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 28, 2023, of the nine Directors, two concurrently serve as the Executive Officers, four are foreign nationals, and one is female. All six Outside Directors have been designated as 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 28, 2023)

Photo	Name Profile	Title	Committee membership	Years serving as Director (assumption)	Attendance at Board of Directors meetings^*	Attendance at Committee meetings(FY2022^*)
Photo	Name Profile	Title	Committee membership	Years serving as Director (assumption)	FY2022	Nominating Committee	Compensation Committee	Audit Committee
	Yuichiro Wakatsuki Profile	Director, Representative Executive Officer & Co-President	-	1 year (March 2022)	12/12 100%	-	-	-
	Wee Siew Kim Profile	Director, Representative Executive Officer & Co-President	-	1 year (March 2022)	12/12 100%	-	-	-
	Goh Hup Jin Profile	Director, Chairman	Nominating Committee Compensation Committee	8 years 3 months (December 2014)	12/12 100%	11/11 100%	12/12 100%	-
	Hisashi Hara Profile	Independent Director	Nominating Committee (Chairperson)	5 years (March 2018)	12/12 100%	11/11 100%	-	-
	Peter M Kirby Profile	Independent Director	Audit Committee	1 year (March 2022)	12/12 100%	-	-	-
	Lim Hwee Hua Profile	Independent Director	Compensation Committee (Chairperson)	1 year (March 2022)	12/12 100%	-	-	-
	Masataka Mitsuhashi Profile	Independent Director	Audit Committee (Chairperson)	3 years (March 2020)	12/12 100%	-	-	13/13 100%
	Toshio Morohoshi Profile	Independent Director	Nominating Committee Audit Committee	5 years (March 2018)	12/12 100%	11/11 100%	-	13/13 100%
	Masayoshi Nakamura Profile	Lead Independent Director Board Chair	Nominating Committee Compensation Committee	5 years (March 2018)	12/12 100%	11/11 100%	12/12 100%	-

Attendance rates for fiscal 2022 are calculated based on late March 2022 to late March 2023.

Expertise/Experience

Expertise / Experience (applicable persons)	Yuichiro Wakatsuki	Wee Siew Kim	Goh Hup Jin	Hisashi Hara	Peter M Kirby	Lim Hwee Hua	Masataka Mitsuhashi	Toshio Morohoshi	Masayoshi Nakamura
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

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.