Governance

Governance Initiatives

Basic Approach

We believe that in order to achieve sustainable growth, it is essential to conduct fair and transparent management, continuously increase corporate value, fulfill our corporate social responsibilities, and earn the trust of all of our stakeholders. We will strive to ensure thorough compliance, as well as to continuously improve and strengthen our organizational structure and measures to improve transparency and soundness and realize efficient management through proactive and prompt information disclosure.

Corporate Governance Report

Corporate Governance System

Corporate Governance Structure

PeptiDream believes that the involvement of our four Audit and Supervisory Committee members, who have voting rights at the Board of Directors meeting, in management decision-making strengthens the audit and supervisory functions of the Board. We believe that this will enable us to further enhance our corporate governance and improve management efficiency as a company with an Audit and Supervisory Committee.

Rolls and Composition of the Board of Directors and Committees are here.

Board of Directors

Management

Patrick C. Reid, Ph.D.

Representative Director & President
(Nomination and Compensation Committee Member/ Sustainability and Governance Committee Member)

Date of birth　January 14, 1975
Term　17 years
Number of shares held
(Of which, number of those to be delivered by the share benefit trust)
4,231,346（74,846）

August 2003　NRSA Post-doctoral Fellow of Dartmouth Medical School
April 2004　Project Associate Professor of Research Center for Advanced Science and Technology, the University of Tokyo
January 2005　Visiting Associate Professor of Center for Collaborative Research, the University of Tokyo
April 2006　Project Associate Professor of Research Center for Advanced Science and Technology, the University of Tokyo
January 2007　Joined the Company
August 2008　Director of the Company
May 2012　Director and General Manager of Scientific Department of the Company
September 2012　Senior Vice President and General Manager of Scientific Department of the Company
July 2014　Senior Vice President, Head of Research & Development of the Company
September 2017　Representative Director, President of the Company
January 2022　Representative Director, President & CEO of the Company (to present)
April 2025 Director of PeptiStar Inc. (to present)

Reason Appointed to the Board of Directors
Dr. Patrick C. Reid joined the Company shortly after its foundation and has been leading research and development operations. He is assuming the responsibility of management as a Director of the Company and has deep insight and ability. In light of this, the Company believes that Dr. Reid is capable of successfully fulfilling his duties as Director, with respect to the decision-making process of the Board of Directors.
Board Meeting attendance (2025) : 100% (21/21)

Masato Murakami, Ph.D.

Director, Executive Vice President
Radiopharma Business & Development
(Co-Chairperson of the Compliance Risk Management Committee Member)

Date of birth　August 16, 1977
Newly Appointed
Number of shares held
(Of which, number of those to be delivered by the share benefit trust)
500（ー）

April 2004　Fellow of Division of Genetics, The Institute of Medical Science, The University of Tokyo
July 2006　Assistant Professor of Division of Genetics, The Institute of Medical Science, The University of Tokyo
April 2007　Research Fellow of IFOM, The FIRC Institute of Molecular Oncology Foundation
August 2010　Group Leader of Molecular Oncology Pathology of Novartis Institutes for Biomedical Research, Novartis Pharma AG.
October 2016　Executive Medical Director of R&D Division of Daiichi Sankyo Company, Limited
April 2017　Vice President of Biomarker Promotion Department and Global Precision Medicine Department, R&D Division of Daiichi Sankyo Company, Limited
January 2022　Chief Medical Officer (CMO) of the Company (to present)
July 2024　President and Representative Director of PDRadiopharma Inc. (to present)
December 2024　Director of PeptiAID Inc.
March 2025　President and Representative Director of PeptiAID Inc. (to present)

Reason Appointed to the Board of Directors
Dr. Masato Murakami has been leading new medicine development as the Company’s CMO, and, as President and Representative Director of PDRadiopharma Inc., the Company’s subsidiary, has been leading its business operations. In light of this, the Company believes that Dr. Murakami is capable of successfully fulfilling his duties as Director by utilizing his experience and insight, with respect to the decision-making process of the Board of Directors.

Independent External Directors

Kiichiro Kamiya.

Independent Outside Director
(Full-Time Auditing Committee Member/ Chairperson of the Board/ Chairperson of the Nomination and Compensation Committee/ Chairperson of the Sustainability and Governance Committee/
Co-Chairperson of the Compliance Risk Management Committee)

Date of birth　July 16, 1955
Term　1year
Number of shares held 523

April 1979 　Joined Hoechst Japan Ltd.
July 1988　Earned Master of Business Administration (MBA) in USC Marshall School of Business, University of Southern California
February 2001　Representative Director, President & Country Manager of ATMI, Inc.
September 2013　Joined JSR Corporation, and Executive Vice President of JSR Trading Co., Ltd.
September 2014　Director and Executive Vice President of JSR Trading Co., Ltd.
April 2015　Director and President of JSR Life Sciences Corporation
June 2015　Officer of JSR Corporation, Director and President of JSR Life Sciences Corporation, and Director of MEDICAL & BIOLOGICAL LABORATORIES CO., LTD.
April 2016　Officer and Deputy General Manager of Life Sciences Division of JSR Corporation
June 2017　Senior Officer and Deputy General Manager of Life Sciences Division of JSR Corporation, and Executive Officer of JSR Life Sciences Venture Capital
June 2022　Representative Director and CEO of Fastide, Inc. (to present)
March 2025　Outside Director (Audit and Supervisory Committee Member) of the Company (to present)

Reason Appointed to the Board of Directors
Mr. Kamiya was appointed as an Outside Director for his experience and perspective to provide appropriate opinions, from a viewpoint of ensuring legality and appropriateness of the decision-making process of the Company’s business execution.Dr. Sasaoka was appointed as an Outside Director for his experience and extensive knowledge of corporate management as well as his broad global insight. He is deemed to have no conflict of interest with our General Shareholders and is qualified as an independent Director.
Board Meeting attendance (2025) : 100% (17/17)
Auditing Committee Meeting attendance (2025) : 100% (15/15)

Yukinori Hanafusa

Independent Outside Director
(Auditing Committee Member/Nomination and Compensation Committee Member/Sustainability and Governance Committee Member)

Date of birth　May 10, 1975
Term　8 years
Number of shares held 7,377

April 1998　Joined Aoyama Audit Corporation
July 2001　 Registered as a Certified Public Accountant
August 2009　Founding Representative Director of Accounting Works Co., Ltd. (to present)
March 2015　Outside Corporate Auditor of ARCLAND SERVICE CO., LTD. (current ARCLAND SERVICE HOLDINGS CO., LTD.)
March 2016　 Outside Director of ARCLAND SERVICE HOLDINGS CO., LTD. (Audit and Supervisory Committee Member) of the Company
September 2017　 Outside Director (Audit and Supervisory Committee Member) of the Company (to present)
May 2018 Outside Corporate Auditor of GIFT HOLDINGS INC.
January 2019　 Outside Director (Audit and Supervisory Committee Member) of GIFT INC. (to present)
June 2020　Outside Director of AIZAWA SECURITIES CO., LTD.
June 2021　 Outside Director (Audit and Supervisory Committee Member) of AIZAWA SECURITIES CO., LTD. (to present)

Reason Appointed to the Board of Directors
Mr. Hanafusa has extensive experience and a broad perspective as a Certified Public Accountant. Mr. Hanafusa has been providing appropriate opinions, from a viewpoint of ensuring legality and appropriateness of the decision-making process of the Company's business execution, as well as monitoring and supervising of the management by utilizing his experience and perspective and is expected to continue performing this role. Therefore, the Company believes that Mr. Hanafusa is capable of successfully fulfilling his duties as Outside Director. He is deemed to have no conflict of interest with our General Shareholders and is qualified as an independent officer.
Board Meeting attendance (2025) : 100% (21/21)
Auditing Committee Meeting attendance (2025) : 100% (18/18)

Junko Utsunomiya

Independent Outside Director
(Auditing Committee Member/ Nomination and Compensation Committee Member/ Compliance Risk Management Committee Member)

Date of birth　June 21, 1971
Term　5 years
Number of shares held 5,799

April 2000　 Joined Nagashima Ohno & Tsunematsu
October 2007　Seconded to Tokyo Stock Exchange, Inc.
November 2011　Founded Utsunomiya Law Office
June 2012　External Statutory Auditor of Start Today Ltd. (current ZOZO, Inc.)
April 2013　Outside Corporate Auditor of Solasto Corporation
September 2013　Outside Director of Adventure, Inc.
February 2018　Founding partner of Utsunomiya Shimizu & Haruki (to present)
October 2018　Outside Corporate Auditor of RAKSUL INC.
October 2019　Outside Director of RAKSUL INC. (Audit and Supervisory Committee Member) (to present)
June 2020　Outside Director of Heiwa Real Estate Co., Ltd. (to present)
March 2021　Outside Director (Audit and Supervisory Committee Member) of the Company (to present)
June 2023　Outside Director of ZOZO, Inc. (Audit and Supervisory Committee Member) (to present)

Reason Appointed to the Board of Directors
Ms. Utsunomiya has extensive experience and broad perspective as an attorney and is well versed in corporate legal affairs. Therefore, the Company believes that Ms. Utsunomiya is capable of utilizing this to provide appropriate opinions, from a viewpoint of ensuring legality and appropriateness of the decision-making process of the Company's business execution. Therefore, the Company believes that Ms. Utsunomiya is capable of successfully fulfilling her duties as Outside Director. She is deemed to have no conflict of interest with our General Shareholders and is qualified as an independent officer.
Board Meeting attendance (2025) : 100% (21/21)
Auditing Committee Meeting attendance (2025) : 100% (18/18)

Junko Nishiyama

Independent Outside Director
(Auditing Committee Member/ Nomination and Compensation Committee Member/ Sustainability and Governance Committee Member/ Compliance Risk Management Committee Member)

Date of birth　January 10, 1957
Term　1 year
Number of shares held 0

April 1979 Joined Lion Fat and Oil Co., Ltd. (current Lion Corporation)
March 2006　Director of Finished Product Department, Purchasing Headquarters, Lion Corporation
March 2007　Director of Finished Product Purchasing, Production Coordinating Department No.2, Production Headquarters, Lion Corporation
January 2009　Director of Packaging Engineering Research Laboratories, Research & Development Headquarters, Lion Corporation
January 2014　Director of CSR Promotion Department, Lion Corporation
March 2015　Full-Time Corporate Auditor, Lion Corporation
March 2019　Advisor of Lion Corporation, and Outside Director (Member of the Audit Committee) of EBARA CORPORATION
June 2019　Outside Director of JACCS CO., LTD.
June 2020　Outside Audit & Supervisory Board Member of TODA CORPORATION (to present)
March 2021　Outside Director (Member of the Compensation Committee) of EBARA CORPORATION
March 2024　Outside Director (Member of the Audit Committee) of EBARA CORPORATION (to present)
March 2025　Outside Director (Audit and Supervisory Committee Member) of the Company (to present)

Reason Appointed to the Board of Directors
Ms. Nishiyama was appointed as an Outside Director for can utilize her can utilize her experience and perspective to provide appropriate opinions, from a viewpoint of ensuring legality and appropriateness of the decision-making process of the management of the Company’s business execution. She is deemed to have no conflict of interest with our General Shareholders and is qualified as an independent
Director. Board Meeting attendance (2025) : 100% (17/17)
Auditing Committee Meeting attendance (2025) : 100% (15/15)

※ As of March 31, 2026

Directors' expertise and experience

We appoint personnel with diverse expertise and experience as Director candidates in order to make appropriate management decisions while responding to various external and internal conditions. The expertise and experience we consider important at present are Corporate Management, and Global Business, Technology and R&D, Finance and Accounting, and Human Resources Management and Development, Legal and Risk Management, Sustainability.

Expertise and Experience (skill matrix) Possessed by Directors

Evaluation of the Effectiveness of the Board of Directors

PeptiDream evaluates the effectiveness of its Board of Directors meetings every year in order to improve the functions of the Board of Directors. The evaluation was carried out by directly responding to a survey conducted by a third party. In 2024, the highlights of the evaluation results are as follows. The Company’s understanding based on the results of the questionnaire is that evaluations were largely positive, and the effectiveness of the Board of Directors is sufficiently ensured.

Highly Rated* Items	○The Board’s engagement in succession planning ○Advance sharing of Board materials ○Diversity of the Board of Directors
Poorly Rated* Items	○Time allocated for Board discussions ○Advice and questions from outside Directors ○Supervisory function of outside Directors
Items for which improvement has been observed since 2023	In response to the action item identified in the 2023 survey regarding the enhancement of the supervisory function of outside Directors, the implementation of more comprehensive pre-briefing sessions has led to significantly more effective and dynamic discussions than in previous years.
Future measures	We will continue to strengthen and evolve the briefing sessions with outside Directors, leveraging their expertise and diverse perspectives to further improve the effectiveness of the Board of Directors.

* Comparison with the average of all companies evaluated for the effectiveness of the Board of Directors by external organizations

Directors' Remuneration

PeptiDream’s policy is to determine the remuneration of Directors as a level appropriate for a global company, by enabling PeptiDream to attract and motivate talented personnel towards the achievement of short-term performance targets and medium-term targets. Directors’ remuneration including CEO compensation is a combination of fixed remuneration and performance-linked remuneration. Performance-based compensation is determined at a range of 0% to 120% of fixed compensation, with the percentage of the performance-based portion of total compensation being in the range of 0% to 54.5%. Remuneration for Directors serving on the Audit and Supervisory Committee is limited to fixed remuneration, rather than adopting a performance-linked remuneration system. The total remuneration of the three Directors is 690,750 thousand yen and the total remuneration of the four members of the Audit and Supervisory Committee is 24,644 thousand yen for the fiscal year ended December 31, 2024. For more information, please refer to the Corporate Governance Report.

Strategic Stockholdings

We currently hold the stock of three non-listed companies, other than our affiliates, for purposes other than pure investment. These are operating companies that are strategic alliances with the aim of enhancing our corporate value over the medium-to-long term by maintaining and strengthening relationships. We have held shares in RayzeBio of the U.S. since August 2020 as part of a strategic alliance, but we sold them when the company was listed on the NASDAQ in September 2023 and acquired by Bristol Myers Squibb (announced in December 2023).
There are no holdings of ❶ shares of listed companies, ❷ cross-shareholdings, or ❸ holdings by financial institutions for strategic purposes.

* As of June 30, 2024

Dialogues with Stakeholders

We define patients and healthcare professionals, employees, shareholders and investors, business partners, research institutions, government agencies, NGOs/NPOs, and local communities as key stakeholders. Among the important initiatives is the timely and fair disclosure of information in order to build a relationship of trust with shareholders and in investers and to enhance corporate value.
In 2024, we held a total of 444 IR meetings and facilitated active dialogue sessions with domestic and overseas investors. In addition, we held briefings focusing on R&D following 2023 and finamcial results briefings in English by Patrick C. Reid, President & CEO, in order to further increase transparency of our R&D activities.

Data (Governance)

Internal Control and Risk Management

Basic Approach

We have established a Basic Policy on the Development of Internal Control Systems, as resolved by the Board of Directors, and are committed to building a robust framework to ensure the appropriateness of our operations. An internal auditor is appointed to conduct audits across all business operations, including internal controls and legal compliance, based on a predefined audit plan. The results of these audits are reported directly to the President & CEO. Additionally, any significant issues or concerns identified during internal audits are reported directly to the Audit and Supervisory Committee.
We also conduct audits related to the development and operation of internal controls over financial reporting, aiming to strengthen our internal control functions. Through regular exchanges of opinions with Audit and Supervisory Committee members and accounting auditors, we promote collaboration under a three-tier audit structure, ensuring audits are conducted efficiently and effectively.

Risk Management System

PeptiDream has established a risk management system based on a three lines of defense model.
・Risks associated with the promotion of day-to-day business activities are owned and managed by department managers, who report the risks to management. (First line of defense)
・The Legal & Compliance Department and the Compliance & Risk Management Committee, which is co-chaired by an independent outside Director and an internal Director, collect and analyze risk information from a group-wide perspective and report important risks and response policies to the Board of Directors. (Second line of defense)
・Internal audits are conducted with the involvement of independent outside Directors and external experts to independently evaluate and supervise the organizational practices of the first and second lines of defense to ensure that they are consistent with the company's overall risk strategy and policies. (Third line of defense)
In 2024, the Compliance & Risk Management Committee reviewed the company-wide risk and management status, including the operational status of the whistleblowing system.

Specific examples of emerging risk items and countermeasures

・Challenges to attract and retain top talent due to labor shortages in Japan (2040 labor shortage problem)

As the working age population is expected to rapidly decline and talent mobility is increasing in the Japanese society, Japan may face a shortage of more than 11 million workers by 2040. Failure to attract or retain top talent may impact our overall business performance, as well as have a negative impact on those remaining in the workforce leading to additional work and responsibilities for the employees. In order to acquire talent, we aim to respond to societal changes such as rising wage levels and diversifying work styles, and we are striving to strengthen our recruitment competitiveness and secure human resources through improving employee engagement.

・Intensifying conflicts between or within nations, political, economic and social decoupling and security crisis

Radionuclides used in radiopharmaceuticals are often manufactured from radioactive raw materials in special facilities such as nuclear reactors and accelerators, and their supply sources depend on specific suppliers, mainly overseas. If a conflict intensifies in the country where the raw materials are sourced or where the manufacturing facilities are located, the supply of raw materials may be disrupted, leading to higher costs for raw materials and delays in product delivery. By diversifying the supply of raw materials to multiple regions and companies, we strive to reduce the risk of dependence on specific supply sources.

・Business Continuity Management

We analyze and take measures against the risk of business interruption due to natural disasters and accidents. We recognize the concentration of personnel related to business and R&D activities at PeptiDream’s only site in Tonomachi, Kawasaki-ku, Kawasaki City Kanagawa Prefecture as greatest risk.
In the event of a natural disaster, such as a flood, in relation with the Tama River flowing around the area, we expect damage to our facilities, restrictions on various infrastructures, and other unexpected situations. An emergency power supply is installed on the rooftops of the headquarters and laboratories of PeptiDream, and R&D equipment is installed on two or more floors, with the aim to minimize the impact of flooding on the first floor.

・Cybersecurity

PeptiDream recognizes cyber-attacks, which have become an increasing threat in recent years, as one of our key risks. PeptiDream implements security measures such as security monitoring 24 hours a day, 365 days a year, server-less systems, and strict endpoint management. We strive to improve employee literacy by regularly sharing the latest cybersecurity information. We are also working to raise the level of cybersecurity measures by regularly sharing the latest information on cybersecurity.

Information Security Governance Mechanism

PeptiDream has established governance mechanisms to oversee information security activities, under the leadership of a designated officer, ensuring organization-wide implementation.

Compliance and Whistleblower System

Since 2012, PeptiDream has implemented an internal reporting system based on our internal reporting regulations. The system provides both external (third-party organizations and independent outside Directors) and internal contact points for reporting. Reports are submitted to the internal auditor and the Compliance and Risk Management Committee. When necessary, investigations are conducted. Upon completion of the investigation, the findings are reported to the Audit and Supervisory Committee, and in the case of significant matters, to the Board of Directors.