The Board of Directors

Our approach concerning the composition and skills of the Board of Directors

NPHD ensures that the Board of Directors and the three committees consist of Directors with suitable backgrounds so that effective oversight can be maintained in a sustainable manner regardless of a constantly changing business environment. To this end, the Nominating Committee emphasizes seven categories of experience and skills based on which selections of Directors are made (see the table below). In terms of the three committees, the Nominating Committee recommends their compositions to the Board in consideration of the high level of specialization required in the respective roles, and committee members are appropriately selected at the Board of Directors meeting.

Experiences in corporate management, global business operations, and M&A are of particular value to NPHD, which pursues MSV under the Asset Assembler model. Especially important is the experience in corporate management: namely, the experience in leading sustainable growth of a corporate body, embracing such concepts as ESG. We believe that concrete and appropriate supervision and advice based on such track record and specialized skills can greatly contribute to MSV. Meanwhile, experiences in global business operations and M&A are indispensable to our efforts in identifying excellent assets from a global and medium and long-term perspective and facilitating growth of the partner companies after they join the Nippon Paint Group.

At the General Meeting of Shareholders held in March 2024, shareholders approved our proposal for the election of nine Directors. The Nominating Committee refers to the results of the annual assessment of Board effectiveness, among other sources, to continually monitor contributions of individual Directors and the comprehensive performance of the Board as a team based on mutual trust. Through these activities, we constantly work on determining the best candidates and composition of the Board that can contribute to MSV. Since FY2020, when NPHD became a Company with Three Committees, we have maintained an effective Board structure with Independent Directors making up the majority of the Board, although there were some changes in Board members. Of the nine Directors of the Board for FY2024, six (67%) are Independent Directors, five (56%) are foreign nationals or live outside Japan, and one (11%) is a woman. This diversified composition allows the Board to perform multidirectional oversight to achieve MSV through advice from a broad perspective.

List of Directors (as of March 27, 2024)

Photo	Name Profile	Title	Committee membership	Years serving as Director (assumption)	Attendance at Board of Directors meetings*1	Attendance at Committee meetings(FY2023*1)
					FY2023	Nominating Committee	Compensation Committee	Audit Committee
	Yuichiro Wakatsuki Profile	Director, Representative Executive Officer & Co-President	-	2 year (March 2022)	9/9 100%	-	-	-
	Wee Siew Kim Profile	Director, Representative Executive Officer & Co-President	-	2 year (March 2022)	9/9 100%	-	-	-
	Goh Hup Jin Profile	Director, Chairman	Nominating Committee Compensation Committee	9 years 3 months (December 2014)	9/9 100%	5/5 100%	6/6*2 100%	-
	Hisashi Hara Profile	Independent Director	Nominating Committee (Chairperson)	6 years (March 2018)	9/9 100%	5/5 100%	-	-
	Peter M Kirby Profile	Independent Director	Audit Committee	2 year (March 2022)	9/9 100%	-	-	8/8 100%
	Lim Hwee Hua Profile	Independent Director	Compensation Committee (Chairperson)	2 year (March 2022)	9/9 100%	-	7/7 100%	-
	Masataka Mitsuhashi Profile	Independent Director	Audit Committee (Chairperson)	4 years (March 2020)	9/9 100%	-	-	8/8 100%
	Toshio Morohoshi Profile	Independent Director	Nominating Committee Audit Committee	6 years (March 2018)	9/9 100%	5/5 100%	-	8/8 100%
	Masayoshi Nakamura Profile	Lead Independent Director Board Chair	Nominating Committee Compensation Committee	6 years (March 2018)	9/9 100%	5/5 100%	6/6*2 100%	-

※1 Attendance rates for fiscal 2023 are calculated based on late March 2023 to late March 2024.
*2 One of the six meeting of Compensation Committee held during the period under review was exclusively with agenda items in which Mr. Goh Hup Jin and Mr. Masayoshi Nakamura had a special interest, therefore, the number of times they attended the meeting is not included in the number of meetings attend.

Expertise/Experience

Expertise / Experience (applicable persons)
Experience in corporate management (9)	○	◎	◎	◎	◎	○	○	◎	○
Experience in global business operations (9)	◎	◎	◎	◎	◎	◎	◎	◎	◎
Experience in M&A (9)	◎	◎	○	◎	◎	◎	◎	○	◎
Finance (7)	◎	○	○	-	○	◎	◎	-	◎
Legal affairs (4)	○	-	○	◎	○	-	-	-	-
IT/Digital (4)	-	-	○	-	○	○	-	◎	-
Manufacturing/Technology/R&D (4)	-	○	◎	-	○	-	-	○	-

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

Required experience/skills