黑料门

Nominating Director Candidate

We 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.

We select our director candidates considering diversity such as nationality, gender, and age. To realize the 黑料门 Group 2026 Vision, we 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.

Nominating directors with executive duties
All candidates must have the following qualities:
- Extensive experience
- Business sense
- Specialist expertise
- Upstanding character

Also, we nominate persons who can steer the 黑料门 Group (the "Group") toward sustainable growth based on the past achievement. To implement our corporate philosophy and promote our corporate value, we look for the following qualities:

-Effective decision-making ability: Transparent bold business decisions swiftly and impartially.

-Group management: Achieve optimal group-wide management.

Nominating Independent Outside Director candidates聽
We nominate persons with the following qualities:

-Ability to analyze the Group's business operations objectively and from multiple perspectives

-Character, insight, and ability to take on the role of an Independent Outside Director
All such candidates must meet our independence standards.

Decisions on the reappointment of directors are subject to substantive deliberations by the Nomination Committee 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 Committee before a final decision is made by the Board of Directors. The removal of directors is conducted by provisions stipulated in relevant laws.

Nominating Audit & Supervisory Board Member Candidates

We 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 candidates聽
Audit & Supervisory Board members select 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.

While considering diversity such as their nationality, gender, or age, we nominate persons with the following qualities:
- Upstanding character
- Specialist expertise
- Excellent discernment
- High moral standards

For our Audit & Supervisory Board members to properly inspect the Group's operations of the compliance (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 accounting. 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 accounting or law.

In the event of matters requiring the removal of Audit & Supervisory Board members, the Nomination Committee shall deliberate before a final decision is made by the Board of Directors. The removal of Audit & Supervisory Board members is conducted by provisions stipulated in relevant laws.

Reasons for Nomination of Outside Directors

Mariko Matsumura

We 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, we 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. We 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. We 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, we 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. We 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 Nomination of Outside Audit & Supervisory Board Members

Hajime Watanabe

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, we 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, we 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 Ando

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, we 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, we 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 Independence

Meji Holdings Co., Ltd. (the "Company") has established Criteria for Independence of Outside Members of the Board and Outside Audit & Supervisory Board Members (Criteria for Independence) as follows.
When an Outside Member of the Board and an Outside Audit & Supervisory Board Member are independent, such Member shall not fall under any of the following categories.

1. A person who executes business of the Company or its subsidiary
2. A person who executes business of the Company's parent company or a fellow subsidiary
3. A party which has material business transactions with the Company or a person who executes business transactions of that party, or a major business partner of the Company, or a person who executes business transactions of that business partner
4. A consultant, an accounting expert, or a legal expert who receives a considerable amount of cash or other assets other than compensation as a Member of the Board or an Audit & Supervisory Board Member from the Company (when a party who receives such assets is an organization, such as a corporation or an association, this shall refer to a person who is associated with such organization)
5. A person who fell under category 1 above during the ten-year period prior to assuming the position
6. A person who fell under category 2, 3, or 4 above during the one-year period prior to assuming the position
7. A relative within the second 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 Company" is one that received payment from the Company during the latest fiscal year equivalent to 2% or more of the party's annual consolidated net sales or 100 million yen, whichever is greater.

*2"A major business partner of the Company" is one that made payment to the Company during the latest fiscal year equivalent to 2% or more of the Company's annual consolidated net sales.

*3"A consultant, an accounting expert, or a legal expert who receives a considerable amount of cash or other assets other than compensation as a Member of the Board or an Audit & Supervisory Board Member from the Company" is the one who received cash or assets from the Company during the latest fiscal year other than compensation as a Member of the Board or an Audit & Supervisory Board Member, equivalent to 2% or more of his/her consolidated net sales or 10 million yen, whichever is greater.

Independent Outside Officers who Concurrently Serve at Other Companies

The Company permits independent outside officers to concurrently serve as officers in other listed companies, 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 Company.

Our Board of Directors decides on the succession plan for our Group CEO based on consultation with the Nomination Committee. 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 Code of Conduct, and business strategy.

Based on this implementation strategy, the Nomination Committee deliberates on the nomination and removal of the current CEO of the Company and the Presidents of our main Group companies, 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 we 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 planning and action: Imagination, decisiveness, ability to achieve breakthroughs, ability to channel creative energies
2. Organizational leadership skills: Ability to communicate and convince, ability to motivate, magnanimity for others' mistakes, ability to develop others' talents
3. Character: Ability to recognize 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 well as opportunities to gain the necessary knowledge on the Group's business lineup, organizational structure, and financial status.

The Company 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.