Nomination Committee

Chairperson:	Outside Director, Takaaki Nishii
Members:	Outside Directors, Kazuaki Kama, Sawako Nohara, Yasuhiro Komatsu and Yo Honma
Observer:	Outside Audit & Supervisory Board Member, Mitsuhiro Matsumoto

• It has been established to deliberate matters required for selection and dismissal of the CEO/COO, successor plan of the CEO, and selection of candidates for Directors, at the request of the Board, and contribute to the enhancement of management transparency and oversight functions.
• A total of 9 meetings were held in fiscal 2023, and all committee members and observer attended all meetings.
  ^* Of the Nomination Committee meetings held in fiscal 2023, Takaaki Nishii attended only those held after his appointment on June 19, 2023.

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Specific Consideration Items by the Nomination Committee

• Selection, dismissal, and reelection of CEO/COO
• Selection of candidates for Directors and Audit & Supervisory Board Members
• Selection of CxO, unit heads, and head of global corporate function in Global Management structure
• Selection of Corporate Officers
• Selection of candidate representatives of major Group companies
• Deliberation and reporting items for the Nomination Committee
• Skill Matrix of the Board

Compensation Committee

Chairperson:	Outside Director, Sawako Nohara
Members:	Outside Directors, Kazuaki Kama, Yasuhiro Komatsu, Takaaki Nishii and Yo Honma
Observer:	Outside Audit & Supervisory Board Member, Yukiko Imazu

• It has been established to deliberate matters required for a policy on compensation of Directors as well as the individual amounts of compensation at the request of the Board and contribute to the enhancement of management transparency and oversight functions.
• A total of 11 meetings were held in fiscal 2023, and all committee members and observer attended all meetings.
  ^* Of the Compensation Committee meetings held in fiscal 2023, Takaaki Nishii attended only those held after his appointment on June 19, 2023.

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Specific Consideration Items by the Compensation Committee

• Individual compensation amounts, bonus payment amounts, and calculation criteria for Directors
• Individual compensation amounts, bonus payment amounts, and calculation criteria for Corporate Officers
• Fiscal 2022 Evaluation coefficients for Medium-term performance-based share compensation
• Allocation of restricted shares
• Deliberation and reporting items for the Compensation Committee
• Decision Policy regarding the Content of Individual Compensations of Directors
• Verification of the compensation level for Directors and other officers
• Issues regarding the compensation system

^*In September and March, in addition to the usual deliberations, the Nomination Committee and the Compensation Committee held joint meetings to discuss the setting of goals for the CEO and COO and evaluation of both.