The Group will establish effective governance frameworks to ensure the transparency, objectivity, and fairness of the management of the companies and earn society’s trust everywhere it operates. The Board of Directors recognizes fiduciary responsibilities to all stakeholders, including shareholders and investors, and supervises the Group’s overall management by taking responsibility for the Company’s sustainable growth and maximization of mid- to long-term shareholder value (MSV) through the appropriate exercise its authority.

Roles of Independent Directors

Independence Criteria for Outside Director and Roles of Independent Directors

Independence Criteria for Outside Director

See “Nippon Paint Holdings Corporate Governance Policies” Annex 3.
Please see the link for Reason for Selection as Independent Directors.

Role of Independent Directors

  1. In regard to management policies and the improvement of management, based on their own knowledge, to provide advice from the perspectives of promoting the sustainable growth of the Group and Maximization of Shareholder Value in the medium to long term.

  2. To supervise management through the nomination and dismissal of Executive Officers and other important decisions of the Board of Directors.

  3. To supervise conflicts of interest between the Company and Directors of the Board, Executive Officers, and controlling shareholders, etc.

  4. From a position of independence from business executives and controlling shareholders, etc., to ensure that the opinion of stakeholders such as minority shareholders is appropriate reflected at the Board of Directors.

Meeting of the Independent Directors

Roles of the meeting of the Independent Directors

A meeting of the Independent Directors, chaired by the Lead Independent Director and comprised solely of Independent Directors, is held monthly. This meeting holds discussions that lead to resolutions at Board of Directors meetings and Committee meetings, such as agendas of the meetings of the Board of Directors and the Nominating, Compensation, and Audit Committees, as well as sharing the comprehensive background for matters of concern for the business execution and promoting communication by inviting the top management (GKP: Global Key Position) of Nippon Paint Group companies in Japan and overseas. As necessary, the Lead Independent Director aggregates opinions expressed in the Independent Directors meeting and shares and discusses them with the Chairman, Representative Executive Officer & Co-Presidents, and Executive Officers.

Functions to support Independent Directors

Independent Directors regularly receive information from departments such as Finance and Accounting, and Investor Relations for the purposes of quickly and accurately grasping the status of business execution in the Company. In addition, the Co-Presidents directly share comments from the capital markets and a variety of information on business execution with the Independent Directors to support them to further deepen their understanding of our businesses. In addition, support is provided to Independent Directors by offering prior explanations about the background of the agenda at the Board of Directors meetings, coordinating schedules for attending meetings held by the business execution, sharing information, arranging regular plant and site visits, as well as to provide information on Companies Act and Corporate Governance Code for new Independent Directors.
The Board of Directors office provides various types of support, and, by sharing necessary information without delay, the Company has established a system that enables Independent Directors to work more effectively. Furthermore, since the Board of Directors office is also tasked with supporting the Nominating, Compensation, and Audit Committees, it is possible to comprehensively organize requests from Independent Directors, taking into consideration language and time differences in response to globalization. In this way, the Board of Directors office endeavors to enhance the effectiveness of the Board of Directors.

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