking compliance advice and reporting).
The Company collects information about any form of organized criminal activity andestablishes internal systems in cooperation with outside institutions.
* ENW (Eisai Network Companies) refers to the corporate group comprised of Eisai Co.,
Ltd., and its consolidated subsidiaries and affiliates.

90

V. Other
1. Adoption of takeover preventionNo
At its meeting held on April 27, 2022, the Company’s Board of Directors resolved to
discontinue the “Policy for Protection of the Company’s Corporate Value and Common
Interests of Shareholders,” and the Policy was abolished as of the end of its effective
period on June 30, 2022. In conjunction with the abolishment of the Policy, the content
stipulated in Article 118, Item 3 of the Regulations for Enforcement of the Companies
Act (“basic policies related to the way a person is to control decisions on financial andbusiness policies”) is as follows.
① Eisai’s Basic Policy Regarding Individuals Who Control Decisions on Financial andBusiness Policies
The Company had previously stipulated a corporate concept “to give first thought topatients and their families, other natural benefits that health care provides to them” (hhcconcept: human health care), and we shared this concept with our stakeholders.
In our “EWAY Future & Beyond” medium-term business plan launched in April 2021,
the Company shifted perspectives to greatly expand the scope of the beneficiaries of oursocial contributions, from “patients and their families” to “patients and the people in thedaily living domain.” As such, we are striving to create solutions that help people, with
our vision of “empowering The People to realize their fullest life.”
We see the ecosystem model as our business model to put this concept and approach into
practice. An ecosystem is a framework in which various living organisms coexist in a
set environment and develop by cooperating with each other. As the nucleus ofecosystems such as these, we collaborate with academia and startups on drug discovery,
and we are also building the Eisai Universal Platform (EUP) on which many different
solutions can be created and provided based on clinical data as well as data on
biomarkers and more.
The solutions generated by EUP are also producing major synergy effects with otherindustries. We believe that by greatly expanding the scope of people to whom wecontribute by providing value directly and building an ecosystem, we can help increase
the sophistication of products and improve services offered not only by the Company
but in other industries as well, leading to even more contributions by providing value.
Our ambition is to be an hhceco company, which operates on a business model that
integrates our Corporate Concept of hhc with these ecosystems.
Furthermore, the Company focuses on the reduction of health disparities and continues
to engage in initiatives to improve access to medicines, including the free-of-charge
91

provision of drugs for the treatment of lymphatic filariasis. In research and developmentof drugs for the treatment of tropical diseases as well, we are building rich pipelines
through various partnerships. The Company will not spare any efforts to deliver hopeand our products to people in the daily living and medical domains.
However, considering the escalating competition surrounding the Company, and thechanges and transformations in the Japanese legal system and corporate culture relating
to M&A in Japan, we can anticipate the potential for acquisitions of the Company’s
shares that will materially affect the Company’s management policy.
The Company does not necessarily reject acquisitions that are intended to obtain a large
volume of our shares or that permit a third party to participate in the management of ourbusiness, if such acquisitions will substantially increase the corporate value of theCompany.
Based on this perspective, as a company generating made-in-Japan innovation the
Company considers the sources of our corporate value to include our hhc concept andthe employees motivated to deliver it, as well as our knowledge creation activities (hhc
activities) that put our concept into practice, and business operations to efficiently
deliver the social good (to relieve anxiety over health and reduce health disparities).
Individuals who control decisions on the Company’s financial and business policies
must therefore sufficiently understand these sources of value in order to strive toward
securing and increasing the Company’s corporate value and the common interests of ourshareholders over the medium to long term.
② Initiatives Contributing to Implementation of the Basic Policy and to Prevent
Decisions on the Applicable Company’s Financial and Business Policies from Being
Controlled by Individuals Who are Improper in Light of the Basic Policya Initiatives Contributing to Implementation of the Basic Policy
As stated in ① above, we are moving forward with initiatives based on our “EWAY
Future & Beyond” medium-term business plan.
Additionally, in 2004 the Company adopted a “Company with Committees System”(currently “Company with a Nomination Committee, etc. System”) and believes thatthe focus of corporate governance is to ensure fairness and transparency of management
through clear separation of functions between management oversight and businessexecution, while also increasing the vitality of business. The Company always aims toexercise the best corporate governance and strives continually to enhance it as well.
b Initiatives to Prevent Decisions on the Applicable Company’s Financial and Business
Policies from Being Controlled by Individuals Who are Improper in Light of the Basic
PolicyAt its April 27, 2022 meeting, the Board of Directors resolved to discontinue the92

“Policy for Protection of the Company’s Corporate Value and Common Interests ofShareholders” effective June 30, 2022, when the Policy expires. However, when there
are acquisition proposals or share purchases that risk damaging the Company’s
corporate value and the common interests of shareholders, we secure sufficient timeand information for examination by shareholders, and when necessary, we take any
available measures (so-called takeover defense measures) deemed appropriate at thatpoint in time in order to secure the Company’s corporate value and the common
interests of shareholders.
③Decisions by Our Board of Directors on Initiatives in ② and the Reasons
As indicated in ① above, we believe that improving our corporate value and thecommon interests of shareholders is achieved by increasing the benefits to patients andthe people in the daily living domain, and that the initiatives indicated in ②a above
contribute to increasing these benefits to patients and the people in the daily living
domain. There are acquisitions that are inappropriate, including those that do not give
sufficient time and information to the Company and shareholders to examine thesubstance of the proposed acquisition and consider alternatives. There are alsoacquisitions that obstruct bold long-term business measures, including research anddevelopment systems for new drugs essential for the Company to deliver increased
benefits for patients and the people in the daily living domain, provision of informationand services that aid awareness and prevention of diseases, stable supply of high-quality
products, and ensuring the management and provision of information on the safety andefficacy of drugs. Such acquisitions will damage the Company’s corporate value andthe common interests of our shareholders. For this reason, we consider it appropriate
from the perspectives of our corporate value and the common interests of shareholders
to take the measures indicated in ②b above to prevent such acquisitions. Based on thisreasoning, the Company’ss Board of Directors concluded that the initiatives indicatedin ② above are aligned with the basic policy indicated in ① above, serve the purposeof securing our corporate value and the common interests of our shareholders, and are
not intended to maintain the position of the Company’s corporate executives.

2. Other matters related to the corporate governance system
1. About the Eisai articles of incorporation
1) Number of directors, qualifications and restrictions, and requirements for resolutions
for election and dismissal stipulated by the articles of incorporation(1) Number of directors (Article 20)
The Company shall have no more than fifteen (15) directors
93

(2) Requirements for resolutions for the election of directors (Article 21 Paragraph 2)
Resolutions for the election of directors shall be approved by an affirmative voteof a majority of the voting rights held by shareholders present, where suchshareholders present hold shares representing one-third (1/3) or more of theexercisable voting rights of shareholders.
(3) Elimination of cumulative voting (Article 21 Paragraph 3)
Cumulative voting shall not be used for a resolution to elect directors.
Moreover, no stipulations of the articles of incorporation applicable to resolutions
regarding qualifications and restrictions for directors, or for their dismissal, differ
from the Companies Act.
2) Decision to allow resolution of General Meeting of Shareholders resolution itemsby the Board of Directors and stipulations in the Articles of Incorporation to forbid
resolution of Board of Directors resolution items by the General Meeting of
Shareholders(1) Exemption of directors and Corporate Officers from liability (Article 38
Paragraph 1)
Within the legally stipulated limitations, the Company may, by resolution of theBoard of Directors, exempt directors and Corporate Officers (including former
Corporate Officers) from liability for damages due to negligence of their duties,
as per Article 426, Paragraph 1, of the Companies Act.
(2) Dividend (Article 40)
The Company shall determine the matters listed in each item of Article 459,
Paragraph 1, of the Companies Act, including dividend, by the Board of Directors,
without a resolution by a General Meeting of Shareholders, unless otherwise
stipulated by law.
3) Modification of requirements for special resolutions of the general meeting ofshareholders(1) Special resolutions of the general meeting of shareholders (Article 17 Paragraph2)
Resolutions stipulated in Article 309, Paragraph 2, of the Companies Act shall be
adopted by an affirmative vote of two-thirds (2/3) of the voting rights held byshareholders present, where such shareholders present hold shares representing
one-third (1/3) or more of the exercisable voting rights of the shareholders.

942. Outline of disclosure systems
Our internal system for timely disclosure of Eisai information is as follows.
1) Financial Information
Every quarter, after the Chief Financial Officer has approved the financial statements
on which the disclosure will be based, said statements are submitted to the CEO andapproved by the Board of Directors.
Accounting
section→Chief Financial
Officer→CEO

Board of→ Directors

The financial information is disclosed via the following procedure. The Corporate
Officer in charge of public relations prepares disclosure documents based on financial
information from the section(s) in charge of settling accounts as submitted through acommittee set up for disclosures on the financial statements and, after the Chief
Financial Officer has reviewed the documents, the documents are proposed to the CEO,
who then approves the disclosure following a Board of Directors resolution.
Committee set up fordisclosure of→financial statements

Corporate Officer
in charge of
public relations→

CEO[Members of committee on disclosure of financial statements]- Corporate Officer in charge of public relations- Chief Financial Officer- Corporate Officer in charge of investor relations- Corporate Officer in charge of corporate planning- Corporate Officer in charge of corporate strategy- Corporate Officer in charge of general affairs- Public relations section- Investor relations section- Accounting section- Financing section- Corporate planning section- General affairs section- Research and development section

95→

Disclosure

2) Submission of securities reports, etc.
Securities reports, etc. are disclosed via the following procedure. After related sections
draft the reports and the accounting section compiles them, the Chief Financial Officer
reviews the proposal and the CEO approves the report, etc.

Relatedsections

Chief
Accounting
Financial→ section→ Officer

→

CEO →

Submission[Members attending meetings for related sections on securities reports, etc.]- Corporate Officer in charge of investor relations- Corporate Officer in charge of public relations- Corporate Officer in charge of legal affairs- Corporate Officer in charge of general affairs- Board of Directors Secretariat- Investor relations section- Public relations section- Legal section- Accounting section- Financing section- General affairs section- Sustainability section3) Other Information (other than in 1) and 2) above)
Information other than that included in 1) and 2) above is disclosed via the following
procedure. The Public Relations Section regularly gathers information for potential
disclosure and reports it to the Corporate Officer in charge of public relations. In addition,
when internal organizations (including subsidiaries) become aware of or possess
information for disclosure, they notify the public relations section. The Corporate
Officer in charge of public relations reviews the information received, including
information from meetings such as the Executive Committee, to determine whether
disclosure is appropriate, consults with relevant Corporate Officers to determine thedisclosure date and procedures, and proposes it to the CEO for approval. The Public
Relations Section is responsible for the practical disclosure process, and the Corporate
Officer in charge of public relations manages the timely and appropriate disclosure of
information in accordance with regulations and guidelines of the Tokyo Stock Exchange.
In addition, regarding information that may pertain to significant facts, the information96

management supervisor holds an Information Management Committee meeting todecide how to manage internal information while working to prevent insider trading.
Sections
with theinformation ⇔Publicrelationssection →Corporate Officer
in charge of
public relations

97

→

CEO →

Disclosure

[Appendices]
Requirements for the Independence and Neutrality of Outside Directors(Revised on August 2, 2017)
1.

2.

An Outside Director must neither currently be nor in the past have been an officer(see Note 1 below) or an employee of Eisai or any of its affiliated companies(“Eisai Group”).
An Outside Director’s economic independence and neutrality from the Eisai
Group and specified enterprises, etc., is ensured by satisfying the following
requirements.
1) None of the following shall be applicable to the Outside Director within thepast five years.
a. The individual has been an officer or employee of an enterprise, etc., of amajor business partner (see Note 2 below) of the Eisai Group, or otherwise
an officer or employee of an enterprise, etc., conducted by a major business
partner of the Eisai Group.
b. Regardless of the value of the transaction, the individual has been an officer
or employee of an enterprise, etc., with which Eisai conducts necessarytransactions, Eisai’s audit corporation, or any other enterprise, etc., that has arelationship of substantive interest with the Eisai Group.
c. The individual has been an officer or employee of a corporate person or an
enterprise, etc., that is a major shareholder (see Note 3 below) of Eisai or ofan enterprise, etc., of which the Eisai Group is a major shareholder.
d. Excluding officer compensation from the Eisai Group, the individual hasreceived a direct payment of a large amount (see Note 4 below) of money orother property as a provider of professional services, etc. (i.e., a consultant, alawyer, an accountant, etc.).
e. The individual has received a large amount of money or other property fromthe Eisai Group as a contribution or has been an officer or employee of anentity, organization, etc., that has received such a contribution.
f. The individual has been an officer or employee of an enterprise, etc., which
enterprise, etc., had an officer, etc., who was at the same time an officer, etc.,of the Eisai Group.
2) Even if more than five years has passed, the Nomination Committee mustevaluate (see Note 5 below) the relationship with the enterprise, etc., in each
item of the preceding clause 2(1) and determine that independence andneutrality are ensured.
3) In addition, from the perspectives of independence and neutrality, there mustnot be any other reason that would impede the performance of duties as an
Outside Director.
98

3.

4.

5.

An Outside Director must not be a close relative of, or have a similar relationshipto (see Note 6 below), or otherwise derive his or her sole livelihood through arelationship with, any of the following persons.
1) An officer or important employee (see Note 7 below) of the Eisai Group
2) Individuals whose independence and neutrality from the Eisai Group or from
specified enterprises, etc., are not ensured, as determined by the Nomination
Committee, based on the requirements of Paragraph 2 of this Article 13 above.
An Outside Director must not have the possibility of a significant conflict ofinterest in the performance of duties as a director, and the judgment of an Outside
Director must not be in danger of being affected by a relationship of interest.
The requirements for the independence and neutrality of Outside Directors
provided in this Article continue to apply after the appointment as Director.

Note 1: “Officer” means director, Corporate Officer, statutory auditor, and otherofficers, etc.
Note 2: “Major business partner” means an enterprise, etc., for which 2% or more of
its or the Eisai Group’s sales in any of the past five fiscal years have been sales,or compensation for work or transactions, to or from, as applicable, the Eisai
Group, and a financial institution which has outstanding loans to the Eisai
Group whose principal aggregate amount equals or exceeds 2% of the Eisai
Group’s consolidated total assets.
Note 3: “Major shareholder” means a corporate person or an enterprise, etc., that
directly or indirectly held the voting rights to 10% or more of the generalvoting rights in any of the past five fiscal years.
Note 4: “Large amount” means ¥10 million in the case of remuneration for professional
services or compensation for work or transactions, ¥10 million in the case ofcontributions, or the greater of 2% of the total income or operating income ofentities or organizations receiving contributions, in any of the past five fiscal
years.
Note 5: “Evaluate” means the Nomination Committee’s evaluation regarding theOutside Director’s relationship with the relevant enterprise, etc., based on thefollowing factors.
1) Shareholding or stock option ownership in the relevant enterprise, etc.
2) Post-retirement remuneration, company pension, etc., from the relevant
enterprise, etc.
3) Human interaction between the Eisai Group and the relevant enterprise, etc.
Note 6: “A close relative of, or have a similar relationship to” means a relative within
two degrees of kinship or having a human relationship that can be reasonably
recognized as that which would impede the execution of the individual’s duties
as an Outside Director, such as a personally interested individual.
Note 7: “An important employee” means an employee with a title of at least the headof a section.
99