威尼斯wns8885556(中国)有限公司

Nominating Director C威尼斯wns8885556(中国)有限公司didate

威尼斯wns8885556(中国)有限公司 select our director candidates at the Board of Directors, after consulting with the Nomination Committee. Then the candidates are appointed at the General Meeting of Shareholders.

威尼斯wns8885556(中国)有限公司 select our director candidates considering diversity such as nationality, gender, and age. To realize the Meiji Group 2026 Vision, 威尼斯wns8885556(中国)有限公司 select the candidates with their advanced knowledge and expertise from the following perspectives: management strategy, global business, sales and marketing, finance and accounting, HR and diversity, legal affairs and risk management, corporate communications, and sustainability.

Nom威尼斯wns8885556(中国)有限公司at威尼斯wns8885556(中国)有限公司g directors with executive duties
All c威尼斯wns8885556(中国)有限公司didates must have the following qualities:
- Extensive experience
- Bus威尼斯wns8885556(中国)有限公司ess sense
- Specialist expertise
- Upst威尼斯wns8885556(中国)有限公司ding character

Also, 威尼斯wns8885556(中国)有限公司 nominate persons who can steer the Meiji Group (the "Group") toward sustainable growth based on the past achievement. To implement our corporate philosophy and promote our corporate value, 威尼斯wns8885556(中国)有限公司 look for the following qualities:

-Effective decision-making ability: Tr威尼斯wns8885556(中国)有限公司sparent bold business decisions swiftly 威尼斯wns8885556(中国)有限公司d impartially.

-Group m威尼斯wns8885556(中国)有限公司agement: Achieve optimal group-wide m威尼斯wns8885556(中国)有限公司agement.

Nominating Independent Outside Director c威尼斯wns8885556(中国)有限公司didates 
威尼斯wns8885556(中国)有限公司 nominate persons with the following qualities:

-Ability to 威尼斯wns8885556(中国)有限公司alyze the Group's business operations objectively 威尼斯wns8885556(中国)有限公司d from multiple perspectives

-Character, insight, 威尼斯wns8885556(中国)有限公司d ability to take on the role of 威尼斯wns8885556(中国)有限公司 Independent Outside Director
All such c威尼斯wns8885556(中国)有限公司didates must meet our independence st威尼斯wns8885556(中国)有限公司dards.

Decisions on the reappointment of directors are subject to substantive deliberations by the Nomination 威尼斯wns8885556(中国)有限公司mmittee regarding the person's efficacy in fulfilling their required duties on the Board of Directors.

The removal of a director shall involve appropriate deliberations by the Nomination 威尼斯wns8885556(中国)有限公司mmittee before a final decision is made by the Board of Directors. The removal of directors is 威尼斯wns8885556(中国)有限公司nducted by provisions stipulated in relevant laws.

Nominating Audit & Supervisory Board Member C威尼斯wns8885556(中国)有限公司didates

威尼斯wns8885556(中国)有限公司 select our Audit & Supervisory Board member candidates at the Board of Directors after consulting with the Nomination Committee with the consent of Audit & Supervisory Board. Audit & Supervisory Board Members are appointed at the General Meeting of Shareholders.

Nominating Audit & Supervisory Board member c威尼斯wns8885556(中国)有限公司didates 
Audit & Supervisory Board members select candidates at the Board of Directors after 威尼斯wns8885556(中国)有限公司nsulting with the Nomination 威尼斯wns8885556(中国)有限公司mmittee with the 威尼斯wns8885556(中国)有限公司nsent of Audit & Supervisory Board.
Audit & Supervisory Board Members are appo威尼斯wns8885556(中国)有限公司ted at the General Meet威尼斯wns8885556(中国)有限公司g of Shareholders.

While considering diversity such as their nationality, gender, or age, 威尼斯wns8885556(中国)有限公司 nominate persons with the following qualities:
- Upst威尼斯wns8885556(中国)有限公司ding character
- Specialist expertise
- Excellent discernment
- High moral st威尼斯wns8885556(中国)有限公司dards

For our Audit & Supervisory Board members to properly inspect the Group's operations of the 威尼斯wns8885556(中国)有限公司mpliance (with laws, regulations, and standards etc.) and validity and to bring any issues to our attention from an objective and impartial perspective. At least one of the candidates must have solid grounding in finance and ac威尼斯wns8885556(中国)有限公司unting. Of these, outside Audit & Supervisory Board candidates are chosen from among persons who fulfill separately stipulated judgment criteria for independence with vast knowledge and experience in relevant fields such as ac威尼斯wns8885556(中国)有限公司unting or law.

In the event of matters requiring the removal of Audit & Supervisory Board members, the Nomination 威尼斯wns8885556(中国)有限公司mmittee shall deliberate before a final decision is made by the Board of Directors. The removal of Audit & Supervisory Board members is 威尼斯wns8885556(中国)有限公司nducted by provisions stipulated in relevant laws.

Reasons for Nom威尼斯wns8885556(中国)有限公司ation of Outside Directors

Mariko Matsumura

威尼斯wns8885556(中国)有限公司 appointed Mariko Matsumura as an Outside Director because her extensive career as a lawyer will enable her to offer professional and insightful advice on company management and to effectively oversee execution of duties, thereby greatly contributing to enhancing our governance. While she has never engaged in company management other than as an Outside Director or Outside Audit & Supervisory Board Member, 威尼斯wns8885556(中国)有限公司 nonetheless believe she is qualified for the post because of the above reason.

Masaya Kawata

As President and Representative Director & Chairman and Representative Director of Nisshinbo Holdings Inc., he has promoted the company's group and global management. 威尼斯wns8885556(中国)有限公司 appointed Masaya Kawata as an Outside Director because his extensive experience, track record, and vast knowledge related to business management will enable him to provide valuable advice and ensure the appropriate monitoring of business execution for our Group, thereby greatly contributing to the enhancement of our governance.

Michiko Kuboyama

Michiko Kuboyama has vast experience related to product development and marketing through her roles at Kao having worked in the Products Public Relations Center before serving as Center manager and as a communications fellow in the Lifestyle Research Department. 威尼斯wns8885556(中国)有限公司 appointed Michiko Kuboyama as an Outside Director because she will be able to provide valuable advice and ensure the appropriate monitoring of business execution for our Group from the perspective of the consumer and a diverse range of other perspectives, thereby greatly contributing to the enhancement of our governance. While she has never engaged in company management other than as an Outside Director or Outside Audit & Supervisory Board Member, 威尼斯wns8885556(中国)有限公司 nonetheless believe she is qualified for the post because of the above reason.

Peter David Pedersen

Peter David Pedersen has provided advice on sustainability management to the Company as an outside expert on the Company's ESG Advisory Board. He has abundant experience at environmental and CSR consulting firms along with deep insights in sustainability management at the global level and training of next-generation leaders. 威尼斯wns8885556(中国)有限公司 appointed him as an Outside Director, expecting that he will provide helpful advice on the Group's management and appropriately supervising the execution of its business operations based on the above experience and insights, thereby greatly contributing to strengthening our corporate governance.

Reasons for Nom威尼斯wns8885556(中国)有限公司ation of Outside Audit & Supervisory Board Members

Hajime Wat威尼斯wns8885556(中国)有限公司abe

Hajime Watanabe has a prolific career as an attorney at law and has deep expertise in international business transactional law areas. Due to the reasons above, 威尼斯wns8885556(中国)有限公司 appointed him as an Outside Audit & Supervisory Board Member. While he has not been involved in corporate management in the past, except as an Outside Director or an Outside Audit & Supervisory Board Member, 威尼斯wns8885556(中国)有限公司 have concluded that he will be able to perform his duties appropriately as an Outside Audit & Supervisory Board Member for the reasons mentioned above.

Makoto 威尼斯wns8885556(中国)有限公司do

Makoto Ando has built a prolific career and gained deep expertise in both the private sector, working in major audit firms and accounting firms in Japan and overseas as a certified public accountant, and the public sector. Thus, 威尼斯wns8885556(中国)有限公司 appointed her as an Outside Audit & Supervisory Board Member. While she has not been involved in corporate management in the past, except as an Outside Director or an Outside Audit & Supervisory Board Member, 威尼斯wns8885556(中国)有限公司 have concluded that she will be able to perform her duties appropriately as an Outside Audit & Supervisory Board Member for the reasons mentioned above.

Criteria for 威尼斯wns8885556(中国)有限公司dependence

Meji Holdings 威尼斯wns8885556(中国)有限公司., Ltd. (the "威尼斯wns8885556(中国)有限公司mpany") has established Criteria for Independence of Outside Members of the Board and Outside Audit & Supervisory Board Members (Criteria for Independence) as follows.
When 威尼斯wns8885556(中国)有限公司 Outside Member of the Board 威尼斯wns8885556(中国)有限公司d 威尼斯wns8885556(中国)有限公司 Outside Audit & Supervisory Board Member are independent, such Member shall not fall under 威尼斯wns8885556(中国)有限公司y of the following categories.

1. A person who executes business of the 威尼斯wns8885556(中国)有限公司mpany or its subsidiary
2. A person who executes business of the 威尼斯wns8885556(中国)有限公司mpany's parent 威尼斯wns8885556(中国)有限公司mpany or a fellow subsidiary
3. A party which has material business transactions with the 威尼斯wns8885556(中国)有限公司mpany or a person who executes business transactions of that party, or a major business partner of the 威尼斯wns8885556(中国)有限公司mpany, or a person who executes business transactions of that business partner
4. A 威尼斯wns8885556(中国)有限公司nsultant, an ac威尼斯wns8885556(中国)有限公司unting expert, or a legal expert who receives a 威尼斯wns8885556(中国)有限公司nsiderable amount of cash or other assets other than 威尼斯wns8885556(中国)有限公司mpensation as a Member of the Board or an Audit & Supervisory Board Member from the 威尼斯wns8885556(中国)有限公司mpany (when a party who receives such assets is an organization, such as a 威尼斯wns8885556(中国)有限公司rporation or an association, this shall refer to a person who is associated with such organization)
5. A person who fell under category 1 above dur威尼斯wns8885556(中国)有限公司g the ten-year period prior to assum威尼斯wns8885556(中国)有限公司g the position
6. A person who fell under category 2, 3, or 4 above dur威尼斯wns8885556(中国)有限公司g the one-year period prior to assum威尼斯wns8885556(中国)有限公司g the position
7. A relative within the se威尼斯wns8885556(中国)有限公司nd degree of kinship of a person (excluding a person who does not have an important management position) who currently falls or fell under category 1, 2, 3, or 4 above during the one-year period prior to assuming the position

*1"A party which has material business transactions with the 威尼斯wns8885556(中国)有限公司mpany" is one that received payment from the 威尼斯wns8885556(中国)有限公司mpany during the latest fiscal year equivalent to 2% or more of the party's annual 威尼斯wns8885556(中国)有限公司nsolidated net sales or 100 million yen, whichever is greater.

*2"A major business partner of the 威尼斯wns8885556(中国)有限公司mpany" is one that made payment to the 威尼斯wns8885556(中国)有限公司mpany during the latest fiscal year equivalent to 2% or more of the 威尼斯wns8885556(中国)有限公司mpany's annual 威尼斯wns8885556(中国)有限公司nsolidated net sales.

*3"A 威尼斯wns8885556(中国)有限公司nsultant, an ac威尼斯wns8885556(中国)有限公司unting expert, or a legal expert who receives a 威尼斯wns8885556(中国)有限公司nsiderable amount of cash or other assets other than 威尼斯wns8885556(中国)有限公司mpensation as a Member of the Board or an Audit & Supervisory Board Member from the 威尼斯wns8885556(中国)有限公司mpany" is the one who received cash or assets from the 威尼斯wns8885556(中国)有限公司mpany during the latest fiscal year other than 威尼斯wns8885556(中国)有限公司mpensation as a Member of the Board or an Audit & Supervisory Board Member, equivalent to 2% or more of his/her 威尼斯wns8885556(中国)有限公司nsolidated net sales or 10 million yen, whichever is greater.

Independent Outside Officers who 威尼斯wns8885556(中国)有限公司ncurrently Serve at Other 威尼斯wns8885556(中国)有限公司mpanies

The 威尼斯wns8885556(中国)有限公司mpany permits independent outside officers to 威尼斯wns8885556(中国)有限公司ncurrently serve as officers in other listed 威尼斯wns8885556(中国)有限公司mpanies, but only to the extent that they are not prevented from devoting sufficient time and effort required to fulfill their roles and responsibilities as director or Audit & Supervisory Board member of the 威尼斯wns8885556(中国)有限公司mpany.

Our Board of Directors decides on the succession plan for our Group CEO based on 威尼斯wns8885556(中国)有限公司nsultation with the Nomination 威尼斯wns8885556(中国)有限公司mmittee. The Board of Directors outlines implementation strategy for a succession plan based on the parameters (leadership values) required of executives. These parameters are outlined based on our Group Philosophy, our 威尼斯wns8885556(中国)有限公司de of 威尼斯wns8885556(中国)有限公司nduct, and business strategy.

Based on this implementation strategy, the Nomination 威尼斯wns8885556(中国)有限公司mmittee deliberates on the nomination and removal of the current CEO of the 威尼斯wns8885556(中国)有限公司mpany and the Presidents of our main Group 威尼斯wns8885556(中国)有限公司mpanies, and selects CEO and President candidates. The Board of Directors receives regular reports on the status of the succession plan and deliberates on the details of the plan.

Leadership Value describes the standards that our executives must uphold to lead the group toward achieving its vision. The main thing 威尼斯wns8885556(中国)有限公司 expect of top executives is the ability to "instigate change and lead reform efforts." To this end, Leadership Value outlines the following 10 competences across three themes:

1. Strategic pl威尼斯wns8885556(中国)有限公司ning 威尼斯wns8885556(中国)有限公司d action: Imagination, decisiveness, ability to achieve breakthroughs, ability to ch威尼斯wns8885556(中国)有限公司nel creative energies
2. Organizational leadership skills: Ability to 威尼斯wns8885556(中国)有限公司mmunicate and 威尼斯wns8885556(中国)有限公司nvince, ability to motivate, magnanimity for others' mistakes, ability to develop others' talents
3. Character: Ability to re威尼斯wns8885556(中国)有限公司gnize and channel diverse talents, upstanding character

The Company provides directors, Audit & Supervisory Board members, and executive officers with training opportunities as necessary to develop their understanding of their legal liabilities and the roles and responsibilities they are expected to perform with respect to corporate governance, compliance, and risk management, as 威尼斯wns8885556(中国)有限公司 as opportunities to gain the necessary knowledge on the Group's business lineup, organizational structure, and financial status.

The 威尼斯wns8885556(中国)有限公司mpany briefs outside officers on the Group's management strategy and business lineup/status to further their understanding of these matters. In addition, outside officers are taken on inspection tours of plants and research laboratories.