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Revision of Remuneration System for Directors

11:00 EDT 10 May 2019 | Astellas Pharma Inc.

TOKYO, May 10, 2019 - Astellas Pharma Inc. (TSE: 4503, President and CEO: Kenji Yasukawa, Ph.D. “the Company”) announced that at a meeting of the Board of Directors held today a resolution was passed to submit to the 14th Term Annual Shareholders Meeting of the Company scheduled for June 18, 2019 (“Annual Shareholders Meeting”) proposals for determining amounts of remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members),  and for providing remuneration through a stock compensation scheme.

  1. Reason for Proposals

    The amount of remuneration for the Company’s Directors (excluding Directors who are Audit & Supervisory Committee Members) was approved at the 13th Term Annual Shareholders Meeting held on June 15, 2018, to be within ¥560 million per year, and the amount has remained unchanged to the present. Conventionally, the Company has had approval for such amount as an upper limit for Directors’ basic remuneration with a fixed amount (fixed remuneration) and secured approval for the total payment amount of Directors’ bonuses (variable remuneration) at each Annual Shareholders Meeting.
    Amid a rapidly changing business environment, the Company will revise its remuneration system with the aim of (1) realizing a competitive remuneration level for recruiting and retaining talents, (2) ensuring fair and impartial treatment in consideration of responsibilities and results, and (3) revising the system so that remuneration is more closely linked to performance of the Company with a greater emphasis on increasing enterprise and shareholder value.
     
  2. Overview for Proposals

    (1)The Company will set the amount of basic remuneration paid to Directors (excluding outside Directors and Directors who are Audit & Supervisory Committee Members) to within ¥590 million per year, and the amount of basic remuneration paid to outside Directors (excluding Directors who are Audit & Supervisory Committee Members) to within ¥130 million per year, while also newly establishing an amount for bonuses to be paid to Directors (excluding outside Directors and Directors who are Audit & Supervisory Committee Members) within ¥1,370 million per year
    (2)The Company will revise the stock compensation scheme so that it will contribute a sum of money up to a total of ¥1,640 million in the initial fiscal year of each applicable period (3 consecutive fiscal years), and such that it will be performance-linked with a stronger emphasis on increasing shareholder value.(For further details, refer to the Company’s press release on its Performance-linked Stock Compensation Scheme dated May 10, 2019.)

The Company has set the above remuneration amounts after referencing remuneration levels at other Japanese companies and at pharmaceutical companies overseas while also considering the responsibilities of its Directors, the number of Directors allowed under the Articles of Incorporation, and general conditions including the economy.
If these proposals are approved as originally proposed at the Annual Shareholders Meeting, the Company plans to revise its remuneration system so that it places a stronger emphasis on increasing enterprise and shareholder value over the medium- to long-term and promotes shared interest with shareholders.
Matters concerning setting of respective remuneration amounts and revision of the remuneration system have been determined by resolution of the Board of Directors, taking into consideration results of deliberation in the Compensation Committee (of which the majority of members are outside Directors and the chair is an outside Director).
Refer to the attached reference material for specific details regarding the background pertaining to revision of the remuneration system, and regarding policies and procedures on determining remunerations for Directors.

Original Article: Revision of Remuneration System for Directors

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