Corporate Governance

Overview of Corporate Governance

(Years Ended March,31.2024)

Governance Type Company with Three Committees
Number of Board Members 9
Number of Outside Directors 5 (55.6%)
Number of Independent Outside Directors 5 (Notified as the independent outside directors designated by the Tokyo Stock Exchange)
Board Diversity 3 female directors (33.3%)
Number of Board Meetings
Held per Year
13 times
Average Attendance Rate
of Board Meetings
100%
Director's Term 1 year
Chairman and CEO One person serving as both
Nomination
Committee
5 members (3 outside directors; chaired by an outside director; meetings held 7 times per year)
Audit
Committee
5 members (5 outside directors; chaired by an outside director; meetings held 6 times per year)
Compensation
Committee
4 members (3 outside directors; chaired by an outside director, meetings held 6 times per year)

Description of Corporate Governance

We are aiming for the sustainable co-growth of enterprises and society. We think of corporate governance as a system that supervises our activities toward that goals. It is important to develop an environment for securing the transparency and fairness of management facilitating active decision making, and disclosing information properly. We recognize that shareholders, society and the environment entrust us with valuable managerial resources, and aim to realize the sustainable growth of society and the environment and create corporate value in the medium to long terms, in cooperation with stakeholders, and will fulfill our accountability.

Development of Corporate Governance System

In June 2004, in order to enhance oversight function of the Board of Directors and the quality of management and enrich management practices such as prompt decision-making and agile execution of operation, the Company was reorganized into a company with committees (currently company with three committees), which is more transparent and fair and in which outside directors account for the majority of board members. In June 2008, a female director was appointed for the first time, and in June 2024, female directors make up 22% of the board. In addition, we appoint outside directors with a wide array of knowledge, experience and skills such as management, marketing, accounting and legal affairs, etc. Since 2015, a board evaluation has been also conducted on annual basis to improve the effectiveness of the Board.

Remunerations of Directors and Executive Officers

The Compensation Committee sets and determines the remuneration policy. The remuneration system was revised on April 30, 2015 at the Compensation Committee, so that executive will be able to align interests with shareholders as they seek sustainable mid-term to long-term growth of corporate value. Moving towards the goal of mutual interests with shareholders, points are given to Executive Officers according to business results of each term, and a share remuneration system is adopted where shares are provided upon their retirement as part of a mid-term to long-term incentive.

Corporate Governance Structure

Board Composition

(As of June 20, 2023)

Directors Nomination Committee Audit Committee Compensation Committee Name
Chairman of the Board Yo Kozuki*
Director Seiichi Nishida*
Director Kaoru Yonemoto*
Director Koichi Yoshizawa*
Director
(Outside Director) ☆
Shinzo Maeda
Director
(Outside Director) ☆
Shoichiro Iwata
Director
(Outside Director) ☆
Hiroko Noda
Director
(Outside Director) ☆
Yoko Wachi
Director
(Outside Director) ☆
Masayoshi Miyanaga
9 directors
(Five of whom are outside directors)
5
members
5
members
4
members

●:Chairperson ○:Committee member *:Holds the concurrent position of executive officer ☆:Independent Outside Director

Areas of Executive Officer Responsibility

(As of April 1,2024)

Executive Officers Responsibilities Name
President & CEO Overall management
In charge of New Business Development
and Strategic Investment Office,
Customer Relation Office
Yo Kozuki*
Executive Vice President & CDO** In charge of the Corporate Value Enhancing Division Seiichi Nishida*
Senior Managing Executive Officer In charge of the International Business Division Kaoru Yonemoto*
Managing Executive Officer In charge of the Business Administration Division***
and responsible for Domestic Group Companies
Koichi Yoshizawa*
Executive Officer In charge of the Business Administration Division
and Division Director the Business Administration Division
Naruaki Hashimoto
Executive Officer In charge of the Manufacturing Division
and Total Quality Management Division
Hideki Naito
Executive Officer In charge of the Business Division 1
and the Research & Development Division
Yosuke Maeda
Executive Officer In charge of the Business Division 2 and the Marketing Planning Division,
and Division Director the Business Division 2 and Marketing Planning Division
and General Manager Aroma Business Development Section
Kazunari Yamamoto
Executive Officer In charge of the Sales Division,
and Division Director Sales Division
Yukihiro Takayama

*: Holds the concurrent position of director

**:Chief Digital Officer

***:responsible for supervising the Division