ESG Initiatives

Governance
The ENVIPRO Group operates a corporate
governance system based on its corporate
philosophy. The system aims to foster sustainablecorporate growth and enhance corporate value overthe medium to long term.

G overnanceSustainability Strategy

GovernanceBusiness

ESG Initiatives

Promoting Corporate Governance Based on the Corporate Philosophy

Basic Approach to Corporate GovernanceCorporate Governance Structure

The ENVIPRO Group recognizes that instilling its corporate philosophy
throughout the organization is the most important aspect of governance,
and that the strengthening of governance that brings discipline toorganizations to sustain growth is a key issue in management. Aiming forsustainable growth and the enhancement of corporate value over themedium to long term, in 2021 the Group disclosed a medium-term
management plan (Sustainability Strategy), which will serve as the basis for
History of Corporate Governance2010

Sustainability Report 2022

Financial and Company Data

Established current ENVIPRO HOLDINGS Inc.
Introduced executive officer system

General Meeting of Shareholders
Appointment ∙ DismissalAudit ∙ Supervision

Board of Directors
AdvisingSupervision

Proposals

Appointment ∙ Dismissal

Audit and SupervisoryCommittee

Selection

Appointment andRemuneration Committee

Management Committee Supervision

ReportReportConsultation

Dismissal
Supervision

Established Internal Control Committee

ReportRepresentative Director

Internal Audit OfficeInternal Control Committee
2013

Listed on the Second Section of the Tokyo Stock Exchange

2015

Established the Internal Control Basic Policy

2016

Established the Appointment and Remuneration Committee

Instruction

Consultation

ReportSustainability Committee

Instruction

Accounting audit
Instruction

ReportDepartments, Group companies
2017

Established the Audit and Supervisory Committee

2018

Listed on the First Section of the Tokyo Stock Exchange

2019P erformed early delivery of convocation notices (over threeweeks in advance)

2021

Disclosed a medium-term management plan (SustainabilityStrategy)
Changed the Sustainability Committee to a key meeting bodyfor promotion of the medium-term management planReport uman Resources andH
Labor Reform Committee
Operations ReformCommittee

management decision-making. We will continue to promote our mediumterm management plan (Sustainability Strategy) to enhance our economic,
environmental, and social value, and strengthen our governance to sustain
these values.

Board of Directors

Collaboration

InstructionE nvironmental & Safety
Promotion Committee
IT Promotion Committee

Audit corporation

ReportReport2011

Collaboration

Met 15 Times in Fiscal 2022

The company’s Board of Directors has 12 members, of whom eight areoutside directors (including four members of the Audit and Supervisory

Internal audit

Committee). In principle, the board meets monthly. The Board of Directors
makes decisions on matters important to the execution of the company’sbusiness, and oversees the execution of directors’ duties. In fiscal 2021, theBoard of Directors met 15 times and had a director attendance rate of 100%.
At meetings of the Board of Directors, the president acts as chair torespectfully draw out the opinions of directors, not from the viewpoint ofshort-term benefits, but rather to discuss even seemingly irrelevant policies
or measures and other matters from the perspective of medium- to longterm business growth.

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Sustainability Strategy

Business

Reasons for Selection of Skill Matrix Items
 nder our corporate culture, we have selected the item in line with ourU
belief that the most important issue for long-term profits and governance isto ensure that our corporate philosophy permeates every corner of ourorganization.
In the area of production technology, we have adopted the item that reflect
our need for knowledge of our business areas and production technology
to expand our plants and introduce new technology in line with ourbusiness investments.
With respect to business execution related to our CN (carbon neutral) andCE (circular economy) efforts, we had selected items reflecting our need forknowledge of CN realization and CE business development.

Audit and Supervisory Committee
Met 14 Times in Fiscal 2022
The Audit and Supervisory Committee consists of four outside directors. Inaddition to attending General Meetings of Shareholders and Board ofDirectors meetings, directors who are Audit and Supervisory Committee
members actively participate in internal meetings and work to understand thesituation within the company, including the management system and theexecution of business. The Audit and Supervisory Committee also meetsregularly with the president and representative director to exchange views
and maintain communication on issues that the company should address, thestate of the environment for auditing by the Audit and Supervisory
Committee, and other important matters pertaining to auditing. In order tomaintain close collaboration with the Internal Audit Department and theaccounting auditor, the Audit and Supervisory Committee holds regular liaison
meetings with these and otherwise engages in exchanges of information toenhance auditing functions. In addition to the Internal Audit Office, thecommittee also collects information from the internal control departments toconduct more thorough audits.

Appointment and Remuneration Committee
Met 3 Times in Fiscal 2022
The Appointment and Remuneration Committee is composed of fivemembers: the representative director and four outside directors who areindependent senior executives. As an advisory body to the Board of Directors,
it conducts preliminary deliberations on the nomination of director candidates(excluding those who serve as members of the Audit and Supervisory
Committee), remuneration for directors, and other matters.

Management Committee
Met 12 Times in Fiscal 2022
The Management Committee consists of the full-time directors and the Chair

ESG Initiatives

Sustainability Report 2022

Financial and Company Data

Senior Executive Skill Matrix
Position in thecompany

NameYears inposition

President,
Tomikazu Sano
Representative Director

12Senior ManagingDirector

Fumikatsu Sano

12Managing Director

Kozo Haruyama

7

Director

Naoki Takekawa

3Outside Director

Yoshiharu Murakami

12

Outside Director

Kyuchan Hwang

12

Outside Director

Keiji Miyaki

4

Hiroko Nomura

Newly
appointed

Outside Director

Outside Director (Audit andShoji Ide
Supervisory Committee)

11

Outside Director (Audit andTakashi Wada
Supervisory Committee)

8Outside Director (Audit and Hiroshi Kamiya
Supervisory Committee)

1

Outside Director (Audit and Kiyoshi Shinohara
Supervisory Committee)

Newly
appointed

Managing Executive
Officer

Akiko Ishii−

Executive Officer

Norihiro Nakasaku−

Executive Officer

Kenta Imai−

Executive Officer

Yasushi Sugiyama−Corporate
cultureManagement Production
strategytechnologyof the Audit and Supervisory Committee. It may also include some executive
officers, department managers, and members of Boards of Directors of groupcompanies, as required for matters to be deliberated. The Management
Committee generally meets once a month. to make decisions on specificmatters important to the execution of the company’s business and on thetimely disclosure of information.

Sustainability Committee
Met 12 Times in Fiscal 2022
The Sustainability Committee consists of full-time directors, executive
officers, and some related department managers, meeting once a month.
The Sustainability Committee seeks to promote the medium-term
management plan (Sustainability Strategy) that forms our strategy forachieving sustainable development for both the group and society. As anorganization assisting decision-making by the representative director, it
flexibly and actively discusses and examines the status of strategy promotion

Overseas

CN/CE

Finance/Legalaccounting/taxation compliance

Humanresources

ITIR

Expertknowledge

Economics

Diversity
promotion

Procurement
operations

Policyand future directions, including new business and M&A, from a long-term
perspective.

Internal Control Committee
Met 13 Times in Fiscal 2022
The Group has an Internal Control Committee chaired by the company
president. This Committee consists of four subcommittees: theEnvironment and Safety Promotion Committee, IT Promotion Committee,
Human Resources and Labor Reform Committee, and Business Operations
Reform Committee. The committee identifies risks, formulates
countermeasures, and builds and operates internal controls across theGroup, including awareness-building activities. The committee enables
presidents of group companies and members of subcommittees to set
policies, make decisions, and report on important compliance matters,
litigation and legal risk matters, and other matters that could havesignificant impacts on management.

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