Otsuka Holdings Co., Ltd.
4578・Prime Market・Pharmaceuticals
Governance
Company with a board of company auditors. The Board of Directors comprises 13 directors (of which 5 are outside directors, an outside ratio of approximately 38.5%). A Corporate Governance Committee (comprising the President and all 6 outside directors, chaired by an outside director selected by mutual vote) has been established as an advisory body to the Board of Directors, and a Nomination and Compensation Committee, composed of all 5 outside directors, was established as a subcommittee thereof in April 2023. There are 4 company auditors (of which 3 are outside auditors). The accounting auditor is KPMG AZSA LLC.
Risk Management
The company has established the Internal Control Department as the department responsible for compliance and risk management, promoting the dissemination of group regulations such as the "Otsuka Group Global Code of Conduct," while the Internal Audit Department (8 members), reporting directly to the President, audits overall operations including affiliated companies. The company has built a framework through the formulation of risk management regulations and employee training, and has established a system whereby various risk management committees are set up in the event of unforeseen circumstances to minimize the expansion of damage. The Board of Directors deliberated on risk management-related agenda items 6 times in fiscal 2025. Geopolitical risk, drug pricing system reform, supply chain disruption, rising raw material prices, and securing human resources are recognized as key risks.
Shareholder Returns
Continuing semi-annual dividends (interim and year-end). Full-year FY2026 (ending December 2026) forecast is ¥140 per share (interim ¥70 + year-end ¥70), unchanged from the previous fiscal year. Currently executing share buybacks based on a Board resolution from February 2026 (1Q results: ¥8,442 million).
Dividend Policy
Basic policy is to continue returning profits to shareholders in line with profit growth, through semi-annual dividends (interim and year-end). Actual results for FY2025 (ended December 2025) were ¥140 per share per year (interim ¥70 + year-end ¥70). The forecast for FY2026 (ending December 2026) is the same amount of ¥140 per share per year (interim ¥70 + year-end ¥70). No change to the dividend forecast.
ESG
Under the 2050 Environmental Vision "Net Zero," the company is promoting the introduction of renewable energy with the goal of reducing Scope 1 and 2 CO2 emissions by 50% by 2028 compared to 2017 levels (FY2024 actual: 31.9% reduction). Circular economy, water neutrality, and biodiversity are also set as key environmental priorities. In terms of human capital, the company focuses on developing management, global, R&D, and digital talent, with a cumulative 50,141 training participants across 30 global group companies in FY2024 and approximately ¥1.7 billion invested in education and training costs. The ratio of female managers stands at 12.3%, the male childcare leave take-up rate at 84.1%, and the employment rate of people with disabilities at 2.6% (across 21 domestic companies). For supply chain management, the company is conducting a phased assessment combining EcoVadis and SAQ for approximately 620 domestic direct material suppliers (Phase 1 completed for 389 companies). The "Otsuka Group Sustainability Promotion Committee," chaired by the Representative Director and Deputy President, meets once a year and has established a governance structure that includes regular reporting and resolutions to the Board of Directors. Sustainability evaluations (covering human capital, environment, quality, supplier management, etc.) have been incorporated into executive bonuses.
Last updated: March 26, 2026