Corporate Governance

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Directors

List of Directors (after June 28, 2022)

Directors (12 members)

Name	Corporate management	Law and compliance	Accounting and auditing	Diversity^*	M&A	Corporate restructuring	Capital markets	International business
Taro SHIMADA	〇					〇		〇
Goro YANASE	〇					〇
Akihiro WATANABE (Outside Director, Independent)	〇		〇		〇		〇	〇
Paul J. BROUGH (Outside Director, Independent)	〇	〇	〇	〇		〇		〇
Ayako Hirota WEISSMAN (Outside Director, Independent)	〇			〇			〇	〇
Jerome Thomas BLACK (Outside Director, Independent)	〇		〇	〇	〇	〇		〇
George Raymond ZAGE III (Outside Director, Independent)	〇		〇	〇	〇	〇	〇	〇
Katsunori HASHIMOTO (Outside Director, Independent)	〇	〇	〇		〇			〇
Mikio MOCHIZUKI (Outside Director, Independent)	〇	〇	〇		〇			〇
Ayumi UZAWA (Outside Director, Independent)		〇	〇
Eijiro IMAI (Outside Director, Independent)		〇			〇	〇	〇
Nabeel BHANJI (Outside Director, Independent)				〇	〇	〇	〇	〇

* Diversity indicates diversity of gender, ethnicity, nationality, and other identities.

One of the 12 directors is female.

Please see here for Directors' careers.

Chairperson of the Board of Directors / Members of Committees (As of June 28, 2022)

Chairperson of the Board of Directors	Akihiro WATANABE
Nomination Committee	George Raymond ZAGE III (Chairperson), Akihiro WATANABE (Vice Chairperson), Paul J. BROUGH, Jerome Thomas BLACK, Katsunori HASHIMOTO
Audit Committee	Katsunori HASHIMOTO (Chairperson), Mikio MOCHIZUKI, Ayumi UZAWA
Compensation Committee	Ayako Hirota WEISSMAN (Chairperson), Mikio MOCHIZUKI, Ayumi UZAWA, Eijiro IMAI
Special Committee	Jerome Thomas BLACK (Chairperson), Paul J. BROUGH (Vice Chairperson), Akihiro WATANABE(Vice Chairperson), Ayako Hirota WEISSMAN, George Raymond ZAGE III, Eijiro IMAI, Nabeel BHANJI

Director Nomination Criteria

When determining the content of proposals regarding the election of directors, the Company will select candidates who fulfill the following criteria and who are able to appropriately fulfill the duties of monitoring and supervising business execution and determining the direction of management strategies:

Being a respected, dignified, and highly ethical person;
Being responsive to compliance with laws and regulations;
Being in good health to conduct the required duties;
Having the ability to make objective judgments on management issues as well as excellent foresight and vision;
Having no interest in or transaction with the Company's main business fields that might affect management decisions;
and
For outside directors, having expertise, insight, and a good track record in a field such as law, accounting, or corporate management.

Independence Criteria for Outside Directors

In addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan, the Nomination Committee will judge any outside director falling under any of the following items to lack independence:

The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company in which the Company currently holds 10% or more of the voting rights.
The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company that currently holds 10% or more of the voting rights of the Company.
The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company whose transactions with the Company in any of the past three fiscal years totaled a monetary amount exceeding 2% of the consolidated net sales of that company or the Company
The outside director currently is or at any point in the past three years has been an executive director, executive officer, or employee of a financial institution from which the Company currently borrows funds equal to 2% or more of its total assets
The outside director has in any of the past three fiscal years received compensation other than director compensation exceeding ten million yen from the Company as a law, accounting, or tax expert or consultant; or an organization to which the outside director belongs has in any of the past three fiscal years received from the Company compensation as a law, accounting, or tax expert or consultant exceeding 2% of the annual revenue of that organization.
In any of the past three fiscal years, the Company has made contributions exceeding ten million yen to the outside director or to a corporation to which the outside director currently belongs or at any point in the past three years has belonged as an officer that executes business or as an employee. However, in case of contributions to a corporation, this applies when the outside director was directly involved in the research, education, or other activity concerning the contributions.
The outside director currently belongs or at any point in the past three years has belonged as an executive director, executive officer, or employee to a company whose outside officers currently include any persons with experience as an officer of the Company that executed business.
The outside director currently is or at any point in the past three years has been a representative officer, officer, or employee of the current accounting auditor (independent auditor) or an accounting auditor (independent auditor) in the past five fiscal years of the Company.

Outside Directors’ Relationship with the Company

(Source: Corporate Governance Report (published on August 16, 2022))

Name	Supplementary Explanation of the Relationship	Reasons of appointment
Akihiro WATANABE	Mr. Akihiro WATANABE is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Chairman, Managing Director, Chairman of Asia Corporate Finance, Houlihan Lokey K.K. Outside Director, Maruho Co. Ltd. Representative, Akihiro Watanabe CPA Office	Mr. Akihiro WATANABE learned finance, accounting, and auditing as an accountant, he gained deep knowledge through more than 15 years of experience as CEO of a listed company, as well as privatization projects at the company he founded. He founded a leading M&A advisory firm in Japan, having experience in numerous domestic and overseas M&A transactions (including privatization transactions), and having deep knowledge of capital markets and M&A, and is expected to appropriately supervise the management of the Company. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan. There are no transactions between the Company and Houlihan Lokey Group, and there are no other transactions with the companies where he holds significant concurrent positions.
Paul J. BROUGH	Mr. Paul J. BROUGH is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Independent Non-Executive Director, Vitasoy International Holdings Limited Independent Non-Executive Director, Guoco Group Limited Chief Executive, Blue Willow Limited	Mr. Paul J. BROUGH is a Chartered Accountant in the United Kingdom. He has significant expertise in finance and accounting, deep experience in M&A and business restructuring as a financial advisor and as a Chief Restructuring Officer for a number of companies, and has experience in international business from serving in positions such as executive director for multinational companies. He is appropriately supervising the management of the Company based on his experience in international business, deep experience in M&A and business restructuring, and extensive experience and broad expertise as a management executive. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Ayako Hirota WEISSMAN	Ms. Ayako Hirota WEISSMAN is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Senior Vice President, Senior Portfolio Manager and Director in charge of Asia Strategy, Horizon Kinetics LLC Non-Executive Director, Nippon Active Value Fund plc	Ms. Ayako Hirota WEISSMAN has many years of experience in many aspects of the investment business, including her experience investing in both Japanese and foreign stocks, giving her particularly deep experience and expertise in the area of investment. In addition to her experience in international business, she is an expert in Japanese business through her experience as an outside director of a Japanese company. She is appropriately supervising the management of the Company based on her extensive experience and broad expertise. She does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Jerome Thomas BLACK	Mr. Jerome Thomas BLACK is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Advisor, Aeon Co., Ltd.	Mr. Jerome Thomas BLACK has experience in an international consulting firm, and has worked for many years in the business execution of Japanese companies. He has experience in business execution as a manager of group strategy and IT/digital business, strong expertise in the management of Japanese companies, and experience in international business, and is appropriately supervising the management of the Company based on his extensive experience and broad expertise. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan. He has served as an executive of Aeon Co., Ltd., a business partner of the Company, in the past, but the volume of transactions between that company and the Company is less than 1% of each party’s consolidated net sales, and therefore has no significant impact on his independence as an outside director.
George Raymond ZAGE III	Mr. George Raymond ZAGE is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Independent Non-Executive Director of Whitehaven Coal Limited Founder and CEO, Tiga Investments Pte. Ltd. Commissioner(Non-Executive), PT Lippo Karawaci Tbk Tiga Acquisition Corp Chairman and CEO Director, EDBI, Pte. Ltd	Mr. George Raymond ZAGE III has experience investing in a number of listed and unlisted companies, and also in startup investment and investment for corporate rehabilitation, through his work with a prominent investment fund group. With his experience in investment fund, he is expected to bring his expertise in business portfolios, business restructuring, M&A, capital markets, and capital allocation to the Board of Directors, and is appropriately supervising the management of the Company. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan. He was the managing member of Farallon Capital Asia Pte. Ltd., part of the Company’s major shareholder Farallon Capital Group, until August 2018. Because Farallon Capital Group holds less than 10% of the voting rights of the Company, this does not affect his independency. He has indicated his intention to perform his duties as a director for the Company, and not any specific shareholder.
Katsunori HASHIMOTO	Mr. Katsunori HASHIMOTO is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Chairperson, DSS Sustainable Solutions Japan, LLC Specially Appointed Professor, Tokyo Metropolitan University Graduate School of Management	Mr. Katsunori HASHIMOTO has experience serving as Chief Financial Officer of a U.K. subsidiary of a Japanese manufacturer, Manager of internal audit division of a U.S. subsidiary of an international chemical manufacturer, Director and General Manager of the finance department and Director and Senior Vice President of a Japanese subsidiary of an international chemical manufacturer. He has both considerable experience and high level of insight as a manager, and is appropriately supervising the management of the Company. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Mikio MOCHIZUKI	Mr. Mikio MOCHIZUKI is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Outside Director, Aida Engineering, Ltd.	Mr. Mikio MOCHIZUKI has experience as President and CEO of Regional Headquarter for the Americas and Director, Managing Executive Officer, General Manager of Finance & Accounting Division of a Japanese manufacturer. He has rich experience and high-level insight as an executive and deep knowledge regarding accounting and auditing as a finance division general manager, and is expected to appropriately supervise the management of the Company. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan. He was an executive member of IHI Corporation., but the volume of transactions between the Company and IHI Corporation is less than 2 % of each party’s consolidated net sales, and there are no transactions with the company where he holds a significant concurrent position. He is also a relative within three degrees of kinship of an employee of Mizuho Bank, Ltd., which is an important lender to the Company, but this does not affect his independence as the employee is not an important employee of Mizuho Bank, Ltd.
Ayumi UZAWA	Mr. Ayumi UZAWA is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Representative of Uzawa CPA Office	Mr. Ayumi UZAWA was previously a member of a leading Japanese audit firm, currently serves as representative of a certified public accountant firm, and has deep knowledge regarding finance, accounting, and auditing. Moreover, he previously worked in the 2nd Investigation Division of the Criminal Affairs Bureau of the Metropolitan Police Department and in the Securities and Exchange Surveillance Commission, is qualified as a Certified Fraud Examiner, has served on numerous outside committees and the like, and has deep knowledge regarding discovery and prevention of recurrence of misconduct. He is expected to utilize his rich experience in finance, accounting, and the like and high-level insight regarding misconduct, and to appropriately supervise the management of the Company. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan.
Eijiro IMAI	Mr. Eijiro IMAI is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Managing Director, Farallon Capital Japan LLC Outside Director, BroadBand Tower, Inc.	Mr. Eijiro IMAI is qualified as an attorney at law, and after providing legal advice as an attorney at law on various M&A transactions, he has worked for the renowned investment fund groups, and has served as Japan representative and Managing Director of Farallon Capital Group since 2019. He has experience in investing in and supporting management of a number of listed and unlisted companies, and also has experience in a number of privatization transactions and investment for business restructuring in his different capacities as an attorney at law, private equity investor, and minority investor for listed companies. With such experience, he is expected to bring to the Board of Directors his expertise in business portfolio management, business restructuring, M&A, capital markets, and capital allocation. Especially, as he has been recommended by our major shareholder, it is believed that he can bring transparency to the process of analyzing strategic alternatives for the Company from the perspective of a shareholder representative, and it is expected that he can appropriately supervise the management of the Company. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan. He is an executive member of Farallon Capital Japan LLC, a part of Farallon Capital Group, which is a major shareholder of the Company. Because the voting rights percentage held by Farallon Capital Group is less than 10%, this does not affect his independence. He also previously worked as an attorney at law at Nishimura & Tokiwa (currently Nishimura & Asahi) which has transactions with the Company. Because more than ten years have lapsed since his resignation, this does not affect his independence. He has indicated his intention to perform his duties as a Director for the benefit of the Company, and not for any specific shareholder.
Nabeel BHANJI	Mr. Nabeel BHANJI is an Independent Officer as stipulated by the Tokyo Stock Exchange and other financial instruments exchanges. [Significant concurrent positions]: Senior Portfolio Manager, Elliott Investment Management President, Elliott Opportunity II Corporation	Mr. Nabeel BHANJI serves as a senior portfolio manager at Elliott Investment Management, where he has worked for the past decade. Over the course of his career, in which he has also held roles at an investment bank and a private equity fund, he has built extensive experience investing in listed and unlisted companies. Given his experience, Mr. BHANJI would bring to the Board of Directors expertise in business restructuring, M&A, capital markets and capital allocation. It is expected that he will meaningfully contribute to the evaluation of strategic alternatives that could unlock value at the Company, bringing transparency and credibility to the process, and will appropriately supervise the management of the Company. He does not maintain relationships, transactions, or other significant interests as stipulated in the Independence Criteria for Outside Directors established by the Company in addition to the independence criteria established by Tokyo Stock Exchange, Inc. and other financial instruments exchanges in Japan. Elliott Investment Management is a major shareholder of the Company. However, the voting rights percentage held by Elliott Investment Management is less than 10%. Therefore Mr. BHANJI clearly meets the Independence Criteria for Outside Directors, and his independence in not in question. He has indicated his intention to perform his duties as a Director for the benefit of the Company, and not for any specific shareholder.

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