5

MANAGEMENT STRUCTURE

Board of Directors
Yoshitoshi
Kitajima
Chairman(Aug. 25, 1933)

Brief personal history, title, responsibilities
May 1963
Jul. 1967
Jul. 1970
Jan. 1972

Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company

Aug. 1975 Director, Vice President of the Company
Dec. 1979 President of the Company
Jun. 2018 Chairman of the Company

Masafumi
Kuroyanagi
Managing Director(May 4, 1960)

President(Sep. 18, 1964)

Brief personal history, title, responsibilities
Apr. 1987
Mar. 1995
Jun. 2001
Jun. 2003
Jun. 2005

Joined The Fuji Bank Ltd.
Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company

Jun. 2009 Executive Vice President of the Company
Jun. 2018 President of the Company
Apr. 2022 President, Chairman of Sustainability Committee of
the Company

Toru
MiyakeManaging Director(Feb. 5, 1958)

Senior Managing Director(Jun. 11, 1954)

Brief personal history, title, responsibilities
Apr. 1978 Joined the Company
May 1991 Chief Financial Officer of Dai Nippon Printing Co.
(Hong Kong) Ltd.
Jul. 2003 General Manager of Personnel Dept. of the Company
Jun. 2010 Corporate Officer (Yakuin), General Manager of
Personnel Dept. of the Company
Jun. 2018 Managing Director of the Company
Jun. 2020 Senior Managing Director of the Company

Jun. 2021 Senior Managing Director (Daihyo
Torishimariyaku Senmu) of the Company
Apr. 2023 Senior Managing Director (Daihyo
Torishimariyaku Senmu), managing
Information and Communications Sector(currently Smart Communications Sector),
Human Capital Sector and Corporate Sector of
the Company

MinakoMiyamaDirector(Jan. 15, 1962)

Senior Managing Director(Sep. 10, 1952)

Brief personal history, title, responsibilities
Apr. 1975 Joined the Company
Dec. 1994 General Manager of R&D 1st Dept., General
Production Research Center of the Company
Jun. 2008 Corporate Officer (Yakuin), Deputy General
Manager of Display Components Operationsof the Company
Jun. 2012 Senior Corporate Officer, General Manager ofFine Electronics Operations of the Company

Jun. 2017 Senior Executive Corporate Officer, in charge of Living
Spaces Operations, Mobility Operations and HighPerformance Materials Operations of the Company
Jun. 2021 Senior Managing Director (Daihyo Torishimariyaku
Senmu), managing R&D and Engineering Management
Sector, Lifestyle and Industrial Supplies Sector(currently Life & Healthcare Sector) and Electronics
Sector of the Company

Tsukasa
Miyajima
Director(Aug. 23, 1950)

Managing Director(Jul. 8, 1957)

Brief personal history, title, responsibilities
Apr. 1981 Joined the Company
Jan. 1997 Finance Manager of PT DNP Indonesia
Jun. 2015 Corporate Officer (Yakuin), General Manager of Strategic
Business Planning Dept. of the Company
Apr. 2016 Director of Maruzen CHI Holdings Co., Ltd.
Jun. 2018 Senior Corporate Officer, in charge of Strategic Business Planning& Development Div. of the Company
Statutory Auditor of Nihon Unisys, Ltd. (currently BIPROGY Inc.) (current)

Jun. 2020 Managing Director, in charge ofStrategic Business Planning &Development Div. and Value Creation &Promotion Div. of the Company
Apr. 2023 Managing Director, in charge of IR and
Public Relations Div., Corporate
Administration Dept., Legal Affairs Dept.
and Internal Auditing Div. of the Company

Qualifications as a Director
Mr. Hirofumi Hashimoto is qualified to appropriately supervise the entire group as well as to realize the strengthen
IR strategy and compliance, etc., toward business growth and corporate value improvement, based on his
extensive management experience in the DNP Group and his achievements in the business planning department of
the Company, including his role as chief financial officer at an overseas subsidiary.

64

Brief personal history, title, responsibilities
Apr. 1986 Joined the Company
Apr. 2005 General Manager of VR Planning andDevelopment Office, DB Div., C&I
Operations of the Company
Jul. 2014 General Manager of Recruiting andTraining Dept. of the Company

Jun. 2018 Corporate Officer, General Manager of Recruiting and Training
Dept., and Diversity Promotion Dept. of the Company
Jun. 2021 Director of the Company
Oct. 2021 Director, in charge of Recruiting and Training Dept. andDiversity & Inclusion Promotion Dept. of the Company
Jun. 2022 Outside Director of TOKAI RIKA CO., LTD. (current)

Brief personal history, title, responsibilities and status of important concurrent offices
Apr. 1990 Professor of Keio University, Faculty of Law
Apr. 2003 Registered as an attorney at law at the Daini
Tokyo Bar Association (current)
Jul. 2012 Outside Director of Hulic Co., Ltd. (current)
Jun. 2014 Director of the Company, Outside Statutory
Auditor of Mikuni Corporation (current)

Apr. 2016

Emeritus Professor of Keio University (current),
Professor of Asahi University, Faculty of Law and
Graduate School of Law (current)
Jun. 2018 Outside Statutory Auditor of Daifuku Co., Ltd. (current)

Reasons for nomination as a candidate for Outside Director and expected role
Mr. Tsukasa Miyajima is nominated as a candidate for Outside Director as it is expected that he will
provide advice and supervision over the Company ʼs management from an objective perspective
independent from the management executing the business, based on, among other things, his highlevel of insight and extensive experiences as a legal expert.

Qualifications as a Director
Mr. Masato Yamaguchi is qualified to appropriately supervise the entire group as well as to realize businessdevelopment and other activities toward business growth and corporate value improvement, based on his experience
as a person responsible for technology, research and development, and manufacturing of display products, etc., aswell as new business development using ICT, having extensive management experience in the DNP Group.

Hirofumi
HashimotoJun. 2018 Corporate Officer, General Manager of Purchasing Div.
of the Company
Jun. 2020 Senior Corporate Officer, in charge of Purchasing Div.
of the Company
Jun. 2023 Managing Director, in charge of Purchasing Div.
of the Company

Qualifications as a Director
Ms. Minako Miyama is qualified to appropriately supervise the entire group as well as to realize humanresources development strategies, etc., toward business growth and corporate value improvement,
since she has a proven track record as the Companyʼs first female Corporate Officer, leading the way indeveloping human resources and ensuring diversity, in addition to experience in the research, planningand development segments.

Qualifications as a Director
Mr. Kenji Miya is qualified to appropriately supervise the entire group as well as to realize the humanresources and labor strategies, etc. toward business growth and corporate value improvement, based on his
extensive experience as a management executive in the DNP Group, including as a chief financial officer at
an overseas subsidiary.

MasatoYamaguchi

Brief personal history, title, responsibilities
Apr. 1982 Joined the Company
Oct. 2005 General Manager of R&D Div., Display
Components Operations of the Company
Jun. 2011 General Manager of Corporate R&D Div.
of the Company

Qualifications as a Director
Mr. Toru Miyake is qualified to appropriately supervise the entire group as well as to realize thestrengthen R&D and supply chain, etc., toward business growth and corporate value improvement,
based on his experience and high vision, having served as the head of research and development at theheadquarters and business divisions.

Qualifications as a Director
Mr. Yoshinari Kitajima is qualified to appropriately supervise the entire group as well as to realize thegroup strategy toward sustainable business growth and corporate value improvement, based on his
extensive experience as a management executive in the DNP Group.

Kenji
Miya

Apr. 2019 Senior Corporate Officer, in charge of Finance &Accounting Div. of the Company
Jun. 2021 Managing Director, in charge of Finance &Accounting Div. of the Company

Qualifications as a Director
Mr. Masafumi Kuroyanagi is qualified to appropriately supervise the entire group as well as to realize
financial strategies and capital policy, etc., toward business growth and corporate value improvement,
based on his considerable management experience in the DNP Group and knowledge of all aspects offinancial accounting, including account settlement and taxation.

Qualifications as a Director
Mr. Yoshitoshi Kitajima is qualified to appropriately supervise the entire group, as he has extensive
knowledge of all aspects of management, as well as a wealth of experience and accomplishments,
having led the DNP Group's performance improvement as President of the Company since 1979.

Yoshinari
Kitajima

Brief personal history, title, responsibilities
Apr. 1983 Joined the Company
Apr. 2004 General Manager of Finance & Accounting 1st
Dept., Finance & Accounting Div. of the Company
Jun. 2010 President of DNP Total Process Warabi Co., Ltd.
Jun. 2015 Corporate Officer (Yakuin), General Manager ofFinance & Accounting Div. of the Company

Kazuyuki
Sasajima
Director(Aug. 8, 1953)

Brief personal history, title, responsibilities and status of important concurrent offices
Apr. 1982 Joined Tokyo Shibaura Electric Co., Ltd.
(Manufacturing Engineering Research Center)
Apr. 1989 Associate Professor of Saitama University, Faculty ofEngineering
Dec. 1999 Professor of Tokyo Institute of Technology, Graduate
School of Information Science and Engineering

Apr. 2016 Professor of Tokyo Institute of Technology,
School of Engineering, Department of
Systems and Control Engineering
Mar. 2019 Emeritus Professor of Tokyo Institute ofTechnology
Jun. 2020 Director of the Company

Reasons for nomination as a candidate for Outside Director and expected role
Mr. Kazuyuki Sasajima is nominated as a candidate for Outside Director as it is expected that he will
provide advice and supervision over the Company ʼs management from an objective perspective
independent from the management executing the business, based on, among other things, his highlevel of insight and extensive experience as an academic expert in information science and engineeringand systems and control engineering in addition to his experience as a researcher in a company.

DNP Integrated Report 2023

65

5 ｜ MANAGEMENT STRUCTURE
Composition of the Companyʼs Board of Directors (As of June 29, 2023)

Board of Directors

Outside Directors

Internal Statutory
Auditors

4 persons

YoshiakiTamura2 personsBrief personal history, title, responsibilities and status of important concurrent offices
Apr. 1979 Joined Asahi Glass Co., Ltd. (currently AGC Inc.)
Mar. 2013 Representative Director, Executive Vice President,
Overall business management, GM of Technology
General Division, Deputy leader of AGC Group
Improvement Activities of Asahi Glass Co., Ltd.

Director(Oct. 3, 1954)

Mar. 2014 Executive Vice President, President of Glass
Company of Asahi Glass Co., Ltd.
Mar. 2017 Executive Fellow of Asahi Glass Co., Ltd.
Mar. 2018 Outside Director of DIC Corporation (current)
Jun. 2022 Director of the Company

Directors

Statutory Auditors

12 persons

5 personsReasons for nomination as a candidate for Outside Director and expected role
Mr. Yoshiaki Tamura is nominated as a candidate for Outside Director as it is expected that he will
provide the Company ʼs management with advice and supervision from an objective perspective
independent of the management executing the business, using his high level of insight based on his
management experience and expertise in the manufacturing of glass and other materials acquired at
AGC Inc. and through his activities as an outside director of other listed companies.

HiroshiShirakawaDirector(Dec. 22, 1954)

Apr. 2015 Managing Executive Officer, Chief of Yokohama
Branch of TAISEI CORPORATION
Jun. 2019 Senior Managing Executive Officer, Member of theBoard, Chief of Marketing & Sales (Building
Construction) Division II of TAISEI CORPORATION
Jun. 2022 Director of the Company

Corporate
management,
businessstrategy

Mr. Hiroshi Shirakawa is nominated as a candidate for Outside Director as it is expected that he will provide the Companyʼ
s management with advice and supervision from an objective perspective independent from the management executing
the business, based on his extensive and high level of insight into overall business management developed through hislong experience as a member of the management of TAISEI CORPORATION and various important posts held using his
extensive experience after assuming the position of Executive Officer of that corporation.

Corporate Officers

Ryuji Minemura

Sakae Hikita

Ryota Chiba

Motoharu Kitajima

Kazuhisa Kobayashi

Satoru Inoue

Go Miyazaki

Mitsuru Tsuchiya

Naohiro Nishizawa

Toshiki Sugimoto

Kazuo Murakami

Tatsuya Hisakura
Kazuhisa Morigayama＊1

Directors

Statutory Auditors and Corporate Officers
Senior Executive Corporate Officers

Yasuyoshi Ichikawa＊1

Kazuhiko Sugita
Yoshiki Numano
Osamu Nakamura
Mitsuru Iida
Takahito Kanazawa

OutsideNobuyuki Asaba

Minoru Nakanishi
Hiroyuki Sone
Yasuyuki Tani
Ariyoshi Matsumura
Mitsue Sako
Nobuyuki Tomizawa
Hideto Sakata

Statutory Auditors

Taeko Ishii＊1

Takuya Goto

OutsideSenior Corporate Officers(of which 1 Female Statutory Auditor)

ESG,
diversity

Financial/management
accounting,capital policy
initiatives

HR/labor,
human resource
development

Legal affairs,
compliance,risk
management

OverseasbusinessIT
DX◎

Yoshinari Kitajima◎◎

Kenji Miya◎◎

Masato Yamaguchi◎

Hirofumi Hashimoto◎○

Masafumi Kuroyanagi◎◎

Toru Miyake○○

Minako Miyama

○

◎

○

◎

○

○

○

○

○

◎

◎

○

○

○
◎

◎
○

○

◎

○

○

◎
◎

Kazuyuki Sasajima○

Yoshiaki Tamura＊◎

Hiroshi Shirakawa＊◎

Ryuji Minemura○

Tatsuya Hisakura○◎

Kazuhisa Morigayama○◎

Taeko Ishii

R&D,
new business○Yoshitoshi Kitajima

Tsukasa Miyajima＊

Hiroyuki Matsumura
Statutory Auditor(of which 1 Female Director)

3 persons

Background of the Companyʼs Directors and Statutory Auditors

Reasons for nomination as a candidate for Outside Director and expected role

Standing Statutory Auditor

OutsideStatutory Auditors

8 personsBrief personal history, title, responsibilities and status of important concurrent offices
Apr. 1979 Joined TAISEI CORPORATION
Apr. 2011 Trustee, General Manager, Corporate Planning
Department, Corporate Planning Office of TAISEICORPORATION
Apr. 2012 Executive Officer, Deputy Chief of Corporate
Planning Office, General Manager, Corporate
Planning Department of TAISEI CORPORATIONInternal
Directors

◎

◎

○

◎

○

○

○
◎

◎

Yasuyoshi Ichikawa

◎

○
○

○

○

○
○

*Advisory Committee Member

Background of the Companyʼs directors and statutory auditors*1 Outside Statutory Auditors

66

The Companyʼs Board of Directors and the Board of Statutory Auditors consist of members with diverse backgrounds to cover the experience and expertise (skills) that are considered important in promoting the new
Medium-term Management Plan. “○” indicates that the individual possesses the background, and “◎” indicates that the individual is highly expected to demonstrate his/her competence in the field.

DNP Integrated Report 2023

67

5 ｜ MANAGEMENT STRUCTURE

Corporate Governance

DNPʼs corporate governance system

DNP engages in business activities that provide new value in the long term, with the aim of creating a sustainable,
better society and well-being lives. To continue providing value, we believe that we must improve our corporate
value and continue to be a company that is always trusted by all stakeholders. We regard the enhancement ofcorporate governance as an important management issue and are working to increase the speed and accuracy ofdecision-making, maintain smooth business executions based on decisions made, and build and operate a systemof overseeing and auditing business executions.

DNP has adopted the organizational design of a company
with a Board of Statutory Auditors, with independent outside
directors who participate in management decision-making tofurther enhance swift and accurate decision-making, smooth
performance of duties based on the decisions made andappropriate supervisory functions. We have also establisheda system with 25 corporate officers appointed by the Boardof Directors, allowing the performance of duties decided by
the Board of Directors with responsibility and authority.

Board of Directors and Board of Statutory Auditors• The Companyʼs Board of Directors is structured to enable

Overview of DNPʼs Corporate Governance
DNP is working to steadily grow its businesses over the
medium and long term, based on its corporate philosophy,“Connect people and society and provide new value.” We
believe that boldly addressing the challenges of various
business opportunities through sound entrepreneurship andearning the trust of various stakeholders is essential for
improving the competitiveness of our business in the future,
and are working to improve corporate governance, including
our internal control systems. We strive to make swift andaccurate management decisions, maintain smooth businessexecutions based on decisions made, build and operate asystem of overseeing and auditing the business executions,and provide thorough training and education to increase
employee awareness regarding legal compliance.
In recent years in particular, risks (factors contributing tochange, including the rapid change of the environment andsocioeconomic conditions) that may affect our business are
becoming increasingly diverse. In response, we are working

to strengthen the process for appropriately assessing thoserisks, applying our assessments in our medium- to long-term
management strategies and converting the risks into business
opportunities. In March 2022, the Sustainability Committee
headed by the president was restructured to accelerate
efforts to strengthen this process.
The Sustainability Committee takes a central role andcoordinates with the BCM Promotion Committee, which works
to ensure the safety of employees and maintain continuity of
production activities even in the event of emergencies suchas natural disasters, and the Corporate Ethics Committee,
which seeks to reduce risks by increasing employee
awareness with regard to compliance. In this way, we haveestablished a system that covers company-wide risks, inwhich material issues in management are verified regularly
and discussed at Management Committee and Board of
Directors meetings to appropriately reflect risks in our
medium- to long-term management strategy.

Structural diagram of DNPʼs corporate governance and internal control system• The Companyʼs Board of Statutory Auditors consists of five (5)members (including three (3) standing statutory auditors) withdiverse backgrounds. Each statutory auditor conducts auditsof the execution of duties by directors in accordance with theauditing standards and assignments determined by the Boardof Statutory Auditors and requests reports on the executionof duties from directors, corporate officers, and others asnecessary. Each statutory auditor attends all meetings of theBoard of Directors and makes necessary comments on
agenda items. Outside statutory auditors enhance the validityof both accounting audits and operational audits, and fulfill
the function of supervising management.

General Meeting of Shareholders
Board of Directors
Consulting

Consulting

Recommendation

Management Committee

Advisory Committee

Reporting

Regularreporting

Representative Directors

Reporting(Medium- to long-term business risk management,
identification of business opportunities)

Sustainability Committee

Corporate
Officers inchargeCheck(Autonomous
implementation,
inspection, review,
improvement)

Guidance
Training• Progress of operations in line with the Medium-termManagement Plan
• Formulation of the Basic Management Policy• Formulation of the new Medium-term Management Plan, etc.

Sustainability• Formulation of the Human Capital Policy• Revision of the DNP Group Environmental Policy• Statues of Sustainability Committee activities, etc.

Dialogue withshareholders• Holding of financial results briefings, ESG briefings, etc.
• Status of dialogues with institutional investors, etc.

Governance• Key personnel, organizational units and remuneration• Evaluation of the effectiveness of the Board of Directors• Status of internal audits, etc.

Other

• Individual investments, etc.

• The Company has four (4) outside directors and three (3)outside statutory auditors, all of whom are independent
directors or statutory auditors who meet the“independence standards” stipulated by the Tokyo Stock
Exchange and the Company. We believe that independent
directors and statutory auditors ensure transparency ofmanagement and protect the interests of generalshareholders by speaking out on agenda items at meetingsof the Board of Directors from a standpoint independent ofmanagement, based on their various specialized
knowledge and experience.

BCM Promotion Committee(Employee compliance promotion)

Corporate Ethics Committee
Corporate Ethics Committee Office(Various committees of specialists)

Operational
support

Audit
Guidance

Information Disclosure Committee

Auditing Department

Audit

BCM Promotion Committee Office

ReportingAssistance

Information Security Committee
Quality Assurance & Product Safety Committee

Main divisions in charge of various laws and regulations

Audit Unit

Group
companies(Management, mitigation of company-wide risks)

Head officeBusiness
units

Management
strategy

Sustainability Committee Office(Business continuity crisis measures for natural disasters, etc.)

Audit

Operating units

Accounting Auditors

ReportingMain items discussed at Board of Directors meetings
during the fiscal year ended March 2023

(Board of) Statutory Auditors

Audit

directors with specialized knowledge and experience in awide range of business fields to participate in management
decision-making aimed at realizing our corporate
philosophy to carry out their duties with responsibility andauthority and to supervise the execution of duties by otherdirectors. In addition to supervising the Companyʼs internal
directors, outside directors also contribute to theimprovement of transparency and accountability of theBoard of Directors through insightful management advice.
In principle, the Board of Directors is held once amonth, with corporate officers attending as rapporteurs
when necessary, to deliberate and decide on importantmanagement issues. The criteria for agenda items to besubmitted to the Board of Directors are clarified in the
Board of Directors Regulations, which were established incompliance with laws and ordinances and the Articles ofIncorporation. In terms of other decision-making andbusiness execution, the directors or corporate officers incharge of each basic organization delegate appropriate
authority to the head of the organization to which theBoard of Directors has delegated, in accordance withorganizational rules, etc., to improve efficiency.

(Strategic Business Planning & Development Division, Personnel & Employee Relations
Division, R&D and Engineering Management Division, Finance & Accounting Division,
Intellectual Property Division, IR and Public Relations Division, Corporate
Communication Division, Legal Affairs Department, etc.)

Audit
Guidance
Reporting
Coordination

68

Outside Director

Tsukasa Miyajima

Outside Director

Kazuyuki Sasajima

Outside Director

Yoshiaki Tamura

Outside Director

Hiroshi Shirakawa

Outside Statutory Auditor

Kazuhisa Morigayama

Outside Statutory Auditor

Taeko Ishii

Outside Statutory Auditor

Yasuyoshi Ichikawa

DNP Integrated Report 2023

69

5 ｜ MANAGEMENT STRUCTURE

Management Committee

Initiatives to enhance corporate governanceIn order to enhance the speed and efficiency of management
activities, the Company has established a Management
Committee consisting of executive directors to review anddeliberate on matters such as management policies,
management strategies and important management matters.

Advisory Committee
As part of our efforts to strengthen the supervisory function of
the Board of Directors, we have established an Advisory
Committee consisting of independent outside directors and/or
outside statutory auditors to ensure transparency and objectivityof procedures and decision-making processes relating todecisions on key management issues including the nomination
and remuneration of the Companyʼs directors and corporate
officers. In the fiscal year under review, the Advisory Committee
consisted of three (3) outside commissioners (Director Miyajima,
Director Tamura and Director Shirakawa) and deliberated on thepolicy and amount of remuneration for directors and corporate
officers as well as the skills of candidates for directors tosupervise the management of the Company.

Items deliberated by the Advisory Committee during
the fiscal year ended March 2023

Since the introduction and application of Japan's Corporate
Governance Code in 2015, we have been working to enhance

Improvements to the corporate governance system
Board of Directors (directors and statutory auditors)• Appointment of corporate officers• Basic policy on remuneration for directors and corporate officers,

introduction of a stock-based remuneration system and individual
remuneration• Status of measures to train next-generation management leadersand managers• State of consideration of the Basic Management Policy and MediumTerm Management Plan

Overall (of which female)

F Y201623 persons（ 0 person ）F Y2023

17persons（ 2 persons ）Evaluation of the effectiveness of the Board of Directors overall
We have been evaluating the overall effectiveness of the Boardof Directors around April each year since the enforcement ofJapanʼs Corporate Governance Code in 2015 as an opportunity
to receive frank opinions from the Board members about theactivities of the Board of Directors. We conduct a questionnaire
survey consisting of several dozen questions on the following
large items (on a 1-to-3 scale and open-ended questions)which all directors and statutory auditors answer, analyze theresult and present the issues to be addressed at a meeting ofLarge items in the questionnaire
12Explain the purpose of the survey at the Boardof Directorsʼ meeting in March

Supervisory function of the Boardof Directors
Appointment and compensation
system of directors

3

Operation of the Board of Directors

4

Relationship with shareholders, etc.

5

Support and collaborate withoutside directors/statutory auditors

the Board of Directors based on the outside directorsʼ opinions
regarding the results of the analysis.
The survey is revised as appropriate, based on social
trends and the opinions of external organizations, to ensure
objectivity. In the past, we have also interviewed the directors
by external parties as appropriate to further examine thesurvey results. We are improving all of the functions of theBoard of Directors, including its supervisory function, throughthe ongoing series of steps in this process.

Examine questionsin the survey(opinions of external parties)

23

2

Independent directors

5 persons518（ 21.7%）

7persons

15

Corporate officers（ 41.2%）7

10Overall (of which female)

22 persons（ 0 person ）25 persons（ 1person ）

22

1
24

Major initiatives so far

Supervisory function of
the Board of Directors• Addition of outside directors• Appointment of a female internal director• Appointment of a female outside statutory auditor• Revision of Group governance system• Regular management of risks and identification of business opportunities, led by the Sustainability

Committee, etc.

Distribute questionnaires

Report the status of issues to be addressed andimprovements made and future issues to thechairperson of the Board of Directors andoutside directors/statutory auditors

Secretariat of theBoard of Directors
collects and analyzes
questionnaires

Appointment and compensation
system of directors• Establishment of the Advisory Committee and expansion of membership• Development and announcement of skill matrix

Operation of
the Board of Directors• Establishment of the secretariat of the Board of Directors• Organization of agenda items to be submitted• Prior explanations for outside directors/statutory auditors on the agenda of the Board of Directors, etc.

Present the result of effectiveness evaluation at
the Board of Directors meeting in May
Discuss specific details about issues to beaddressed in outside directors/statutory
auditors meetings, etc.

• Reporting of the results of the exercise of voting rights at the Ordinary General Meeting of Shareholders

Relationship withshareholders, etc.

In the eighth effectiveness evaluation conducted in 2023, wechecked the status of deliberations at the Board of Directors
between April 2022 and March 2023 (12 sessions) andreconfirmed the status of items being addressed as
improvement issues so far. Questions were added concerning
the self-evaluation of each director and statutory auditor
regarding the deliberations of the Board of Directors, and thefree response statement column was also improved. As a resultof an analysis (by the Boardʼs administrative office) of theeffectiveness of the questionnaire answered by all directors andstatutory auditors, it was confirmed that the effectiveness of
the Board of Directors has been maintained, and that
improvements were made with regard to the issues identified inand the status of SR (Shareholder Relations) activities to the Board of Directors• Holding briefings (such as financial results briefings) for investors and giving feedback to theBoard of Directors• Feedback of opinions from shareholders, etc., including daily IR (Investor Relations) activities, etc.

■ Results for the fiscal year ended March 2023

70

the effectiveness of the Board of Directors based on the
results of effectiveness evaluations.

the seventh effectiveness evaluation. To further enhance
effectiveness, the following issues to be addressed wereshared at the Board of Directors meeting in May 2023.
1

2Further measures for progress at the Board of Directors
meetings (standardization of meeting material formats tosecure time for deliberations and enhancement of content
of prior explanations given before meetings, etc.)
Enhancing communication between management andoutside officers to enhance the effectiveness of the Boardof Directors (status of DNPʼs business operations andcontent of dialogues with shareholders, etc.)

Support and cooperation ofoutside directors/
statutory auditors• Distribution in advance of materials concerning agenda items submitted to the Board of Directors to

outside directors/statutory auditors• Holding meetings of outside directors/statutory auditors• Factory visits by outside directors/statutory auditors• Enhancing provision of information to outside directors/statutory auditors, etc.

DNP Integrated Report 2023

71

5 ｜ MANAGEMENT STRUCTURE

Dialogue of Outside Directors

Efforts of the Board of Directors to
Increase DNPʼs Corporate Value

Yoshiaki Tamura, Outside Director

Hiroshi Shirakawa, Outside Director

Mr. Tamura has held key positions at Asahi Glass Co., Ltd., (currently AGC Inc.) including
Representative Director and Executive Vice President (overall business management, GM
of Technology General Division and Deputy leader of AGC Group Improvement Activities)
in 2013, Executive Vice President and President of Glass Company in 2014 andExecutive Fellow in 2017. He was appointed as a director of DNP in June 2022, and has
also served as a member of the Advisory Committee since June 2023.

Mr. Shirakawa has held key positions at TAISEI CORPORATION, including Trustee andGeneral Manager, Corporate Planning Department, Corporate Planning Office in 2011,
Executive Officer, Deputy Chief of Corporate Planning Office and General Manager, Corporate
Planning Department in 2012, Managing Executive Officer, Chief of Yokohama Branch in2015 and Senior Managing Executive Officer, Member of the Board and Chief of Marketing &Sales (Building Construction) Division II in 2019. He was appointed as a director of DNP in
June 2022, and has also served as a member of the Advisory Committee since June 2023.

Reflecting on the past year since
appointment as directors
Tamura: I had long recognized DNP as a company that was
engaged in a wide range of business operations, but when I
became an outside director, I was surprised to learn ̶ in theprocess of carrying out my duties ̶ that DNP was engaged ina wider range of businesses than I had realized. When acompany is engaged in such a diverse range of businesses,
there is a possibility that the direction in which it should headas an organization may not be properly decided, but I feelthat DNP has a certain DNA that has been passed down
throughout its 150-year history since its founding, developing
printing technologies that process information, and taking onchallenges in new fields. While DNPʼs employees today arestill active in various business fields, they all have a common
understanding of the direction in which DNP should beheading (now defined in its current corporate brand statement
as “creating future standards” ), based on the basic printing
and information technologies cultivated so far. I believe that
this common understanding has spread through President

72

Kitajimaʼs continuous efforts to communicate information toemployees through various media, such as the internal
website and internal newsletter.
Shirakawa: I feel the same way. Although at first glance thebrand statement of “creating future standards” may beviewed as making it difficult to understand what it is that weare aiming for, there is a kind of blank margin that allows
each employee to think and act in their own field and in fact I
feel that DNP employees think about that margin as they
carry out their duties. I think itʼs a very good brandstatement.
Also, because DNP is engaged in a wide range ofbusinesses, the agenda items submitted to the Board of
Directors are very diverse. When I was first appointed, I foundit hard to understand the content of some of the agenda
items made at Board of Directors meetings, but I deepened
my understanding of DNP through various opportunities suchas meetings with executive divisions, in addition to receiving
prior explanations about the background of the proposals.
This is also important in fulfilling our duties as outside
directors, to supervise management from an objective
standpoint.
Tamura: As Mr. Shirakawa said, we are very grateful for theprior explanation of the agenda items for Board of Directors
meetings. Corporate officer class personnel highlightimportant points and explain them to us directly, making it
easy to ask questions on the spot and helping us tounderstand. This enables us to attend Board of Directors
meetings with a deeper understanding of agenda items inadvance, and I feel that this has enabled us to offer
appropriate advice and recommendations at meetings basedon our experience.

Working to further improve the efficiency of
the Board of Directors
Shirakawa: I think that DNPʼs Board of Directors has good
discussions on the agenda items that are put forward. On theother hand, perhaps because there is a strong desire toprovide sufficient information to outside directors andstatutory auditors, there are situations where there is quite
an overlap between the prior explanations and those given at
the Board of Directors meetings, and I feel that things would
be even better if there was a little more time for discussion.
Based on the results of this yearʼs evaluation of theeffectiveness of the Board of Directors, we will work on
devising operational measures to secure more time fordeliberation, and I hope that this will lead to an improvement.
Tamura: I think the same situation exists at other companies,
but there is a tendency for internal directors to answer
questions from outside directors about individual agenda
items at the Board of Directors meetings. I think that it isimportant to set aside time for discussions on major themesthat are separate from individual projects ̶ such as therecognition of management issues in light of social changes
and state of response to them, as with the new Medium-termManagement Plan ̶ so that internal directors who are wellacquainted with DNPʼs business operations and outside
directors with objective perspectives can exchange opinions
based on their respective knowledge, and the Board of
Directors can show the companyʼs major direction to thoseboth inside and outside the company. I think that this isimportant, not only to provide appropriate information toshareholders and other stakeholders, but also to enhance
DNPʼs corporate value.
Shirakawa: I agree. Individual agenda items submitted at theBoard of Directors meetings have already been discussed
within the company and deliberated by the Management
Committee, so I can understand the situation where it can bedifficult for internal directors to express their opinions after
that, having experienced the role of being an internal director
myself in the past. However, DNPʼs Board of Directors
consists of executives with diverse backgrounds, so I think it
would still be useful to discuss these items regardless. Thereis also the option of setting themes for discussion without
seeking conclusions.

Discussions for the formulation of theMedium-term Management Planand holding discussions at the Board of Directors.
Tamura: About discussions on the formulation of the Plan, I
have the same impression as Mr. Shirakawa. It goes without
saying that the most important thing is not simply to create a
Medium-term Management Plan but to execute it properly, in
accordance with the plan. Based on our common
understanding of “creating future standards,” the Board of
Directors will monitor and support the steady implementationof the Medium-term Management Plan and the implementationof other initiatives to enhance DNPʼs corporate value, while
checking progress based on the KPIs (Key Performance
Indicators) we have set and reviewing the plan as necessary.

Roles to fulfill going forward
Tamura: The current state of society ̶ with the use of AI andthe changing values such as the awareness oftime-performance ̶ was unimaginable in the past, and I thinkthat the kind of future and business environment that we are
currently envisaging now will also change significantly. I am
excited to see what kind of “ future standards” DNP will
create. I believe that it will be necessary to launch new
businesses and expand globally, but I would like to contributeto the continued development of DNP by providing appropriate
advice on the challenges DNP faces by leveraging theknowledge of product development and global expansion I
accumulated in my previous job, from an objective standpoint.
Shirakawa: DNP has a history of growing by reviewing andtransforming its business portfolio while responding to socialchanges. Now the current Board of Directors must show the“ future” that the company is aiming for and the direction inwhich it is heading. In addition to checking the progress of theMedium-Term Management Plan, I will also continue to makerecommendations to enhance DNPʼs corporate value from astandpoint that is independent of management, utilizing theknowledge of corporate planning, finance and management
accounting I gained in my previous jobs to review the companyʼsbusiness portfolio and discuss management issues.

Shirakawa: From the second half of 2022, when I took on
my post as a director, we checked the progress of theprevious Medium-term Management Plan, and the Board of
Directors also discussed a new Medium-term Management
Plan for FY2023 through FY2025. In my previous job, too, I
was involved in drafting medium-term management plans, so
I can really understand the situation in which the executiveside has repeatedly discussed and examined the formulationof the new plan.
At the Board of Directors, discussions were held instages, including the basic management policy, the initialframework of the Medium-term Management Plan, the outlineof the plan (report at the formulation stage) and the formal
decision. From the standpoint of an outside director, I feelthat it was very easy for us to advance discussions, with theflow of deliberations shifting gradually from the broad
direction that the company should take to more specificdetails. I think it was good that we were able to take theproper steps, engaging in dialogues with people in the market
DNP Integrated Report 2023

73

5 ｜ MANAGEMENT STRUCTURE

Compensation paid to directors and statutory auditors
Matters concerning resolutions at the General Meeting of Shareholders regarding compensation paid to directors
and statutory auditors
Compensation for directors and statutory auditors is calculated within the limit for compensation as determined by a resolution
at the General Meeting of Shareholders.
Date for resolution
June 29, 2016
June 29, 2022
June 28, 2007

Number ofmembers＊

Details of resolution【Compensation for directors】Within an annual amount of 1.4 billion yen

12(Compensation for outside directors shall be within an annual amount of 80 million yen).

【Stock compensation】Directors are granted claims to monetary compensation within an annual amount of up to 300 million

8

yen per year, and up to 300,000 stocks of restricted shares per year by receiving in-kind contributionsof such claims to monetary compensation (executive directors)

5

Compensation for statutory auditors shall be within an annual amount of 180 million yen.

*Number of persons covered by the provision at the time of the resolution

Matters concerning the policy for deciding the detailsof compensation for each individual director
To determine a policy for deciding the details of compensationfor each director, including the amount thereof, the Board of
Directors established standards by referring to objective
compensation market data. The Advisory Committee, which
consists of independent outside directors and/or statutory
auditors, then went through a process of deliberation andexamination. The Board of Directors took the details of this
deliberation into consideration and passed a resolution on apolicy for deciding the details of the compensation of eachdirector for the fiscal year under review (the fiscal year ended
March 31, 2023) at a meeting of the Board of Directors held on
April 18, 2022.
In the fiscal year ended March 31, 2022, the Board of
Directors decided to entrust Yoshinari Kitajima, President withthe task of deciding a specific amount of compensation for eachdirector, and Mr. Kitajima, who accepted the task, decided eachamount. The Board of Directors entrusted him with this authority
because the president is best positioned to conduct theevaluation of the duties of each director is responsible for while
simultaneously looking at results from broad perspectives.
At the Company, the Advisory Committee conducts anassessment from many perspectives, including consistency
with a decided policy to make sure that the president exercises
the entrusted authority appropriately, and the president thendecides the details of compensation for each director, taking
into consideration the results of such assessment.
The amount of compensation for each director was decided,
as mentioned above, after the Advisory Committee conducted
an assessment from multiple perspectives including consistency
with the determined policy. Therefore, the Board of Directors
considers that the details of compensation for each director for
the fiscal year ended March 31, 2022 are consistent with thepolicy.

(1) Executive directorsʼ compensation
Executive directorsʼ compensation consists of 1. fixedcompensation, 2. a performance-based bonus and 3. stockcompensation.
The percentages of the whole that are (a) fixedcompensation and (b) the performance-based bonus andstock compensation are, as a guide, (a) 55% and (b) 45%.
The standard percentage of total compensation that isstock compensation is 12%. These percentages represent
the case in which the targets for performance-based
compensation have been achieved.
74

Diagram of compensation in the fiscal year under review
Performance-based compensation

55%
Fixed compensation

45%
Bonus

Stock
compensation

The policy for determining the amount of fixedcompensation, bonuses and stock compensation is
described below.
1. Fixed compensation: The amount of fixedcompensation is determined based on the position or titleof the director using objective market data about
compensation as a reference and taking into accountfactors such as the duties and responsibilities of thedirector. Fixed compensation is paid every month.
2. Bonuses: The amounts of bonuses are determined byconsidering the level of contribution of the director in thefiscal year under review using consolidated operating
income, net income attributable to parent company
shareholders and ROE as indicators. The bonus is paid
after calculation based on the financial results for the
fiscal year under review after the end of each fiscal year.

Executive directors contribute the total amount of claims
to monetary compensation to be granted by the Company to
the Company as in-kind contributed assets, and common
stock of the Company are issued or disposed of.
The total number of common stock of the Company to beissued as stock compensation or disposed of shall not exceed
300,000 shares per year＊1, and the amount paid per share
shall be determined by the Board of Directors based on theclosing price＊2 of the Companyʼs common stock on the Tokyo
Stock Exchange on the business day preceding the date of
the resolution made by the Board, to such extent that theamount is not particularly advantageous to the executive
directors who receive the relevant common stock.
Issuance or disposal of the Companyʼs common stockand the granting of claims to monetary compensation as
in-kind contribution assets are subject to the conclusion of a
restricted stock allotment agreement between the Company
and the executive directors, which includes the following
three points.
(1) During the period until the resignation or retirement of
an officer or employee of the Company or its subsidiaries,
they must not transfer, establish a security interest based
upon, or otherwise dispose of the common stock of theCompany allocated as stock compensation.
(2) In the event that the officer or employee is unable toachieve the performance conditions for shares allocated as
stock compensation for which such performance conditions
have been set, the Company shall acquire all or part of theshares free of charge, at a time determined in advance, andwithout lifting the transfer restriction.
(3) In the event of certain other reasons, the Company
shall acquire the shares free of charge.
*1. Provided, however, that in the event of a stock split of the Company's common stock (including a freeof-charge allotment of the Companyʼs common stock) or a reverse stock split, or in the event of othercircumstances requiring the adjustment of the total number of the Companyʼs common stock to beissued or disposed of as restricted shares, the total number of shares will be reasonably adjusted.
*2. If the transaction is not completed on the same day, the closing price on the most recent trading day
preceding it will be used.

(2) Matters concerning performance-based
compensation, etc.
Indicators of performance and the calculation method used
for performance-based compensation, etc., are describedin Section 1 of “matters concerning the policy for deciding
the details of compensation for each individual director”
above. The indicator consolidated operating income underbonuses is the consolidated earnings forecast for thecurrent fiscal year of 67.0 billion yen. Since the purpose of
the consolidated operating income indicator underperformance-based stock compensation is to link
performance and compensation to the Medium-termManagement Plan, we set a target of 62.0 billion yen for
the fiscal year under review in the Medium-termManagement Plan for FY2020–FY2022. The targets forthe indicators net income attributable to parent company
shareholders and ROE were 67.0 billion yen and 6.0%,
respectively. The actual results were 61.2 billion yen forconsolidated operating income, 85.6 billion yen for net
income attributable to parent company shareholders and7.9% for ROE.
These indicators were selected to clearly reflect theconsolidated business performance for the fiscal year andthe state of achievement of the Medium-term Management
Plan for performance-based compensation.
(3) Compensation for outside directors
Regarding outside directors, from the perspective of
maintaining their independence, no performance-based
compensation and only fixed compensation shall be
provided.
(4) Compensation for statutory auditors
Regarding statutory auditors, from the perspective of theirroles and maintaining their independence, no performancebased compensation and only fixed compensation shall be
provided, the amount of which is determined throughconsultation among statutory auditors within the limit forcompensation determined by a resolution at the General
Meeting of Shareholders.

3. Stock compensation: The company has adopted a
restricted stock compensation system to increase the
incentive for the medium- to long-term increase of
corporate value and for directors to hold shares, thereby
sharing profit with shareholders.
The transfer of shares allotted to executive directors
is restricted until their retirement. The method of
calculating the number of shares whose restriction totransfer is lifted will be determined (a) for the portion that
requires the continuous service of the director at DNP fora certain period of time (condition of a term in office) and(b) for the portion that requires the achievement of target
indicators (currently consolidated operating income andROE) (performance condition) set as goals in the Mediumterm Management Plan to be an incentive for theachievement of the medium-term management goals. In
the future, DNP will consider introducing non-financial
indicators such as environmental indicators in addition to
consolidated operating income and ROE.

DNP Integrated Report 2023

75

5 ｜ MANAGEMENT STRUCTURE

Total compensation paid by category of director/statutory auditor, total compensation by type and the number of
directors and statutory auditors covered
Total compensation by type (¥ million)
Category of director/statutory
auditor

Total compensation(¥ million)

Fixed compensation

Number of directors
andstatutory auditors
covered

Performance-based compensation
Bonus

Stock compensation

Directors

896

560

252

82

8

(excluding outside auditors)

Statutory auditors

57

57

­

­

2

Outside directors and auditors

130

130

­

­

9

(excluding outside directors)

Note:
1. Bonus amounts shown are the amounts scheduled to be paid as bonuses for the fiscal year under review.
2. Stock compensation shows the amounts recorded as expenses for the fiscal year under review.
3. There were eight internal directors, two internal statutory auditors and seven outside directors as of the end of the fiscal year ended March 31, 2023.

Company directors and total compensation
Total compensation by type (¥ million)
Name

Total compensation(¥ million)

Director typeCompany

Fixedcompensation

Performance-based compensation
Bonus

Stock compensation

Yoshitoshi Kitajima

375

Director

Dai Nippon Printing Co., Ltd.

255

83

37

Yoshinari Kitajima

233

Director

Dai Nippon Printing Co., Ltd.

141

71

21

Note:
1. Total compensation is shown only for those with compensation of at least 100 million yen.
2. Bonus amounts shown are the amounts scheduled to be paid as bonuses for the fiscal year under review.
3. Stock compensation shows the amounts recorded as expenses for the fiscal year under review.

Stockholdings(1) Basis of classification of investment securities andrationale
The Company does not possess investment securities forpure investment purposes aimed at obtaining profits throughfluctuations in stock prices or by receiving dividends. The
investment stocks acquired by the Company are for the
purpose of strengthening relationships with customers in
implementing sales strategies and strengthening
collaborative relationships with partners for the
co-development of new technologies and new products andthese are classified as stocks held for reasons other than forpure investment purposes.

2. Number of stocks and amounts recorded on balance sheets
Number ofcompanies(Stocks)(¥ million)

Non-listed stocks

112

6,267

Stocks other than
non-listed stocks

111

255,734(Stocks for which number of shares increased in the fiscal
year ended March 31, 2023)
Number ofcompanies(2) Stocks held for reasons other than for pureinvestment purposes
1. Stockholding policy, method for validating rationale forstockholdings and details of validation at the Board of
Directors concerning the propriety of individual
stockholdings.
The Company specifically closely examines individual
stocks based on trends in the status of business
transactions with the company issuing the stock, trends inbusiness results of that company, the Companyʼs own
business conditions and medium- to long-term economic
rationality and future prospects, and the Company
periodically verifies the significance and purpose of holding
a stock. As a result, the Company sells stocks it determines
have diminished significance.
In the fiscal year ended March 31, 2023, the number ofshares of 31 stocks held by the Company decreased aslisted on the right.

(Stocks)

Total amount ofacquisition cost
pertaining to theincrease in numberof shares (¥ million)

Reason for increasein number of shares

Non-listed
stocks2749

To strengthen
our businessalliance

Stocks otherthan non-listed
stocks7

20

To enhance
our business
relationship(Stocks for which the number of shares decreased in thefiscal year ended March 31, 2023)
Number of
Total amount of sale value
companies pertaining to the de-crease in
number of shares (¥ million)(Stocks)

Compensation paid to accounting auditors

Non-listed stocks

4

178

Stocks other than
non-listed stocks

27

14,633(Continued on the next page)(1) Compensation paid to accounting auditors
Fiscal year ended March 31, 2022
Category

Total amounts recordedon balance sheets

Fiscal year ended March 31, 2023

Compensation for audit
certification (¥ million)

Compensation forother services (¥ million)

Compensation for audit
certification (¥ million)

Compensation forother services (¥ million)

Dai Nippon Printing
Co., Ltd.
Consolidated
subsidiaries

122

0

122

0

135

0

135

0

Total

257

0

257

0

Reduction of strategic shareholdings
As a result of efforts for strategic shareholding reductions in the fiscal year ended March 31, 2023, the Company decreased
the number of listed stocks by 18 and moved forward with the improvement of capital efficiency.
Stockholdings of listed stocks
Number of stocks(2) Compensation paid to individual member
firms affiliated with the same network,
to which auditors belong(excluding the compensation paid to KRESTON International (1))None(3) Other material compensation details
None(4) Details of services other than auditing work
provided by the accounting auditor to thesubmitting company
Services other than auditing provided by the accounting
auditor to the Company are formalities-related work.

76(5) Determination of compensation for audit services
The Companyʼs compensation for auditing services isdetermined based on a variety of factors, including thenumber of expected days for the audit and the company size.
(6) Reason Board of Statutory Auditors consented tocompensation for the accounting auditor
The Companyʼs Board of Statutory Auditors considers suchareas as details of the accounting auditorʼs audit plan, thestate of job execution in the previous fiscal year and thecalculation basis of estimates of compensation by obtaining
necessary materials from and listening to reports fromdirectors, relevant internal departments and accounting
auditors. As a result, the Board of Statutory Auditorsconsented to the amount of compensation for the accounting
auditor submitted by the Company.

250

237

222

204

­18 stocks

191
150

2016.32017.32018.32019.32020.32021.3(year on year)

1292022.3111

2023.3DNP Integrated Report 2023

77

5 ｜ MANAGEMENT STRUCTURE
3. Holding category, company name, number of shares, amount recorded on the balance sheet and holding purpose of stocks
held for reasons other than for pure investment purposes
Stocks held for reasons other than pure investment purposes
Fiscal year ended
March 31, 2023
Number of shares

Number of shares

Amount recorded onbalance sheet (¥ million)

Amount recorded onbalance sheet (¥ million)

36,600,000

38,600,000

133,590

208,980

6,606,600

6,606,600

16,087

16,5093,125,000

3,125,000

8,400

10,453

1,619,706

1,618,647

5,401

6,021

2,713,431

2,713,431

5,095

4,251

685,965

685,965

4,594

5,146

3,140,665

3,140,665

4,494

4,277

794,980

794,980

4,412

3,474

1,293,743

1,293,743

3,926

3,866

692,700

692,700

3,823

3,934

564,400

564,400

3,561

3,730

350,500

350,500

3,375

2,285

630,931630,931

2,906

2,192

319,800

319,000

2,587

3,132

759,277

759,277

2,585

1,751

1,720,000

1,720,000

2,571

2,657

350,940

350,940

2,365

2,853

480,029

480,029

2,363

2,141

Mitsubishi UFJ Financial
Group, Inc.

2,399,760

2,399,760

2,034

1,824

YAMATO HOLDINGS
CO., LTD.

830,300

830,300

1,883

1,903

584,000

584,000

1,645

1,880

Company name

Recruit Holdings Co., Ltd.

Dai-ichi Life Holdings, Inc.
Dexerials Corporation

Ezaki Glico Co., Ltd.

Mizuho Financial Group, Inc.
FUJIFILM Holdings
Corporation
Lion Corporation
Toyo Suisan Kaisha, Ltd.
Aica Kogyo Co., Ltd.
Taisho Pharmaceutical
Holdings Co., Ltd.
Meiji Holdings Co., Ltd.
YAKULT HONSHA
CO., LTD..
Ajinomoto Co., Inc.
Kobayashi PharmaceuticalCo., Ltd.
Sapporo Holdings Limited
Hakuhodo DY Holdings Inc.
Kikkoman Corporation
Asahi Group Holdings, Ltd.

KADOKAWA CORPORATION

78

Fiscal year ended
March 31, 2022

Companyʼsownershipof DNP
shares(Y/N)

Holding purpose, the quantitative effect of ownership andthe reason for increase in number of sharesY

We hold the companyʼs shares aiming to enhance our business relationship. While thequantitative effect of ownership is not stated, we have verified the significance and purpose of
our shareholding through close investigation of the transaction status and the prospects ofbusinesses with the company. After reviewing the significance and purpose of the shareholding,we have sold a part of our shareholding in the fiscal year ended March 31, 2023.

Y
N

Y

Y

Company nameTOKYO OHKA KOGYO
CO., LTD.

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Unicharm Corporation

We hold the companyʼs shares aiming to strengthen our business alliance. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

MORINAGA & CO., LTD.

We hold the companyʼs shares aiming to enhance our business relationship. While thequantitative effect of ownership is not stated, we have verified the significance and purpose of
our shareholding through close investigation of the transaction status and the prospects ofbusinesses with the company. In the fiscal year ended March 31, 2023, the number of shares
increased because of the enhancement of our business relationship.

Aflac Incorporated

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

N

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. While thequantitative effect of ownership is not stated, we have verified the significance and purpose of
our shareholding through close investigation of the transaction status and the prospects ofbusinesses with the company. In the fiscal year ended March 31, 2023, the number of shares
increased because of the enhancement of our business relationship.

TAKARA HOLDINGS INC.
S&B FOODS INC.
SINFONIA TECHNOLOGYCO., LTD.
Hulic Co., Ltd.
TBS HOLDINGS, INC.

Fiscal year ended
March 31, 2023

Fiscal year ended
March 31, 2022

Number of shares

Number of shares

Amount recorded onbalance sheet (¥ million)

Amount recorded onbalance sheet (¥ million)

206,000

206,000

1,584

1,516

290,700

290,700

1,581

1,267

393,000

393,000

1,475

1,497

149,600

149,600

1,288

1,179

1,200,000

1,200,000

1,226

1,321

344,400

344,400

1,215

1,267

732,800

732,800

1,154

976

1,040,000

1,040,000

1,130

1,145

518,064

518,064

986

925

Companyʼsownershipof DNP
shares(Y/N)

Holding purpose, the quantitative effect of ownership andthe reason for increase in number of sharesY

We hold the companyʼs shares aiming to strengthen our business alliance. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

N

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

N

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

N

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to strengthen our business alliance. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

1. Stocks held for reasons other than pure investment purposes and stocks held in trust with voting rights are not added together when selecting stocks with the largest amounts as recorded in the balance sheet.
2. The quantitative effect of ownership is not stated because of matters concerning business agreements with the business partner. In terms of the rationality of the holding, we have periodically verified thesignificance and purpose of shareholding through close investigation of the transaction status with the company, financial results of the company, business status of DNP, the medium- to long-term economicalrationality and the prospects.
3. In the companyʼs ownership of DNP shares, in the case that the company is a holding company, the holding status of the parent company and its major subsidiaries is stated.
4. Among stocks held for reasons other than pure investment purposes, the 30 stocks with the largest amounts as recorded in the balance sheet are listed.

Stocks held in trust or other legal entity while retaining voting rights or voting instruction rights

Company name

Terumo Corporation

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

TV Asahi Holdings
Corporation

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Astellas Pharma Inc.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Japan Tobacco Inc.

N

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

KADOKAWA CORPORATIONY

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

TAKARA HOLDINGS INC.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Y

We hold the companyʼs shares aiming to enhance our business relationship. Whilethe quantitative effect of ownership is not stated, we have verified the significanceand purpose of our shareholding through close investigation of the transaction
status and the prospects of businesses with the company.

Fiscal year ended
March 31, 2023

Fiscal year ended
March 31, 2022

Number of shares

Number of shares

Amount recorded onbalance sheet (¥ million)

Amount recorded onbalance sheet (¥ million)

7,722,000

7,722,000

27,59828,7564,030,000

4,030,000

6,073

6,077

2,284,000

2,284,000

4,300

4,364

1,000,000

1,000,000

2,798

2,087

532,608

532,608

1,500

1,714

500,000

500,000

511

550

Companyʼsownershipof DNP
shares(Y/N)

Holding purpose, the quantitative effect of ownership andthe reason for increase in number of sharesY

We hold voting instruction rights for shares in retirement benefit trusts.

N

We hold voting instruction rights for shares in retirement benefit trusts.

N

We hold voting instruction rights for shares in retirement benefit trusts.

N

We hold voting instruction rights for shares in retirement benefit trusts.

Y

We hold voting instruction rights for shares in retirement benefit trusts.

Y

We hold voting instruction rights for shares in retirement benefit trusts.

1. Stocks held for reasons other than pure investment purposes and stocks held in trust with voting rights are not added together when selecting stocks with the largest amounts as recorded in the balance sheet.
2. In the companyʼs ownership of DNP shares, in the case that the company is a holding company, the holding status of the parent company and its major subsidiaries is stated.

(3) Stocks held for pure investment purposes
None
DNP Integrated Report 2023

79