Governance

We will pursue sustainable growth and enhancement of our corporate value in the medium-to long-term by fulfilling our social responsibility as a corporation, and by meeting the expectations of our various stakeholders, including our shareholders. 

In corporate governance, we are building an optimal corporate governance system with the goal of maintaining a state in appropriately toward sustainable growth and medium-term increase in corporate value. 

In compliance, in order to realize our corporate philosophy, each officer and employee thoroughly implements actions based on the "Compliance Action Guidelines" and strengthens the compliance promotion system for the entire group including overseas.

Guided by Takara Bio’s corporate philosophy of “Contributing to the health of humankind through the development of revolutionary biotechnologies such as gene therapy,” we are promoting the development of platform technologies for biologics through the core businesses of Reagents and Instruments and CDMO business, and aiming to become a biologics development company that continuously creates new modalities. Going forward, we will continue to create new value through proactive business activities, achieve sustainable growth, and contribute to society.

Our system is set up so that directors make decisions in an agile manner with a clear sense of ownership and speed and supervise execution of business, while our external directors, who are highly independent experts experienced in and knowledgeable about the company’s business, partner with the Audit & Supervisory Board to audit and supervise execution of business.

The Board of Directors of Takara Bio is composed of nine individuals, of whom three are external directors. In addition, in order to rapidly respond to the management environment and to clarify the management responsibilities of a director, the term of office of a director has been set to one year.

The Audit & Supervisory Board of Takara Bio is composed of five individuals, of whom three are external auditors. The auditors and Audit & Supervisory Board of Takara Bio are to make appropriate decisions from an independent and objective standpoint regarding their role and the performance of their duties. In addition, the auditors must attend meetings of the Board of Directors and various important management meetings as well as conduct appropriate financial and operational audits via an exchange of opinions, etc., between management and the internal auditing department, etc., and they must also make a variety of proposals to management when they are determined to be needed.

To protect the interests of minority shareholders, we have established a special committee under the Board of Directors to provide appropriate advice and recommendations. The committee is composed of three or more independent members, including External Officers, and the chairperson is to be selected from among its members, ensuring the independence of the committee. The Committee deliberates and examines matters relating to significant transactions and practices that conflict with the interests of our parent company or its subsidiaries and our minority shareholders, and advises and recommends the results to the Board of Directors.

We established a Nominations and Compensation Committee under the Board of Directors on January 1, 2022,  with the aim on strengthening the independence, objectively and accountability on the functions of the Board of Directors. The Committee is composed of three of more members elected by a resolution of the Board of Directors, the majority of whom are External Directors, and the chairperson of which is selected after establishment of the Committee among External Directors.

Officer compensation is determined by the President with authorization of the Board of Directors based on performance evaluation methods approved by the Board of Directors, within the range of the amount for each approved by the general shareholders’ meeting, and with consideration to a comprehensive array of factors such as job title and contribution to company performance. Compensation for officers consists of a fixed amount of compensation plus performance-linked compensation, while compensation for external directors and external auditors consists solely of a fixed amount of compensation within the range approved by the general shareholders’ meeting.

*Includes one external director who resigned at the time of the 19th general shareholders’ meeting held June 24, 2022

Takara Bio has established its own Compliance Committee, with the President as the Chairperson in order to enhance the system for promoting compliance for the Group as a whole.

By responding to risk management and preventing serious non-compliance, including corruption, the entire Takara Group aims to fulfill its corporate social responsibility and improve its corporate value.

In order to enhance employees’ compliance awareness, the Takara Group issues compliance newsletters that deal with compliance-related subjects familiar to its employees and offers an e-learning course every month. As stratified training, we also provide risk compliance seminars for top management led by guest specialists, annual group training for risk compliance seminars for top management led by guest specialists, annual group training for risk compliance leaders who promote workplace compliance education for each job level, and well as training sessions for new managers, and new hire training.

We have two Takara Group helplines in place inside and outside the Company (i.e., third-party organizations), as contacts for whistleblowers in the event that they have noticed any legal infringements or unfair practices. We operate these helplines in accordance with Japan’s Whistleblower Protection Act and the Helpline Rules in order to ensure that whistleblowers do not receive disadvantageous treatment due to the reports they have made. The Company gives full consideration to maintaining confidentiality when investigating reports and takes appropriate action based on confirmed facts.

Our Group companies in overseas locations also have their local whistleblowing hotlines and have established and operate processes that allow their local employees to directly contact the helpline in Japan for reporting and consultation through a third-party organization.

Engaged in R&D business and contract business such as gene testing using human-derived tissue, cells, clinical materials, genome, gene, etc. and supply business of human tissue and cell products, Takara Bio is committed to the relevant regulation and convenes a bioethics committee to review on ethics and safety under supervisory oversight.

We will promote various operations and management for public research funds based on “Guidelines for Supervision and Auditing of Public Research Funds at Research Institutions” / “Guidelines for Responding to Misconduct in Research” by Ministry of Education, Culture, Sports, Science and Technology (MEXT) and other related ministries and agencies. 

Takara Bio Inc. 
Nojihigashi 7-4-38
Kusatsu, Shiga 525-0058 Japan
E-mail: bio-grant@takara-bio.co.jp 

The Group carries out regular workplace inspections in normal times in order to understand and strategize for risks, and the results of those inspections are discussed at the Compliance Committee. We are also proactive in risk management, such as our revision of strategies for business continuity planning (BCP) that takes into account events such as large-scale disasters and systems that allow for executive and employee safety confirmation.

Theme: Promoting Corporate Governance

Theme: Promoting Compliance

Theme: Strengthening the Risk Management System