Governance

The Group will establish effective governance frameworks to ensure the transparency, objectivity, and fairness of the management of its companies and earn society’s trust everywhere it operates.

The Board of Directors

Our approach to the composition and skills of the Board of Directors (Election criteria, diversity, and other elements)

We ensure that the Board of Directors and each of three Committees are comprised of Directors with a suitable background to demonstrate supervisory functions in asustainable manner in an ever-changing business environment. The Nominating Committee designates candidates, under the following seven items, as requiredexperience/skills of our Directors to ensure that the Board of Directors is comprised of members that are well balanced in terms of those seven categories (see the table below).In addition, for each Committee, the Board of Directors appropriately makes an appointment considering a higher degree of expertise. The Nominating Committee emphasizes that the Directors have the “Experience in corporate management” needed to pursue our Asset Assembler model. To date, the Companyhas implemented mergers and acquisitions to expand its business portfolio and fully integrate its Asian JVs and has established a Board of Directors structure for therealization of further growth. At the General Meeting of Shareholders in March 2022, four new Directors were elected: Mr. Peter M. Kirby and Mrs. Lim Hwee Hua as IndependentDirectors, and the two Co-Presidents as Directors who will also serve as the Executive Officers. With these appointments, “Experience in corporate management” in paint and investment companies has been strengthened with the addition to the existing organizations ofthose in the manufacturing and distribution industries, financial institutions, and auditing and legal firms. At the same time, we have also strengthened “Experience in globalbusiness operations” and “Experience in M&A,” which are essential for identifying better assets from a medium- to long-term perspective as well as facilitating the growth ofpartner companies after M&A. Also because of “Experience in corporate management,” it is possible to elevate expertise in “Legal affairs” to GRC (Governance, Risk Management, and Compliance), and“IT/Digital” and “Manufacturing/Technology/R&D” skills that will allow us to link our growth strategies more organically through more efficient information sharing within theGroup and synergies in product development.

As of March 29, 2022, of the 11 Directors, two concurrently serve as the Executive Officers, four are foreign nationals, and two are females. All the eight Outside Directors have been designated as the Independent Directors. The Board's composition ensures the exchange of diverse ideas and opinions and functions to allow multifaceted oversight.

List of Directors (as of March 29, 2022)

Photo Name
Profile
Title Committee
membership
Years serving as Director
(assumption)
Attendance at Board of
Directors meetings*
Attendance at Committee
meetings(FY2021*)
FY2021 Nominating
Committee
Compensation
Committee
Audit
Committee
Yuichiro Wakatsuki Yuichiro Wakatsuki
Profile
Director, Representative Executive Officer & Co-President - newly appointed - - - -
Wee Siew Kim Wee Siew Kim
Profile
Director, Representative Executive Officer & Co-President - newly appointed - - - -
Goh Hup Jin Goh Hup Jin
Profile
Director, Chairman Nominating Committee
Compensation Committee
7 years 3 months
(December 2014)
22/22
100%
15/15
100%
18/18
100%
-
Hisashi Hara Hisashi Hara
Profile
Independent Director Nominating Committee (Chairperson) 4 years
(March 2018)
22/22
100%
15/15
100%
- -
Peter M Kirby Peter M Kirby
Profile
Independent Director - newly appointed - - - -
Miharu Koezuka Miharu Koezuka
Profile
Independent Director Audit Committee 2 years
(March 2020)
22/22
100%
- - 16/16
100%
Lim Hwee Hua Lim Hwee Hua
Profile
Independent Director - newly appointed - - - -
Masataka Mitsuhashi Masataka Mitsuhashi
Profile
Independent Director Audit Committee (Chairperson) 2 years
(March 2020)
22/22
100%
- - 16/16
100%
Toshio Morohoshi Toshio Morohoshi
Profile
Independent Director Nominating Committee
Audit Committee
4 years
(March 2018)
22/22
100%
15/15
100%
- 16/16
100%
Masayoshi Nakamura Masayoshi Nakamura
Profile
Lead Independent Director
Board Chair
Nominating Committee
Compensation Committee
4 years
(March 2018)
22/22
100%
15/15
100%
18/18
100%
-
Takashi Tsutsui Takashi Tsutsui
Profile
Independent Director Compensation Committee (Chairperson) 4 years
(March 2018)
22/22
100%
- 18/18
100%
-

Attendance rates for fiscal 2021 are calculated based on late March 2021 to late March 2022.

Expertise/Experience

Expertise / Experience (applicable persons)
Yuichiro Wakatsuki
Yuichiro Wakatsuki
Wee Siew Kim
Wee
Siew Kim
Goh Hup Jin
Goh
Hup Jin
Hisashi Hara
Hisashi Hara
Kirby Peter M
Peter M Kirby
Miharu Koezuka
Miharu Koezuka
Lim Hwee Hua
Lim
Hwee Hua
Masataka Mitsuhashi
Masataka Mitsuhashi
Toshio Morohoshi
Toshio Morohoshi
Masayoshi Nakamura
Masayoshi Nakamura
Takashi Tsutsui
Takashi Tsutsui
Experience in corporate management (11)
Experience in global business operations (11)
Experience in M&A (11)
Finance (8) - - -
Legal affairs (5) - - - - - -
IT/Digital (5) - - - - - -
Manufacturing/Technology/R&D (5) - - - - - -

In addition to that shown above, “ESG Data” (“Governance” sheet) provides information related to Directors.

Required experience/skills

1. Experience in corporate management The ability to supervise and give advice concerning a broad range of matters on overall management, from formulation of business strategy to its implementation.
2. Experience in global business operations The ability to supervise and give advice on the businesses of the Company, which operates globally, taking into consideration diverse business environments, economic conditions and cultures around the world.
3. Experience in M&A The ability to supervise and give advice on the validity of M&As that the Company is pursuing, and the process of PMI.
4. Finance The ability to supervise and give advice on capital allocation and other financial activities of the Company.
5. Legal affairs The ability to supervise and give advice on regulations concerning operations, GRC (Governance, Risk management and Compliance) and internal controls.
6. IT/Digital The ability to supervise and give advice on the improvement of operations and creation of new business models through IT and Digital Transformation (DX).
7. Manufacturing/Technology/R&D The ability to supervise and give advice on the creation of new technology through R&D by making use of his or her knowledge of technology related to manufacturing operations and the businesses of the Company.
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