Reasons for Selection as Independent Directors

Reasons for Selection as Independent Directors and Relationship with the Company

Source: Annual Securities Report released on March 30, 2022 (available in Japanese only)

Hisashi Hara With a career of over 40 years as an attorney, Hisashi Hara has been involved in numerous cross-border M&A deals and has assisted in various corporate legal matters. In 2011, he received the Chambers Asia-Pacific Lifetime Achievement Award from Chambers Partners, which is just one of many commendations in recognition of his good reputation as an attorney involved in cross-border M&A deals. As Chairman of the Special Committee, he provided objective advice from the perspective of protecting the interests of minority shareholders in making the Company’s joint venture in the Asian region a wholly owned subsidiary and during the acquisition of the Indonesian business announced in August 2020, and in the share transfer of the European and Indian subsidiaries decided in August 2021. As Chairman of the Nominating Committee, he played an important role in the appointment and election of candidates for the Director of the Board and Executive Officer, and also demonstrated strong leadership by leading the nomination process for the establishment of the Co-President structure in April 2021. In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge and experience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value” from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding the Company, and nominates him again as a candidate for Outside Director of the Board. In addition, he was elected as a director at the General Meeting of Shareholder and satisfies the requirements for independent directors set forth by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Director of the Board”. Since the Company judged that there is no risk of conflict of interest with general shareholders, the Company designated him as an independent director.
Peter M Kirby Peter M Kirby has worked globally in the paint industry since 1972, culminating in his appointment as Chairman/CEO of ICI Paints world-wide which was the largest paint company in the world based in the UK. From 1998 to 2003 he was CEO/MD of CSR Ltd, a listed international building materials group. From 2003 he served as an independent director of Australian-listed Orica which became the largest producer of mining explosives and chemicals in the world. In 2010 Orica demerged DuluxGroup and he became its Chairman until retiring in 2018. DuluxGroup is the market leader in Oceania and is now a subsidiary of Nippon Paint Holdings. From 2003 to 2014 he was also an independent director of Macquarie Bank and Group which is an Australian-listed investment bank and a leader in financing infrastructure internationally. The Nominating Committee of Nippon Paint Holdings judges that his global business experience mainly in the paint and coatings industry and his extensive experience and expertise serving on the boards of multinational corporations are indispensable for establishing the corporate governance structure of the Company to pursue Maximization of Shareholder Value with a long-term perspective after fulfilling its obligations to its stakeholders, and nominates him as a candidate for Director of the Board. In addition, he was elected as a director at the General Meeting of Shareholder and satisfies the requirements for independent directors set forth by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Director of the Board”. Since the Company judged that there is no risk of conflict of interest with general shareholders, the Company designated him as an independent director.
Miharu Koezuka Miharu Koezuka was involved in business management of Takashimaya Company, Limited, a leading company in the Japanese department store industry, as part of its management team for many years and served as its Representative Senior Managing Director. Miharu Koezuka currently serves as Outside Director of both Japan Post Holdings Co., Ltd. and Nankai Electric Railway Co., Ltd. She has contributed to the vitalization of discussions at the Company’s Board of Directors meetings by providing multifaceted and accurate advice based on her experience in building marketing strategies in local markets and improving employee engagement, which she gained through her management of a retail business. In addition, she has performed duties as an Audit Committee Member, such as by providing advice on the Group’s risk assessment and establishing the framework of “Audit on Audit” system. In light of these contributions, the Company’s Nominating Committee deems her advice based on her knowledge and experience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value” from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding the Company, and nominates her again as a candidate for Outside Director of the Board. In addition, she was elected as a director at the General Meeting of Shareholder and satisfies the requirements for independent directors set forth by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Director of the Board”. Since the Company judged that there is no risk of conflict of interest with general shareholders, the Company designated her as an independent director.
Lim Hwee Hua Lim Hwee Hua was elected to the Parliament of Singapore in 1996 and held several important ministerial positions in the Singapore Government until 2011. From 2002 to 2004, she served in important positions of the Parliament including Deputy Speaker of Parliament and Chairman of the Public Accounts Committee. Prior to joining the Singapore Cabinet, she was engaged in investment banking services at Swiss Bank Corporation and Jardine Fleming. She also served as Managing Director at Temasek Holdings, an investment company owned by the Singapore Government, where she oversaw restructuring and divestment of companies, realigned boards, established strategic relations with key foreign counterparts including China and Vietnam, and sat on the boards of investee companies. After retirement from politics in 2011, she has sat on the boards of directors of several financial institutions while engaging in private equity activity such as Kohlberg Kravis Roberts. Her post-politics career also included her academic posts as Distinguished Visiting Fellow of National University of Singapore at both the Business School and the Lee Kuan Yew School of Public Policy. The Nominating Committee of Nippon Paint Holdings judges that her experience and expertise are indispensable for establishing the corporate governance structure of the Company to pursue Maximization of Shareholder Value with a long-term perspective after fulfilling its obligations to its stakeholders, and nominates her as a candidate for Director of the Board. In addition, she was elected as a director at the General Meeting of Shareholder and satisfies the requirements for independent directors set forth by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Director of the Board”. Since the Company judged that there is no risk of conflict of interest with general shareholders, the Company designated her as an independent director.
Masataka Mitsuhashi Masataka Mitsuhashi has many years of experience as a certified public accountant at PwC Japan Group, where he was engaged in accounting audit and M&A-related activities. He also has extensive experience in long-term value creation for companies from an ESG perspective as Representative Director of a consulting firm. He assumed the position of Advisor for the Company’s Governance Advisory Committee in June 2019 and offered helpful advice to the Company’s Board of Directors meeting in relation to the structural reform for the shift to a Company with Three Committees in March 2020. As a Special Committee Member, he provided objective advice from the perspective of protecting the interests of minority shareholders in making the Company’s joint venture in the Asian region a wholly owned subsidiary and during the acquisition of the Indonesian business announced in August 2020, and in the share transfer of the European and Indian subsidiaries decided in August 2021. In addition, as Chairman of the Audit Committee, he led the establishment of the Company’s global audit system and established the framework of “Audit on Audit” system by leveraging his extensive experience at audit firms and other organizations. In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge and experience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value” from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding the Company, and nominates him again as a candidate for Outside Director of the Board. In addition, he was elected as a director at the General Meeting of Shareholder and satisfies the requirements for independent directors set forth by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Director of the Board”. Since the Company judged that there is no risk of conflict of interest with general shareholders, the Company designated him as an independent director.
The Company has a trading relationship with the PwC Japan Group, which includes PwC Advisory LLC and PricewaterhouseCoopers Aarata LLC; said trading relationship has included the receipt of support for corporate acquisitions and the construction of an internal audit system. In addition, Mr. Mitsuhashi worked as an advisor of the Governance Advisory Committee established as an advisory committee for the Board of Directors of the Company until December 31, 2019. However, as the amount of such transactions was less than the amount prescribed in the “Outside Director of the Board Independence Judgment Standards” of the Company, the Company has determined that there is no concern of a conflict of interest arising with general shareholders.
Toshio Moroboshi With a career of over 40 years as an IT specialist, Toshio Morohoshi was formerly involved in the management of Fujitsu Limited, Japan’s leading global electronics company. After serving as Japan representative for multiple global enterprises, he managed Yaskawa Information Systems Corporation as its President & CEO until May 2018. With his experience in management of IT companies in Japan and overseas, he has added diversity to the composition of the Company’s Board of Directors, contributing to vitalizing discussions by the Board, and has provided accurate advice in the development of IT strategies. In addition, as a Nominating Committee Member, he was responsible for the nomination process when the Co-President structure was established in April 2021, and as an Audit Committee Member, he established the framework of “Audit on Audit” system for the Group. In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge and experience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value” from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding the Company, and nominates him again as a candidate for Outside Director of the Board. In addition, he was elected as a director at the General Meeting of Shareholder and satisfies the requirements for independent directors set forth by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Director of the Board”. Since the Company judged that there is no risk of conflict of interest with general shareholders, the Company designated him as an independent director.
Masayoshi Nakamura Since 1984, Masayoshi Nakamura has built up over 30 years of hands-on experience as a specialist in M&A advisory and capital market financing, at major US investment banks Lehman Brothers and Morgan Stanley, as well as at Mitsubishi UFJ Securities, a core member of Mitsubishi UFJ Financial Group. During this time, he has helped globalize Japanese companies by guiding them through a number of major cross-border M&A deals. He provides appropriate and useful comments to the Company’s management according to his keen insight based on his long years of rich practical experience in the global financial and capital markets, as well as his knowledge and network in various industries. As the Lead Independent Director of the Board since 2020, and as the Chairman of the Board of Directors meetings since 2021, he has been leading vitalizing discussions at the meetings. As a Nominating Committee Member and Compensation Committee Member, he contributed to the process of establishing the Co-President structure and compensation design when it was established in April 2021. As a Special Committee Member, he played an important role in making the Company’s joint venture in the Asian region a wholly owned subsidiary and during the acquisition of the Indonesian business announced in August 2020, and in the share transfer of the European and Indian subsidiaries decided in August 2021. In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge and experience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value” from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding the Company, and nominates him again as a candidate for Outside Director of the Board. In addition, he was elected as a director at the General Meeting of Shareholder and satisfies the requirements for independent directors set forth by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Director of the Board”. Since the Company judged that there is no risk of conflict of interest with general shareholders, the Company designated him as an independent director.
Masayoshi Nakamura previously served as an executive officer of Mitsubishi UFJ Securities Co., Ltd., a subsidiary of Mitsubishi UFJ Financial Group, Inc., and although Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., which took over the company, and its brother company, MUFG Bank, Ltd., have a business relationship with the Company, more than 10 years have passed since he retired from all positions of Mitsubishi UFJ Financial Group, and we believe that there is no risk of conflict of interest with general shareholders.
Takashi Tsutsui As an employee for many years at Nomura Securities Co., Ltd., and having served as Representative Director of Jasdaq Securities Exchange, Inc. and member of management responsible for M&A, investor relations, etc. at LIXIL Group Corporation, Takashi Tsutsui has ample experience in global business operations and keen insight into corporate governance, such as the need to safeguard the rights of minority shareholders. After the shift to a Company with Three Committees in March 2020, he has continuously led the design of executive compensation that contributes to maximizing shareholder value, including the establishment of the compensation philosophy as Chairman of the Compensation Committee and the development of a new executive compensation system after the establishment of the Co-President structure in April 2021. In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge and experience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value” from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding the Company, and nominates him again as a candidate for Outside Director of the Board. In addition, he was elected as a director at the General Meeting of Shareholder and satisfies the requirements for independent directors set forth by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Director of the Board”. Since the Company judged that there is no risk of conflict of interest with general shareholders, the Company designated him as an independent director.
Nomura Securities Co., Ltd., at which Takashi Tsutsui previously served as executive officer, is the lead securities companies of the Company; however over 10 years have passed since he retired as an advisor of said company, and we have determined that there is no concern of a conflict of interest arising with general shareholders.
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