In order to increase its corporate value, Chugai believes it is essential to have a governance structure to support its unique business model, backed by its strategic alliance with Roche. Therefore, we treat the protection of minority shareholders’ interests as a critical issue. Before the establishment of the Special Committee, for important transactions with Roche, we undertook resolutions and reporting at the Board of Directors meetings, with directors belonging to Roche not participating in the deliberations due to their status as people with special interest relationships. In this way, we ensured transparency and objectivity.

However, with the revision of Japan’s Corporate Governance Code, the Company decided to establish the Special Committee on March 29, 2022, with the intention of creating even stronger protection for the interests of minority shareholders as a company that has a controlling shareholder. By having the Special Committee deliberate and discuss transactions and actions that hold potential for a conflict of interest between Roche and minority shareholders, we can ensure fair transactions equivalent to third-party transactions. The Committee is to be made up of at least three members, all of whom must be independent outside directors or Audit & Supervisory Board members.
From March 2023, I have been serving as the chair of the committee, and the other members have been Independent Outside Director Dr. Fumio Tateishi and Independent Outside Audit & Supervisory Board Member Kenichi Masuda.

In addition to ensuring fairness for shareholders, the Special Committee’s activities also help to support and evolve the Company’s unique business model. In 2022, the Committee met four times, discussing and examining a revision of a basic agreement on a strategic alliance and proposals for in-licensing and out-licensing. The results were reported to the Board of Directors and the details of the discussions shared with the current committee members.

For agreements and licensing with Roche, there are a large number of extremely specialized matters, and each committee member needs to have sufficient understanding to be able to deliberate properly. We therefore intend to continue enhancing the provision of materials and individual dialogue with executive members prior to deliberation.

I myself will also deepen my understanding of industry trends and alliances, while concentrating my efforts as chair of the Special Committee on promoting deep and active discussion and consideration from multiple angles with a view to strengthening minority shareholders’ interests.