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## ■  Compensation of Directors and Corporate Auditors 

With a basic policy of contributing to continued growth of business results and improved enterprise value of the Company, the compensation paid to Directors and Corporate Auditors of the Company is designed to enable the Company to attract and retain competent persons, and maintain sufficient compensation standards and system to meet the duties and responsibilities of the Directors and Corporate Auditors. In establishing compensation stan- dards, the Company has improved objectivity by using, among other things, research data issued by an outside research company. 

Compensation paid to Directors consists of three com- ponents, namely, basic fixed compensation, bonuses and stock options. Outside Directors receive only basic fixed compensation. Corporate Auditors (including outside Corporate Auditors) receive only basic fixed compensation. 

<img src='content_image/256514.jpg'>

* The total amount of compensation shown here is the amount paid as compensation for the performance of duties during fiscal 2013, and includes the amount paid to those of three Directors (including two outside Directors) and one Corporate Auditor who retired during fiscal 2013. 

## Top Management Structure 

<img src='content_image/256515.jpg'>

## Reinforcement of the Global Management System 

The Company has established the Global Management Committee, the Corporate Administration & Finance  Committee, and the Global Human Resources Committee to ensure the smooth execution of business at a global level. These committees discuss important matters related to global management, finance, accounting and corporate administration, and human resources, respectively. 

In order to respond quickly to changes in the business environment and to make quicker and more appropriate decisions, Astellas is promoting a “matrix management” structure that consists of a functional axis—covering the functions of Drug Discovery Research, Medical and  Development, and Technology—as well as a geographical region axis covering the sales & marketing function. 

Top management and the officers responsible for each of the functions and regions attend Global Management Committee meetings. Astellas also has committees respon- sible for other aspects of business execution. They are the CSR Committee, the Global Compliance Committee, the Risk Management Committee, and the IR Committee. 

## Business Execution Committees 

<img src='content_image/256516.jpg'>

