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Governance4911Shiseido Company,LimitedMaterials and Chemicals

Corporate Governance Report 2026/04/08

The Corporate Governance Report dated 8 April 2026 was updated. Based on the Company with Three Committees structure adopted in 2024, it describes the composition of the Board of Directors and each committee, cross-shareholdings, takeover defense measures, and the status of the Board's effectiveness evaluation and other initiatives.

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Governance structure

Company with Three Statutory Committees
Controlling shareholder
There is no controlling shareholder. Voting rights ratio: not applicable.

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 directors12 directors, including 8 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.

Committee4
Nomination Committee: composed solely of independent outside directorswith outside directors accounting for 100% of its members. Remuneration Committee: composed of 4 independent outside directorswith outside directors accounting for 100% of its members. Audit Committee: composed of independent outside directors and full-time directors not involved in executive operations; the percentage is not disclosed. The Company has also established committees responsible for compliance and risk managementas well as the Sustainability Committee and others.
Policy on cross-shareholdings

The Company periodically reviews each holding to determine whether its purpose and the benefits associated with holding it are commensurate with the cost of capital, verifies the appropriateness of each holding at Board of Directors meetings, and discloses progress in reducing such holdings. It does not impede requests to sell holdings or otherwise suggest that business transactions should be reduced. The number and value of holdings are not disclosed.

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

Takeover defenses

None. The Company decided not to continue the measures after their validity period expired at the conclusion of the 2008 Annual General Meeting of Shareholders (abolished).

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

Changes this time

The report was updated as of 8 April 2026. The report describes, among other matters, a partial revision of the corporate philosophy in January 2026, the 2030 Medium-Term Management Strategy formulated in November 2025, and consideration of the next CEO succession plan, which began in 2025. The full set of differences from the previous report is not expressly stated.

Governance structure
ItemDetails
Corporate Governance StructureCompany with Three Statutory Committees
Number of directors12 directors, including 8 outside directors
Number of independent officers8 (independent outside directors)
CommitteeNomination Committee: composed solely of independent outside directors, with outside directors accounting for 100% of its members. Remuneration Committee: composed of 4 independent outside directors, with outside directors accounting for 100% of its members. Audit Committee: composed of independent outside directors and full-time directors not involved in executive operations; the percentage is not disclosed. The Company has also established committees responsible for compliance and risk management, as well as the Sustainability Committee and others.
Policy on cross-shareholdingsThe Company periodically reviews each holding to determine whether its purpose and the benefits associated with holding it are commensurate with the cost of capital, verifies the appropriateness of each holding at Board of Directors meetings, and discloses progress in reducing such holdings. It does not impede requests to sell holdings or otherwise suggest that business transactions should be reduced. The number and value of holdings are not disclosed.
Takeover defensesNone. The Company decided not to continue the measures after their validity period expired at the conclusion of the 2008 Annual General Meeting of Shareholders (abolished).
Controlling shareholderThere is no controlling shareholder. Voting rights ratio: not applicable.
Changes this timeThe report was updated as of 8 April 2026. The report describes, among other matters, a partial revision of the corporate philosophy in January 2026, the 2030 Medium-Term Management Strategy formulated in November 2025, and consideration of the next CEO succession plan, which began in 2025. The full set of differences from the previous report is not expressly stated.

The reasons the company gives

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

To disclose the Company's compliance with the Corporate Governance Code and ensure the Board's oversight function, the objectivity of director nominations and remuneration, and the provision of information to shareholders and investors.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Corporate Governance Report 2026/04/08 | Shiseido Company,Limited (4911) timely disclosure | Komori