Board

▼ Reasons for appointment

Isao Teshirogi became Representative Director and President and CEO in 2008. He has pushed forward with global research and development and expansion of overseas business in Europe and Asia to achieve the goals of the Third Medium-Term Management Plan, and secured the Company’s medium-to-long-term profit foundation through globally competitive drug discovery capabilities and evolution of the Company’s royalty business model. Given the steady achievement of the quantitative targets in the Medium-Term Management Plan, Shionogi Growth Strategy 2020 (SGS2020), which was formulated in FY2014, he carried out an update of SGS2020 in October 2016. As part of that update, he set new quantitative targets from the perspectives of growth, efficiency and shareholder returns. These targets were achieved ahead of schedule, particularly profit targets. Based on these results, we believe that he can make the Company “grow as a drug-discovery based pharmaceutical company,” and therefore we elected him as a Director.

▼ Reasons for appointment

Since her appointment as a Director of the Company in 2015, Takuko Sawada has been responsible for business execution of the Corporate Strategy Division as Senior Vice President of the Corporate Strategy Division and as a Senior Executive Officer. She has also moved Medium-Term Management Plan Shionogi Growth Strategy 2020 (SGS2020) forward, and played a central role in formulating the update of SGS2020 in October 2016. Starting in FY2018, she supervises the Integrated disease care Division, Corporate strategy Division, Pharmaceutical Commercial Division and other operations in her capacity as Vice President of the Company. We therefore elected her as a Director.

Attended all 13 Board of Directors meetings of FY2019.

▼ Reasons for appointment

Keiichi Ando has practical experience as a corporate executive at a financial institution and broad insight on finance. He also coordinated the extremely difficult adjustments between the national government and the governments of Osaka Prefecture and Osaka City for the airport management business of Kansai, which was then at a crossroads, and his experience and insight built the foundation of Kansai Airports, which plays a leading role in the current Kansai economy. Thus, he recognizes the corporate responsibility we should fulfill and makes management decisions with an emphasis on objectivity and impartiality, without bias in favor of corporate executives or specific interested parties. We therefore elected him as an outside director. At Board of Directors meetings, he presents many questions and opinions from the perspective of human resources and the use of assets that are important management resources, and provides appropriate advice about budget planning and management and capital policies, including investments.

Attended all 13 Board of Directors meetings of FY2019.

▼ Reasons for appointment

Hiroshi Ozaki has abundant practical experience and wide-ranging knowledge in corporate management and organizational management as a manager of a company based in Kansai. He also serves as chairman of the Osaka Chamber of Commerce and Industry, and developed and implemented a medium-term plan from FY 2017 aimed at promoting the economic growth of Osaka and Kansai. In the Medium-Term Management Plan, he is focusing on promoting the life science industry. We expect him to draw on this wealth of experience and knowledge to make management judgments with an emphasis on objectivity and neutrality. We therefore elected him as an outside director. At Board of Directors meetings, he presents many advices with respect to our business and marketing, and poses the problems about alliances.

Attended 10/11 Board of Directors meetings of FY2019.

▼ Reasons for appointment

Fumi Takatsuki has not been involved in company management in any way in the past, but we expect her to draw on her giving priority to legal compliance and social norms from a global perspective from her position as an attorney in international corporate law. We therefore elected her as an Outside Director.

▼ Reasons for appointment

Akira Okamoto has served as General Manager of administrative units including the Business Support Center and the Personnel Department, and is well-versed in corporate management. He has been involved in enhancement of the Company’s corporate governance and upgrading and operation of the internal control system as General Manager of the Internal Control Department. He provides appropriate recommendations and advice on management decisions and execution of duties from a neutral point of view as a corporate auditor. Accordingly, we judge that he has the appropriate character and insight to perform the duties of a Corporate Auditor, and elected him as a Corporate Auditor.

Attended all 13 Board of Directors meetings of FY2019.

Attended all 8 Board of Corporate Auditors meetings of FY2019.

▼ Reasons for appointment

Mr. Ikuo Kato has served as General Manager of the Development Research Laboratories of the Company and as Representative Director and President and Chairman of subsidiary. He is not only well-versed in research and development, but has insight on corporate management. As Representative Director and President and Chairman of the subsidiary, he offers comments as necessary to the Shionogi Group’s management, and in our judgement, he provides appropriate recommendations and advice on management decisions and execution of duties from a neutral point of view as a corporate auditor. Accordingly, we judge that he has the appropriate character and insight to perform the duties of a Corporate Auditor, and elected him as a Corporate Auditor.

Attended all 13 Board of Directors meetings of FY2019.

Attended all 8 Board of Corporate Auditors meetings of FY2019.

▼ Reasons for appointment

Takaoki Fujiwara has extensive practical experience and a wide range of knowledge as a director of Hankyu Hanshin Holdings, Inc. and a manager of a group company of Hankyu Hanshin Holdings, Inc. For these reasons, we expect that he will reflect his experience in audits of the Company with respect to the appropriateness of the management decisions and execution of duties of the Directors from a wide-ranging perspective as an outside corporate auditor. We therefore elected him as an outside corporate auditor. At Board of Directors meetings and Corporate Auditor meetings, he provides appropriate advice about compliance and human resources from insight of practical experience and wide-ranging knowledge in corporate management, and suggests about performance of directors based on wide-range knowledge.

Attended 12/13 Board of Directors meetings of FY2019.

Attended all 8 Board of Corporate Auditors meetings of FY2019.

▼ Reasons for appointment

Tsuguoki Fujinuma has professional expertise in finance and accounting. He has held the important post of Chairman and Advisor of the Japanese Institute of Certified Public Accountants, as well as a number of public offices, and has extensive experience and broad insight as an outside director and outside corporate auditor. In the past, he has not been involved in company management in any capacity other than as an outside director or outside corporate auditor, but based on his experience as a certified public accountant, we believe that he will be able to carry out audits of the Company with higher quality from the viewpoint of finance and accounting. We therefore elected him as an outside corporate auditor.

Attended 11/11 Board of Directors meetings of FY2019.

Attended 6/6 Board of Corporate Auditors meetings of FY2019.

▼ Reasons for appointment

Mr. Shuichi Okuhara is qualified as a certified public accountant and has professional expertise in finance and accounting. We believe that he will be able to carry out audits suitable for the continually changing business environment based on his experience as Board member of Nippon Venture Capital Co., Ltd. in a social environment that places importance on peer or cross-industrial partnerships. We therefore elected him as an outside corporate auditor.