Chugai Pharmaceutical Co., Ltd.
Matters Concerning Controlling Shareholders
The parent company, Roche Holding Limited, holds 61.12% of voting rights, maintaining management independence while continuing a strategic alliance. Roche nominates fewer than half of the directors, and a special committee is established to protect minority shareholders.
Key Figures
- Voting Rights Ownership Ratio: 61.12% (Roche Holding Limited)
- Roche Minimum Stock Holding Obligation: 25% or more
- Number of Directors: 9 (3 from Roche, 3 independent outside directors)
AI要約
Relationship with Parent Company and Controlling Shareholders
Roche Holding Limited is the parent company of Chugai Pharmaceutical and holds 61.12% of voting rights. A basic agreement was signed in December 2001, and business activities based on a strategic alliance commenced in October 2002. Chugai Pharmaceutical is Roche’s sole pharmaceutical business company in Japan, holding the first right of refusal for development and sales of Roche’s development candidates domestically in Japan, while Roche retains the first right of refusal for Chugai Pharmaceutical’s overseas expansion. Both companies strengthen their cooperative relationship while maintaining management independence.
Minority Shareholder Protection and Corporate Governance
Roche has the right to nominate fewer than half of the director and auditor candidates and does not hold a majority on the board of directors, ensuring management independence. Independent outside directors account for half of the board, and the nomination committee deliberates on candidate qualifications. Furthermore, important transactions with Roche are reviewed by an independent special committee to protect minority shareholder interests. Roche is subject to restrictions on stock disposals and has preemptive rights when new shares are issued.
