Kirin Holdings Company, Limited_Independent Officers Notification

Independent Officers Notification
１．Fundamental Information
Corporate Name

Date ofNotification

Reason forSubmitting
Notification

Kirin Holdings Company, LimitedTrading
Code22-Feb-24

28-Mar-24

Date of Change2503

The company has submitted this notification for the Proposals of the election of Non-executive
Directors and Audit & Supervisory Board members are to be made for the Annual General Meetingof Shareholders scheduled on March 28th, 2024.

All of those eligible as Independent Officers are appointed as Independent Officers

２．Matters regarding Independent Officers and Independency of the Non-executive Directors
No.

Name

Non-executive Directors/Audit Independent& Supervisory Board Members
OfficerCriteria (a) through (l) are explained below (*1 & *2)
Detailsabcdefghi

jkl

Acceptance

N/A

1

Masakatsu Mori Non-executive Director

○

○

Yes

2

Hiroyuki Yanagi Non-executive Director

○

○

Yes

3

Noriko Shiono

Non-executive Director

○

○

Yes

4

Rod Eddington

Non-executive Director

○

○

Yes

5

George Olcott

Non-executive Director

○

○Yes

6

Shinya Katanozaka

Non-executive Director

○

○

7

Yoshiko Ando

Non-executive Director
Audit&Supervisory
Board
8 Kaoru Kashima
MemberAudit&Supervisory Board
9 Kenichi Fujinawa
MemberAudit&Supervisory
Board
Yoko Dochi
10Member○○

Yes
NewlyAppointed

Yes○

△

Yes

○

△

Yes

○

○

Newly
Appointed

Yes

３．Reasons for Nomination
No.

Reasons for Nomination

Explanation of whether applicable for the above (a) through (l) criteria
N/A

Mr. Masakatsu Mori has considerable experience acquired over many years spent inmanagement of a consulting firm, as well as a president and trustee of a university. He has awide range of knowledge and particularly exceptional insight in corporate management basedon his specialized expertise in finance and accounting. Based on this, we expect him toprovide valuable opinions and suggestions from an objective and professional perspective tothe management of the Company as an Independent Non-executive Director. For the reasons
above, the Board has determined that he, as Non-executive Director going forward, is asuitable candidate to oversee business execution of the Company toward continuous
improvement of corporate value.
Further, he is not applicable for any of the criterion (a) through (l), therefore, the Company
belives there is sufficient independence where there is no possibility of conflict of interests
with general shareholders.

N/AMr. Hiroyuki Yanagi has considerable experience acquired over many years as a corporate
executive. He has a wide range of knowledge and particularly highly specialized expertise inbrand development in the global market through technological development and innovation
through his experience as President, Chief Executive Officer and Representative Director, andChairman and Representative Director of Yamaha Motor Co., Ltd. Based on this, we expect
him to provide valuable opinions and suggestions to the management of the Company from anobjective and professional perspective as an Independent Non-executive Director. For thereasons above, the Board has determined that he is a suitable candidate to oversee businessexecution of the Company toward continuous improvement of corporate value.
Further, he is not applicable for any of the criterion (a) through (l), therefore, the Company
belives there is sufficient independence where there is no possibility of conflict of interests
with general shareholders.

N/AMs. Noriko Shiono has considerable experience and a wide range of knowledge acquired overmany years as a corporate executive. She has exceptional insight in corporate management
and marketing based on her specialized expertise in pharmaceuticals and healthcare strategy
as a Representative Director, President of SSP Co., Ltd., and as President of Widex Japan, a
medical device manufacturer. Based on this, we expect her to provide valuable opinions andsuggestions from an objective and professional perspective to the management of theCompany as an Independent Non-executive Director, particularly for the Company to growbusinesses in Health Science domain. For the reasons above, the Board has determined that
she is a suitable candidate to oversee business execution of the Company toward continuous
improvement of corporate value.
Further, she is not applicable for any of the criterion (a) through (l), therefore, the Company
belives there is sufficient independence where there is no possibility of conflict of interests
with general shareholders.
Sir Rod Eddington has exceptional insight in corporate management and corporate governanceacquired through considerable experience as a corporate executive and director of numerous
global companies over many years. In addition, since he serves as Chairman of an Advisory
Council of the Australia Japan Business Co-operation Committee and as a member of theInternational Advisory Committee of Mitsubishi Corporation, he has a deep understanding of
the economies and markets of Japan and other Asia-Pacific countries, and has built anexpansive network. Based on this, we expect him to provide valuable opinions andsuggestions from an objective and professional perspective to the management of theCompany regarding its global strategy among others as an Independent Non-executive
Director. For the reasons above, the Board has determined that he is a suitable candidate tooversee business execution of the Company toward continuous improvement of corporate
value.
Further, he is not applicable for any of the criterion (a) through (l), therefore, the Company
belives there is sufficient independence where there is no possibility of conflict of interests
with general shareholders.

1

2

3

N/A

4

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Kirin Holdings Company, Limited_Independent Officers Notification

N/AMr. George Olcott has considerable experience in international financial markets and has
exceptional insight in corporate management based on his academic expertise in humanresource development and corporate governance in global management. Based on hisexperience and insight, he also has an impressive background in academic research focusedon improving the value of Japanese companies. Based on this, we expect him to provide
valuable opinions and suggestions from an objective and professional perspective to themanagement of the Company as an Independent Non-executive Director. For the reasons
above, the Board has determined that he is a suitable candidate to oversee businessexecution of the Company toward continuous improvement of corporate value.
Further he is not applicable for any of the criterion (a) through (l), therefore, the Company
belives there is sufficient independence where there is no possibility of conflict of interests
with general shareholders.
Mr. Shinya Katanozaka has considerable experience and a wide range of knowledge acquired
over many years as a corporate executive. He has exceptional insight in promotinginternationalization of management and diversity, fostering new businesses, branding andmarketing through his experience as a Representative Director, President & Chief Executive
Officer of ANA HOLDINGS INC. and Chairman of the Board of Directors thereof. Based on this,we expect him to provide valuable opinions and suggestions from an objective andprofessional perspective to the management of the Company as an Independent Nonexecutive Director. For the reasons above, the Board has determined that he is a suitable
candidate to oversee business execution of the Company toward continuous improvement ofcorporate value.
Further, he is not applicable for any of the criterion (a) through (l), therefore, the Company
belives there is sufficient independence where there is no possibility of conflict of interests
with general shareholders.
Ms. Yoshiko Ando, as a government official, has been engaged over many years in policy
planning in labor administration and has highly specialized expertise, considerable experienceand a high level of insight in a wide range of fields of employment and labor including
promotion of women's participation and advancement. In addition, as an independent outside
Audit & Supervisory Board Member of the Company, she has appropriately audited businessexecution of the Company through, including but not limited to, providing valuable statementsfrom an objective perspective at the Board Meetings and the Audit & Supervisory Meetings.
Based on this, we expect her to provide valuable opinions and suggestions to the managementof the Company from an objective and professional perspective as an Independent Nonexecutive Director. For the reasons above, the Board has determined that she is a suitable
candidate to oversee business execution of the Company toward continuous improvement ofcorporate value.
Further, she is not applicable for any of the criterion (a) through (l), therefore, the Company
belives there is sufficient independence where there is no possibility of conflict of interests
with general shareholders.

5

N/A

6

N/A

7

There is a payment of service fees by the Company to Ernst & Young ShinNihon LLC,
where Ms. Kaoru Kashima served as the management until June 2019, but the amountof payment to Ernst & Young ShinNihon LLC during this fiscal year under review is lessthan 0.1% of its total revenue.

Ms. Kaoru Kashima, as a certified public accountant, has been engaged over many years incorporate audit and, as management of auditing firm or corporation, has considerable
experience and broad knowledge in organizational culture reform, public relations andpromotion of women's participation and advancement. Based on this, as an independent audit& supervisory board member, she has provided valuable opinions and suggestions from anobjective and professional perspective. Based on the above, the Company has determined that
she is suited to audit business execution of Directors of the Board of the Company toward
continuous improvement of corporate value.
Although she is applicable for (j), as mentioned on the left, the Company believes that she has
sufficient independence where there is no possibility of conflict of interests with generalshareholders.

There is a payment of service fees by the Company and the subsidiary of the Companyto Nagashima Ohno & Tsunematsu, where Mr. Kenichi Fujinawa served as themanagement until December 2019, but the amount of payment to Nagashima Ohno &Tsunematsu during this fiscal year under review is less than 1% of its total revenue.

Mr. Kenichi Fujinawa has served as a partner and managing partner at a major law firm formany years as a lawyer, and has highly specialized expertise and considerable experience inthe areas of general corporate legal practice, especially in M&A, international transactions,and corporate governance. Based on this, the Company expects him to provide valuable
opinions and suggestions, from an objective and professional perspective, to the managementof the Company. Accordingly, the Board has determined that he is fit to audit the businessexecution of Directors of the Board of the Company toward continuous improvement ofcorporate value as an Independent Audit & Supervisory Board Member.
Although he is applicable for (j), as mentioned on the left, the Company believes that he has
sufficient independence where there is no possibility of conflict of interests with generalshareholders.

N/AMs. Yoko Dochi, as the head of investor relations for a major listed company, has been
engaged in dialogue with institutional investors for many years, and has considerable
experience in both corporate management and capital markets, and highly specialized
expertise in finance, accounting, ESG, etc. Based on this, the Company expects her to provide
valuable opinions and suggestions from an objective and professional perspective to themanagement of the Company as an Independent Audit & Supervisory Board Member, and theCompany has determined that she is a suitable candidate to audit business execution of theCompany toward continuous improvement of corporate value.
Further, she is not applicable for any of the criterion (a) through (l), therefore, the Company
belives there is sufficient independence where there is no possibility of conflict of interests
with general shareholders.

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Kirin Holdings Company, Limited_Independent Officers Notification

４．Supplementary Explanation
Kirin Holdings Company, Limited (hereinafter referred to as the “Company”) has established the criteria listed below in order to objectively determine the independence of Non-executive
Directors and Audit & Supervisory Board Members (henceforth referred to collectively as the "Non-executive Officers"), with reference to the criteria for independence of officers
stipulated by the Tokyo Stock Exchange; given, however, that Non-executive Officers are appointed based not only on independence, but also on their respective knowledge, skills,
discernment and character, etc. and thus persons who meet the requirements for Non-executive Officers stipulated in the Companies Act and can provide advice and opinions as Nonexecutive Officers concerning the Company's decision-making may be hired as Non-executive Officers even if they fall into the criteria listed below.
[Criteria regarding the Independence of Non-executive Officers]
For Non-executive Directors and Audit & Supervisory Board Members to be considered as independent, none of the following criterion may apply to the respective Non-executive Director orAudit & Supervisory Board Member.
(1) A person for whom the Company (including its consolidated subsidiaries; the same shall apply hereinafter) is a major client(2) A person who is an executive director, corporate officer, executive officer, manager or other employee of a firm for whom the Company is a major client(3) A person who is a major client of the Company(4) A person who is an executive director, corporate officer, executive officer, manager or other employee of a firm which is a major client of the Company(5) A lawyer, certified public accountant, tax accountant, or consultant, etc. who receives money or other economic benefit in excess of a certain amount from the Company aside from theofficer’s remuneration(6) A person who belongs to a firm, union, or other similar entity (including a law office, auditing firm, tax accountant firm, or consulting firm, etc.) which receives money or other economic
benefit in excess of a certain amount from the Company(7) A person who is a major shareholder of the Company(8) A person who is an executive director and who executes business of a firm which is a major shareholder of the Company(9) A person who receives donations or other assistance in excess of a certain amount from the Company(10) A person who is a director of or otherwise executes duties for a firm, union or other similar entity which receives donations or other assistance in excess of a certain amount from theCompany(11) A person who is an executive director, corporate officer, executive officer, manager or other employee of a firm for which an Executive Director or full-time Audit & Supervisory Board
Member of the Company acts as outside director or outside auditor(12) A person to whom any of aforementioned criteria (1)–(11) has applied within the past 3 years(13) Where a person to whom any of aforementioned criteria (1)–(12) applies (however, excluding the person who does not serve an important role), the person’s spouse or otherrelations within the second degree of kinship(14) A person who is a spouse or other relation within the second degree of kinship to a person who serves currently and has served within the past three (3) years as a director,
executive officer, manager or other key employee of the Company(Notes)
1. Regarding criteria (1) and (2), “A person (or firm) for whom the Company is a major client” refers to a person (or firm) who received payment from the Company in the most recent
business year which accounted for either 2% or more of consolidated sales (consolidated revenue) for the year for that person (or firm), or over ¥100 million, whichever is the higher
amount. If consolidated accounting is not adopted by the person (or firm), total revenue or non-consolidated sales for the year should be employed in place of consolidated sales(consolidated revenue) for the year.
2. Regarding criteria (3) and (4), “A person (or firm) who is a major client of the Company” refers to a person (or firm) who made payment to the Company in the most recent businessyear which accounted for 2% or more of the Company’s consolidated revenue for the year, or who finances 2% or more of the Company’s consolidated total assets at the end of themost recent business year.
3. Regarding criteria (5), (9) and (10), “a certain amount” is considered as ¥10 million per year.
4. Regarding criteria (6), “a certain amount” is considered as either 2% or more of total revenue for the most recent business year for that firm, union or other similar entity, or over ¥100 million, whichever is the higher amount.
5. Regarding criteria (7) and (8), “a major shareholder” refers to a shareholder who directly or indirectly holds more than 10% of the voting rights.
*1

Explanation of Criteria (a) through (l)a. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Kansayaku of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides
compensation as a kansayaku
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h) (the kansayaku himself/herself only)
k. Executive of a company, between which and the Company outside directors/kansayaku are mutually appointed (the kansayaku himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the kansayaku himself/herself only)*2

Categories for “Relationship with the Company”* ”○” when the director presently falls or has recently fallen under the category; “△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category; “▲”when a close relative of the3/3