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Takeda Pharmaceutical Company Limited furnishes a detailed Corporate Governance Report describing how it manages its global biopharmaceutical business. The company states it complies with all principles of Japan’s Corporate Governance Code, with an 11-member Board of Directors that includes eight Independent External Directors and is chaired by an independent director. Takeda emphasizes strong oversight via an Audit and Supervisory Committee made up entirely of Independent External Directors, plus nomination and compensation committees composed solely of externals.
The report highlights shareholder structure and engagement. Foreign shareholders hold 30% or more of shares as of the end of March 2026, and the two largest trust bank shareholders each own more than 5%. Takeda describes extensive investor-relations activities, early and bilingual AGM materials, electronic voting, and regular dialogue with institutional and retail investors. It confirms no anti-takeover measures and no controlling shareholder.
Takeda stresses sustainability and stakeholder focus, including climate, nature, and product sustainability programs, and disclosures aligned with TCFD and TNFD. It describes diversity and human capital initiatives: in Japan, women account for 22.5% of managers and 4.1% of managers are non-Japanese as of March 31, 2026, while globally women hold 43% of management roles. The company outlines leadership development, digital upskilling, flexible leave and housing benefits, and a 2.92% employment rate for people with disabilities in Japan.
Takeda Pharmaceutical Company Limited completed the issuance of new shares and disposal of treasury shares on July 8, 2026 under its long-term incentive plan for group employees outside Japan. After a partial forfeiture of rights by some planned allottees, the company issued and disposed of 16,877,109 ordinary shares at 5,050 yen per share, comprising 10,780,950 new shares and 6,096,159 treasury shares, for a total value of 85,229,400,450 yen. Takeda states that the resulting changes from the previously planned figures are expected to have an immaterial impact on full-year financial results for the fiscal year ending March 31, 2027.
Takeda Pharmaceutical director Steven Gillis reported compensation-related equity awards and a tax settlement. On July 1, 2026, he received 3,800 Ordinary Shares as a grant and 1,319 "Tax Obligation Awards," each economically equivalent to one Ordinary Share and intended to be cash-settled at vesting mainly to cover tax obligations.
The filing notes an earlier RSU vesting where 3,100 Ordinary Shares were converted into 6,200 American Depositary Shares. On July 10, 2026, 1,152 Tax Obligation Awards were disposed of to the issuer, with the associated Ordinary Shares sold at a weighted average of JPY 4,931.2 per share; remaining proceeds from those sales are to be delivered to Gillis. Following these events, he holds 22,057 American Depositary Shares directly, and the RSU and Tax Obligation Awards are scheduled to vest on June 1, 2029.
Takeda Pharmaceutical director John Maraganore reported equity compensation and related tax settlements. He received 3,800 Ordinary Shares as a grant and 1,319 Tax Obligation Awards, each tied to one Ordinary Share that will vest and convert on June 1, 2029. A prior block of 1,152 Tax Obligation Awards, economically equivalent to 1,152 Ordinary Shares, was disposed to the issuer at a weighted average price of JPY 4,931.2 per share, primarily to cover tax obligations. Following these events, he directly holds 10,400 Ordinary Shares and 13,800 American Depositary Shares.
Takeda Pharmaceutical director Kimberly A. Reed reported new equity awards and related tax transactions. She received a grant of 3,800 Ordinary Shares as restricted stock units that vest on June 1, 2029, plus 1,319 Tax Obligation Awards economically equivalent to Ordinary Shares vesting on the same date.
Separately, 1,152 Tax Obligation Awards tied to Ordinary Shares were disposed of at a weighted average price of JPY 4,931.2 per share, primarily to cover tax obligations, with any remaining cash proceeds to be delivered to her on July 10. After these updates, she directly holds 10,400 Ordinary Shares and 15,175 American Depositary Shares.
Takeda Pharmaceutical director Masami Iijima reported compensation-related equity activity. On July 1, he received a grant of 1,800 Ordinary Shares as a restricted stock unit award, increasing his direct holdings to 14,601 shares. The RSUs vest on June 1, 2029.
He also received 1,937 Tax Obligation Awards, each economically equivalent to one Ordinary Share and payable in cash at vesting primarily to cover tax obligations at the then-current market price. Separately, 2,152 Tax Obligation Awards tied to previously vested shares were disposed to the issuer on July 10 at a weighted average price of JPY 4,931.2 per share, with any remaining sale proceeds to be delivered to him.
Takeda Pharmaceutical Co. Ltd. director Bruce D. Broussard received equity-based compensation rather than buying shares on the market. He was granted 3,800 American Depositary Shares (ADS) on a cost-free basis, increasing his direct holdings to 4,595 ADS after the award.
The grant represents restricted stock units (RSUs), each linked to one Ordinary Share that will convert into an equivalent number of ADS when the award vests on June 1, 2029. These RSUs are contingent and only settle if vesting conditions are met.
Broussard was also granted 1,319 units of a Tax Obligation Award, economically equivalent to one Ordinary Share each. Upon vesting on June 1, 2029, these are designed to pay cash at the then-current market price primarily to cover related tax obligations, rather than delivering additional shares.
Takeda Pharmaceutical director Paulus Stoffels reported an equity compensation grant. He acquired 3,800 Ordinary Shares on a grant or award basis, bringing his directly held Ordinary Shares to 3,800.
He was also granted 1,307 Tax Obligation Awards, each economically equivalent to one Ordinary Share. The related restricted stock units vest on June 1, 2029 and will convert into Ordinary Shares, which are then deliverable as American Depositary Shares. The Tax Obligation Awards are structured to pay cash at vest, primarily to cover tax obligations based on the then-current market price.
Takeda Pharmaceutical director Kimura Koichiro received new equity-based compensation tied to Ordinary Shares. He was granted 1,800 Ordinary Shares on an award basis at a price of $0.00 per share, bringing his directly held Ordinary Shares to 1,800.
He also received 1,937 units of a Tax Obligation Award, each economically equivalent to one Ordinary Share. According to the disclosure, the 1,800-share award represents restricted stock units that vest on June 1, 2029, while the 1,937-unit Tax Obligation Award will convert to a cash payment at vest primarily to cover tax obligations at the then-current market price.
Takeda Pharmaceutical director Miki Tsusaka reported routine equity compensation and tax-related transactions. She received a grant of 1,800 Ordinary Shares, bringing her direct holdings to 8,200 shares. She was also granted 1,937 Tax Obligation Awards, each economically equivalent to one Ordinary Share and scheduled to vest on June 1, 2029.
In a separate move, 2,152 Tax Obligation Awards were disposed of to the issuer after vesting, converting into a cash payment primarily to cover tax obligations. The associated Ordinary Shares were sold at a weighted average price of JPY 4,931.2, within a range from JPY 4,883 to JPY 5,045, with any remaining proceeds delivered to her on July 10.