Corporate Governance
Last updated: June 28, 2024

ORGANO CORPORATION
Masayuki Yamada
Representative Director and President, President and Executive Officer
Inquiries: Corporate Strategy and Planning Dept., Corporate Management and Planning+81-3-5635-5111
Securities Code: 6368
https://www.organo.co.jp/english/
The corporate governance of ORGANO CORPORATION (the “Company”) is described below.

I

Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other
Basic Information
1. Basic Views [Update]
The Company has been engaging in efforts to enhance corporate governance that conforms to the following
basic views in order to realize fair and trustworthy management and improve management efficiency.
(1) The Company will respect the rights of shareholders and ensure equality.
(2) The Company will take into account the benefits for a wide range of stakeholders including
shareholders/investors, consumers/customers, business partners, employees and local communities, andcooperate with these stakeholders appropriately.
(3) The Company will disclose the Company’s information timely and properly, and ensure transparency.
(4) The Directors, Audit and Supervisory Board Members, and Executive Officers will recognize theirfiduciary responsibilities, and will effectively fulfill their expected roles and duties.
(5) The Company will hold constructive dialogue with shareholders.
The Company’s basic views and basic policy on corporate governance are provided in the “Corporate
Governance Guidelines” available on the Company’s website.
(https://www.organo.co.jp/english/company/governance/guidance/)[Disclosures Based on the Principles of Japan’s Corporate Governance Code] [Update]Principle 1.4 Cross-Shareholdings(1) Policy relating to cross-shareholdings
The Company adopts a basic policy of not acquiring or holding the shares of concerned companies except when
it judges that the holdings contribute to enhancing the Company’s corporate value such as strengthening
medium- to long-term cooperation with customers, business partners, etc., expanding transactions and creatingsynergies.
At the Board of Directors each year, the Company comprehensively evaluates the benefits and risks of eachindividual cross-shareholding in light of the holding costs, and verifies the rationale of holdings from a
medium- to long-term perspective. If the Board of Directors judges that the holdings are not deemed reasonable
as a result of its verification, the Company will, in principle, proceed with reducing the amount of holdings
through measures such as the sale or transfer of the shares.
Specifically, the Company implements the evaluation based on the following evaluation items and makes ajudgement on sale or transfer.
 The presence or absence of a scandal such as the violation of laws and regulations or accounting frauds inthe past one year Trends in business performance, stock prices, dividends and transactions with the Company in the past
three fiscal years
 Opinions on holdings from the department in charge-1-In evaluating the trend in transactions with the Company, the Company sets criteria for each evaluation item
such as designating the matter as a verification target for sale or transfer if no transactions or insignificant
transactions were made during the past three fiscal years.
In a verification conducted in June 2024, the Company comprehensively verified all 14 issues of shares
including the shares of unlisted companies regarding the rationale of their holdings based on the
aforementioned policy.
As a result, the Company has decided to sell two issues of listed shares of which significance of holding wasdetermined to have diminished and has decided to gradually reduce the holding of one other issue of listed
shares in consideration of the issuer’s policy moving forward.
For some issues of shares of which significance of holding was determined to have diminished in theverification conducted in the past, the Company has decided to gradually reduce those amounts in considerationof the issuers’ policies moving forward.
One issue of unlisted shares, which is already decided to be sold, is not included in the verification conductedin June 2024.
As of March 31, 2024, the total amount of cross-shareholdings recognized in the balance sheet was ¥1,331
million, which accounts for less than 1 percent of the consolidated total assets, and the Company considers theamount to be insignificant.
(2) Criteria for exercising voting rights regarding cross-shareholdings
The Company makes a judgment regarding exercising voting rights for cross-shareholdings from theperspective of whether or not the exercising contributes to the medium- to long-term enhancement of corporate
value for both the Company and investee companies. In particular regarding shares of listed companies, theCompany prescribes the standards for approval or disapproval of proposals deemed to be of high importance,such as appropriation of surplus, election of officers, remuneration for officers and anti-takeover measures, andwill respond in accordance with such standards.
Principle 1.7 Related Party Transactions
The Company shall require the approval from the Board of Directors for competitive transactions and conflictof interest transactions with Directors and the corporations, etc. substantially controlled by Directors, and shallreport important matters relating to conflict of interest transactions between a Director and the Company to theBoard of Directors. The Company examines the presence or absence of related party transactions between
Directors as well as their close relatives and the Organo Group companies each year, and monitors the situation.
In addition, regarding transactions between the Company and major shareholders, etc., the Company requires
obtaining prescribed decision and approval for transactions in accordance with the size, characteristics,
significance and other factors of the transactions, in a similar manner as with transactions with other companies
that do not have a capital relationship with the Company. The Company has established the Special Committee
as an advisory body to the Board of Directors which consists of Independent Outside Directors. For the purposeof practicing fairness when conducting important transactions, etc. with the parent company (Tosoh
Corporation) group, and monitoring and supervising issues regarding conflicts of interest between the parent
company group and minority shareholders in such transactions to appropriately protect the interests of minority
shareholders, these transactions are deliberated and the results of deliberations are reported or recommended to
the Board of Directors. There were no applicable transactions, etc. in the fiscal year 2023.
Supplementary Principle 2.4.1 Ensuring Diversity, Including Active Participation of Women(1) Stance on ensuring diversity
The Organo Group prescribes “ensuring a comfortable workplace where all employees can realize their fullpotential” in the “Organo Group Company Code of Conduct” of the Group and declares that it shall respect thehuman rights, diversity and individuality of each individual, and will not discriminate based on nationality,
gender, creed, physical condition, or social status. Moreover, based on the Organo Group’s stance on ensuring
diversity, that is, only through a mixing of diverse ideas can it realize innovations to improve the Company’s
corporate value, we are working on various measures including promoting the participation of women,
employing people with disabilities, utilizing global human resources, employing senior citizens, providing
childcare support, and promoting workstyle reform.
(2) Voluntary and measurable goals for ensuring diversity and their status
As of the end of March 2024, the number of women in managerial positions in the Company and its domestic
consolidated subsidiaries was 25 (the ratio of women in managerial positions was 4.2%), and the Company-2-

aims to increase the number to 50 by 2030. In addition, in accordance with the Act on Promotion of Female
Participation and Career Advancement in the Workplace, the Company satisfies certain criteria regarding items
such as the ratio of women hired and the continued employment ratio, and has been continuously granted the“Eruboshi (Three-star Rating)” certification since 2017.
As of the end of March 2024, the number of foreign national employees in managerial positions in the
Company and its domestic consolidated subsidiaries was one. The Organo Group has a certain number offoreign national employees and plans to appoint them to managerial positions based on its stance of appointing
employees to managerial positions based on their ability in a fair and impartial manner, regardless ofnationality. In addition, from the viewpoint of utilizing human resources on a global scale, the Company will
promote the appointment of foreign national employees to managerial positions at the Company but also theentire Group promotes initiatives such as the appointment of locally hired personnel to senior management
positions at overseas subsidiaries.
The Company recruits a certain number of midcareer hires needed by the Company every year regardless ofmanagerial or non-managerial positions, and will continue to recruit midcareer hires. The number of midcareerhires by the Company and its domestic consolidated subsidiaries in the fiscal year 2023 was 77.
(3) Human resource development policy and internal environment development policy to ensure diversity, andstatus of their implementation
In order to support autonomous growth of its employees, each of whom is unique in terms of personality andexperience, the Company is developing a skills map in order to visualize their skills. In addition to theconventional rank-specific training for career advancement, the training system includes elective training
programs in which employees autonomously select skills reinforcement themes that have been identified
through skills visualization. In recent years, there has been an urgent need to equip employees engaged in
global management with suitable skills and to prepare for digital transformation (DX) by giving employees
digital skills, and the Company is developing and strengthening training programs to develop global humanresources and digital human resources. In addition, the Company offers a variety of educational opportunities tosupport employees’ self-development, such as a qualification acquisition support system, online foreign
language training, and a correspondence course system which is named Organo University. As part of these
efforts, the Organo Group is also promoting initiatives aimed at diversity and inclusion, such as exchange ofhuman resources between overseas subsidiaries and the head office.
Given that its workforce consists of a diverse range of employees possessing a variety of personalities andbackgrounds, the Company aims to develop an environment where all employees are able to fulfill theirpotential and realize growth.
The Company is implementing initiatives such as assigning female employees to the departments in charge of
construction management, which previously were staffed mainly by male employees, enriching Japanese
language education for foreign national employees, giving consideration to the company cafeteria, andestablishing a prayer room.
Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
The Company adopts a contract-type defined benefit corporate pension fund and entrusts the administration andmanagement of pension assets to asset management institutions that have expressed acceptance of the
Stewardship Code. The Company strives to ensure safety and efficiency of pension asset management throughactivities such as periodically checking performance results and economic indicators and considering therevision to the fund management policy in a meeting body consisting of members with appropriatequalifications including General Managers of Human Resources Dept. and Accounting Dept.
In addition, the pension asset is managed in the joint account of multiple asset management institutions thathave expressed acceptance of the Stewardship Code, and the exercising of voting rights, etc. cannot be orderedthrough the pension asset. Therefore, the Company considers the conflict of interest between the Company andthe beneficiaries as appropriately managed.
Principle 3.1 Full Disclosure(1) Management philosophy, management strategy, management plan, etc.
The Organo Group prescribes its corporate philosophy, the “Management Philosophy” that expresses theCompany’s reason for existence and the “Long-term Management Vision” with an eye toward the direction ofmanagement in the next ten years and makes them available on its website.
(https://www.organo.co.jp/english/company/philosophy/)-3-

The Organo Group has also formulated its three-year Medium-term Management Plan every year on a rollingbasis based on its Long-term Management Plan “ORGANO 2030.”(The Organo Group adopts a rolling method of updating the plan every year without fixing the ending fiscal
year to continue its business management with an eye toward the next three years at all times.)
The overview is provided in its financial results presentation materials and shareholder newsletters. Suchmaterials are available on the Company’s website.
(https://www.organo.co.jp/english/ir/library/)
Under “ORGANO 2030,” the Organo Group aims to build a profit structure that will enable it to consistently
post net sales of ¥200 billion or more, an operating profit ratio of at least 15%, and return on equity (ROE) of atleast 12% by the fiscal year 2030. For further long-term growth, the Organo Group will strengthen businessdevelopment in new fields and regions, including through an inorganic growth strategy, such as M&As.
Specifically, as well as strengthening the global strategy, such as for business expansion in North America, theOrgano Group will expand service solutions, such as sophisticated separation and refinement and water
recovery, which will contribute to energy saving, decarbonization, and other sustainability issues.
Furthermore, in order to evaluate the status of progress in sustainably enhancing corporate value and improving
profitability, the Organo Group positions ROE and operating profit ratio as key indicators.
(2) Basic views and basic policy on corporate governance
The Company’s basic views and basic policy on corporate governance are provided in the “Corporate
Governance Guidelines” available on the Company’s website.
(https://www.organo.co.jp/english/company/governance/guidance/)(3) Policies and procedures in determining remuneration to Directors and Audit and Supervisory Board
Membersa. Directors
The following is a summary of the Company’s “Policy for determining remuneration, etc. to Directors”(revised April 1, 2024) resolved at the Board of Directors meeting held on March 27, 2024. This policy is
resolved by the Board of Directors after obtaining opinions based on review by the Nomination andRemuneration Advisory Committee, of which the majority are Independent Outside Directors. The Board of
Directors has confirmed that the method of determining the details of remuneration, etc. and the content of
remuneration, etc. determined for each individual Director for the fiscal year under review are consistent
with the relevant decision policy and that the opinions of the Nomination and Remuneration Advisory
Committee have been respected. The Board of Directors has determined that the content of remuneration,etc. is in line with the relevant decision policy.
i. Basic policy
The remuneration system for Executive Directors, in addition to the fixed remuneration (cash),encourages business execution in line with management policies and management targets and establishes
a remuneration framework and remuneration standards which provide strong incentive for theachievement of short-term and mid- to long-term management targets in order to achieve sustainablegrowth and improve the corporate value of the Group. The remuneration system for Non-Executive
Directors, including Outside Directors, shall be fixed remuneration (cash) only, for the purpose ofeffectively functioning their supervisory and monitoring functions.
ii. Remuneration framework
1) Executive Directors
Remuneration to Executive Directors consists of fixed remuneration and performance-linked
remuneration, and performance-linked remuneration consists of short-term performance-linked
remuneration (cash) and medium- to long-term performance-linked remuneration (shares). The
remuneration level is designed to be appropriate for each position by comparing and verifying it with
objective data such as remuneration levels from external remuneration consultants and remuneration
survey data from external research organizations.
A) Fixed remuneration
The total amount of remuneration based on the remuneration table set for each position shall be
paid in equal monthly installments from July to June of the following year.
B) Performance-linked remuneration
The ratio of the total amount of performance-linked remuneration is designed to beapproximately 50% to 60% when the performance evaluation index is the standard value set by
the Board of Directors, and this ratio is higher for Directors of higher ranks. In addition, the ratio-4-

of short-term performance-linked remuneration (cash) to medium- to long-term performancelinked remuneration (shares) shall be designed to be approximately 6:4 in the case theperformance evaluation index is at the standard value set by the Board of Directors.
 Short-term performance-linked remuneration (cash)
The short-term performance-linked remuneration shall be monetary remuneration. From theperspective of clarifying the relationship between business performance and remuneration,
the Company shall use the consolidated operating profit, which is an important management
index of the Group, as the performance evaluation index, and shall pay the total amountcalculated by the remuneration table for each position according to the consolidated
operating profit of the previous fiscal year in equal monthly installments from July to Juneof the following year. The amount paid varies in the range of 0-130% depending on theamount of consolidated operating profit.
 Medium-to long-term performance-linked remuneration (shares)
The medium-to long-term performance-linked remuneration is a stock-based remuneration
plan using a trust. From the perspective of improving corporate values over the medium tolong term and aligning the interests with those of shareholders, the Company shall use theconsolidated return on equity (ROE), which is an important management indicator of theGroup and indicates capital efficiency, as the performance evaluation indicator, and shalldeliver shares of the Company calculated based on the performance-linked coefficient
determined in accordance with the consolidated return on equity for the previous fiscal year
and the basic amount for each position. The amount equivalent to the payment varies in therange of 0 to 200% depending on the consolidated return on equity. In addition, theCompany has established a three-year transfer restriction period from the time of delivery of
the shares to be delivered.
2) Non-Executive Director
The remuneration for Non-Executive Directors consists of a fixed remuneration only, and the total
remuneration based on their position is paid in equal monthly installments from July to June of thefollowing year. The remuneration level is designed to be appropriate for each position by comparing
and verifying it with objective data such as remuneration levels from external remuneration
consultants and remuneration survey data from external research organizations, and by taking into
consideration the appointment of each Director as a member of important committees and the natureof their duties.
iii. Process of determining remuneration
The Company has established the Nomination and Remuneration Advisory Committee as a non-statutory
advisory body to the Board of Directors in order to ensure objectivity and transparency in the process ofdetermining remuneration, etc. and provide an appropriate amount of remuneration. The amount of
remuneration to the Company’s Directors and the method of calculating such amount shall be
determined by resolution of the Board of Directors based on the opinion of the Nomination andRemuneration Advisory Committee and within the scope of the remuneration limit determined byresolution of the General Meeting of Shareholders.
The Nomination and Remuneration Advisory Committee shall review matters such as the total amount of
remuneration for Directors, confirmation of the amount of remuneration for individual Directors, and thepolicy of remuneration, etc. for Directors, and report to the Board of Directors. Among the
remunerations for Directors, the amount of remuneration and the number of shares to be paid for
performance-linked remuneration shall be determined in unison in accordance with a predetermined
method.
b. Audit and Supervisory Board Members
Remuneration to Audit and Supervisory Board Members is a fixed amount according to their respective
positions in the Company. The amount of remuneration is determined through discussion by the Audit andSupervisory Board Members within the scope of the remuneration limit determined by resolution of theGeneral Meeting of Shareholders.
(4) Policies and procedures in nominating the candidates for Directors and Audit and Supervisory Board
Members and the dismissal of senior management
The Board of Directors determines the candidates for Directors through the consideration and opinions of theNomination and Remuneration Advisory Committee based on the evaluation of the qualifications required for
Directors such as personality, insight, ability, experience, ethical viewpoint, etc., in addition to performance and-5-other factors. The candidates for Independent Outside Directors shall satisfy the independence criteria foroutside officers prescribed by the Company.
In the selection of the candidates for Audit and Supervisory Board Members, the Director and President
prepares a personnel proposal based on the evaluation of the qualifications, etc. required for Audit andSupervisory Board Members, such as personality, insight, ability, experience, ethical viewpoint, etc. and thenthe Board of Directors determines those candidates after obtaining the consent of the Audit and Supervisory
Board.
If a Director falls under the criteria for considering dismissal prescribed by the Company, such as acontinuation of poor business performance in a certain period or an occurrence of a significant scandal, theCompany considers as to whether or not it is necessary to dismiss the Director. Specifically, the Company
discusses with the parent company, and if the dismissal is deemed relevant in consideration of external
environmental factors, etc., the Board of Directors determines that it dismisses the person from Representative
Director, Director with titles and other positions and does not nominate the person as a reelection candidate for
Director.
(5) Explanations on individual selections and nominations in nominating the candidates for Directors and Audit
and Supervisory Board Members
The Company describes the explanations on individual selections and nominations in nominating thecandidates for Directors and Audit and Supervisory Board in the notice of the General Meeting of Shareholders,
Registration Statement of Independent Officers, as well as [Directors] and [Audit and Supervisory Board
Members] of this report. The notice of the General Meeting of Shareholders is announced on the Company’s
website.
(https://www.organo.co.jp/english/ir/general-meeting-of-shareholders/)
Supplementary Principle 3.1.3 Initiatives on Sustainability and Investments in Human Capital andIntellectual Properties, Etc.
(1) Initiatives of the Company on sustainability
In order to enhance the sustainability of the Organo Group’s business activities and contribute to the realizationof a sustainable society and global environment, the Organo Group has integrated its Medium-termManagement Plan and Long-term Management Plan with the sustainability policy and promotes managementthat links its business activities with ESG initiatives.
By solidifying the foundation of its business through thorough compliance and strengthened governance and bycontinuously developing its optimization technologies cultivated in water treatment, the Group will provide
products and services that contribute to customers’ sustainability, water environment conservation, andmitigation of global warming.
The sustainability policy, sustainability promotion structure, materiality, and other information are disclosed on
the Company’s website.
(https://www.organo.co.jp/english/company/sustainability/concept/)(2) Response to climate change (disclosure in accordance with TCFD recommendations and other frameworks)
1) Governancea. Sustainability Committee
The Company has established the Sustainability Committee, chaired by the Representative Director andPresident, as the executive body for the Organo Group’s sustainability management. The Committee
formulates basic policies, plans, and targets related to sustainability, including climate-related action
policies, and monitors the implementation status and progress of measures.
In the fiscal year 2023, the Committee met five times and deliberated on materiality, KPIs, reduction
targets, etc., and confirmed the implementation status and progress of measures and the results of KPIs.
Important basic policies, plans, targets, etc. deliberated by the Committee are submitted to the Board of
Directors for final decision, and the results and progress of important measures and KPIs are reported to theBoard of Directors, as appropriate. In the fiscal year 2023, one report was made to the Board of Directors.
b. Sustainability Executive Council
The Company has established the Sustainability Executive Council as a subordinate organization of the
Sustainability Committee to promote specific measures based on the basic policies and plans. The
Sustainability Executive Council establishes a working group for each current sustainability issue, appoints
working group members from the relevant divisions and Organo Group companies, and promotes initiatives-6-

to resolve issues. The implementation status and progress of measures implemented by the Sustainability
Executive Council are reported to the Sustainability Committee.
c. Risk Management Committee
Sustainability-related risk management is encompassed by the Organo Group’s overall risk management,
including sustainability.
Serving as the core (hub), the Risk Management Committee analyzes and evaluates risks identified within
the Group, specifies major risks for the Group, and determines the divisions responsible for addressing
them. Such divisions are responsible for leading the countermeasures to the major risks specified.
2) Strategy
The Organo Group conducted scenario analysis based on the 1.5°C scenario (referring to World Energy
Outlook (WEO) 2023 Net Zero Emissions by 2050 (NZE) Scenario, the International Energy Agency (IEA),etc.), regarding which transitional risks and opportunities are more likely to materialize, and the 4°C
scenario (referring to RCP8.5, the Intergovernmental Panel on Climate Change (IPCC), etc.), regarding
which physical risks and opportunities are more likely to materialize. For the two scenarios, the Groupextracted risks and opportunities and evaluated them in terms of the “degree of impact,” “likelihood ofmaterialization,” “timeframe of impact,” etc., and identified material risks and opportunities. In the fiscal
year 2023, the first year in which the Group conducted scenario analysis, analysis covered the water
treatment engineering business and the performance products business (excluding the food products
business), which are the Group’s main businesses in Japan.
3) Risk management
Under the supervision of the Sustainability Committee, a climate-related scenario analysis working group
established by the Sustainability Executive Council conducted scenario analysis to examine risks andopportunities for future business brought about by climate change. Furthermore, the Sustainability
Committee analyzed and evaluated the risks and opportunities examined by the working group from theperspective of degree of impact, likelihood of materialization, and timeframe of impact, etc., and specified
major risks and opportunities.
Risk management, including sustainability, at the Organo Group is promoted by the Risk Management
Committee as the core (hub), in cooperation with the Sustainability Committee. The Risk Management
Committee takes the initiative in managing short- to medium-term major risks, while the Sustainability
Committee continues to take the initiative in managing long-term major risks (covering up to 2050).
The direction of responses to the identified medium- to long-term climate-related major risks is determinedby the Long-term Management Plan Promotion Meeting and is reflected in the medium-term management
plan and single-year profit plan, and these plans are deliberated by the Management Meeting and decided by
the Board of Directors. The Sustainability Executive Council reports to the Sustainability Committee on theimplementation status and progress of responses to climate-related medium- and long-term risks, and theSustainability Committee reports to the Board of Directors, as appropriate.
In the event that large expenditures are to be made or assets are to be acquired or disposed of in response tothese risks and opportunities, the matter is brought to the Management Meeting and the Board of Directors
for deliberation, depending on the nature and the amount.
4) Metrics and targets
The Organo Group recognizes that climate change is a serious issue that must be addressed on a global scale,and has set the greenhouse gas (GHG) emissions reduction targets as described below and is working to
reduce GHG emissions in order to realize a sustainable society. Moreover, from the fiscal year 2023, theGroup increased its overall Scope 1 and 2 GHG emissions reduction target by 2030 from 37.8% to 42%, andhas set a new target (carbon neutrality) for the fiscal year 2050.
Scope 1 and 2 emissions in the fiscal year 2023 decreased by 35% compared with the fiscal year 2021 levels.
The decrease was mainly due to the introduction of electricity derived from renewable energy sources at the
R&D Center. Scope 3 emissions in the fiscal year 2023 increased by 47% compared with the fiscal year
2021 levels. The main reason for this increase was strong business performance, which also resulted inhigher GHG emissions. The Group will continue to implement a series of initiatives to reduce emissions.
As well as promoting emissions reduction initiatives through the introduction of renewable energy at sites of
the Organo Group, the Group evaluates the status of achievement.
The Group’s responses to climate change are disclosed on the Company’s website (in Japanese).
(https://www.organo.co.jp/sustainability/environment/warming/)(3) Investments in human capital and intellectual properties, etc.
Toward the achievement of its Long-term Management Plan “ORGANO 2030,” the Company is strengthening
investments in human capital based on the three pillars of “workstyle reform,” “developing human resources,”-7-and “ensuring diversity.” Specifically, the Company will further enhance its investment in human capital byintroducing a system to support employee reskilling, a super flextime system to support flexible work styles,
and a skill map to quantitatively identify the match with the human resource requirements, and providing rolemodels for foreign national employees.
In addition, the Company will continue to strengthen procurement functions and develop human resources
capable of playing an active role in global operations through cross-group activities led by the Global Sourcing
Office, invest intensively in education related to corporate management and organizational operation for
employees selected from managers to become part of the Company’s management team, and designate thepositions of employees with highly specialized expertise as expert positions. Moreover, the Company will also
continue to provide training for developing cross-cultural understanding and for DX in order to develop
employees who can play an active role in a wide range of fields keeping up with the times, and promotestreamlining operations by shifting to a paperless system, utilizing ICT tools and implementing other measures
as part of the workstyle reform initiative, among others.
As regards investments in intellectual properties, the Company has expanded investment in technology researchwith a target of 2.5% of consolidated net sales, and, aiming to “create new value through linkage of newtechnologies with issues facing the society of tomorrow,” is strengthening development of purification
technology promoted by the semiconductor industry and CO2 emissions reduction and water and resource
recycling technologies that contribute to a sustainable society.
The Company is accelerating development of next-generation ultrapure water systems and the use of digitaltechnology at its new research facilities that began operation in 2022. The Company is committed toaggressively investing in technological research and promoting R&D in line with its technology development
roadmap for focused areas, while also making wider use of open innovation and setting investment stage gatesin new business areas to ensure efficient development.
Supplementary Principle 4.1.1 Scope and Content of Matters Delegated to the Management
In accordance with the provisions of the Board of Directors Regulations and the Detailed Regulations on the
Operations of the Board of Directors, the Board of Directors makes decisions on important business executions
including the formulation of the Medium-term Management Plan and the profit planning of a single fiscal year,
investments over a certain amount and other matters. With regard to decisions on business executions forbusiness executions other than matters that the Board of Directors shall determine, the Company prescribes thescope and content of matters delegated to the Management Meeting, Director and President, supervising
Directors and others according to the size, characteristics and significance, etc. of each matter in the
Authorization Regulations, the Management Meeting Regulations and the Internal Approval Regulations.
Supplementary Principle 4.1.3 Succession Plan for the CEO and other Top Executives
As part of its succession plan, the Company stipulated in May 2016 the “Qualifications and Competencies
required for the Director and President (revised in February 2021)” and shared it with its parent company Tosoh
Corporation. Moreover, the Company formulated a plan for the development of officers (Executive Officers
and internal Directors) in the fiscal year 2023 with the aim of developing management personnel capable ofachieving transformation by utilizing the qualities, experience, and knowledge appropriate for management inorder to grow the Organo Group, and began implementing the plan in the fiscal year 2024.
Going forward, the Company will promote the development of officers in cooperation with Tosoh Corporation,reflecting the opinions and evaluations of the Nomination and Remuneration Advisory Committee, so thatsuitable candidates for President will be fostered within the Company.
Principle 4.9 Independence Criteria and Qualifications for Independent Outside Directors
An outside officer of the Company shall be deemed as not satisfying the requirements for independence if anyof the following statuses are applicable to him/her.
(1) A person who is currently, or who has been during the past ten years, an executive of the Company or asubsidiary of the Company.
(2) A person who is currently, or who has been during the past ten years, a non-executive director or an
accounting advisor of the Company or a subsidiary of the Company (applicable only in the case of outside
audit and supervisory board members).
(3) A person who is currently, or who has been during the past ten years, an executive or a non-executive
director of the Company’s parent company.

-8-(4) A person who is currently, or who has been during the past ten years, an audit and supervisory board
member of the Company’s parent company (applicable only in the case of outside audit and supervisoryboard members).
(5) A person who is currently, or who has been during the past ten years, an executive at a sister company of
the Company.
(6) A person who is currently, or who has been during the past one year, either a person who has the Company
as a major business partner, or an executive of such an entity.
(7) A person who is currently, or who has been during the past one year, either a person who is a major
business partner of the Company or an executive of such an entity.
(8) A person who is currently, or who has been during the past one year receiving a large amount of money orother assets from the Company other than remuneration for directors (and other officers) either as aconsultant, an accounting professional, or a legal professional.
(9) A person who is currently a major shareholder of the Company (or an executive of the said major
shareholder if the shareholder is a corporation).
(10) A person who is currently an executive at an entity under circumstances where outside officers aremutually appointed between said entity and the Company.
(11) A person who is currently an executive at an entity that is receiving significant amount of donations fromthe Company.
(12) A person whose spouse or relative within second degree of kinship falls under any of (1) through (8)above (limited to material persons).
Supplementary Principle 4.10.1 Nomination and Remuneration Advisory Committee
The Company has established the Nomination and Remuneration Advisory Committee as a non-statutory
advisory body to the Board of Directors for the nomination, remuneration, and other related matters of the
Directors.
Basic principles of the independent nature of the member of the committee, as well as the authority and role ofthe committee are stipulated in “Supplementary explanation” in the section [Directors] of “II 1. Organizational
Composition and Operation.”
Supplementary Principle 4.11.1 Views on the Appropriate Balance Between Knowledge, Experience andAbilities, Diversity and Size of the Board of Directors as a Whole
The number of the Company’s Board of Directors shall be between three and ten, and in principle, one-third or
more of its members shall be Independent Outside Directors.
In addition, the Company believes that ensuring the diversity of the Board of Directors is useful for its
deliberation to be made in a multifaceted and effective manner, and shall select in a balanced way persons withdiverse knowledge, experience and ability regardless of age, gender, region or race.
The Board of Directors of the Company currently consists of nine Directors including five Independent Outside
Directors, and each Director has knowledge, experience and ability in the fields of management in general,business administration, sales, research and development, technology and industrial policy, etc., respectively.
Therefore, the Company considers the Board of Directors to be well-balanced and well-diversified and of an
appropriate size. In addition, Independent Outside Directors include those who have management experience inother companies, etc. This time, the Company has identified the following combination of skills necessary forachieving the medium- to long-term management plan: corporate management/management strategy;
finance/accounting, legal affairs/risk management; global; sales/marketing; technology; human resource
strategy; and sustainability. The Company believes that it should maintain the overall balance and diversity of
the Board of Directors to make the Board of Directors effective by selecting in a balanced manner Directors
who have these skills. Information about the combination of the skills possessed by each Director (a so-calledskill matrix) has been included in the notice of the General Meeting of Shareholders for the Ordinary General
Meeting of Shareholders held in June 2024. The notice of the General Meeting of Shareholders is announced on
the Company’s website.
(https://www.organo.co.jp/english/ir/general-meeting-of-shareholders/)
Supplementary Principle 4.11.2 Status of Concurrent Positions of Directors
In principle, outside officers of the Company shall not concurrently serve as director or audit and supervisoryboard member of more than three listed companies excluding the Company.
The status of concurrent officer positions of Directors and Audit and Supervisory Board Members in otherlisted companies are described in the notice of the General Meeting of Shareholders, annual securities reports,-9-

as well as [Directors] and [Audit and Supervisory Board Members] of “II 1. Organizational Composition andOperation” in this report. The notice of the General Meeting of Shareholders is announced on the Company’s
website.
(https://www.organo.co.jp/english/ir/general-meeting-of-shareholders/)
Outside officers of the Company currently do not serve as directors or audit and supervisory board members ofmore than three listed companies excluding the Company.
Supplementary Principle 4.11.3 Analysis and Assessment of Overall Effectiveness of the Board of
Directors
Every year, in order to continue to improve the effectiveness of the Board of Directors, the Board of Directors
performs an analysis/assessment on the overall effectiveness of the Board of Directors, and releases a summaryof the results.
The overview of the analysis/assessment performed on the overall effectiveness of the Board of Directors
conducted in the fiscal year 2024 is as follows:(1) Analysis/assessment method relating to the overall effectiveness of the Board of Directors
A survey was conducted according to the following outline. In reference to the results, the Board of
Directors performed analysis/assessment in regard to the overall effectiveness of the Board of Directors andfuture initiatives were discussed.
 Scope: a total of 12 people including all Directors of the Company (nine) and all Audit and Supervisory
Board Members of the Company (three) Period: fiscal year 2023 (April 2023 to March 2024)
 Implementation timing: March 2024 to May 2024
 Implementation method: A survey by a third-party organization
 Questions (major items): “Composition and functions of the Board of Directors,” “Operation of theBoard of Directors,” “Discussions at meetings of the Board of Directors,” “Performance of and support
systems for Directors and Audit and Supervisory Board Members,” “Dialogue with shareholders(investors),” etc.
(2) Overview of the analysis/assessment relating to the overall effectiveness of the Board of Directors
As in the previous fiscal year, a questionnaire survey by a third party was conducted to confirm changes
from the previous fiscal year in addition to assessing the effectiveness of the Board of Directors in the fiscal
year 2024.
The results were positive and showed that the overall effectiveness of the Company’s Board of Directors
was generally comparable to that in the previous fiscal year, and was equal to or better than the average ofother companies. In particular, “Composition and functions of the Board of Directors” received highratings. The reason for this was analyzed to be that independent Outside Directors (including one female
Director) were appointed to be the majority of the Board of Directors. After the Ordinary General Meetingof Shareholders held in June 2024, the number of female Outside Directors increased to two.
Furthermore, regarding the items identified as issues based on the previous fiscal year’s results, the resultsof the fiscal year 2024 assessment were either unchanged or showed slight improvement, confirming thatthe initiatives were effective even if moderately.
Based on these results, the Company has identified the following three issues to be addressed in the future
in order to enhance the effectiveness of the Board of Directors.
(3) Issues to be addressed and initiatives in the fiscal year 2024
Based on the analysis and results mentioned in (2) above, the following initiatives will be implemented in
the fiscal year 2024 in order to achieve further improvement of the effectiveness of the Board of Directors.
1) Toward realization of management conscious of cost of capital and stock prices
Training programs for which lecturers are invited from outside the Organo Group will cover issues
specific to the Company to enhance the consciousness and expertise of the members of the Board of
Directors and General Managers of related divisions concerning management with an awareness of thecost of capital, as well as practical discussions on the issues affecting the Company.
Based on these initiatives, sharing of information with the Board of Directors will be promoted
concerning appropriate dialogue with the market (investors) and reflection of the results of such dialogue
in the medium- and long-term management plans.
2) Enhancement of effectiveness of deliberations by providing explanation in advance- 10 -

Of the matters to be discussed at the Board of Directors meetings, concerning particularly importantmatters, information will be shared with Outside Directors and Audit and Supervisory Board Members inadvance and explanation will be provided to them as necessary, in order to clarify issues and enhance
discussions at the Board of Directors meetings. For example, Outside Directors and Audit andSupervisory Board Members are encouraged to participate in the Management Meeting and Risk
Management Committee, which are bodies that deliberate on important matters.
3) Discussions on “value creation and provision through utilization of digital technology and data” and“investment in human capital and alignment with management strategy”
The Company recognizes that these themes have become issues of growing importance to the Company
in recent years. Therefore, the Company reports the details of its initiatives and progress to the Board of
Directors for sharing and discussion.
(4) Response to the issues identified in the fiscal year 2023 assessment
The status of the initiatives in the previous fiscal year to address the issues identified in the assessment in
the fiscal year 2023 is as described below.
 Discussions on the eligibility of candidates for Director and President and the policy on theirdevelopment
The Company has formulated an officer development plan with the aim of developing management
personnel capable of achieving transformation by utilizing the qualities, experience, and knowledge
appropriate for management in order to grow the Organo Group. Going forward, the Company will
strengthen development of officers in accordance with the plan.
 Strengthening the risk management system (strengthening Group governance)
The Company strove to raise the level of awareness of employees on sites by establishing theCompliance Office, sending out messages from top management, and conducting other awarenessraising activities. Moreover, the Company has been promoting establishment of a system to strengthen
the governance of the entire Organo Group, of which strengthening the Group audit system is one
element, including overseas subsidiaries. Furthermore, in preparation for the establishment of the Risk
Management Committee, the Board of Directors had discussions on enhancement of the effectivenessof risk management, including risk assessment. Going forward, the Board of Directors will continue tomonitor the effectiveness of these measures.
 Enhancing discussion of issues to be addressed, such as management plans with an awareness of
profitability and capital efficiency, etc., and investments in human capital
These issues have been discussed primarily by the executive side of management as themes related to
the Company’s Long-term Management Plan and Medium-term Management Plan. The contents ofthese discussions and the future direction have been reported to the Board of Directors as appropriate,
and actions have been taken in response to the comments of the Board of Directors.
Supplementary Principle 4.14.2 Policy on Training for Directors and Audit and Supervisory Board
Members
In order for Directors and Audit and Supervisory Board Members (including outside officers) to acquire
knowledge necessary for appropriately fulfilling their roles and duties, the Company offers or arranges training
opportunities based on the following policies at the expense of the Company.
(1) If Directors or Audit and Supervisory Board Members newly assume office, the Company implements or
arranges training relating to their duties and responsibilities as officers, and provides opportunities to obtain
explanations regarding the Company’s management plan, business overview, internal rules and otherregulations.
(2) After those persons assume office as Directors or Audit and Supervisory Board Members, the Company
continues to implement training relating to laws and regulations, management, compliance, etc. by external
lecturers and the Company’s departments in charge, and also arranges for external organizations to provide
trainings. In addition, the Company explains its businesses as necessary and offers opportunities such as
office inspections so that those persons can deepen their understanding regarding the Company’sbusinesses.
(3) The Company implements or arranges training relating to the duties and responsibilities as officers for
Executive Officers who are to be candidates for future Directors.
In addition, the Board of Directors and the Audit and Supervisory Board check the implementation status oftraining every year.

- 11 -

Principle 5.1 Policy Relating to Constructive Dialogue With Shareholders
The Company’s policies relating to the system establishment, initiatives and other matters for promoting
constructive dialogue with shareholders, etc. of the Company are as follows:(1) The Director supervising the Corporate Strategy and Planning Dept. manages the overall dialogue withshareholders, etc., and promotes constructive dialogue with shareholders, etc.
(2) The responsible person of Corporate Strategy and Planning Dept. serves as a contact point for dialogue
with shareholders, etc., and in accordance with the purpose and contents of meetings, the Director andPresident, other Directors including outside Directors, Audit and Supervisory Board Members or General
Manager of Corporate Strategy and Planning Dept. etc., respond under the reasonable scope.
(3) The Corporate Strategy and Planning Dept. plays a key role in the dialogue with shareholders, etc.,
exchanging information with the Accounting Dept., the Legal Dept. and other relevant
departments/divisions on a daily basis, and strives to provide accurate and fair information.
(4) In addition to individual meetings and telephone conferences with shareholders, etc., the Company holds afinancial results presentation for investors half yearly, utilizes investor conferences hosted by securities
companies and enhances information disclosures through its website, the notice of the General Meeting of
Shareholders, shareholder letters, financial results presentation materials and other media.
(5) The Company reports to the Board of Directors material matters from among the evaluation/comments
obtained through investor briefing sessions and the opinions obtained through the dialogue withshareholders.
(6) In accordance with the Insider Transaction Prevention Regulations and the Disclosure Policy, the Company
ensures information protection and management and makes efforts for fair disclosure.
(7) The Company identifies beneficial shareholders as necessary in order to ensure effective dialogue withshareholders, etc.
Action to Implement Management that is Conscious of Cost of Capital and Stock Price [Disclosure in
English is available.]
The Company recognizes that promoting management that is conscious of cost of capital and stock price isimportant for achieving sustainable growth and enhancing corporate value over the medium to long term. The
Board of Directors analyzes the current status of cost of capital, return on capital, and market evaluation, suchas stock price levels. The Company also actively engages in dialogue with investors through disclosure of thecost of equity in financial results presentation materials for institutional investors, etc. Based on past trends, theCompany estimates its cost of equity to be around 7% to 9%. ROE for the fiscal year ended March 31, 2024,
was 18.4%, and PBR (price to book value ratio) was well above 1x.
Under the Long-term Management Plan “ORGANO 2030,” achievement of ROE exceeding the cost of equity
is the target. In order to achieve stable return on capital and a favorable market evaluation, the Company aims
to balance and expand investment in growth and shareholder returns by strengthening the business foundation,
expanding research and development, cultivating new businesses and exploration of new business opportunities
and their subsequent promotion.
Status of Dialogue with Shareholders, Etc.
The status of dialogue with shareholders and others in the fiscal year 2023 is as follows:
1) Main respondents
The Representative Director and President is the main speaker at financial results presentations, small
meetings, company briefings for individual investors, etc., and day-to-day dialogue is conducted by the
person in charge of the Investor Relations Office of the Corporate Strategy and Planning Dept. inaccordance with the policy regarding constructive dialogue with the above shareholders and others.
2) Overview of investors with whom dialogue was held
Dialogues were held with analysts of domestic securities companies as well as analysts and fund managers
on the institutional investor side, both domestic and overseas.
3) Main themes of dialogue and shareholder interests
 Business performance (actual and forecast) How does the Company perceive the market environment?
 Shareholder returns and investment for growth Strengths compared to competitors
 For situations of the parent-subsidiary listings (background, synergies, governance)- 12 -

4) Status of feedback of shareholder and other opinions, etc. to management and the Board of Directors
They are reported quarterly at the Board of Directors meeting.

2. Capital Structure
Ratio of shareholding by foreign investors

From 20% to less than 30%[Status of Major Shareholders] [Update]
Name

Number of shares held
(shares)

Holding ratio (%)

Tosoh Corporation

20,379,900

44.28

The Master Trust Bank of Japan, Ltd. (Trustaccount)

3,528,500

7.67

Custody Bank of Japan, Ltd. (Trust account)

1,760,440

3.83

KBC BANK NV-UCITS CLIENTS NON
TREATY843,100

1.83

DZ PRIVATBANK S.A. RE
INVESTMENTFONDS

646,557

1.40

The Nomura Trust and Banking Co., Ltd.
(Investment trust account)

614,200

1.33

STATE STREET BANK AND TRUSTCOMPANY 505223

515,991

1.12

Mizuho Bank, Ltd.

464,368

1.01

STATE STREET BANK WEST CLIENTTREATY 505234

398,600

0.87

JP MORGAN CHASE BANK 385781

361,444

0.79

Controlling shareholder (excluding the parent
company)―――

Parent company

Tosoh Corporation (Listing: Tokyo) (Code) 4042

Supplementary explanation―――

3. Corporate Attributes
Listed stock market and market section

Prime Market of the Tokyo Stock Exchange

Fiscal year-end

MarchType of business

Machinery

Number of employees (consolidated) at theend of the preceding fiscal year

1,000 or more

Net sales (consolidated) during the preceding
fiscal year

From ¥100 billion to less than ¥1 trillion

Number of consolidated subsidiaries at the endof the preceding fiscal year

From 10 to less than 50- 13 -

4. Policy for Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder [Update]With regard to the policy for measures to protect minority shareholders in conducting transactions with theparent company group, the Company shall make reasonable decisions referring to contract terms and market
prices, in a similar manner as with transactions with other companies that do not have a capital relationshipwith the Company.
Moreover, the Company established the Special Committee, which monitors and supervises issues regarding
conflicts of interest between the parent company group and minority shareholders in important transactions,etc. with the parent company group.
The details of the activities of the Special Committee are described in “5. Special Circumstances Which May
Have Material Impact on Corporate Governance” below.

5. Special Circumstances Which May Have Material Impact on Corporate Governance [Update][The parent company’s approach to and policy on Group management]
The Company’s parent company Tosoh Corporation’s approach to and policy on Group management aredescribed below.
(1) Approach to and policy on Group management
In the course of advocating its dual management strategy for the parent company group, the parent company isworking to develop and reinforce value-added business groups that compensate for the earnings fluctuation riskof its commodity businesses and is striving to stabilize and expand earnings and ultimately to enhance
corporate value.
(2) Significance of having a listed subsidiary
The Company has established a strong position with the Water Treatment Engineering Business Unit, inparticular, in the supply of ultrapure water production systems for the electronics industry, which is a growthfield. Because of its profitability and high growth potential, the parent company positions the Company’sbusiness as an important constituent of the business portfolio that underpins the dual management of the parent
company group.
On the other hand, the parent company believes that it is desirable to maintain the Company’s listing from theperspective of the uniqueness of the Company’s business domain and corporate culture, as well as from theperspectives of maintaining and improving brand recognition and recruiting highly specialized and talented
human resources. The parent company also believes that, for the Company, as a listed company, pursuingautonomous management while dealing with diverse stakeholders will contribute to the growth of theCompany’s business, which in turn will enhance the corporate value of the entire Group.
(3) Current status and future outlook of segregation of business domains within the parent company group
The Company’s business has virtually no overlap with products and services of the parent company group, andthere is no competition for business opportunities within the Group.
Moreover, the parent company and the Company do not have any agreements or group fund management
systems that restrict management.
[Approach to, measures, etc. on securing independence from the parent company necessary from the viewpointof protecting minority shareholders](1) Involvement of the parent company in the decision-making process and details thereof
While the parent company and the Company’s management teams regularly have opportunities to share
management policies, issues, etc., the parent company does not require the Company to obtain its priorapproval with respect to the Company’s business activities. Thus, a system is secured in which the uniquenessof the Company is respected and the Company can operate business independently.
(2) Overview of the Special Committee, which was established to ensure independence from the parent
company- 14 -

1) The Company has established the Special Committee as a non-statutory advisory body to the Board of
Directors to monitor and supervise issues regarding conflicts of interest between the parent company group andgeneral shareholders for the purpose of ensuring that transactions with the parent company group are conducted
fairly and that the interests of general shareholders are adequately protected. The Special Committee consists
solely of Outside Directors to ensure independence.
2) The Organo Group’s Special Committee consists solely of independent Outside Directors to ensure
independence. As a standing committee, it meets at least once a year regardless of whether or not there are
any material transactions during the term.
3) The Special Committee deliberates on the following matters and makes recommendations or reports to theBoard of Directors.
• Material transactions with the parent company group (transactions that are within the scope of matters to beresolved by the Board of Directors)• Matters that the Special Committee determines raise concerns about material conflicts of interest between
the parent company group and general shareholders• Confirmation of annual transactions (excluding immaterial transactions) with the parent company group
4) The Special Committee met once in the fiscal year 2023 and confirmed that no transactions with the parent
company group constituted material transactions in the fiscal year 2022, that no concerns regarding conflictsof interest between the parent company group and general shareholders existed, and that the ordinarytransactions conducted were appropriate.
(3) Method of activities and role of the nominating committee to ensure independence of independent officers
from the parent company
At the Company, matters related to the nomination of officers, including the selection and dismissal of officers,
are deliberated by the Nomination and Remuneration Advisory Committee, a non-statutory advisory body to
the Board of Directors, and then decided by the Board of Directors. The Nomination and Remuneration
Advisory Committee consists of a majority of independent Outside Directors and is chaired by an independent
Outside Director. Thus, the Company believes that it has secured independence from the parent company in theselection of officers.
Details of the activities of the Nomination and Remuneration Advisory Committee are described in“Supplementary explanation” in the section [Directors] of “II 1. Organizational Composition and Operation.”(4) Parent company’s approach to and policy on the selection and dismissal of independent officers
The parent company exercises its voting rights for proposals relating to the selection of officers of theCompany, with due respect for the opinions of the Nomination and Remuneration Advisory Committee of theCompany, which has the function of nomination, and in consideration of the qualifications of the candidates forofficers.

- 15 -

II Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Supervision in Management
1. Organizational Composition and Operation
Organization form

Company with Audit and Supervisory Board[Directors]
Maximum number of Directors stipulated in
Articles of Incorporation

10

Term of office stipulated in Articles ofIncorporation

1 yearChairman of the Board of Directors [Update]President

Number of Directors

9

Appointment of Outside Directors

Appointed

Number of Outside Directors [Update]5

Number of independent officers designated fromamong Outside Directors [Update]5

Outside Directors’ relationship with the Company (1) [Update]

Name

Attribute

Relationship with the Company (*)
a

b

c

d

e

f

g

h

Kenji Hirai

Other

△

Morifumi Wada

From another company△

Daisaku Abe

From another company

Nobuko Hanano

LawyerNaomi Kodama

Academic

△

i

j

k

△

* Categories for “Relationship with the Company”* “○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past;* “●” when a close relative of the Director presently falls or has recently fallen under the category; and“▲” when a close relative of the Director fell under the category in the pasta Executive of the Company or its subsidiaryb Non-executive director or executive of the parent company of the Company
c Executive of a fellow subsidiary of the Company
d Party whose major business partner is the Company or an executive thereof
e Major business partner of the Company or an executive thereoff Consultant, accounting professional or legal professional who receives a large amount of money or otherassets from the Company other than remuneration as a Director
g Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
corporation)h Executive of a business partner of the Company (which does not correspond to any of d., e., or f.) (theDirector himself/herself only)
i Executive of a corporation to which outside officers are mutually appointed (the Director himself/herself
only)
j Executive of a corporation that receives a donation from the Company (the Director himself/herself only)
k Other- 16 -

Outside Directors’ relationship with the Company (2) [Update]

Name

Designationas
independent
officer

Supplementary explanation of therelationship
Apr.
1981

Kenji Hirai○

Joined Sagami Chemical
Research Center (currently
Sagami Chemical ResearchInstitute)Reasons for appointment

Kenji Hirai, while making distinguishedachievements in research of cutting-edge functional
substances, high-performance agrochemicals andenvironmental preservation substances, anddevelopment of biotechnology, has demonstrated
Apr.
Senior Research Fellow
his skills in management and operation of an
1990
organization, as Vice Chairman of the Board,
Apr.
Senior Fellow
President of Sagami Chemical Research Institute1998(retired as the President in March 2019). AfterJan.
Vice President
being appointed as an Outside Director of the
2002
Company, he has been giving us useful opinions
and advice on the management of the Company,
Apr.
Vice Chairman of the Board,
especially on research and technological2004 President
development, utilizing his abundant knowledge of
Dec.
Vice Chairman of the Board
various kinds. As a member of the Nomination and2018 (Representative Director),
Remuneration Advisory Committee, he has also
President
been contributing to deliberations on matters
Apr.
Vice Chairman of the Board
related to the selection of candidates for Directors
2019 (Representative Director),and the compensation of Directors. Additionally, as
Research Advisor
a member of the Special Committee, he has been
contributing to the deliberation of matters related toJune
Outside Director of thematerial transactions of the Company’s parent
2019 Company (current position)company group and the Company. After his
June
Research Advisor of Sagami
appointment, he is expected to continue to fulfill
2021 Chemical Research Institutethe above-mentioned roles.
In addition to high ethical standards, and abilities to
Kenji Hirai was in the past the Vice
accurately make decisions and understand issues,
Chairman of the Board (Representative
Director) of Sagami Chemical Research which are essential for a Director, he also possesses
the necessary experience and insight to promote
Institute (retired in June 2021).
sustainable growth and improvement of corporate
The Company and the aforesaid
value of the Group. Therefore, the Company has
institute are implementing joint
judged that he is capable of appropriately
research, etc. The amount ofexpenditure paid by the Company to the performing his duties as an Outside Director.
institute in the fiscal year ended March He also satisfies the requirements for independent
officers prescribed by the securities exchange and31, 2024, is ¥10 million. In addition, thethe criteria for independence of outside officers
Company has made donations to theinstitute. The amount paid in the fiscal prescribed by the Company. Therefore, judging thatyear ended March 31, 2024 is ¥300,000, there is no risk for conflict of interest with ordinary
shareholders of the Company, the Company has
which is insignificant.
designated him as an independent officer.

- 17 -

Name

Designationas
independent
officer

Supplementary explanation of therelationship
Mar.
1978

Morifumi Wada○

Joined EIKEN CHEMICAL
CO., LTD.

Reasons for appointment

Morifumi Wada, while having overseen corporate
management for many years as a Director and CEO
at a listed company in the pharmaceuticals industry,
June
Executive Officer
has a wealth of experience in corporate
2006
management and knowledge of governance. After
Apr.
Vice President and Executive being appointed as an Outside Director of the2011 Officer
Company, he has been giving us useful opinions
June
Director, Vice President andand advice on the management of the Company,
2011 Executive Officer
utilizing his abundant knowledge. As a member of
the Nomination and Remuneration Advisory
June
Director, President and CEO
Committee, he has also been contributing to2014
deliberations on matters related to the selection of
June
Director, Chairman and CEO candidates for Directors and the compensation of2021
Directors. Additionally, as a member of the Special
June
Director, Chairman (current
Committee, he has been contributing to the2022 position)
deliberation of matters related to materialtransactions of the Company’s parent company
June
Outside Director of thegroup and the Company. After his appointment, he
2023 Company (current position)is expected to continue to fulfill the abovementioned roles as well as serve as Chair of theNomination and Remuneration Advisory
Committee. In addition to high ethical standards,
and abilities to accurately make decisions andMorifumi Wada was in the past theunderstand issues, which are essential for a
person who executes business of
EIKEN CHEMICAL CO., LTD. (retired Director, he also possesses the necessary
experience and insight to promote sustainablefrom the position in June 2022). The
Company carries out transactions with growth and improvement of corporate value of theGroup. Therefore, the Company has judged that hethe company such as selling wateris capable of appropriately performing his duties astreatment equipment, etc., but the
an Outside Director.
transaction amount for the fiscal year
He also satisfies the requirements for independent
ended March 31, 2024 was below ¥1
officers prescribed by the securities exchange andmillion, which is insignificant.
the criteria for independence of outside officers
prescribed by the Company. Therefore, judging that
there is no risk for conflict of interest with ordinary
shareholders of the Company, the Company has
designated him as an independent officer.

- 18 -

Name

Designationas
independent
officer

Supplementary explanation of therelationship
Apr.
1980

Joined The Industrial Bank ofJapan, Limited

Apr.
2007

June
2023

Executive Officer of Mizuho
Daisaku Abe has years of involvement in
Corporate Bank, Ltd. (currently IT/systems planning, corporate planning and otherMizuho Bank, Ltd.)
areas at financial institutions, and possesses deep
knowledge of financial operations in general. He
Managing Executive Officer,
Mizuho Financial Group, Inc. also possesses a wealth of corporate management
experience through the series of successive officer
Managing Director, Managing
and executive officer positions that he held at
Executive Officer
numerous financial institutions, including the role
Deputy President and Deputy of Deputy President and the role of Deputy
President-Executive Officer
President and Executive Officer at the Mizuho
Deputy President-Executive
Financial Group, Inc. Simultaneously, he has
Officer, Mizuho Bank, Ltd.
deepened his knowledge of multidimensional
Deputy President-Executive
corporate management as an outside director of
Officer, Mizuho Corporate
other listed companies. After being appointed as an
Bank, Ltd.
Outside Director of the Company, he has been
Managing Executive Officer,
giving us useful opinions and advice on the
Mizuho Securities Co., Ltd.
management of the Company, utilizing his
Deputy President and Executive abundant knowledge of various kinds. As a memberof the Nomination and Remuneration Advisory
Officer, Mizuho Financial
Committee, he has also been contributing toGroup, Inc.
deliberations on matters related to the selection of
Director (Audit andcandidates for Directors and the compensation ofSupervisory Committee
Directors. Additionally, as a member of the Special
Member), Mizuho Trust &Committee, he has been contributing to the
Banking Co., Ltd.
deliberation of matters related to material
Director (Audit andtransactions of the Company’s parent company
Supervisory Committeegroup and the Company. After his appointment, heMember), Mizuho Securities
is expected to continue to fulfill the aboveCo., Ltd.
mentioned roles as well as serve as Chair of theOutside Director, Mizuho
Special Committee.
Leasing Company, Limited
In addition to high ethical standards, and abilities toAdministrative Officer, Mizuho accurately make decisions and understand issues,
Financial Group, Inc.
which are essential for a Director, he also possesses
the necessary experience and insight to promote
Director and Chairman
sustainable growth and improvement of corporate(Outside Director), Mizuho
value of the Group. Therefore, the Company has
Leasing Company, Limited
judged that he is capable of appropriately
Director and Chairman
performing his duties as an Outside Director.
He also satisfies the requirements for independent
Executive Adviser
officers prescribed by the securities exchange andOutside Director, NIPPON
the criteria for independence of outside officers
STEEL KOWA REAL ESTATE prescribed by the Company. Therefore, judging that
CO., LTD. (current position)
there is no risk for conflict of interest with ordinary
shareholders of the Company, the Company has
Outside Director of thedesignated him as an independent officer.
Company (current position)

June
2024

Outside Director of Nissui
Corporation (current position)

Apr.
2009
June
2012
Apr.
2013

June
2014

Daisaku Abe○

Reasons for appointment

June
2019

Apr.
2020
June
2020
June
2021
June
2022

- 19 -

Name

Designationas
independent
officer

Supplementary explanation of therelationshipDaisaku Abe was in the past the person
who executes business of Mizuho Bank,
Ltd. (retired in April 2019). As of theend of March 2024, the ratio of theCompany’s borrowings from Mizuho
Bank, Ltd. was approximately 39% in
the total amount, however, transactions
are determined in the same manner as
general transaction conditions, taking
into consideration interest rates on themarket and other conditions. In
addition, he was in the past an executiveof Mizuho Trust & Banking Co., Ltd.
(retired in April 2014), a business
partner of the Company, but thetransaction amount for the fiscal year
ended March 31, 2024 was ¥22 million,
which is insignificant.

- 20 -

Reasons for appointment

Name

Designationas
independent
officer

Supplementary explanation of therelationship
Apr.
1991
Oct.
2000

Oct.
2004
Mar.
2019
June
2021
June
2023
Nobuko Hanano○

Joined Nomura ResearchInstitute, Ltd.

Reasons for appointment

After working for one of Japan’s largest consulting
firms as a management researcher, Nobuko Hanano
Registered as Lawyer (Dai-Ichi has worked extensively as a lawyer. In addition, she
has served as an outside auditor of another listed
Tokyo Bar Association)company, deepening her knowledge on(current position)
multidimensional corporate management. After
Joined KOHWA SOHGOH
being appointed as an Outside Audit and
LAW OFFICES
Supervisory Board Member of the Company, shePartner (current position)
has contributed to improving the effectiveness of
the Company’s audits, utilizing her abundantOutside Audit and Supervisory knowledge of various kinds. After being appointed
Board Member, Kanro Inc.
as an Outside Director of the Company, she has(current position)
been giving us useful opinions and advice on theOutside Audit and Supervisory management of the Company, utilizing her
Board Member of the Company abundant knowledge of various kinds. As amember of the Nomination and Remuneration
Advisory Committee, she has also been
Outside Director of thecontributing to deliberations on matters related toCompany (current position)
the selection of candidates for Directors and thecompensation of Directors. Additionally, as amember of the Special Committee, she has been
contributing to the deliberation of matters related tomaterial transactions of the Company’s parent
company group and the Company. After her
appointment, she is expected to continue to fulfill
the above-mentioned roles.
In addition to high ethical standards, and abilities toaccurately make decisions and understand issues,
which are essential for a Director, she also
possesses the necessary experience and insight topromote sustainable growth and improvement ofcorporate value of the Group. Therefore, theCompany has judged that she is capable ofappropriately performing her duties as an Outside
Director.
She also satisfies the requirements for independent
officers prescribed by the securities exchange andthe criteria for independence of outside officers
prescribed by the Company. Therefore, judging that
there is no risk for conflict of interest with ordinary
shareholders of the Company, the Company has
designated her as an independent officer.

- 21 -

Name

Naomi Kodama

Designationas
independent
officer○

Supplementary explanation of therelationship
Apr.
1993

Joined Ministry ofInternational Trade andIndustry (currently Ministryof Economy, Trade andIndustry)

Apr.
2013

Assistant Professor, Instituteof Economic Research,
Hitotsubashi University

Apr.
2016

Associate Professor, Schoolof International and Public
Policy, Hitotsubashi
University

Apr.
2018

Professor, Nihon University
College of Economics

Apr.
2021

Professor, Faculty of
Economics, Meiji Gakuin
University (current position)

June
2024

Outside Director of theCompany (current position)

Voluntary establishment of committee(s)equivalent to nominating committee or
remuneration committee

Established- 22 -

Reasons for appointment
Naomi Kodama has experience in a wide rangeof fields at the Ministry of Economy, Trade andIndustry. At university institutions, her focus ison research in economics, and recently, she has
also been engaged in research on human capitalmanagement and deepening her knowledge. Afterher appointment as Outside Director of theCompany, in addition to leveraging thatabundant, diverse knowledge in her possession toprovide useful opinions and guidance to the
management of the Company, she is expected tocontribute to deliberations on matters related tothe selection of candidates for Directors and thecompensation of Directors as a member of theNomination and Remuneration Advisory
Committee as well as to deliberations of mattersrelated to material transactions of the Company’s
parent company group and the Company as amember of the Special Committee.
In addition to high ethical standards, and abilities
to accurately make decisions and understandissues, which are essential for a Director, she also
possesses the necessary experience and insight topromote sustainable growth and improvement ofcorporate value of the Group. Therefore, theCompany has judged that she is capable ofappropriately performing her duties as a new
Outside Director.
She also satisfies the requirements forindependent officers prescribed by the securities
exchange and the criteria for independence ofoutside officers prescribed by the Company.
Therefore, judging that there is no risk forconflict of interest with ordinary shareholders of
the Company, the Company has designated her as
an independent officer.

Committee’s name, composition, and chairperson’s attributes

Committee’s nameCommittee equivalent tonominating committee

Committee equivalent toremuneration committee

Nomination and Remuneration
Advisory Committee

Nomination and Remuneration
Advisory Committee

Total committee members

66

Full-time members

00Inside Directors

11Outside Directors

55Outside experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Supplementary explanation [Update]
The Company has established the Nomination and Remuneration Advisory Committee as a non-statutory
advisory body to the Board of Directors for the nomination, remuneration, and other related matters of theBoard of Directors.
<Main items on agenda>
The Committee ensures the objectivity and transparency of processes relating to the matters provided below
and makes recommendations and reports to the Board of Directors.
(1) Matters relating to the election and dismissal of Directors of the Company (resolution matters of theGeneral Meeting of Shareholders)(2) Matters relating to the selection and dismissal of the Representative Director and Directors with titles of theCompany(3) Matters relating to the election and dismissal of Executive Officers and Executive Officers with titles of theCompany(4) Matters relating to the policies, regulations and other rules on the election and dismissal, etc. of the
Directors and Executive Officers of the Company(5) Matters relating to the policies, regulations and other rules on the remuneration, etc. that are received by
Directors and Executive Officers of the Company(6) Matters relating to the remunerations, etc. that are received by Directors and Executive Officers of theCompany(7) Necessary matters relating to each of the aforementioned items<Composition of committee>• Fiscal year 2023 (79th fiscal year)
Independent Outside Director
Keikou Terui (Chairman)
Independent Outside Director
Kenji Hirai
Independent Outside Director
Morifumi Wada
Independent Outside Director
Daisaku Abe
Independent Outside Director
Nobuko Hanano
Representative Director and President
Masayuki Yamada• As of submission of this report (80th fiscal year)
Independent Outside Director
Morifumi Wada (Chairman)
Independent Outside Director
Kenji Hirai
Independent Outside Director
Daisaku Abe
Independent Outside Director
Nobuko Hanano
Independent Outside Director
Naomi Kodama
Representative Director and President
Masayuki Yamada- 23 -

<Activities in the fiscal year 2023 (79th fiscal year)>Nine meetings were held during the fiscal year 2023 (79th fiscal year: April 2023 to March 2024).
Activities included the selection of the candidates for Directors, deliberation of the total and individual
remuneration amounts for officers, as well as consideration of the officer development plan, benchmark
analysis using remuneration survey data, consideration of revision of the remuneration system for officers, etc.
[Audit and Supervisory Board Members]
Establishment of Audit and Supervisory Board

Established

Maximum number of Audit and Supervisory
Board Members stipulated in Articles ofIncorporation

Not limited

Number of Audit and Supervisory Board
Members3

Cooperation among Audit and Supervisory Board Members, the Independent Auditor and the Internal Auditing
Dept. [Update]
The Audit and Supervisory Board Members of the Company receive reporting for the matters regarding theoverall business management from the Internal Auditing Dept. and the Independent Auditor, cooperate witheach other, and consult lawyers, etc. as necessary, thereby securing the structure for effective audits.
The Audit and Supervisory Board Members of the Company and the Independent Auditor reports the auditing
status and share other information in the regular meetings.
In principle, the Audit and Supervisory Board Members of the Company and the Internal Auditing Dept. hold aregular meeting once every two months, conduct reporting on internal auditing status and share otherinformation.
Appointment of Outside Audit and Supervisory
Board Members

Appointed

Number of Outside Audit and Supervisory Board
Members2

Number of independent officers designated fromamong Outside Audit and Supervisory Board
Members2

Outside Audit and Supervisory Board Members’ relationship with the Company (1)NameAttribute

Wataru Higuchi

LawyerHirohito Kodama

From another company

Relationship with the Company (*)
a

b

c

d

e

f

g

h

i

j

k

l

m

△

* Categories for “Relationship with the Company”* “○” when the Audit and Supervisory Board Member presently falls or has recently fallen under the category;“△” when the Audit and Supervisory Board Member fell under the category in the past;* “●” when a close relative of the Audit and Supervisory Board Member presently falls or has recently fallen
under the category; and“▲” when a close relative of the Audit and Supervisory Board Member fell under the category in the pasta Executive of the Company or its subsidiaryb Non-Executive Director or Accounting Advisor of the Company or its subsidiaryc Non-executive director or executive of the parent company of the Company- 24 -

defgh

Audit and supervisory board member of the parent company of the Company
Executive of a fellow subsidiary of the Company
Party whose major business partner is the Company or an executive thereof
Major business partner of the Company or an executive thereof
Consultant, accounting professional or legal professional who receives a large amount of money or otherassets from the Company other than remuneration as an Audit and Supervisory Board Member
i Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
corporation)j Executive of a business partner of the Company (which does not correspond to any of f., g., or h.) (theAudit and Supervisory Board Member himself/herself only)
k Executive of a corporation to which outside officers are mutually appointed (the Audit and Supervisory
Board Member himself/herself only)l Executive of a corporation that receives a donation from the Company (the Audit and Supervisory Board
Member himself/herself only)m Other
Outside Audit and Supervisory Board Members’ relationship with the Company (2) [Update]

Name

Designationas
independent
officer

Supplementary explanation of therelationship
Oct.
1993

Joined Deloitte Touche
Tohmatsu (currently Deloitte
Touche Tohmatsu LLC)

Apr.
1997

Registered as Certified Public
Accountant (excluding theperiod of legal training)
Wataru Higuchi, as a lawyer and certified public(current position)accountant, has highly professional knowledge andexperience relating to legal, finance andRegistered as Lawyer (DaiIchi Tokyo Bar Association) accounting. In addition, he has served as an outside
director (Audit and Supervisory Committee(current position)
Joined SEIWA KYODO LAW Member) of another listed company, deepening his
OFFICE (SEIWA MEITETSU knowledge on multidimensional corporate
management. He is expected to contribute to highly
LAW OFFICE)
effective auditing, utilizing his abundant
Partnerknowledge of various kinds.
In addition to high ethical standards and an ability
Outside Director (Serving as to make decisions fairly and impartially, which are
Audit and Supervisory
essential for an Audit and Supervisory Board
Committee Member) ofMember, he also possesses the necessary
Marubeni Construction
experience and insight to conduct an appropriate
Material Lease Co., Ltd.
audit on the management of the Company.
(current position)
Therefore, the Company has judged that he iscapable of appropriately performing his duties as
Representative Partner ofan Outside Audit and Supervisory Board Member.
OOTEMON LAW AND
He also satisfies the requirements for independent
ACCOUNTING (current
officers prescribed by the securities exchange andposition)the criteria for independence of outside officers
Outside Audit andprescribed by the Company. Therefore, judging that
Supervisory Board Member of there is no risk for conflict of interest with ordinary
the Company (current
shareholders of the Company, the Company has
position)designated him as an independent officer.
Executive Officer of Advance
Residence Investment
Corporation (current position)

Oct.
2002

Oct.
2007
Wataru Higuchi○

Reasons for appointment

June
2016

Oct.
2018

June
2019

Oct.
2019
Mar.
2022

Inspector, The Professional
Golfers’ Association of Japan- 25 -

Name

Designationas
independent
officer

Supplementary explanation of therelationship
The Company consulted Wataru
Higuchi for legal advice, etc. in the past,
but the compensation payment from theCompany to him in the fiscal year
ended March 31, 2019, was less than¥100,000, which is insignificant.
Moreover, from the fiscal year ended
March 31, 2020 to the fiscal year ended
March 31, 2024, the Company did nothave any payments to him for legal
advice, etc.

- 26 -

Reasons for appointment

Name

Designationas
independent
officer

Supplementary explanation of therelationship
Apr.
1981

Joined Kagome Co., Ltd.

June
2006

Executive Officer, General
Manager, Corporate Planning
Department

June
2008

Director & Executive Officer,
General Manager, Research & Hirohito Kodama has been in charge of corporate
Development Division
management for many years as a director of a

June
2011

Director & Managing
Executive Officer, General
Manager, Research &Development Division

Apr.
2013

Hirohito Kodama○

Reasons for appointment

Oct.
2015

Apr.
2016

Mar.
2018

major food manufacturer, and has been involved in
audit operation as a director (Full-time Audit andSupervisory Committee Member). In addition, he
has served as an outside director (Audit andSupervisory Committee Member) of another listed
Director & Managing
company, deepening his knowledge on
Executive Officer, CEO, Asia multidimensional corporate management. He isBusiness Company
expected to contribute to highly effective auditing,utilizing his abundant knowledge of various kinds.
In addition to high ethical standards and an ability
Director & Managing
to make decisions fairly and impartially, which are
Executive Officer, Generalessential for an Audit and Supervisory Board
Manager, Shared Service
Member, he also possesses the necessary
Preparation Officeexperience and insight to conduct an appropriate
Director & Managing
audit on the management of the Company.
Executive Officer
Therefore, the Company has judged that he is
President & Representative
capable of appropriately performing his duties as
Director of Kagome Axis Co.,an Outside Audit and Supervisory Board Member.
Ltd. (Representative Director)
He also satisfies the requirements for independent
Outside Audit & Supervisory officers prescribed by the securities exchange and
Board Member of Dynapac
the criteria for independence of outside officers
Co., Ltd.
prescribed by the Company. Therefore, judging that
Director of Kagome Co., Ltd. there is no risk for conflict of interest with ordinary(Full-time Audit andshareholders of the Company, the Company has
Supervisory Committee
designated him as an independent officer.
Member)Mar.
2020

Outside Director of Dynapac
Co., Ltd. (Audit andSupervisory Committee
Member) (current position)

June
2023

Outside Audit andSupervisory Board Member of
the Company (current
position)[Independent Officers]
Number of independent officers

7

Matters relating to independent officers
The Company has designated all outside officers who satisfy the requirements for independent officers as
independent officers.

- 27 -

[Incentives]
Implementation of measures to provide
incentives to Directors

Performance-linked remuneration

Supplementary explanation
The relevant information is described in this report in [Disclosures Based on the Principles of Japan’s
Corporate Governance Code] Principle 3.1 Full Disclosure, (3) Policies and procedures in determining
remuneration to Directors and Audit and Supervisory Board Members.
Stock option recipients
Supplementary explanation―――[Director Remuneration]
Disclosure status (of remunerations to individual
Directors)

Individual remunerations are not disclosed

Supplementary explanation [Update]
The remunerations to Directors and Audit and Supervisory Board Members are disclosed in securities reports
and business reports.
1

The total amount of remuneration, etc. and the number of eligible Directors by the director category of theCompany
The following are the total amounts of remuneration, etc. paid to Directors and Audit and Supervisory
Members and the number of recipients during the fiscal year 2023 (79th fiscal year: April 2023 to March
2024).
Officer category

Total amount of
remuneration,etc.

Fixed remuneration Short-term
Medium- to long(number of persons) performance-linked term performanceremuneration
linked remuneration(number of persons) (number of persons)[Monetary
remuneration][Monetary
remuneration][Non-monetary
remuneration(shares)]¥207 million¥90 million(6 persons)¥70 million(4 persons)¥47 million(4 persons)Audit and Supervisory ¥18 million
Board Members(excluding Outside
Audit and Supervisory
Board Members)

18 million(2 persons)──Outside Directors¥49 million¥49 million(6 persons)──Outside Audit andSupervisory Board
Members¥21 million¥21 million(3 persons)──

Directors (excluding
Outside Directors)- 28 -

**The above table includes three Directors (including one Outside Director) and two Audit andSupervisory Board Members (including one Outside Audit and Supervisory Board Member) who
retired at the conclusion of the 78th Ordinary General Meeting of Shareholders held on June 29, 2023.
The above amount of the medium- to long-term performance-linked remuneration [non-monetary
remuneration (shares)] is the amount that should be recorded as expenses in the current fiscal year of
the remuneration delivered in the current fiscal year and the remuneration to be delivered in thefollowing fiscal year.

2

The total amount, etc. by director of the Company
As no one received the remuneration amount, etc. equal to or above ¥100 million in total, such information
is not described.

3

Material matters among the employee salaries for officers concurrently serving as employees
There are no material matters to be disclosed regarding the employee salaries for officers concurrently
serving as employees.
Policy for determining remuneration amounts or
calculation methods thereof

Established

Disclosure of policy for determining remuneration amounts or calculation methods thereof
The policies and procedures in determining the remunerations to Directors and Audit and Supervisory Board
Members are described in this report in [Disclosures Based on the Principles of Japan’s Corporate GovernanceCode] Principle 3.1 Full Disclosure, (3) Policies and procedures in determining remuneration to Directors andAudit and Supervisory Board Members.
The retirement benefit plan for officers was abolished on the date of the 62nd Ordinary General Meeting of
Shareholders held on June 28, 2007.
[Supporting System for Outside Directors and/or Outside Audit and Supervisory Board Members]
The Corporate Secretariat Office serves as a contact point to Outside Directors and arranges the schedules
while collecting and explaining necessary information.
The Secretariat for the Audit and Supervisory Board serves as a contact point to Outside Audit and Supervisory
Board Members and arranges the schedules while collecting and explaining necessary information.
With regard to information communication, except for particularly urgent or highly confidentiality matters, theCompany distributes the materials relating to the agendas and proposals at the Company’s Board of Directors to
Directors and Audit and Supervisory Board Members sufficiently prior to the date of the Board of Directors. In
principle, the Company also distributes agendas and materials regarding important meetings, etc. including theManagement Meeting and the Monthly Business Conference prior to the date of those meetings. In addition,
the relevant departments/divisions provide advance explanations as necessary.
[Status of Persons Who Have Retired from a Position Such as Representative Director and President]
Retired Representative Director and Presidents, etc. holding advisory or any other position in the Company

Name
―――

Title/Position―――

Responsibilities―――

Working form/conditions Date of retirement
Term of(Full-time/part-time,from position suchofficepaid/unpaid, etc.)
as President―――

Total number of retired Representative Director and Presidents, etc. holding
advisory or any other position in the Company- 29 -

―――

0

―――

Other matters
The Company has a system to delegate the position of Executive Advisor to a person who has retired as
Representative Director and President of the Company.
The Executive Advisor offers advice based on his/her experience and knowledge as a corporate manager inorder to facilitate a smooth handover between executive management members in the event of changes inmanagement, and engages in specific operations that are commissioned on an individual basis as necessary.
No one currently falls under this position.

2. Matters on Functions of Business Execution, Audit and Supervision, Nomination andRemuneration Decisions (Overview of Current Corporate Governance System) [Update]1

Board of Directors
The Board of Directors consists of nine Directors (including five Outside Directors), holds meetings at least
once per month in principle (a total of 14 meetings were held and there was one written resolution during
the 79th fiscal year), and provides decision-making for the execution of important and supervises the statusof business execution.
In addition, the Company strives to enhance the supervision function on management by setting the ratio of
Independent Outside Directors in the Board of Directors at equal to or above one-third (currently composedof a majority).
All of three Audit and Supervisory Board Members attend the Board of Directors, receive reporting andexplanations regarding the businesses and provide opinions as necessary, thereby auditing the status ofbusiness executions by the Representative Director and other management execution members.

2

Audit and Supervisory Board Members and the Audit and Supervisory Board
The Company establishes the Audit and Supervisory Board consisting of three Audit and Supervisory
Board Members (including two Outside Audit and Supervisory Board Members). In principle, the Audit
and Supervisory Board is held once per month (a total of 14 meetings were held during the 79th fiscal
year), prescribes the audit policy for the fiscal year under review, allocation of duties of each Audit andSupervisory Board Member, specific implementation matters and schedules, and audits performance of
duties by Directors.
In addition to attending the important meetings such as the Board of Directors and to auditing and verifying
the status of decision-making by Directors, Audit and Supervisory Board Members receive reporting
regarding the results of audit operations from each Audit and Supervisory Board Member and discuss thosematters in the Audit and Supervisory Board.
Two Audit and Supervisory Board Members have appropriate knowledge relating to finance andaccounting, and one member has appropriate knowledge of legal matters.
The Secretariat for the Audit and Supervisory Board is established to support the duties of Audit andSupervisory Board Members.

3

Nomination and Remuneration Advisory Committee
The Nomination and Remuneration Advisory Committee is established as a non-statutory advisory body to
the Board of Directors in order to ensure objectivity and transparency in the process of nominating officers,
such as selection/dismissal, etc. of Directors and Executive Officers, and of determining remuneration, etc.
for Directors, etc. and to set an appropriate amount of remuneration.
The number of the Nomination and Remuneration Advisory Committee shall be equal to or above three
Directors selected by the resolution of the Board of Directors, and Outside Directors account for its
majority in order to secure the independence of the committee. The Nomination and Remuneration
Advisory Committee of the Company currently consists of six members (including five Independent
Outside Directors and one Inside Director), of whom one Independent Outside Director serves as thecommittee chairman. Nine meetings were held during the 79th fiscal year.

4

Special Committee
The Special Committee is established as an advisory body to the Board of Directors for the purpose ofpracticing fairness when conducting important transactions, etc. with the Company’s parent company Tosoh- 30 -

Corporation and its subsidiaries (excluding the Company and the Company’s subsidiaries), and monitoringand supervising issues regarding conflicts of interest between the parent company group and minority
shareholders in such transactions to appropriately protect the interests of minority shareholders. Currently,
the Company’s Special Committee solely consists of Independent Outside Directors (five members) and ischaired by an Independent Outside Director. One meeting was held during the 79th fiscal year).
5

Executive Officer System
The Company has introduced an Executive Officer System, and 14 members (in which four Executive
Officers concurrently serve as Director) are selected. This system allows for differentiating the“management decision-making and supervision function” of Directors and the “business executionfunction” of Executive Officers, thereby clarifying responsibilities and accelerating decision-making.

6

Management Meeting
The Management Meeting consists of Executive Directors and Executive Officers with titles, holds
meetings twice per month in principle (a total of 21 meetings were held during the 79th fiscal year), andproposes medium- and long-term strategies, etc. and discusses important management agendas.
Non-Executive Directors and Audit and Supervisory Board Members are able to participate in theManagement Meeting and express opinions, etc., as necessary, and in this way the Company strives toensure the effectiveness of supervision by Directors and audits by the Audit and Supervisory Board
Members.

7

Monthly Business Conference
The Monthly Business Conference consists of Executive Directors, Executive Officers, General Managers,etc., holds meetings once per month in principle (a total of 12 meetings were held during the 79th fiscal
year), reports the matters approved at the Management Meeting and confirms the progress, etc. of eachbusiness, the Medium-term Management Plan and the profit plan of each fiscal year.
In addition, once every quarter the Monthly Business Conference is held as the Group Liaison Conference,
which includes Presidents of group companies, General Managers of overseas departments, General
Managers of administrative departments, and Branch General Managers, and the same progressconfirmation, etc., is made for the overall Group including the group companies.
Non-Executive Directors and Audit and Supervisory Board Members are able to participate in the Monthly
Business Conference and express opinions, etc., as necessary, and in this way the Company strives toensure the effectiveness of supervision by Directors and audits by the Audit and Supervisory Board
Members.

8

Compliance Committee
The Compliance Committee consists of nine Internal Officers (including four Directors) and takes
initiatives to establish the compliance system and formulate compliance education plans.

9

Risk Management Committee
The Company established the Risk Management Committee in April 2024. The Committee consists ofpersons appointed from among Executive Directors, Executive Officers with titles, and other members whoare selected from General Managers in charge of a division managing major risks and from presidents ofsubsidiaries. In principle, the Committee meets four times a year and pursues appropriate management ofrisks that may have a significant impact on business activities (major risks). Moreover, the Committee
makes decisions or receives reports on matters necessary to identify, analyze, assess and promote
countermeasures to major risks, and submits or reports important matters to the Board of Directors.

10 Sustainability Committee
The Sustainability Committee, which consists of Executive Directors and Executive Officers with titles,
plans, proposes and implements measures to promote sustainability management based on the basic policy
determined by the Board of Directors.
The Sustainability Executive Council, the subordinate organization, promotes specific measures.
11 Internal Auditing Dept.
The Internal Auditing Office, the organization under the direct control of Representative Director andPresident in the Internal Auditing Dept., consists of four members and implements internal auditing across- 31 -

the Group. The department implements internal auditing based on the Internal Auditing Regulations, grasps
the issues and problems on business executions, and offers advice for enhancing the functions.
In addition, the department holds a regular meeting once every two months in principle, conducts reportingon internal auditing status and shares other information.
The department also holds a meeting with the Independent Auditor as necessary, conducts reporting on
internal auditing status and shares other information.
12 Independent Auditor
KPMG AZSA LLC implements the auditing during the 79th fiscal year based on the Companies Act andthe Financial Instruments and Exchange Act. Two certified public accountants, Kentaro Yamamoto andKoichi Hamaguchi, executed the operations, and six certified public accountants and 18 other staff
supported the audit operations.
The Independent Auditor reports the auditing status and shares other information in the discussions with the
management and the regular meetings with Audit and Supervisory Board Members.
13 Independent officers
The Company designates five Outside Directors and two Outside Audit and Supervisory Board Members as
independent officers.
14 Limited liability agreements
In accordance with Article 427, paragraph (1) of the Companies Act and the Articles of Incorporation of theCompany, the Company has entered into respective limited liability agreements with Directors (excluding
the persons who are Executive Directors, etc.) and Audit and Supervisory Board Members.
15 Indemnity agreements
In accordance with Article 430-2, paragraph (1) of the Companies Act, the Company has entered into
indemnity agreements with Directors and Audit and Supervisory Board Members.

3. Reasons for Adoption of Current Corporate Governance System [Update]
While emphasizing the decision-making function relating to business executions in the Board of Directors
consisting mainly of Directors who are well-versed in practical tasks, the Company sets the ratio of
Independent Outside Directors in the Board of Directors at equal to or above one-third (Independent Outside
Directors now comprise the majority of the Board of Directors) in order to enhance the supervisory function
relating to business executions. Furthermore, the Company enhances the transparency and objectivity relating
to the decisions of nomination and remuneration, etc. for Directors, etc. by establishing the Nomination andRemuneration Advisory Committee, in which Independent Outside Directors account for the majority, as a nonstatutory advisory body to the Board of Directors.
In addition, Audit and Supervisory Board Members having independent authority to audit conduct auditingfrom an independent viewpoint, and thereby a supervisory system on management is in place.
The Company has adopted the current corporate governance system based on the aforementioned points.

- 32 -

III Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Energize General Shareholders Meetings and Smooth Exercise of Voting Rights[Update]Supplementary explanation

Early notification of theGeneral Meeting of
Shareholders

In order for shareholders to secure sufficient time to consider the proposals to
the General Meeting of Shareholders and exercise their voting rights
appropriately, the Company shall send the notice of the Ordinary General
Meeting of Shareholders no later than three weeks before the date of theGeneral Meeting of Shareholders and also disclose the content of the General
Meeting of Shareholders on the websites of the Company and the Tokyo
Stock Exchange.

Allowing electronic or
magnetic exercise of voting
rightsThe Company has adopted magnetic exercise of voting rights.

Participation in electronic
voting platform and otherefforts to enhance the voting
environment for institutional
investors

The Company participates in the electronic voting platform operated by ICJ,Inc.

In order to facilitate exercising of voting rights by foreign investors, theProviding convocation notice in Company has prepared the Notice of the General Meeting of Shareholders in
English (translated fully or
the English version and discloses it on the websites of the Company and thepartially)
Tokyo Stock Exchange.
The Company’s English website (https://www.organo.co.jp/english/)

Other

The Company holds shareholder briefing sessions after the conclusion of theGeneral Meeting of Shareholders. The Representative Director and President(including a person who is expected to assume the position) explains thebusiness overview, future business development, etc., and holds a questionand-answer session. Shareholder briefing session materials are available on
the Company’s website.
(https://www.organo.co.jp/english/ir/)- 33 -

2. IR Activities [Update]
Supplementary explanation

Explanation byRepresentative

Preparation/publication of
disclosure policies

The Company prescribes the “Disclosure Policy” as thepolicy relating to the information disclosure of theCompany, and makes the policy available on its website.
(https://www.organo.co.jp/english/ir/disclosure/)

Regular investor briefings forindividual investors

The Company held an online company briefing forindividual investors once in the fiscal year 2023.
The Representative Director and President provides an
overview of the Company, the medium- and long-term
strategies, and other information, followed by a questionand-answer session, which is attended by many individual
investors. The content of the briefings is posted on the
Company’s website for a certain period of time.

Holding regular investor
briefings foranalysts/institutional investors

The Company holds semi-annual financial resultspresentations, one for the first six months of the fiscal year
and the other for the full fiscal year. Since the fiscal year
2021, the Company has been holding online presentations
in which the Representative Director and President
provides an overview of the financial results and profit
plan, as well as the Medium-term Management Plan,followed by a question-and-answer session. The
Yes
presentation is attended by about 90 people, mainly
institutional investors, and a video of the presentation anda summary of the question-and-answer session are postedon the Company’s website for a certain period of time. The
Company also strives to strengthen dialogue withshareholders through small meetings hosted by securities
companies and other organizations, as well as individual
meetings and facility visits.

Holding regular investor
briefings for foreign investors

In addition to regular participation in conferences hosted
by securities companies, the Representative Director andPresident and the Investor Relations Office attend
individual meetings and small meetings.

Posting IR materials on thewebsiteThe Company’s website contains various disclosurematerials including financial results reports, securities
reports, quarterly reports, presentation materials andexplanatory videos for the financial results presentations,materials for timely disclosures, shareholder letters,
integrated reports, corporate governance reports, and major
financial data.
English versions of financial results reports, materials forthe financial results presentations, materials for the timely
disclosures, integrated reports, corporate governancereports, and major financial data are also prepared andposted on the Company’s website.
Japanese website (https://www.organo.co.jp/ir/)
English website (https://www.organo.co.jp/english/ir/)- 34 -Yes

Yes

To enhance dialogue with shareholders, etc., the Investor
Relations Office was established in the Corporate Strategy
Establishment of theand Planning Dept., as a department specializing in
department (responsible person) investor relations. The supervising Director is Tetsushi
relating to IR
Honda who is in charge of Corporate Strategy andPlanning Dept., and three employees are in charge of IR
matters.

3. Measures to Ensure Due Respect for Stakeholders
Supplementary explanation
The Company prescribes the “Organo Group Company Code of Conduct” asa basic code of conduct with which officers and employees of the Group mustcomply. The Code specifies that the Company shall continue to serve as theProvisions to ensure due respect
partner company of all stakeholders such as customers, business partners,
for stakeholders in internal
shareholders, employees and society, and its individual provisions stipulates
rules, etc.
the matters of respecting the relationship with each stakeholder. The “Organo
Group Company Code of Conduct” is available on the Company’s website.
(https://www.organo.co.jp/english/company/ecology/)
Implementation ofenvironmental activities, CSR
activities, etc.

The Company promotes environmental activities and other initiatives tofulfill its corporate social responsibility. The Company summarizes the statusof these activities in its integrated reports (the “ORGANO GROUPREPORT”), available on its website.
(https://www.organo.co.jp/english/ir/group-report/)

IV Matters Related to Internal Control System
1. Basic Views on Internal Control System and Progress of System Development [Update]
The resolution of the Board of Directors regarding the basic policy on the internal control system is as follows:1

System to ensure that Directors and employees perform their duties in compliance with relevant laws andregulations and the Articles of Incorporation
 The Company will establish the Organo Group Company Code of Conduct and the Compliance
Regulations and will ensure that all officers and employees of the Company are aware of them.
 To promote compliance, the Company will establish the Compliance Committee to formulate acompliance education plan, establish a compliance system, and enact other company-wide initiatives.
 The Company has established the Whistleblowing Regulations in order to ensure the effectiveness ofcompliance, and the system allows the Company’s officers and employees to directly report to or
consult with the Company’s Legal Division, the Audit and Supervisory Board Members, or externallawyers about systematic or personal legal violations, etc.
 The Company will seek to raise awareness of compliance by providing compliance training to theCompany’s officers and employees as necessary.
 The Internal Auditing Dept. will perform periodic audits concerning the performance of duties andcompliance practices.
 In order to carry out appropriate financial reporting for the Group, the Company establishes andoperates a system of internal control over financial reporting, including the establishment of an internal
control policy for financial reporting and the establishment of an Internal Control Division, andevaluates this system.

2

System for retaining and managing information pertaining to the performance of duties by Directors
 The Company will appropriately retain and manage documents and other information concerning theperformance of duties by Directors in accordance with internal rules such as the Documents andInformation Management Regulations, the Corporate Information Basic Management Regulations, etc.

- 35 -



The Directors and the Audit and Supervisory Board Members may inspect such documents and otherinformation as necessary.

3

Rules and other systems for management of risk of lossThe Company has established the Risk Management Basic Regulations and other related rules andestablish and operate a risk management system in order to appropriately manage the various risks inbusiness activities.

The Company has established the Risk Management Committee in order to appropriately manage risks
that may have a significant impact on the Group’s business activities (major risks) and shall identify,
analyze, assess and promote countermeasures to major risks.
In the event of a natural disaster, accident, or other unforeseen circumstances, the Company shallestablish the crisis headquarters and other systems in accordance with the Crisis Management Basic
Regulations and other related rules and implement appropriate measures to minimize damage.

4

Systems to ensure efficiency of the performance of duties by Directors

The Company will ensure to establish the system that enables appropriate and efficient performance of
duties. Specifically, among others, the Board of Directors makes decisions on important businessexecution and supervises the status of business execution at the meetings (held at least once per monthin principle), whereas Executive Directors and Executive Officers with title formulate medium- tolong-term strategies, etc. and discuss important management issues at the Management Meetings (heldtwice per month in principle).
The Company has introduced an Executive Officer System in seeking to differentiate the“management decision-making and supervision function” of Directors and the “business executionfunction” for Executive Officers, thereby clarifying responsibilities and accelerating decision-making.
In business management, the Company sets company-wide goals based on the Medium-termManagement Plan approved by the Board of Directors and the profit plan for each fiscal year, and at
the Monthly Business Conference (in principle, held once per month, and once per quarter as theGroup Liaison Conference including Presidents of group companies, etc.) consisting of Executive
Directors, Executive Officers, and General Managers, etc., ensures the appropriate execution of all
projects through evaluating progress reports by the General Managers on the business of each division.

5

System to ensure the appropriateness of business operations of the corporate group consisting of theCompany, its parent company and subsidiaries
A) Systems for the reporting of items related to the performance of the duties of directors, etc. of subsidiaries
to the Company
The Company will provide Group Companies Management Regulations, and require reports from the groupcompanies on management policies/management plans, human resources/organization, accounting/financial
affairs, audits, disasters/accidents, and other important matters. These reports will be made at the Group
Liaison Conference (in principle, held once per quarter).
B) Rules and other systems for management of risk of loss at subsidiaries
The Company will include its group companies within the scope of the Risk Management Basic
Regulations, apply the risk management system to the entire Group, and manage the risks throughout theGroup in a comprehensive manner.
C) System to ensure efficiency of the performance of duties by directors, etc. of subsidiaries
 The Company will set company-wide goals based on the Organo Group’s Medium-term Management
Plan approved by the Board of Directors and the profit plan for each fiscal year, and at the Group
Liaison Conference will ensure the appropriate execution of all projects through evaluating businessprogress reports by the Presidents of each group company.
 The Company will establish a system to make the business operations of group companies more
efficient by providing and sharing indirect business operations and optimizing funding andmanagement.

- 36 -D) System to ensure that directors, etc. and employees of subsidiaries perform their duties in compliance with
relevant laws and regulations and the Articles of Incorporation
 The Company will prescribe the Organo Group Company Code of Conduct as a basic code of conduct
with which all officers and employees of group companies must comply, and seek to spread awareness.
 The Company will provide compliance training to the group companies’ officers and employees asnecessary.
 The Company’s Internal Auditing Dept. will perform audits concerning the performance of duties andcompliance practices of group companies.
 The officers and employees of group companies are also able to use the Company’s whistleblowing
system.
E) Other system to ensure the appropriateness of business operations of the corporate group consisting of theCompany, its parent company and subsidiaries
 From the perspective of internal controls pertaining to consolidated financial statements, theCompany’s Internal Control Division and Accounting Division will cooperate in the development andoperation of the accounting and financial reporting processes of the group companies.
 The Company will ensure a certain degree of independence in business activities and management
decisions from the Company’s parent company, Tosoh Corporation, and promotes appropriate
coordination of activities through regular meetings, etc., with the company.
6

Matters relating to employees that assist the Audit and Supervisory Board Members upon the request ofsuch Audit and Supervisory Board Members for assistance, matters relating to independence of the relevant
employees from Directors and matters relating to effectiveness of directions given to such employees to beensured The Company will establish a secretariat for the Audit and Supervisory Board and assign employeesthat assist in the duties of Audit and Supervisory Board Members.
 Audit and Supervisory Board Members will make personnel evaluations of employees that assist in theduties of Audit and Supervisory Board Members, and will determine proper procedures for handling
matters related to human affairs, including personnel changes, for employees that assist in the duties of
the Audit and Supervisory Board Members with the prior consent of the Audit and Supervisory Board.
 Employees that assist in the duties of the Audit and Supervisory Board Members will not receive
instructions or orders from executives, but will follow direct instructions or orders from Audit andSupervisory Board Members.

7

System for directors, etc., and employees of the Company and its subsidiaries to report to Audit andSupervisory Board Members of the Company, and system for ensuring that these parties will not be treatedadversely due to making reports
If Audit and Supervisory Board Members of the Company request reports from Directors andemployees of the Company and group companies or audit and supervisory board members of groupcompanies, they will provide an appropriate report without delay.
Directors and employees of the Company and group companies or audit and supervisory board
members of group companies will immediately report to the Audit and Supervisory Board Members of
the Company if they discover facts that could cause significant damage on the Company or the groupcompanies.
Audit and Supervisory Board Members participate in important meetings such as the Board of
Directors, the Group Liaison Conference, etc., and will request explanations from the Directors andemployees of the Company and group companies as necessary.

The Legal Division and external lawyers who serve as contact points for the whistleblowing system
will report to the Audit and Supervisory Board Members of the Company on the whistleblowing
information received from the Directors and employees of the Company and group companies inaccordance with the Whistleblowing Regulations.

The Company’s Audit and Supervisory Board Members also serve as a contact point for thewhistleblowing system.

The Company will ensure that Directors and employees of the Company and group companies whomake reports to the Audit and Supervisory Board Members of the Company, or otherwise make areport in accordance with the Whistleblowing Regulations, will not be treated adversely due to thereport or the act of making the report.

- 37 -

8

Other systems to ensure that Audit and Supervisory Board Members perform audits effectively

The Representative Director will regularly exchange opinions with the Audit and Supervisory Board
Members on matters related to overall management.

The Audit and Supervisory Board Members will receive reports from the Independent Auditor,
Internal Auditing Dept., and Audit and Supervisory Board Members of group companies, seeking
mutual cooperation and consulting with lawyers as necessary.

The Company will bear any expenses incurred by Audit and Supervisory Board Members in theperformance of duties, provided that these expenses have not been deemed unnecessary in theperformance of duties by Audit and Supervisory Board Members.

2. Basic Views on Eliminating Anti-Social Forces and Progress of Related Efforts
Basic views on eliminating anti-social forces and progress of related efforts are as follows:<Basic views on eliminating anti-social forces>
The Organo Group Company Code of Conduct prescribes its basic policy to “resolutely confront any antisocial
forces or organizations that pose a threat to the order and security of civil society, and sever any relationshipwith such concerned individuals and organizations.”<Status of development of efforts toward the elimination of anti-social forces>
The Company establishes the responsible person with the General Affairs Dept. managing the overall
responses, based on the Organo Group Company Code of Conduct toward the elimination of anti-social forces.
In addition, the Company cooperates with lawyers, the police and regional companies as external specialized
agencies, collects the information relating to anti-social forces and shares the information across the Group.
The Company is implementing training activities, etc. as needed for the departments in charge across theGroup.

V Other
1. Adoption of Anti-Takeover Measures
Adoption of anti-takeover measures

Not adopted

Supplementary explanation
The Company currently has no plans to introduce anti-takeover measures.

2. Other Matters Concerning Corporate Governance System
Not applicable.

- 38 -

Schematic view of corporate governance structure- 39 -

Overview of timely disclosure system (schematic view)

Tokyo Stock Exchange

Secretariat
Accounting Dept.

Disclosure

Corporate Strategy andPlanning Dept.

Person responsible for information handling

Disclosure procedures

Disclosure directives<Financial results information/
Decisions/Facts occurred>
Approval of disclosure
details

Board of Directors

Disclosure
judgement/approval<Financial results information/
Decisions/Facts occurred>

Person responsible for information handling(Director supervising Corporate Strategy and Planning Dept.)<Financial results
information>

Informationcollection/Materials
preparation

Information aggregation
Preparation of
disclosure materials

Judgment of the necessityof disclosure
Approval of disclosurematerials<Decisions/Facts occurred>

Accounting Dept.

Corporate Strategy andPlanning Dept.

<Financial results
information>

Information aggregation
Preparation of disclosurematerials<Decisions/Facts occurred>

Various departments/divisions of
the Company and group companies

Information provision* If some information such as the facts occurred and the disclosures based on the fair disclosure rules needs to be disclosed urgently, such information
may be disclosed through the confirmation of Director and President after obtaining the approval of the person responsible for information handling(Director supervising Corporate Strategy and Planning Dept.). After disclosure, such matter shall be reported in the Board of Directors.

- 40 -