Corporate Governance
Key initiatives for the enhancement of corporate governance
2002
2003
2008

2015

2018

2020
2021

2022

Response status of the Corporate Governance Code revised in 2021
Key revised point
Electronic platform forexercising the voting right

Response status
ComplyImplemented from the general meeting of shareholders for the fiscal year ended
March 2022.

Shareholders (General meeting of shareholders)Election and dismissal

Disclosure and dialogue

The Board

Election and dismissal
Election and dismissal

Consultation
Recommendations

Directors: 9

Governance Committee
Audit & Supervisory Committee Directors: 5

Supervision and election/
dismissal

Audit and supervision
Audit

Executive Board Member

Instruction andreporting

Supervision and election/dismissal

ReportingExecutive Directors Committee
Decision-making, approval, and instruction

Executive Officer/Operating Officer

Audit

Monitoring, supervising, andimportant decision-making

Accounting
audit

Business execution anddecision-making

Auditing

ComplyIn November 2021, we revised the policy for the improvement and maintenanceof the systema and initiatives for the promotion of dialogues with shareholders
and clearly stated the outside directors’ active involvement in IR activities.

Proportion of the
Independent outside
directors: 1/3 or MoreComplyIn and after June 2020, the system in which the ratio of the independent outside
directors is 1/3 or more has been kept.

Effectiveness ofthe nomination andremuneration committee

ComplyThe Advisory committee in which the chairperson and majority of the members
are outside directors was established in 2015 (Governance Committee from
June 2021), and its operation has been continuing.

ComplyWe started to disclose it on our website in November 2021.
We published it in the convocation notice for the general meeting ofshareholders for the fiscal year ended March 2022.

Basic policy for the
initiatives for sustainability
was formulated by the
Board

ComplyToward the realization of the group corporate philosophy that expressly statedthe contribution to the realization of a sustainable society, the Daiken global
environment vision 2050, and the Daiken sustainability basic policy, we set
the priority themes concerning ESG and goal values in the medium-term
management plan and have been promoting specific initiatives.

Disclosure of the initiatives
for sustainability

ComplyWe have been continuing the active disclosure in the integrated report and on
our website.

ComplyWe linked with the Daiken global environment vision 2050 in which we committed
to contributing to carbon neutrality in 2050 and expressed an agreement on the
TCFD in October 2021. Based on the TCFD’s recommended disclosure items,
we started disclosing governance, strategies, risk management, and indicesand goals. In the future, we will conduct scenario analyses and financial impact
analyses and strive to formulate countermeasures and plans, incorporate them inthe management strategy, and improve information disclosure.

Information disclosure
based on the TCFD

 umber of committee meetings convened in fiscal 2022:■N

Member are independent outside directors)

7 times■ Consultation matters from the Board(Consultation matters from the Board)Proposal for election and dismissal of the director in the general meeting of shareholders and election anddismissal of the Executive Officer
Plan for the successors of the directors and executive officers
Remuneration for directors* and executive officers, the method of evaluation, and remuneration calculation standards, etc.
Evaluation of the effectiveness of the entire Board
Establishment, revision, and abolition of the policy and rules on procedures, etc. for the governance system
Establishment, change, and abolition of the procedures, etc. for a transaction between related parties
Analysis and countermeasures if opposition votes exceeded the standard in the resolution of the general meeting of shareholders
Necessity and rationality, etc. when examining the capital policy that damages the common benefit of the shareholders*Except for the directors who are Audit & Supervisory Committee Member

Proposal for the election of directors
Amounts of remuneration for directors
The method of the effectiveness evaluation of the Boardand the results of the evaluation● Review of the corporate governance structure andpolicy● Response and disclosure content based on the revised
Corporate Governance Code● The concept of the skills matrix and the disclosing
method
●

●

●
●

●
●
●
●
●

Points of the Structure
The Governance Committee has been established that gives advice and makes recommendations on particularly important matters, suchas the nomination of and remuneration for directors and executive officers, improvement of the effectiveness of the entire Board, and thebuilding of the governance structure, to the Board in response to the Board’s consultation.
● The Governance Committee has the structure that the committee chairperson and a majority of the members are independent outside
directors. It is clearly stated in the basic policy concerning corporate governance that the Governance Committee’s deliberation andrecommendation details should be respected as much as possible in the Board.
● By setting up the internal audit division as an organization directly controlled by the Audit and Supervisory Committee, the structureenhances the audit function.
●

Executive Officer

They make and execute decisions on management under authority and responsibility delegated from the Board and Executive Directors
Committee and play the role of promoting our company’s growth and reform from the perspective of the total company optimization as
the strategic function.

Operating Officer

They undertake business operation in their responsible businesses and domains and execute operations toward the realization ofreform and growth. They are positioned to develop the next-generation leaders.

Structure to promote sustainability

The CSR committee was reorganized to the sustainability promotion
Sustainability Promotion Committee* *committee
in April 2022. Details are published on page 5.

System to Promote Risk Management and Compliance
The Board
Executive Directors Committee
Risk and Compliance Management Committee
Building of the group-wide risk management and compliancesystems and overall management of the promotion plans

Risk and Compliance Management Committee
Chairperson: Deputy President Executive Officer
Secretariat: Corporate Planning Department and Legal Department■ Number of committee meetings convened in fiscal 2022: 4 times■ Key deliberation items

Risk Management

Consideration of the important risk measures andanalysis/evaluation of the influence degree● Revision of the Disaster Countermeasure BCP Manual● Disclosure of the risks associated with businesses●

Departments Responsible
for Risks

Department Responsible
for Legal Affairs

Each Department/Group Company

59

Business execution

Data

Outside directors'
involvement in dialogs

Disclosure of the
combination of skills thatthe Board has

Sustainability
issuesComplyOutside director

Foundation Supporting Value Creation

Fulfillment of theBoard’s function

Disclosure of the English
versionInternal director

Term Director (Except for the director who is an Audit and Supervisory Committee Member) : 1 year Directors who are the Audit and Supervisory Board Member: 2 years

Governance Committee (Committee chairperson and majority of the●

English versions of the summary of financial results, financial result explanatory
materials, notice of the general meeting of shareholders (agenda part), integrated
report, and corporate governance report were disclosed. We will proceed withthe consideration of future improvements as needed.

Auditors
Chairperson/Committee chairperson

Headquarters, respective departments, andaffiliated companies●

Dialogues withinvestors /information
disclosure

Election/
dismissal,
determination Reportingof agendas,
and the rightof dismissal

Strategy for Value Creation

Reduced the number of directors from 9 to 7 (outside
directors: 2/7)
Outside directors increased from 2 to 3 (outside
directors: 3/8)
Enhanced the Board’s supervisory function and madea shift to the Company with Audit & Supervisory
Committee for the purpose of acceleration andefficiency of business execution.
A female outside director was selected (outside
directors: 3/9)
Clarified the Executive Officer system’s management
responsibilities and roles and introduced the Operating
Officer.
Revised the executive remuneration system andimproved the remuneration system for the directors who
are the Audit & Supervisory Committee Member.
Integrated the nomination & remuneration committee
and the Corporate Governance Committee andreorganized to the Governance Committee.
Reorganized the CSR committee to the sustainability
promotion committee to enhance initiatives forsustainability.
Revised the CSR basic policy to the Daiken
sustainability basic policy.

Internal audit
division

2016
2017

2019

Daiken Group's Value Creation

2010
2011
2012

Made the shift to the chief executive officer system
The compliance committee was established.
Reorganized to the risk & compliance management
committee for reinforcement.
Reduced the number of directors from 11 to 9.
An outside director was selected (outside directors: 1/9)
The term for directors was reduced from two years to one
year.
Outside directors increased from 1 to 2 (Outside directors:
2/9)
The basic policy on corporate governance was established.
The nomination and remuneration committee and the
Corporate Governance Committee were established.
The effectiveness evaluation of the Board was started.
Evolved the conventional management philosophy andcorporate code of conduct and established the group
corporate philosophy and the group conduct guidelines.
A female outside Audit & Supervisory Board Member was
selected.
Introduced the transfer restricted stock-based
compensation system.

Corporate Governance Framework

Compliance

Results of the Survey on the compliance consciousness
degree● Personal information management status● Operation of the whistle-blowing system in the overseas
bases
●

60

The effectiveness evaluation of the Board

Executive Remuneration

To increase the effectiveness of the Board and to improve corporate value, the Daiken Group has implemented the effectiveness evaluationof the Board once a year since the end of fiscal 2016. Based on the self-assessment by all directors and deliberations at the GovernanceCommittee in which the chairperson and majority of the members are independent outside directors, the effectiveness of important decisionmaking in management and proper business execution has been conformed to be sufficiently secured. The issues to work on for more
effective the Board operations have been extracted, and they have been continuously putting effort into the improvement of responses.

The first survey on the degree of penetration of the group
corporate philosophy was implemented. Issues in thepenetration was confirmed and measures were executed
Consideration and determination of themeasures to penetrate philosophy
Started to operate thesystematized group corporate
philosophy penetration program

Developmentof theManagement
Strategies/
Policies

Execution of the evaluations of the degreeof penetration of the management strategies
and policies as well as the progress ofimportant issues

Results and issues of the previous
medium-term management plan werereported in the process to formulate the
new medium-term management plan.
The business and market strategies, aswell as the concept of the enhancementof the management foundation, weredeliberated from the draft stage

Enhancement of the Board’s involvement
particularly in the CA process (analyses,
issue organization, and execution ofcountermeasures) in the PDCA process inthe management strategies

Directors’
Knowledge
and Abilities

Enhancementof the Supervisory Function
and RiskManagement

The director human resource development program wasset and its operation started
The nomination & remuneration committee was involved inhuman affairs of the directors to develop the next generation

Improvement of the information provision
to deepen outside director and Audit &Supervisory Board Member’ understanding ofour businesses and that they could sufficiently
review agendas of the Board in advance
Improvement of the information provision tooutside directors and Audit & Supervisory
Board Member to promote theirunderstanding in advance in deliberations
Improvement of the support system in orderfor the directors and Audit & Supervisory
Board Member to be able to actively collectinformation in and outside the company
Improvement of thesupervisory function bydelegating part of decisionmaking to the executive
officer side

Reporting of the matters to deliberate in the
management meeting to outside directors in the regulardebrief session and to outside Audit & Supervisory
Board Member in the Audit & Supervisory Board
Improvement of the information provision, such as
deliberation results on the executive officer side,and implementation of deliberations several times
in regard to high-risk acquisition cases
Thorough implementation of the prompt
distribution of materials

Procedure
The Board has the authority to make decisions on the policy concerning the amounts and the method of calculating executive remuneration,and the authority is delegated to the Board of representative directors by a Board resolution. The reason for delegation was because we judgedthat the Board of representative directors would be suited to evaluate each director’s responsible division while taking into consideration theentire company’s business performance, etc. In determining remuneration, to secure transparency, fairness, and objectivity, remuneration isdetermined by the Board of representative directors after deliberations and recommendations by the Governance Committee.

Continuous operation
Implement rolling for each fiscal year
based on the changes and forecasts ofthe business results and management
environment in the past fiscal year

Focused discussions on the management
strategy in the process to formulate thenext medium-term management plan

Reviews of the PDCA process are
executed, so that the progressconcerning the important itemsof the medium-term management
plan can be easily grasped
Enhancement of the monitoring ofimportant cases(1) Reconfirmation of risks, opportunities,
and materiality; (2) update of the long-term
vision; and (3) discussions on the policy andpriority measures in the next medium-term
management plan
Continuous operation

2

Periodic
reporting

Enhancement of themonitoring after acquisition

Composition
Executive remuneration is composed of mission remuneration as fixed remuneration, performance remuneration as the performancebased remuneration, and stock-based compensation. The proportion of the performance-based remuneration in the remuneration for the
directors (except for the director who is an Audit and Supervisory Committee Member and outside director) is around 40% and is designed
to fluctuate according to performance.

Continuous operation
Continuous operation
Improvement of discussion on the succession plan
Make and disclose the list of the combinations of
the skills expected to have according to strategies
and the skills that the Board has

1

Director (Except for directors who are Audit & Supervisory Committee Member and outside directors)

Since then, regular holding has been continuing

Representativecompensation

Executivecompensation

Supervisor
compensation

Since then, continuously
implementing thisIssue
Response

Review of the regulations of decision-making authority

Revised the Board’s rules and expanded thescope to be delegated to the executive officer side
Shift to the Company with Audit &Supervisory Committee
Enhancement of the Board’s involvement in the group-based
Reviewofimportant risks
risk management

Director who is an Audit & Supervisory Committee Member

2

Improvement of the structure topromote a constructive dialog andtransmit helpful information forstakeholders including shareholders

Mission remuneration

Since then, periodic implementation on a quarterly basis has been continuingIn creating the integrated report,
a questionnaire survey of thedirectors and individual meetings
were implemented, and the Board
has been actively involved
To improve informationtransmission to stakeholders,such as shareholders, evaluations
by the recipients of the information
were monitored by the Board

Since then, periodic implementation of an opinion hearing
questionnaire survey and production meeting has been continuing

Evaluations by the investors weremonitored by the Board andevaluations from external institutions
improved by reflecting them in the
integrated report and on the website

Audit & Supervisory Committee
Member compensation

External opinions are continued to be reflectedon the integrated report creation policy

Deepening of the discussions on the responses
to the opinions by shareholders and investors

Since then,these have been
continuing

Mission remuneration

1

Further discussions on the president candidate development plan and succession of the Board to securesustainability of the functions of the management and the Board

2

Continuation of the discussions on the realization of the long-term vision and the important issues, including thefollowing three themes, with a view to improving sustainable corporate value beyond the vision.

1) Human resource development toward the securing of diversity and human resource strategies including theimprovement of the internal environment2) Internal control and risk management in the entire group
3) Response to sustainability issues

Fixed remuneration to be determined based on one’s duty. To ensure the background of the money amount, the breakdown (Audit & Supervisory
Committee Member compensation in addition to representative compensation, supervisor compensation, and executive compensation) is
organized and determined.

Performance remuneration

Performance-based remuneration based on the accomplishments/results in company performance

Stock-based compensation

To reflect medium- to long-term performance and corporate value improvement, the transfer restricted stock-based compensation system has
been introduced. (Except for directors who are Audit & Supervisory Committee Member and outside directors)

Data

The Board’s effectiveness evaluation implemented in fiscal 2022 evaluated that its sufficient effectiveness, which was equal to or
surpassed that of the previous fiscal year, has been secured as they steadily executed the responses to the issues recognized in theprevious fiscal year and proceeded with the improvement measures. Particularly regarding their involvement in the PDCA process inexecuting and verifying management strategies, such as the ex-post evaluation of the important investment case and the monitoringof the progress status, it has been confirmed that the Board effectively fulfilled their functions and sufficiently functioned in regard to
the role to be involved in the governance structure by the Governance Committee. To further improve the effectiveness of the Board,
we will proceed with the responses to the following issues.

Supervisor compensation

Within the annual amount of 108 million yen

Discussions on the reduction of cross-shareholdings
toward the improvement of stock liquidity

Results of the evaluation in fiscal 2022 and responses to future issues

61

Within the annual amountof 30 million yen

Within the annual amount of 300 million yen

Since then, these have been continuing

Improvement of the feedbacks of IR activities

Improvementof a Dialog
withStakeholders

Performance-based Operating profit: 50%
Profit attributable to owners of parent: 50%
indices

Holding of an office visit for the outside directors
and Audit & Supervisory Board Member

Periodic implementation of the reporting of IR activities

Stock-based
compensation

Performance remuneration

Mission remuneration

Since then, continuously
implementing thisFoundation Supporting Value Creation

ImprovementofDiscussions

Improvement of the provision oftraining opportunities for directors
and Audit & Supervisory Board
MemberContinue to periodically implement the survey toconfirm the penetration status and issues

Strategy for Value Creation

Review of the reporting content,such as the execution ofoperation, toward the effective
involvement in the PDCA process
for management strategies

4. T he procedure for determining remuneration shall be transparent, fair, and objective to achieve the responsibilities
of explanations to all stakeholders including shareholders, investors, and employees.

Fiscal 2020 to fiscal 2022: GP25 2nd Stage

Establishment of the group
corporate philosophy

Effective involvement in the PDCA process
through annual or interim evaluations andverifications for management strategies andpolicies

2. T he remuneration system shall be designed reflecting the long-term vision GP25 and the medium-term
management plan, prevent too great an emphasis on short-term inclinations, and motivate the improvement of
medium- to long-term corporate value.
Daiken Group's Value Creation

Fiscal 2016 to fiscal 2019: GP25 1st Stage

1. T
 he remuneration system shall be based on the practice of the group corporate philosophy.

3. T he standards and system of remuneration shall be effective enough to secure excellent human resources to whom
we can entrust our future.

Key issues and responses
Deliberations to review the management
philosophy and revise it as the group
corporate philosophy

Policy of Executive Remuneration

Executive remuneration for the fiscal year ended March 2022
The total amount of remuneration to each executive classification, the total amount of remuneration by type, and number of target executives
are as follows.
Executive Classification
Retirement Benefits*1
Director (Audit & Supervisory
Committee Member)*2
Audit & Supervisory Board
Member*3
Outside Directors and Audit &Supervisory Board Member

Total Amount of
Remunerations,etc.
(1 million yen)

Missionremuneration

Performance
remuneration

Stock-based
compensation

Stock-based
compensation

200

98

92

8

–

5

36

36

–

–

–

2

10

10

–

–

–

2

42

42

–

–

–

8

Total Amount of Remunerations, etc. by Type (1 million yen)

Number of Target
Executives*1: Except for directors who are Audit and Supervisory Committee Member and outside directors *2: Except for outside directors*3: Except for outside directors (Our company has been shifted from a company with an Audit and Supervisory Board to a company with an Audit and Supervisory Committee as of June 25, 2021.)

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Message from the newly appointed directors

63

Corporate
Position in
Our Company management /ESG

Finance andaccounting

Riskmanagement,compliance andlegal

Domestic
businessstrategy andDX

Globalbusinessstrategy andDX

Manufacturing
technology
and R&D

Masanori Okuda

Representative
Director, President

●

●

●

●

●

●

Koshin Nomura

Representative
Director, Managing
Executive Officer

●

●

●

●

●

●

Takeshi Nagata

Director, Managing
Executive Officer

●

●

●

●

Masatoshi Maki

Director●●●

Takashi Aihara

Director, Audit andSupervisory Committee
Member (Full-time)●

TakashiTerubayashi

Director, Audit andSupervisory Committee
Member (Full-time)●●

Shingo Ishizaki

Outside Director,
Audit and Supervisory
Committee Member

●

●

●

●

●

Outside Independent

Yuko Asami
Outside Independent

Kiyoshi Mukohara
Outside Independent

Outside Director,
Audit and Supervisory
Committee Member
Outside Director,
Audit and Supervisory
Committee Member

●

●

●

●

●

Reasons for appointment of outside directors as audit and supervisory committee members
Name

Reasons for Appointment

Shingo Ishizaki

Has been engaged in investment bank operations at securities companies for many years, and possesses abundant financial
expertise acquired through said experience. Expected to play supervisory and advisory roles in the execution of duties bydirectors, from a specialized perspective based on the said expertise, especially in financial accounting, thereby contributing to
the increased governance of our company.

Yuko Asami

Is a professor at the Faculty of Economics, Gakushuin University, and has served as a committee member for the Ministry of
Finance, the Financial Services Agency, and other organizations demonstrating adequate expertise in finance and accounting.
Expected to play supervisory and advisory roles in the execution of duties by directors from a specialized perspective based on
the said expertise, especially in corporate accounting, thereby contributing to the increased governance of our company. Has
no experience of engagement in corporate management other than serving as an outside director but is considered capable ofproperly executing the duties of an outside director for the reasons above.

Kiyoshi Mukohara

Has been engaged in the management of financial institutions for many years and possesses abundant financial and managerial
expertise acquired through the said experience. Expected to play supervisory and advisory roles in the execution of duties bydirectors from a specialized perspective based on the said expertise, especially in corporate management, thereby contributing
to the increased governance of our company. History of working at Sumitomo Mitsui Trust Bank, Limited, a major lender of
Daiken Corporation, but resigned as a director of the lender for seven years.

Data

Director, Managing
Executive Officer
Responsible for Overseas
Business and New
Overseas Business

NameFoundation Supporting Value Creation

Takeshi Nagata

Since joining my previous company, I have been consistently involved in the timberindustry for approximately 30 years, and I have experience in a variety of operations
throughout the entire value chain from procurement to sales and the processing of wooden
boards. I lived and worked overseas, mainly in Southeast Asia and Oceania, for 14 years
during this period. After taking a post at the overseas business group of Daiken Corporationin 2015, I focused on expanding overseas businesses with the launch of the door business inIndonesia in 2016 and the acquisition of the MDF plant in New Zealand in 2018 to contributeto the reinforcement of the overseas businesses, which are specified as the growth driver inthe long-term vision.
Currently, the North American wood industrial materials business we established throughM&A in 2019 significantly contributes to the performance of our overseas businesses.
However, another strength we have with our overseas businesses is MDF. We haveestablished a solid customer base and sales network that now enables us to sell the products
we manufacture using the manufacturing technologies we have accumulated through thedevelopment of the businesses for a quarter of a century and the development capabilities
that reflect both manufacturer’s and user’s perspectives in Japan, Asia, and North America. In
addition, I’m confident that expanding the industrial materials business, which effectively uses
timber, will contribute to the realization of a recycling-based society and carbon neutrality
because trees fix the CO2 they absorb as they grow as carbon. Wood will turn into highvalue-added materials, such as MDF and LVL, and such materials can be stored for several
decades. We would like to share such social values with our customers and improve ourcorporate values by increasing the profitability of our overseas businesses.
As the newly appointed director, I’m aware that my most important mission is to balance
the implementation of the overseas growth strategies and risk management. While focusing
on the aforementioned North American business and MDF in the growth strategies andaiming to improve internal control to optimize the balance between the transfer of authority
and management at the overseas locations for risk management, I’d like to focus ondeveloping human resources that can work actively overseas into the future because humanresources that work at and manage our overseas locations are essential.

Main expertise / Experience

Strategy for Value Creation

Representative Director,
Managing Executive
Officer
Responsible for Domestic
Business and New
Domestic Business

To optimize the combination of the skills that the directors have and to make it the Board that will contribute to the mediumto long-term corporate value improvement, we have created the Board members’ skills matrix. For the main items of expertiseand experience, the Company has set core skills for conducting fair and highly transparent management, such as corporate
management, ESG, finance and accounting, risk management, and compliance, etc.; skills of high importance as a construction
materials manufacturer based in Japan, such as domestic business strategy and DX; and skills related to manufacturing
technology in factories at the cutting edge of manufacturing and related to R&D, the source of the Company’s medium- tolong-term competitive advantage. The Company has also set global business strategy and DX for strengthening its position inoverseas markets, which is of particularly high importance for realizing the management strategy set out in the long-term vision.
The skills matrix is also created for the executive officers and operating officers from the perspective of the development of
successors who will play roles in the next-generation management, and we strive to build the optimal management structure.

Daiken Group's Value Creation

Koshin Nomura

Since joining the company, I have worked mainly in the fields of manufacturing anddevelopment. I have been involved in the development of new applications for materials
and the expansion of the lineup of building materials products as an employee in chargeof development in the manufacturing division, and I have been involved in management aspresident of the building materials plant, which was a separate company spun off from thecompany back then. My experience participating in the establishment of the door businessto change the focus of the main business from plywood, which was the business when thecompany was founded, and working at the building materials plant specialized in doors andflooring in China as a manufacturing manager to expand operations was notably memorable
partly because it happened when the company was at a turning point. In order for us tocontinue growing into the future and increase our corporate values, the change of businessin response to the market environment and the acceleration of overseas expansion are
unavoidable management challenges. The change of business requires the power of unity tobring together wisdom by sharing the purpose of launching a new business and the issues toovercome with the group. On the other hand, overseas expansion requires the courage to try
to win trust while discovering the strengths and weaknesses of the company in countries with
cultures different from ours. I’d like to lead the company as a director and set the direction forimprovement of corporate values by utilizing the experience I have built up in my career.
In addition, I'm aware that the greatest strength we have in order to overcome thesemanagement challenges is the technological capabilities we developed based on social
issues and customer needs. The technical development for advanced applications of timber,in particular, reflects the company’s DNA since its foundation and has the potential to serve asa sustainable source of value creation that will lead to the resolution of social issues, such as
the contribution to carbon neutrality. The board of directors will not only optimize the businessportfolio and lead the discussions on the long-term R&D vision but also focus on developing
a corporate culture that encourages young employees to be enthusiastic about development
and makes them feel the joy of taking on challenges using the company’s technologicalcapabilities.

Skills Matrix*1: The three directors above satisfy the criteria for independence assessment specified by the company and have been registered in compliance with the regulations of the Tokyo Stock Exchange.
*2: The three directors above are members of the Governance Committee and have been engaged, from an objective and neutral standpoint, in the selection of directors for the company and the determination of
executive remuneration and governance structure.

64