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Governance4452Kao CorporationMaterials and Chemicals

Corporate Governance Report 26 March 2026

The corporate governance structure as of 26 March 2026 has been updated. Eriko Sakurai (桜井恵理子) is now Chair of the Board of Directors, Takaaki Nishii (西井孝明) is Chair of the Directors and Executive Officers Compensation Advisory Committee, and Sara Casanova (サラ・カサノバ) is Chair of the Directors and Audit & Supervisory Board Members Nomination Review Committee.

Worth reading
63In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit & Supervisory Board
Controlling shareholder
There is no major shareholder holding 10% or more of the Company’s shares10.00%Voting rights

When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.

Number of directors9 directors, including 5 outside directors
Number of independent officers8Number

This is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.

Committee1
Directors and Audit & Supervisory Board Members Nomination Review Committee: 6 of 6 outside members (100%); Directors and Executive Officers Compensation Advisory Committee: 5 of 5 outside members (approximately 83.3%); Audit & Supervisory Board Members Compensation Advisory Committee: 3 of 3 outside members (60%)
Policy on cross-shareholdings

The Company reviews the rationale for continuing to hold policy-oriented shares and the number of shares held. As of the end of December 2025, it held 40 issues, with a total balance-sheet carrying amount of ¥8,113 million. During fiscal 2025, the Company sold all shares of 1 listed issue, while 1 unlisted issue became listed. At the end of December 2014, it held 83 issues with a total carrying amount of ¥9,384 million.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

Not adopted

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

Following the conclusion of the General Meeting of Shareholders held on 26 March 2026, Eriko Sakurai (桜井恵理子) was selected as Chair of the Board of Directors, Takaaki Nishii (西井孝明) as Chair of the Directors and Executive Officers Compensation Advisory Committee, and Sara Casanova (サラ・カサノバ) as Chair of the Directors and Audit & Supervisory Board Members Nomination Review Committee.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Board
Number of directors9 directors, including 5 outside directors
Number of independent officers8 independent officers (5 independent outside directors and 3 independent outside Audit & Supervisory Board members)
CommitteeDirectors and Audit & Supervisory Board Members Nomination Review Committee: 6 of 6 outside members (100%); Directors and Executive Officers Compensation Advisory Committee: 5 of 5 outside members (approximately 83.3%); Audit & Supervisory Board Members Compensation Advisory Committee: 3 of 3 outside members (60%)
Policy on cross-shareholdingsThe Company reviews the rationale for continuing to hold policy-oriented shares and the number of shares held. As of the end of December 2025, it held 40 issues, with a total balance-sheet carrying amount of ¥8,113 million. During fiscal 2025, the Company sold all shares of 1 listed issue, while 1 unlisted issue became listed. At the end of December 2014, it held 83 issues with a total carrying amount of ¥9,384 million.
Takeover defensesNot adopted
Controlling shareholderThere is no major shareholder holding 10% or more of the Company’s shares
Changes this timeFollowing the conclusion of the General Meeting of Shareholders held on 26 March 2026, Eriko Sakurai (桜井恵理子) was selected as Chair of the Board of Directors, Takaaki Nishii (西井孝明) as Chair of the Directors and Executive Officers Compensation Advisory Committee, and Sara Casanova (サラ・カサノバ) as Chair of the Directors and Audit & Supervisory Board Members Nomination Review Committee.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

This is a routine update to the Corporate Governance Report, disclosing each committee’s meeting record, matters deliberated, and the reasons for appointing officers.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Corporate Governance Report 26 March 2026 | Kao Corporation (4452) timely disclosure | Komori