Basic Approach

Based on its strategic alliance with Roche, a leading global pharmaceutical company, Chugai’s mission is to “dedicate itself to adding exceptional value through the creation of innovative medical products and services for the benefit of the medical community and human health around the world,” and the company defines its basic management objective as to grow together with the society through innovation by “becoming a top innovator for advanced and sustainable patient-centric healthcare, powered by our unique strength in science and technology and the alliance with Roche.”

While being a member of the Roche Group, Chugai maintains its managerial autonomy and independence as a publicly listed company and will constantly strive to perfect its corporate governance as established in “Chugai Pharmaceutical Co., Ltd. Basic Corporate Governance Policy,” in order to fulfil the mandate of its many stakeholders appropriately and fairly for the achievement of its basic management objective.

Management Decision-Making, Execution and Oversight of Business Operations

To expedite business operations and clarify executive responsibilities, Chugai has adopted an executive officer system to keep decision-making on management issues of primary importance separate from business execution. The Board of Directors is in charge of the former, while executive officers are entrusted by the board with the authority to conduct the latter. While the Board of Directors is in charge of decision-making with respect to the most important managerial matters, other decisions on business operations are made at organizations such as the Executive Committee. The Chief Executive Officer (CEO) has ultimate responsibility for making decisions on Company-wide management strategies and important matters concerning business execution

Board of Directors

The Board of Directors makes decisions on management issues of primary importance and receives quarterly reports on the state of business execution as well as reports on key decisions made at the Executive Committee. It is also responsible for oversight of the execution of business operations. The Board consists of nine directors including three independent outside directors. In 2020, the Board of Directors convened nine times.

Expertise and Experience of Directors and Audit & Supervisory Board Members (As of April 1, 2021)

A table plotting the expertise and experience expected of our Directors and Audit & Supervisory Board Members from seven perspectives: “Corporate management,” “R&D,” “sales marketing,” “finance, accounting, taxation,” “legal, risk management,” “medical science, pharmaceutical sciences,” and “international experience.”

Executive Committee

The Executive Committee makes decisions on Company-wide management strategy and important matters concerning business execution. It consists of executive directors, including the CEO, and key executive officers. In addition, the Corporate Communications Committee, Risk Management Committee, Compliance Committee and EHS Committee* have been established under the Executive Committee.

  • * Environment, Health and Safety Committee. Promotes EHS activities for the Chugai Group.

Appointment Committee and Compensation Committee

As an advisory body to the Board of Directors, the Appointment Committee deliberates on the selection of director candidates and succession plans for or dismissal of executive directors, including the CEO. The Appointment Committee consists of one member from inside the Company and at least three outside members, including at least one independent outside director. The member from inside the Company is appointed by the Board of Directors from among the representative directors and persons with experience as representative directors. The outside committee members are appointed by the Board of Directors from among the non-executive directors and persons with experience as non-executive directors.

As an advisory body to the Board of Directors, the Compensation Committee deliberates on remuneration policy and the remuneration of individual directors. It consists of at least three outside committee members, including at least one outside director, appointed by the Board of Directors from among the nonexecutive directors including outside directors and persons with experience as non-executive directors.

Chugai’s Corporate Governance System (April 1, 2021)

A flow chart showing the Company’s corporate governance system consists of the Board of Directors, related organizations, the Executive Committee and its subordinate committees.

Relationship with Roche and Ensuring the Rights and Equal Treatment of Shareholders

Roche, the parent company of Chugai, holds 59.89 percent of Chugai’s outstanding shares based on the strategic alliance agreement between the two companies. Roche and Chugai have agreed to cooperate in maintaining the listing of Chugai’s common stock on the First Section of the Tokyo Stock Exchange.*

The aim of this alliance is to establish a new business model that differs from conventional corporate acquisitions and joint ventures. Although Roche Holding Ltd. includes Chugai in its consolidated accounts, Chugai functions as an independent listed company and makes all of its own management decisions based on the principle of self-governance. Chugai believes that autonomy and diversity are key to generating innovation, that maintaining its independent management brings diversity to the Roche Group, and that the pharmaceuticals it creates as a result contribute to all stakeholders, including patients and minority shareholders. Chugai recognizes that the various benefits from being listed on the First Section of the Tokyo Stock Exchange – such as its solid credit rating, flexible fund procurement, name recognition and social presence – are supported by the understanding of minority shareholders, Roche and investors who are potential shareholders. That is why in its business dealings with the Roche Group, Chugai conducts all transactions fairly using third-party prices to protect the interests of minority shareholders.

As of April 1, 2021, three of Chugai’s nine directors are from the Roche Group. However, they do not comprise a majority of the Board of Directors, and thus Chugai considers its management independence to be secure. Chugai will continue to manage its business with autonomy and independence as a publicly listed company.

Chugai believes that securing substantially equal treatment of shareholders is very important. We therefore emphasize giving due consideration to minority and foreign shareholders and to maintaining an environment that allows them to exercise their rights.

  • *The Tokyo Stock Exchange requires delisting if the ratio of tradable shares to listed shares is less than 5 percent.
Restrictions on Roche’s Shareholding
Period Maximum Shareholding
Oct. 1, 2002 – Sep. 30, 2007 50.1%
Oct. 1, 2007 – Sep. 30, 2012 59.9%
Oct. 1, 2012 and thereafter Cooperate in maintaining Chugai’s listing
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Corporate Governance

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