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## coRPoRATE GoVERnAncE 

Astellas strives to improve its corporate governance system based on the basic policy of maximizing its enterprise value, improving business transparency and fulfilling accountability requirements to society. 

## Basic Policy on Corporate Governance 

The Astellas business philosophy comprises three elements—Raison d’être, Mission and Beliefs. The  Company’s Raison d’être is to contribute toward improving the health of people around the world through the provision of innovative and reliable pharmaceutical products. Our Mission is to achieve sustainable enhancement of our enterprise value. And our four Beliefs—a high sense of ethics, customer focus, creativity and competitive focus— underpin our Code of Conduct. 

The Company has established the “Charter of Corporate Conduct,” which states this business philosophy in concrete terms of specific business conduct, and the “Astellas Global Code of Conduct” as basic compliance rules that are common throughout the group. By adhering steadfastly to these principles and standards, we strive to earn the support and trust of all stakeholders. 

## Corporate Governance at Astellas 

## Corporate Governance Systems and Measures 

## ■  Board of Directors 

The Company has put into place a Corporate Executive System. This system clearly separates the roles of the Directors, who are in charge of management decision making and supervising business execution, from the roles of the Corporate Executives, who are in charge of business execution. 

With respect to the Board of Directors, it now comprises seven members, including four outside Directors, in order to promote decision-making and supervise business exe- cution from a broader viewpoint, and it meets once every month as a general rule. Directors are elected at the annual General Shareholders’ Meeting. In the interest of clarifying management responsibilities and strengthening corporate governance, each Director is elected for a one-year term. 

At Astellas, the Nomination Committee and the Compensation Committee serve as advisory bodies to the Board of Directors. Outside Directors account for the majority of members on these committees. These commit- tees ensure the transparency and objectivity of the delib- eration process for the nomination and the compensation system of Directors and Corporate Executives. 

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