Overview

• Basic Concept
• Overview
• Status of Board Members
• Status of Audits
• Status of External Executives
• Evaluation of the Effectiveness of the Board of Directors
• Compensation System for Directors, Audit & Supervisory Board Members and Executive Officers

Corporate Governance System

1. Board of Directors' Meeting

   The Board of Directors is comprised of directors and makes decisions regarding important business execution matters based on a corporate philosophy and corporate planning in addition to supervising the execution of business by directors, managing executive officers, CxOs, and executive officers. Representative Director and Chairman serves as Chair.

2. Audit & Supervisory Board

   The Audit & Supervisory Board is comprised of Audit & Supervisory Board members, who attend important meetings, such as Board of Directors and Group Management Council meetings. Audit & Supervisory Board members also exchange information with the Accounting Audit and Internal Audit Division and audit the business execution of directors, etc. through hearing of each division and affiliated company.
   An Audit & Supervisory Board member serves as Chair.

3. Nominating Committee

   The Nominating Committee is comprised of the Representative Director and external directors. It is established as an advisory body to the Board of Directors in order to ensure fairness and transparency of the process when determining candidates for directors, Audit & Supervisory Board members, managing executive officers, and CxOs. This committee advises the Board of Directors on proposals regarding candidates for director, Audit & Supervisory Board member, managing executive officer, and CxO.
   An external director serves as Chair.

4. Compensation Committee

   The Compensation Committee is comprised of the Representative Director and external directors. It is established as an advisory body to the Board of Directors in order to ensure transparency and fairness of the process when determining officers’ compensations. This committee advises the Board of Directors on policies regarding compensation for directors and managing executive officers.
   An external director serves as Chair.

5. Group Management Council

   The Management Council comprises directors, Audit & Supervisory Board members, managing executive officers, and CxOs, and functions as a forum for reviewing and monitoring management plans and strategies from a group-wide perspective, resolving issues related to the promotion of group management, as well as check and supervise business execution from a medium- to long-term perspective. The Representative Director & President Executive Officer serves as Chair.

6. Management Council by business

   The Management Council convenes for each “Japan Business,” “Indonesia Business” and “Overseas Business” in order to promote discussions to resolve issues related to each business. The Management Council comprises the managing executive officers, CxOs and executive officers of each business and performs decision-making processes and reporting related to the execution of business under of the management strategy mainly for the applicable fiscal year, with the aim of responding swiftly to changes in the business environment. It is chaired by the COO of each business.

7. Sustainability Committee

   The Sustainability Committee is comprised primarily of directors, Audit & Supervisory Board members, managing executive officers, and CxOs. While developing our approach for promoting the sustainability of the Mandom Group and holding discussions with relevant departments at committee meetings and other meetings, this committee is strengthening our efforts to contribute to the sustainable development of society. The President Executive Officer & Director serves as Chair.

Attending Members for Meetings of the Board of Directors, the Audit & Supervisory Board and Other Committees

The Board of Directors, Audit & Supervisory Board, and optional committees consist of the following members.

◎ indicates the chair; ○ indicates a member.