[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE
Please note that the following is an unofficial English translation of the Japanese original text of the
Corporate Governance Report of Pigeon Corporation, which is reported to the Tokyo Stock Exchange.
The Company provides this translation for reference and convenience purposes only and without any
warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and
the Japanese original, the latter shall prevail.
Latest Revision: April 9, 2024
Company:
Pigeon Corporation
Representative: Norimasa Kitazawa,
President and CEO
Inquiries:
Nobuo Takubo,Managing Officer, Business
Strategy Division
Securities Code: 7956
URL:
https://www.pigeon.com/
An Overview of Corporate Governance at Pigeon Corporation (the “Company”) is Described Below.

I Basic Policy Regarding Corporate Governance, Capital Structure, Corporate Attributes
and Other Basic Information
1. Basic Policy■The Pigeon DNA and the Pigeon Way
Our corporate philosophy “Love” and the credo “Only love can beget love” are the core of Pigeon. These are
the unchanging spirit that each and every Pigeon employee and executive will uphold into the future as thePigeon DNA, as long as Pigeon continues to exist as an essential part of society.
Our Purpose “We want to make the world more baby-friendly by furthering our commitment to understanding
and addressing babies’ unique needs” and Values and Action Principles that employees and executives should
cherish to realize the Purpose are collectively called the Pigeon Way, the cornerstone of all our activities. The
Pigeon Way embodies our “heart and soul” and sets the grounds for our actions to stream from this core.
We have reclassified our corporate philosophy and the credo as the Pigeon DNA, the underlying concept of
the Pigeon Way. We will continue to drive our business activities toward the realization of the Purpose,
positioning it as the core of the Pigeon Way. The Pigeon DNA and the Pigeon Way are defined as follows.
<Pigeon DNA> The core of Pigeon throughout its history and into the future.
Corporate Philosophy:
Love
Credo:
Only love can beget love

<Pigeon Way>The cornerstone of all our activities. It embodies our “heart and soul” and sets the grounds
for our actions to stream from this core.

Purpose:
We want to make the world more baby-friendly by furthering our commitment to understanding andaddressing babies’ unique needs
Values:-1-

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Pigeon Corporation
CORPORATE GOVERNANCE- Integrity- Communication, Consent, Trust- Passion
Action Principles:- Agility- Keep sight of consumers- Global collaboration among competent individuals- Leadership and logical working style- Willingness to change■Establishment of Key Issues
Pigeon’s Purpose “We want to make the world more baby-friendly by furthering our commitment tounderstanding and addressing babies’ unique needs” cannot be achieved solely through the efforts of PigeonGroup employees and executives, but through collaboration with external stakeholders, including customers,
business partners, shareholders, and local communities. We believe that by realizing our “Purpose,” we can
not only continue to be recognized as an essential part of society, but also contribute to the creation or
realization of a sustainable society that is the basis for coexistence with our stakeholders. In this sense, ourunderlying Pigeon DNA and the Pigeon Way, the social and environmental challenges we must address, andthe future vision we should aim for by addressing the challenges must be shared not only with Pigeon Group
employees and executives, but also with our customers, business partners, shareholders, local communities,
and other external stakeholders.
Therefore, the Company established the following five (5) Key Issues to be addressed and realized in theprocess of achieving Pigeon’s Purpose “We want to make the world more baby-friendly by furthering ourcommitment to understanding and addressing babies’ unique needs” so that we can share the same mindset
with all stakeholders.
・Enhancing Business Competitiveness and Resilience;
・Reducing our Environmental Impact;・Contributing to the Resolution of Social Issues;
・Managing Talent and Cultivating the Right Culture for our Purpose; and・Establishing Solid Management Foundations■Pigeon's Basic Policy of Corporate GovernanceOur corporate governance must be based on the Pigeon DNA and the Pigeon Way, be directed toward solving
and realizing the Key Issues, contribute to the creation and realization of a sustainable society, and ultimately
realizing the Purpose “We want to make the world more baby-friendly by furthering our commitment tounderstanding and addressing babies’ unique needs.”
Based on this approach, we define the Company’s corporate governance as follows: 1) Offensive governance:a mechanism for transparent, fair, prompt and decisive decision-making to enhance Pigeon Group’s
sustainable growth and medium- to long-term corporate value (societal value and economic value), for the
resolution and realization of the Key Issues, and ultimately the realization of the “Purpose”; and 2) Defensive
governance: a mechanism for risk control through timely collection and sharing and review and verification of
information aimed at prevention and prompt elimination of factors that could hamper Pigeon Group’s
sustainable growth and damage its corporate value, or impede the resolution and realization of the Key Issues
and the realization of the “Purpose.”
By continuously strengthening these mechanisms, we aim to further enhance corporate governance, increase
our corporate value, and ultimately contribute to the creation and realization of a sustainable society, as well
as realizing the “Purpose.”[Reasons for Non-Compliance with the Principles of the Corporate Governance Code]
The Company implements all principles of the Corporate Governance Code (revised June 11, 2021).
-2-

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Pigeon Corporation
CORPORATE GOVERNANCE[Disclosure Based on the Principles of the Corporate Governance Code]
The Company has included disclosure based on the Principles of the Corporate Governance Code revised inJune 2021.
1. Securing the Rights and Equal Treatment of Shareholders(Principle 1.2 Exercise of Shareholder Rights at General Shareholder Meetings)
In recognition of the General Meeting of Shareholders as the highest decision-making body, as well as theopportunity for constructive dialogue with shareholders, the Company provides sufficient time and setting forshareholders to appropriately exercise their rights, while at the same time determining the date and locationand developing an environment to facilitate shareholder attendance. Specifically, the Company is engaged in
the following initiatives.
 The Company strives to prepare a convocation notice that is easy to read by using graphs, images, andplain language in its explanations.
 The Company reflects feedback from shareholders in the operation of the General Meeting of
Shareholders by means such as providing a special child-care room and assistance through a sign
language interpreter at the meeting venue, in order to create an environment that promotes attendance.
 We have conducted an online live stream so that shareholders who could not make it to the venue canwatch the General Meeting of Shareholders.
 In order to provide our shareholders with sufficient time for considering proposals, the Company sends
the convocation notice no later than three weeks before the date of the General Meeting of Shareholders.
Prior to dispatching the convocation notice and the statutory start date of measures for electronic
provision, it also discloses information included in the notice in both Japanese and English at the Tokyo
Stock Exchange, Inc. (referred to below as the “Tokyo Stock Exchange”), on the Electronic Voting
Platform, and on the Company’s website, etc. no later than approximately one month before the date of
the General Meeting of Shareholders.
 Bearing in mind the percentage of foreign and institutional investors, the Company, in an effort to ensure
convenience of the exercise of voting rights, offers voting via the Internet and uses the Electronic Voting
Platform.
 When investors who hold shares of the Company in street names express an interest in attending theGeneral Meeting of Shareholders, the Company allows them to sit in after undergoing the necessary
procedures, although it does not permit the exercise of voting rights. The necessary procedures aredisclosed on the Company’s website.
(Principle 1.3 Basic Strategy for Capital Policy)
The Company’s business model is to generate profits efficiently from slim assets. We believe that theCompany’s current capital structure is fully capable of underpinning the future growth of the Group’sbusinesses, without major reliance on outside financing.
The Company sets a WACC (weighted average cost of capital) of 5% and sets targets that greatly exceed thecapital costs for PVA (Pigeon Value Added, the Company’s original performance indicator), ROIC (return on
invested capital), and ROE (return on equity). The Company carries out concrete measures to achieve thesetargets and discloses progress in biannual results briefings. In addition, we are promoting the management ofworking capital based on CCC (cash conversion cycle), thus, the Pigeon Group as a whole is striving to
improve its efficiency and reduce it. The 5% set for the WACC is used as the base value of the hurdle rate forinvestment projects.
As for dividend policy, in our Eighth Medium-Term Business Plan, our basic policy is to stably andcontinuously return profits to shareholders maintaining the current level of dividends, while further improving
our consolidated performance and financial position.
(Principle 1.4 Cross-Shareholdings)
The Company may hold shares as cross-shareholdings, with the aim of improving relations and collaboration-3-

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Pigeon Corporation
CORPORATE GOVERNANCE
with business partners. However, as of the submission date of this report, the Company holds only one stock
listed overseas as a cross-shareholding. The Company discloses the purpose and holding status of these sharesin the annual securities report. Regarding individual cross-shareholdings, the Company confirms the
background and objectives of holding the shares, the status of transactions, and risks associated with holding
the shares, etc. The Company reviews whether or not shares can continue to be held each year, as well as thenumber of shares to hold, and obtains approval for cross-shareholdings by the Board of Directors, as adisclosure item of the annual securities report.
Furthermore, the Pigeon Group exercises voting rights for cross-shareholdings after considering proposals
from the perspective of improving the corporate value of the Pigeon Group, while paying due respect to the
management policy of the company it invests in.
(Principle 1.7 Related Party Transactions)
The Company believes that the monitoring of conflicts of interest is a typical role and function expected of
Outside Directors. The Company directly confirms with the Directors and Audit & Supervisory Board
Members every six months the existence of important transactions between the Company and its major
shareholders, competing transactions between the Company and its Directors or Audit & Supervisory Board
Members, conflict-of-interest transactions (self-dealing and indirect transactions) as well as related party
transactions, and reports the results to the Board of Directors. In addition, the “Board of Directors Rules”
stipulate that a resolution of the Board of Directors is required when engaging in such transactions.
2. Appropriate Cooperation with Stakeholders Other Than Shareholders(Supplementary Principle 2.4.1)<Our Approach for Ensuring Diversity and The Current Status of Our Efforts>
In its effort to make the world more baby-friendly, the Group has been respecting the autonomy of individual
employees and encouraging them to achieve further growth and demonstrate more of their abilities, whileworking to build the necessary environment to this end.
Based on the long-term vision, we are attributing even more importance to human resource strategies as thefoundation to implement business strategies for our sustainable growth. We welcome motivated and capable
employees regardless of nationality, gender, age, disability, gender identity and sexual orientation and ensure awork environment in which employees can fully demonstrate their abilities even if they are facing various
situations such as childcare, nursing care, or illness. Moreover, as described above, we give due consideration
to the culture, labor practices and other features of each country and plan and implement the human resource
strategies that will drive the growth of our business in each country in line with the Group’s long-term visionon human resources. Based on the strategies we will strive to maximize the value of our personnel at each of
our business units while maintaining unity as the entire Group as our ideal state regarding human resources.
(1) Promotion of women to management positions
In order to obtain continued support from customers for our products, we must incorporate perspectives
unique to women into product planning and marketing. As a result, the hiring and promotion of women havetaken root as natural processes within the company. Across the group, the ratio of female employees is 60.7%,
and the percentage of management positions occupied by women is 40.2% (as of the end of December 2023).
(2) Promotion of foreign employees to management positions
As a result of the growth of our businesses overseas, the number of employees working overseas has exceeded
the number of employees working in Japan, standing at 67.1% (as of the end of December 2023) of all
employees across the Group. Amidst this situation, we are promoting employees regardless of nationality to
management positions in the Group according to the situation at each company or location. In addition, as thepotential for growth in sales is higher at our three overseas businesses (China business, Singapore business,and Lansinoh business) than in Japan, we are expecting to increase employment and promotion of foreign
employees in line with the growth of our businesses overseas.
(3) Promotion of mid-career hires to management positions
The Group conducts a certain amount of mid-career recruitment annually. These employees can immediately
impact our business due to the high level of expertise and practical skills that they have gained at othercompanies. This allows us to accelerate efforts to improve management quality and respond to the expansion-4-

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Pigeon Corporation
CORPORATE GOVERNANCE
in the scale of our business and changes in the business environment. Accordingly, we promote employees tocore positions within the organization equally for graduate and mid-career hires without discrimination. The
percentage of management positions in the Company occupied by mid-career hires stands at 52.1% (as of theend of December 2023). In the future, due to further changes to the business environment, we predict that wewill need to constantly acquire experienced professionals that possess expertise that differs from that of theCompany employees. That is why we will continue to position mid-career recruitment as a measure tostrengthen our human resources portfolio.
<Voluntary and measurable targets for ensuring diversity>
As stated above, various factors are at play, including the response to business characteristics requiring thepromotion of women, the expansion of overseas businesses, changes in the business environment, and theacceleration of efforts to improve management quality. Amidst this backdrop, we are actively promoting
employment and promotion to management positions of women, foreign employees, and mid-career hires.
However, based on the basic concept that "the ratio of women, foreign employees, and mid-career hires inmanagement positions should be the same as the ratio of women, foreign, and mid-career employees," theCompany sets "40.7%," "2.1%," and "45.8%," respectively (as of the end of December 2023), as voluntaryand measurable targets to ensure diversity in the Company. Based on this recognition, the percentages ofwomen, foreign employees, and mid-career hires in management positions are "26.8%," "1.4%," and "52.1%,"
respectively (as of the end of December 2023); and we also recognize that various issues remain, particularly
regarding the promotion of women to management positions in the Company. In consideration of the large
discrepancy from the target, we will continue to strengthen our efforts in human resource development, etc.,
setting a goal to raise the ratio of female managers to 30% by the end of December 2025 under the Fourth
Employer Action Plan based on the Act on the Promotion of Women's Active Engagement in Professional
Life.
<The human resource development and internal environment development policies to ensure diversity, and thestatus of these policies>
In accordance with the Pigeon Way, the Company not only accepts and respects diversity but also creates anequal-opportunity environment in which all employees can maximize their individual potential, thereby
celebrating diversity, equity & inclusion and fostering a motivating and supportive organizational culture. Bylinking together the rich creativity of each of its employees, the Company creates new value, thereby
contributing to customers and society. Moreover, we will continue to implement various measures frommultiple viewpoints with such keywords as “understanding and respecting diversity,” “acquiring and using
knowledge,” and “environments and systems where employees can be themselves,” including promoting theactive participation of women and intrapersonal diversity*.
*Diversity of viewpoints and roles within each person(1) Personnel development policy
The Group aims to be a diverse corps of professionals, staffing its entire value chain with knowledgeable,
experienced and professional employees who closely examine changes in society and actively update theirskills with a view to the future. To enable every employee to shine as an individual, the Group sponsors
training to improve business skills, in which employees can participate on a voluntary basis. With an emphasison the following initiatives: “Business skills and business stance development that transcends the boundaries
between specific roles;” “professional development allowing employees to bring highly specialized skills andknowledge to bear on specific domains;” “development of personnel who can contribute in a global
environment;” “fostering business cultures and providing opportunities with respect for diverse viewpoints
and value systems;” and “fostering a mindset of individual career visualization and proactive pursuit of career
opportunities,” we are implementing education and training tailored to the role of each employee. In addition,
we are offering opportunities to acquire diverse work styles and perspectives through training menus that
include personnel development for next-generation management, global personnel development, and diversity
training. Also, through the Accelerate My Career (AMC) program we offer opportunities to work outside thecompany, corporate-led volunteer program, and open recruitment within the company.
Further, the Company introduced a new human resource system in 2021 as a mechanism for evaluation and-5-[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE
promotion based on individual abilities and performance, regardless of attributes such as age or gender. We
are aiming to create an environment where “each employee can work as a professional,” and to that end, while
accepting diverse working styles and career development, we ensure the fair evaluation of employee ability
and performance based on the following perspectives: 1) Increasing human resource value by developing
expertise, 2) clarification of the role of each employee, 3) fair evaluation not dependent on years of service, 4)
remuneration according to job grade not dependent on age, and 5) flexible response to employees’ life stage.
(2) Internal environment development policy
The Company’s Workplace Environment Policy enjoins it to “furnish an environment that empowers diverse
personnel to tackle challenges and play dynamic roles in ways that are true to themselves” and the Company
continuously implements measures to fulfill this policy on multiple fronts.
To achieve its vision of a baby-friendly future, the Company believes it is essential for each employee to beable to shine as an individual. For the reason, it is vital for the Company to foster an environment in which
diverse personnel can leverage their uniqueness and specialized knowledge in good mental and physical healthto become everything they can be by tackling ambitious targets, accepting failures as learning opportunities.
The Company further believes in the importance of cultivating employee understanding by furnishingprograms that enable flexible handling of life events, offering compassionate and responsive management andmaintaining clear communication with employees.
LGBTQ+-related initiatives
We regard common-law partners (of any gender) as spouses with an eye to building environments andsystems where the diversity of sexuality is accepted, and anyone can work as they are regardless of whether or
not they have formally come out. Specifically, we have introduced the Familyship System to apply the inhouse systems and benefits designed for employees with spouses also to employees with these partners.
Promotion of occupational health management
We formulated and disclosed our Occupational Health Management Declaration in 2021 and have beenworking to be a corporate Group whose employees can work lively in good health. Since 2022, the Company
has been certified under the Certified Health and Productivity Management Outstanding Organizations
Recognition Program (Large Enterprise Category) for three years in a row.
Pigeon Frontier Awards
The Company launched the Pigeon Frontier Awards (PFA) in 2021 to “Increase the enjoyable time at work”
and to “Encourage employees to take on challenges without fear of failure” and commend those who actually
did so. Through the PFA held based on these concepts, the Company aims to support employees in proposing
and implementing business ideas toward the launch of new businesses.
A total of 19 ideas have been selected for implementation in projects under the direct control of the president,
and some of the ideas have been materialized in recent years. The PFA thus encourages employees toembrace challenges without being afraid of the risk of failure as part of our corporate culture. By participatingin the projects, employees are also provided with a precious opportunity to collaborate with members of otherdepartments, experience development activities on-site, and demonstrate leadership to unite the project teammembers, which in turn helps them achieve further growth as individuals.
Promotion of work-life balance
The Company set forth a workstyle reform slogan “Smart & Smile! Work” in 2022, and is implementing
measures from various aspects, such as setting the “Dash Day” to leave office without working late,encouraging employees to work efficiently by using the flextime system and the telework system, andprohibiting e-mail communication and meetings after regular work hours. A working environment is being
developed at the Company where all employees can take childcare leave or family-care leave as a given, andthrough developing employees who have knowledge and experience of childcare, we are promoting initiatives
to utilize this childcare experience in work such as product development.
Please refer to our website for details:
For employees: https://www.pigeon.com/sustainability/HR/members/
Occupational Health Management: https://www.pigeon.com/sustainability/HR/health_management_policy/
Action Plan for Promoting the Active Participation of Women:
https://www.pigeon.co.jp/about/stakeholder/action_plan/female/-6-

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Pigeon Corporation
CORPORATE GOVERNANCE(Principal 2.6 Roles of Corporate Pension Funds as Asset Owners)
The Company has introduced a corporate defined contribution pension plan to support the asset formation of
its employees. The Company’s financial status will never be affected by the future performance of pension
management. Furthermore, in order to support our employees’ asset formation, we brief all new permanent
employees regarding the features of the pension management institutions, managed products, and methods of
selection. We are providing continuous learning to enrich our employees’ knowledge regarding asset
management, through education using educational tools provided by the pension management institutions andconducting in-house seminars, etc.
3. Ensuring Appropriate Information Disclosure and Transparency(Principle 3.1 Full Disclosure)(i) Corporate philosophy, credo, management strategies and business plans Corporate philosophy and credo
Please refer to “Basic Policy” presented in I. 1., above.
 Management strategies and business plans
The Company has publicized its Eighth Medium-Term Business Plan on its website.
Please refer to the following URL:
https://www.pigeon.com/ir/management/midplan/
The Company also reports on its progress in IR materials, such as Integrated Reports and HEARTREPORTs, which are also available on the Company’s website at the following URL:
https://www.pigeon.com/ir/library/(ii) Basic policy regarding corporate governance
Please refer to “Basic Policy” presented in I. 1., above.
(iii) Policies and procedures of the Board of Directors for determining remuneration for the senior
management and directors
For details, please see <<Executive remuneration policy>>, below.
The retirement benefits system for Directors was abolished as of the conclusion of the 62nd Ordinary
General Meeting of Shareholders, held on April 25, 2019.
Remuneration for executives is determined by the Board of Directors, following deliberations by the
Voluntary Remuneration Committee, within the limit for the remuneration for Directors approved by the62nd Ordinary General Meeting of Shareholders, held on April 25, 2019 (a maximum of 800 million yen
per year (including a maximum of 100 million yen per year for Outside Directors); however, this amount
does not include the employee salary portion for those Directors who serve concurrently as employees.
Separate from the above remuneration, executives may be granted up to a maximum of 600 million yen
over a three-fiscal-year period, as performance-linked stock remuneration.)<<Executive remuneration policy>>
1. The Pigeon DNA and the Pigeon Way, Key Issues, and the basic policy of corporate governance
Please refer to “Basic Policy” presented in I. 1., above.
2. Basic policy on executive remuneration
The Company’s basic policy on remuneration for Directors (hereinafter referred to as “executive
remuneration”) shall be as follows, in accordance with the aforementioned “1. The Pigeon DNA and thePigeon Way, Key Issues, and the basic policy of corporate governance”:(i) It should contribute to “management that improves the corporate value” of the Group over the
medium- to long-term;(ii) It should contribute to the hiring of talented managers toward solving the Key Issues based on the“Pigeon DNA” and the “Pigeon Way”; and(iii) The remuneration system should be highly independent, objective, and transparent, and accountable tostakeholders.

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Pigeon Corporation
CORPORATE GOVERNANCE

3. Remuneration levels
The Company determines levels of executive remuneration in accordance with the aforementioned “2.
Basic policy on executive remuneration,” after surveying and analyzing its business environment and thecompensation levels in its peer group of companies in the same industry (manufacturing) and of the same
size, through external databases, etc.
Remuneration levels for each position are listed as below (with president as 100%)
Position
Remuneration Level
President
100%
Vice president
80%
Senior managing executive officer
60%
Managing executive officer
50%
Director
40%
4. Remuneration mix
The remuneration for the Company’s Directors (excluding Independent Outside Directors) consists of“basic remuneration” commensurate with position, “bonuses” provided as short-term incentives, and “stock
remuneration” provided as a medium- to long-term incentive. The remuneration for Independent Outside
Directors and Audit & Supervisory Board Members consists of “basic remuneration” only.
(Note) “Bonuses” and “stock remuneration is applicable to performance-based remuneration etc., “stock
remuneration” is applicable to non-monetary remuneration listed in Article 98, paragraph (5) of theRegulation for Enforcement of the Companies Act.
(i) Overview of remuneration types<Basic remuneration>
Positions are determined in accordance with roles and responsibilities of each Director in the Company’s
four business departments. Monetary amounts are decided by position and paid as monthly remuneration
every month.
<Bonuses>
Bonuses are paid in March every year for the purpose of granting incentives to improve the Group’s
consolidated performance and to solve the Key Issues.
In principle, the amount will vary within a range from 0 to 150%, in accordance with the achievement levelof targeted indicators related to consolidated performance (net sales, operating income and PVA (Pigeon
Value Added, the Company’s original performance indicator)) and indicators related to the Key Issues(enhancing business competitiveness and resilience and establishing solid management foundations), basedon the base amount of the bonus determined for each position. Indicators related to consolidated
performance are used to drive the expansion of the scale and earnings of our main business and the creationof corporate value that exceeds the cost of capital. With regard to the indicators related to the Key Issues, inorder to make the world more baby-friendly, we aim to be a company essential to society by expanding ourcorporate value over the medium- to long-term by building a solid system that can “create,” “produce,” and“deliver” and by working to strengthen the GHO/4SBU system and enhance corporate governance thatenable employees to take on aggressive and bold challenges. We will also actively engage withshareholders and investors to ensure that they share and support these ideas, thereby building a solidmanagement base to continue to be close to babies. To calculate the targets, we use the performance
forecasts published in the summary of financial results at the beginning of each period for net sales andoperating income, and in the initial fiscal-year plan for PVA and indicators related to the Key Issues(enhancing business competitiveness and resilience and establishing solid management foundations).
For Executive Directors in charge of department(s), bonuses will vary within a range from 0 to 150%, in
accordance with the achievement level of targets, with consolidated performance and the Key Issues
accounting for 70%, and the performance of the Directors’ respective departments (net sales, operating
income, and PVA) accounting for 30%.
The valuation ratio for each indicator is as follows:
Indicator
Valuation Ratio-8-

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Pigeon Corporation
CORPORATE GOVERNANCE
Consolidated performance
Net sales
40%
Operating income
30%
PVA
20%
Key Issues
Enhancing Business Competitiveness and Resilience10%
Establishing Solid Management Foundations<Stock remuneration>
Stock remuneration is paid at the time of retirement for the purpose of granting an incentive to improve theGroup’s medium- to long-term company performance and corporate value, and to place Directors in the“same boat” as the shareholders (thus, giving Directors and shareholders a shared interest).
In principle, the remuneration will vary within a range from 0 to 150%, in accordance with the achievementlevel of targeted financial indicators related to consolidated performance set out in the Medium-TermBusiness Plan (EPS (Earnings Per Share), growth rate, TSR (Total Shareholder Return) and ROIC) andindicators related to the Key Issues (reducing our environmental impact, contributing to the resolution ofsocial issues, and managing talent and cultivating the right culture for our Purpose), based on the baseamount of the stock remuneration determined for each position. Financial indicators related to consolidated
performance are used to further improve business profitability and efficiency, as well as to increase ourcorporate value over the medium- to long-term. With regard to indicators related to the Key Issues, we will
work to contribute to social issues surrounding babies, their mothers and their families, as well as reduce
factors that lead to environmental load in all countries and regions in which the Group operates, byfostering a corporate culture that allows diverse human resources to take on challenges and grow to bethemselves, with the aim of making the world more baby-friendly. If there is a significant change in thetargets set out in the Medium-Term Business Plan, the Board of Directors determines the appropriateness ofthe target values for stock remuneration, after deliberation at the Voluntary Remuneration Committee.
The valuation ratio for each indicator is as follows:
Indicator
Valuation Ratio
Consolidated performance
EPS growth rate30%
TSR (relative comparison)
30%
ROIC
20%
Key Issues
Reducing our Environmental Impact
Contributing to the Resolution of Social Issues
20%Managing Talent and Cultivating the Right Culture for our Purpose
The Company recommends that in principle, Directors (excluding Independent Outside Directors) hold atleast one year’s worth of basic remuneration in Company shares.
Stock remuneration is allocated through a trust-based stock remuneration system. This system grants units(points) to the trustees each year, and issues shares in the Company corresponding to the number of units(points) from the trust at the time of retirement. From the same-boat perspective, the determined number ofunits (points) is disclosed in the Reference Documents for the General Meeting of Shareholders.
Management of Company shares is entrusted to Mitsubishi UFJ Trust and Banking Corporation.
(ii) Standard model for the composition of Director (excluding Independent Outside Directors)
remuneration (if the achievement level of each indicator is 100%)
Type of remuneration
Composition Percentage
Basic remuneration
60%
Bonuses20%
Stock remuneration
20%
5. Governance of the executive remuneration system
In order to increase the independence, objectivity, and transparency of the details of the executive-9-

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Pigeon Corporation
CORPORATE GOVERNANCE
remuneration system, a Voluntary Remuneration Committee has been established as an advisory panel tothe Board of Directors, chaired by and with a majority consisting of Independent Outside Directors. In
principle, the Voluntary Remuneration Committee shall meet at least four times per year, deliberate
primarily on the following main agenda items regarding executive remuneration amounts, calculation
methods, and policy for deciding the content of remuneration per individual, and provide advice andproposals to the Board of Directors. The Board of Directors, in turn follows such advice and proposals to
the greatest extent possible in its decision-making. Please note that executive remuneration will be paid
within the limit of remuneration adopted at the General Meeting of Shareholders.
In order to introduce an objective perspective from outside of the Company, as well as expertise on theexecutive remuneration system, the Company employs an outside consultant, with whose support it
considers the details of the remuneration system, while taking into account matters such as external data,
the economic environment, industry trends, management conditions, employee remuneration amount, anddividend amount.
In addition, to enhance the effectiveness of the Board of Directors, we are working to coordinate theVoluntary Nominating Committee and Remuneration Committee on activities related to director
nomination and remuneration. We also evaluate the effectiveness of the Voluntary Remuneration
Committee in evaluating the effectiveness of the Board of Directors.
<Main agenda items of the Voluntary Remuneration Committee>
 Governance of executive remuneration
 Whether it is necessary to revise the executive remuneration policy
 Remuneration levels of individual executives (base amount by position)
 Performance targets and evaluation table for bonuses and stock remuneration
 Performance evaluations and individual payment amounts, etc. for bonuses in the previous fiscal year Performance evaluations and individual payment amounts, etc. for stock remuneration in the previous
fiscal year
 Status of initiatives of the Medium-Term Business Plan and the Key Issues
 Level, composition, indicators, etc. of executive remuneration using external data, etc.
 The necessity of response to executive remuneration due to changes in the external environment andbusiness environment
 Improving the effectiveness of the Voluntary Remuneration Committee<Remuneration limits>
Date of Resolution of theGeneral Meeting of
Shareholders
62nd Ordinary General
Meeting of Shareholders
held on April 25, 2019

Resolution Details
Monetary remuneration
Under ¥800 million per year（Under¥100 million for Outside Directors, notincluding salary as an employee for
Directors that are also employees）

Number of members on the dayof resolution at the General
Meeting of Shareholders*
10 (of which three are Outside
Directors)

66th Ordinary General
Meeting of Shareholders
held on March 30, 2023

Share remuneration
4
Eligible parties：Directors (excluding
Outside Directors)
Payment limits：¥200 million for one
fiscal year
Limit on shares：65,000 points for one
fiscal year (equivalent to 65,000 shares)*The number of members as of March 28, 2024, was 9（of which five are Outside Directors）.
6. Forfeiture and return of remuneration
If the Board of Directors resolves to correct its financial statements after the disclosure, due to major
accounting errors or fraud, or if the Board of Directors, etc. determines that a Director (excluding- 10 -

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CORPORATE GOVERNANCE
Independent Outside Directors) has violated his or her duty of care as a prudent manager or duty of loyalty,
or committed other serious violations of his or her legal or contractual obligations during his or her term ofoffice, the Voluntary Remuneration Committee, in consultation with the Board of Directors, deliberates onwhether to seek forfeiture of the right to receive some or all bonuses and stock remuneration, or to seek the
return of some or all bonuses and stock remuneration which have already been paid, and also provides
advice and proposals to the Board of Directors regarding the results of its deliberations.
The Board of Directors shall resolve on whether to demand from the Director in question the forfeiture of
the right to receive some or all bonuses and stock remuneration, or the return of some or all bonuses andstock remuneration which have already been paid, while following the advice and proposals of theRemuneration Committee to the greatest extent possible.
7. Policy on information disclosure, etc.
The Company swiftly and actively discloses the details of the executive remuneration system, based on its
Disclosure Policy, through the annual securities reports, Reference Documents for the General Meeting of
Shareholders, business reports, Corporate Governance Reports, Integrated Reports, websites, and othermaterials created and disclosed in accordance with statutory and other obligations.
The Company, led by the CEO and the Directors (including Independent Outside Directors), also actively
engages with shareholders and investors. The Company positions engagement with stakeholders including
customers, business partners, shareholders, local communities and other stakeholders who understand thePigeon DNA and the Pigeon Way as a core value. It shares the views of stakeholders gained throughengagement with the Board of Directors and at other meetings, and uses these views to increase its
corporate value (social and economic value).
8. Targets and results for performance-linked remuneration
Against the consolidated net sales target for the fiscal year of 100,000 million yen, the result was 94,461
million yen, and the target achievement rate was 94%. For consolidated operating income, the target and theresult were 12,400 million yen and 10,726 million yen, respectively and the target achievement rate was87%. For PVA, the target and the result were 4,816 million yen and 3,480 million yen, respectively,
resulting in the target achievement rate of 72%.
In principle, stock renumeration is given mainly based on performance, which is evaluated 30%, 30%, 20%
and 20% on the achievement levels of the following four, respectively: EPS growth rate, TSR, ROIC, andthe indicators that are related to the Key Issues (Reducing our Environmental Impact; Contributing to the
Resolution of Social Issues; and Managing Talent and Cultivating the Right Culture for our Purpose) andare upheld in the Medium-term Business Plan. With regard to bonuses and stock remuneration, thefollowing table shows the indicators related to the Key Issues and their achievement levels.

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CORPORATE GOVERNANCE(iv) Policies and procedures of the Board of Directors for the appointment and dismissal of senior
management and the nomination of candidates for Directors and Audit & Supervisory Board Members<Procedures for the appointment and dismissal of senior management and the nomination of candidates for
Directors >For details, please see <<Executive nomination policy>>, below.
<<Executive nomination policy>>
1. The Pigeon DNA and the Pigeon Way, Key Issues, and the basic policy of corporate governance
Please refer to “Basic Policy” presented in I. 1., above.
2. Human resource requirements of the Chief Executive Officer (CEO)The ideal human qualities necessary for the role of Chief Executive Officer (CEO) of the Company are
human qualities that can enhance resourcefulness and continuously increase the Company’s corporate value(social and economic value), based on the values of the “Pigeon DNA” and the “Pigeon Way.” The humanresource requirements of the CEO (responsibilities and authority, main duties and expected results, andrequired competencies (behavioral characteristics, personality characteristics, experience and achievements,
and knowledge and skills)) are determined based on “1. The Pigeon DNA and the Pigeon Way, Key Issues,and the basic policy of corporate governance,” above.
(i) Responsibilities and authority
The responsibilities and authority of the CEO are determined based on “1. The Pigeon DNA and the Pigeon
Way, Key Issues, and the basic policy of corporate governance,” above.
 Responsibilities: Is responsible for processes and results that increase corporate value (social andeconomic value) based on the values of the “Pigeon DNA” and the “Pigeon Way”, in order to contributeto the improvement of social sustainability.
 Authority: Has the authority to make final decisions regarding the optimal allocation of management
resources, in order to improve corporate value (social and economic value).
(ii) Main duties and expected results
The main duties and expected results of the CEO are determined based on “(i) Responsibilities andauthority,” above.
Key Issues
Main duties
Expected results
Enhancing Business
Build a business model andEstablishes a business model
Competitiveness and Resiliencestrategy to become essential tothat achieves sustainable- 12 -

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society.

Reducing our Environmental
ImpactContributing to the Resolution ofSocial Issues

Managing Talent and Cultivating
the Right Culture for our Purpose

Establishing Solid Management
Foundations

Build frameworks that promote
the sustainable reduction ofenvironmental impact to leave
the Earth favorable for the
future of babies born tomorrow.
Build a mechanism toencourage the development of
next-generation businesses andproducts to resolve social issues
that affect babies and families.
Cultivating the right culture inwhich diverse human resources
are motivated to take onchallenges and grow to bethemselves to make the world
more baby-friendly.
Build a management base thatenables employees to take onchallenges in order to increase
corporate value over the
medium to long term.

growth and improves
corporate value over the
medium- to long-term.
Sets numerical targets for eachseparate challenge, andexecutes measures to achievethese targets.
Carries out the development of
next-generation businesses andproducts that help solve social
issues, with consideration for
the entire value chain.
Promotes diversity and worklife balance, and carries out
initiatives toward diverse work
styles.
Ensures that there are future
CEO candidates for the next
and following generations.
Carries out both proactive andreactive measures tostrengthen the managementbase.Meticulously provides
information to stakeholders,engages in two-way
communication with them, andgets them on board with theCompany’s plans and actions.

(iii) Required competencies
Item

Behavioral
characteristics

Has foresight and leads reform personally, without being
hindered by past success or common knowledge.

Develops and spreads our
vision and corporate
cultureEnvisioning, planning,and execution ofstrategies
Development of humanresources and theorganization

Promotes the wide adoption of the “Pigeon DNA” and the“Pigeon Way” as well as a healthy corporate culture
through strategic engagement with stakeholders.
Proposes management strategies and a grand design thatreflects our corporate culture, and allocates management
resources in an optimal manner.
Develops successors to the CEO and other management
positions, and develops an organization that is acceptingof diversity, in order to ensure sustainable growth overthe medium- to long-term.
Increases the quality and speed of management bybuilding a proactive and reactive governance system.

Building corporate
governance
Personality
characteristics

Details

Innovative leadership

Interest and curiosity

Passion and romanticism

Has a strong interest in and diverse perspectives regarding
the Company’s products and services, and displays anattitude of learning through a cycle of “creating, making,and delivery.”Has the courage to pursue dreams and take on challenges,- 13 -

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Sensitivity and empathy

Sensibility and ingenuity

Sincerity andtrustworthiness
Experience and achievements

Knowledge and skills

and a strong commitment and passion to persevere until
success is achieved.
Carries out two-way communication with stakeholders,
displays sensitivity, and focuses energy on having
empathy.
Continually develops sensibility, and devises ways tocarefully consider, and carry out what is not being doneby others.
Is sincere, achieves missions in the proper way, and istrusted by employees.
Has a record of contributing to the improvement ofcorporate value (social and economic value) in the top
management of Group subsidiaries.
Has created new value by inventing new businesses,
products, and services.
Has managed multiple functions, regions, or locations.
Has experience conducting management under chaotic
conditions, including startups, reorganization,
rehabilitation, and restructuring.
Has knowledge of all businesses, customers, and market
trends.
Has management knowledge (marketing, accounting,management strategy, finance, human resource andorganizational strategy, governance, business
management, etc.)
Has the English-language ability to converse directly with
global stakeholders.

3. Standards for appointment and dismissal of senior management, Directors and the CEO
The policy for appointing senior management shall be to make appointments from an objective perspective,
based on “2. Human resource requirements of the Chief Executive Officer (CEO),” above, and withreference to external assessments and other information. The appointment is referred to the Board of
Directors to be decided, after deliberation by the committee.
The appointment of Directors and the CEO is referred to the Board of Directors to be decided, after
deliberation by the Voluntary Nominating Committee, based on “2. Human resource requirements of the
Chief Executive Officer (CEO),” above.
If a Director or the CEO meets the criteria for dismissal defined below, or there is a concern that they havetaken actions that meet these criteria, the Voluntary Nominating Committee shall swiftly seek advice fromthe Board of Directors, and deliberate based thereupon.
a) Suspected misconduct, inappropriate actions, or disloyaltyb) Recognized illegal or otherwise disqualifying actionsc) It has been determined that the process or results of carrying out duties are inadequate, and it is no longer
appropriate for the individual to continue his or her current dutiesd) ROE is below 5% for three consecutive fiscal years (CEO only)
4. Successor plans for the CEO
Successor plans for the CEO are deliberated by the Voluntary Nominating Committee, in accordance with
“2. Human resource requirements of the Chief Executive Officer (CEO),” above. Namely, the results andcontent of outside assessments of training for the development and selection of the next generation ofmanagement human resources for CEO candidates, evaluation regarding personnel, and career planning aredeliberated. The Board of Directors oversees successor plans to verify that they are conducted
appropriately, based on reports on deliberations by the Voluntary Nominating Committee.

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5. Term of office of Directors
The term of office of Directors (including Independent Outside Directors) shall be one year.
6. Governance of appointment, dismissal, and nomination of Directors
In order to increase the independence, objectivity, and transparency of the determination process forappointment, dismissal, and nomination of Directors, a Voluntary Nominating Committee has been
established as an advisory panel to the Board of Directors, chaired by and with a majority consisting ofIndependent Outside Directors. In principle, the Voluntary Nominating Committee shall meet at least fourtimes per year, deliberate on issues including the standards for appointment and dismissal of Directors aswell as CEO successor plans, and provide advice and proposals to the Board of Directors. The Board of
Directors, in turn follows such advice and proposals to the greatest extent possible in its decision-making.
In order to introduce an objective perspective from outside of the Company, as well as expertise on
nominations, the Company employs an outside consultant, with whose support it considers the details of thestandards for appointment and dismissal of Directors as well as CEO successor plans and other issues,
taking into account matters such as external data, the economic environment, industry trends, andmanagement conditions. In addition, to enhance the effectiveness of the Board of Directors, we are working
to coordinate the Voluntary Nominating Committee and Remuneration Committee on activities related to
Director nomination and remuneration. We also evaluate the effectiveness of the Voluntary Nominating
Committee in evaluating the effectiveness of the Board of Directors.
<Main agenda of the Nominating Committee>
・Executive nomination policy・Roles of the Chairman of the Board
・Skill matrix of the Board of Directors
・Personnel requirements for CEO
・Succession planning for CEO and management
・Candidates for Directors
・Standards for the appointment and dismissal of Directors
・Term of office and tenure for Directors
・Succession planning for Independent Outside Directors
・Improving the effectiveness of the Voluntary Nominating Committee
7. Policy on information disclosure, etc.
The Company swiftly and actively discloses information such as the details of the standards for appointing
and dismissing Directors as well as CEO successor plans, based on its Disclosure Policy, through theannual securities reports, Reference Documents for the General Meeting of Shareholders, business reports,
Corporate Governance Reports, Integrated Reports, websites, and other materials created and disclosed inaccordance with statutory and other obligations.
The Company, led by the CEO and the Directors (including Independent Outside Directors), also actively
engages with shareholders and investors. The Company positions engagement with stakeholders including
customers, business partners, shareholders, local communities and other stakeholders who understand thePigeon DNA and the Pigeon Way as a core value. It shares the views of stakeholders gained throughengagement with the Board of Directors and at other meetings, and uses these views to increase its
corporate value (social and economic value).
<Procedures for nominating candidates for Audit & Supervisory Board Members>
Candidates for Audit & Supervisory Board Members are nominated by the Board of Directors anddeliberated by the Audit & Supervisory Board. After obtaining the consent of the Audit & Supervisory
Board, they are proposed for election by the General Meeting of Shareholders. For Outside Audit &Supervisory Board Members, individuals with high perception of corporate activities such as finance andlaw shall be nominated as candidates. The majority of these individuals shall be CPAs and lawyers.
(v) Board of Directors’ explanations with respect to individual appointments and dismissals of senior- 15 -

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CORPORATE GOVERNANCE
management and nominations of candidates for Directors and Audit & Supervisory Board Members based on(iv) above
Regarding individual reasons for the election of Directors and Audit & Supervisory Board Members, pleaserefer to the Notice of the 66th Ordinary General Meeting of Shareholders (Reference Documents for the
General Meeting of Shareholders)(URL:https://www.pigeon.com/ir/assets/pdf/230227e_syousyu.pdf) and the Notice of the 67th
Ordinary General Meeting of Shareholders (Reference Documents for the General Meeting of
Shareholders) (URL: https://www.pigeon.com/ir/assets/pdf/240226e_syousyu.pdf) posted on the
Company’s website.
If a senior management is dismissed, the Company shall disclose the dismissal in a timely and appropriatemanner.
(Supplementary principle 3.1.3)(1) Information disclosure of efforts concerning sustainability
We want to make the world more baby-friendly by furthering our commitment to understanding andaddressing babies’ unique needs. In order to realize the Purpose, we have identified issues to be addressedover the medium- to long-term from the two perspectives of achieving social and environmental sustainability
and achieving sustainability in our business, and have established five Key Issues (Materiality). Among the
Key Issues, we have established medium- to long-term quantitative targets as the Pigeon Green Action Plan as
we have to make long-term efforts to reduce our environmental impact, including addressing climate change.
The Five Key Issues, including the Pigeon Green Action Plan, have been incorporated into our three-year
action plan and also into the Eighth Medium-Term Business Plan.
We disclose the targets and results for the Eighth Medium-Term Business Plan period with respect to Key
Issues, the Pigeon Green Action Plan, internal promotion system for sustainability, and various otherinformation and performance data on sustainability on the Company's website.
Medium-Term business plan: https://www.pigeon.com/ir/management/midplan/
Key Issues (Materiality): https://www.pigeon.com/sustainability/policy/
Sustainability: https://www.pigeon.com/sustainability/
ESG data book: https://www.pigeon.com/sustainability/databook/
Recognizing that climate change, among Key Issues, is a challenge that must be addressed globally, in 2021
we expressed our support for the Task Force on Climate-related Financial Disclosures (TCFD)
recommendations in order to understand the risks and opportunities that climate change poses to the businessof the Company group and the financial impact that climate change may cause, as well as to properly manage
our material risks and opportunities.
We analyzed and assessed climate-related risks and opportunities for our nursing bottle and nipple and skincare businesses in Japan and China, which are relatively large in terms of sales among the Group's coreproducts. The analysis results and related strategies are disclosed in the “Pigeon Group TCFD Report 2023”
along with our governance, risk management, indicators and targets on climate-related risks andopportunities.
Responding to climate change: https://www.pigeon.com/sustainability/environment_top/warming/(2) Information disclosure regarding human capital
In its effort to make the world more baby-friendly, the Group has been respecting the autonomy of individual
employees and encouraging them to achieve further growth and demonstrate more of their abilities, whileworking to build the necessary environment to this end.
Based on the long-term vision, we are attributing even more importance to human resource strategies as thefoundation to implement business strategies for our sustainable growth. We welcome motivated and capable
employees regardless of nationality, gender, age, disability, gender identity and sexual orientation and ensurea work environment in which employees can fully demonstrate their abilities even if they are facing various
situations such as childcare, nursing care, or illness. Also, we are providing all employees with opportunities- 16 -

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to participate in technological development, training and practical learning. Moreover, we are continuously
working to develop human resources who will lead management in the future while building a remuneration
system that is oriented for the growth of employees and linked with their roles and activities rather than theirage and length of service.
We disclose information on initiatives that contribute to improving the value of human capital in the
Company and Group companies, various information and performance data in the annual securities report, theIntegrated Report and on our corporate website.
For employees: https://www.pigeon.com/sustainability/HR/members/
ESG data book: https://www.pigeon.com/sustainability/databook/(3) Information disclosure regarding intellectual capital
We are proactively implementing investment in intellectual property as we believe that this is essential tocontribute to the development of a sustainable society and improve our corporate value. In particular, we areaiming to increase our brand value. Accordingly, we renewed the Pigeon Brand Guidelines in 2020,
promoting related activities. We uphold “Celebrate babies the way they are” as our Brand Promise, which is apromise by Pigeon to society, and the various points of contact with our customers, we are promoting andenhancing a globally consistent Pigeon brand.
In addition, the Intellectual Property Department is promoting business expansion and improvement inmanagement quality by securing the creations—such as design and naming—of R&D Departments in Japanand overseas as intellectual property. In addition, as for the imitation Pigeon products which have been foundin China and other Asian countries in recent years, the Department is taking measures leveraging theintellectual property rights we have secured to embody our brand promise, as we believe that inferior goods
inhibit the healthy growth of the end-users, babies.
4. Responsibilities of the Board(Supplementary Principle 4.1.1)
The Company’s Board of Directors makes decisions or reports on matters that are to be solely determined by
the Board of Directors, pursuant to laws and regulations and the Articles of Incorporation, as well as importantmatters stipulated in the “Board of Directors Rules.” The “Board of Directors Rules” and other internal rules
specifically stipulate matters to be resolved by the Board of Directors and matters to be reported thereto.
Furthermore, the Company has structured its corporate governance by means of the Voluntary Remuneration
Committee, Voluntary Nominating Committee and the Governance Committee, which are advisory panels for
the Board of Directors, as well as the meetings of the Management Committee with the President and CEO
acting as chairperson and an internal audit system, in addition to a Board of Directors and Audit &Supervisory Board System. The Board of Directors, which includes Independent Outside Directors and Audit& Supervisory Board Members, responds promptly and appropriately to changes in the business environmentand strives to make management decisions rationally and effectively to establish sustained growth and a solid
operating foundation, while seeking mutual partnership between decision-making/management functions andexecution of business. The Board of Directors actively elicits the opinions of Outside Directors and Audit &Supervisory Board Members, and the supervisory function of the Board of Directors has been further
strengthened by having an independent Outside Director serve as Chairman of the Board from March 2023.
Outside Directors give advice on the Company’s management strategies and take the role of enhancing
corporate governance and supervising the appropriateness of decision-making. Audit & Supervisory Board
Members attend and express their opinions at Management Committee meetings held for the prompt solutionof issues from the perspective of on-site operations, thereby enhancing their supervising functions. Also, inline with the auditing policies and for appropriate role sharing, they conduct rigorous supervision and auditing
through measures such as carrying out interviews with the Directors, reviewing important resolution
documents and other documentation, and investigating the status of operations and property.
(Supplementary Principle 4.2.2)<Formulation of a basic policy regarding initiatives concerning sustainability>
The Group’s fundamental approach to sustainability is “continuing to exist as an integral part of society” by- 17 -

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improving social and economic value, and in turn, enhancing the sum of these values, corporate value. Also,
the Company has set forth the Pigeon Sustainable Action, and by reducing our environmental impact andsolving social issues, we are pursuing initiatives for sustainable corporate growth.
Pigeon Sustainable Action“We want to make the world more baby-friendly by furthering our commitment to understanding andaddressing babies’ unique needs. In order to create a baby-friendly future, we aim for sustainable growth as acompany essential to society, by reducing environmental impacts and solving social issues surrounding babies
and mothers in all countries and regions where we conduct our business activities and taking on the challengeof starting new businesses.”
In striving to improve the Group’s corporate value and promoting initiatives regarding sustainability from theperspective of “continuing to exist as an integral part of society,” we consider that the standpoints of 1) thesustainable growth of the Group, and 2) the realization of a sustainable society are essential, and that 3)
enhancement of corporate governance at the Company is vital to support 1) and 2). As basic policies to realize
the above, we set forth the below three policies after receiving approval from the Board of Directors and havepublished them on the Company’s website.
Medium-Term business plan: https://www.pigeon.com/ir/management/midplan/
Pigeon ESG/SDGs Policy: https://www.pigeon.com/sustainability/policy/
Basic policy concerning corporate governance:
https://www.pigeon.com/sustainability/governance_top/governance/
In addition to implementing measures based on the above policies, we have established the Corporate
Governance Committee as an advisory panel to the Board of Directors. We are conducting discussions basedon diverse and long-term viewpoints regarding a wide range of topics related to corporate governance, such as
the role of the Board of Directors and committees, and organizational design to further demonstrate thecapabilities of the Board of Directors. Also, we have established the Sustainability Committee as an executive
organization. Here we set medium- to long-term objectives and identify and periodically review Key Issues(Materiality) related to the environment and society. We also conduct progress reviews of initiatives to solve
Key Issues (Materiality) and report the status of these activities to the Board of Directors.
At the Company, through the Governance Committee and Sustainability Committee, we promote initiatives
related to sustainability, such as the medium- to long-term improvement of corporate value and the solution ofissues concerning society and the environment.
Also, during the formulation of the medium-term business plan, we review the allocation of management
resources such as investment into human capital and intellectual property and strategy related to the businessportfolio. These matters are then reflected in the medium-term business plan, and oversight is conducted byconfirming the progress of the medium-term business plan at the Board of Directors.
(Principle 4.9 Independence Standards and Qualification for Independent Directors)
The Company stipulates the standards for the independence of its Outside Directors and Outside Audit &Supervisory Board Members (“outside officers”), as follows.
(i) Relationships with the Company and its subsidiaries (hereinafter collectively referred to as “PigeonGroup”)
An outside officer shall not be currently acting and shall not have acted in the past 10 years as a director,
auditor or employee of Pigeon Group.
(ii) Relationships with business partners
An outside officer shall not be currently acting and shall not have acted in the past three years as either of thefollowing:
1) A major business partner of Pigeon Group (Note 1) (or in cases where the major business partner is a
corporation, a director, auditor or employee thereof)2) A business partner who has major transactions with Pigeon Group (Note 2) (or in cases where the party isa corporation, a director, auditor or employee thereof)- 18 -

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CORPORATE GOVERNANCE(iii) Relationships with shareholders
An outside officer shall not currently be or shall not have been in the past three years a major shareholder of
the Company (Note 3) (or in cases where the major shareholder is a corporation, a director, auditor or
employee thereof).
(iv) Relationships with advisors and consultants
An outside officer shall not be currently acting and shall not have acted in the past three years as either of thefollowing:
1) A proper employee, partner or employee of Pigeon Group’s Independent Auditor or a proper employee,
partner or employee of a certified public accountant or an audit firm that provides advice to PigeonGroup on accounting matters2) A person who does not fall under any of the above, but is a certified public accountant, tax accountant,
attorney or other consultant (or in cases where the person is a corporation, association or other entity, aproper employee, partner or employee thereof) and who gains from Pigeon Group a substantial amount ofcash (Note 4) or other assets other than remuneration for Directors and Audit & Supervisory Board
Members(v) Relationships with donation recipients
An outside officer shall not be currently acting and shall not have acted in the past three years as director,
auditor or employee of a corporation or other entity that receives substantial donations (Note 5) from PigeonGroup.
(vi) Relationships involving close relatives
An outside officer shall not be a close relative (Note 6) of any person mentioned in (i) to (v) above (excluding
immaterial person).
(Note 1) A “major business partner of Pigeon Group” refers to a business partner with respect to which the
Pigeon Group’s business transactions with such business partner in the most recent fiscal year amount to 2%
or more of annual consolidated net sales of Pigeon Group.
(Note 2) A “business partner who has major transactions with Pigeon Group” refers to a business partner withrespect to which such business partner’s business transactions with Pigeon Group in the most recent fiscal
year amount to 2% or more of annual consolidated net sales of the business partner.
(Note 3) A “major shareholder” refers to a shareholder who holds 10% or more of the voting rights in the
Company (including indirect shareholdings).
(Note 4) A “substantial amount of cash” refers to an amount of cash over the past three years averaging 10
million yen or more per year in the case of an individual, or averaging 2% or more of consolidated net sales or
total revenues in the case of an entity.
(Note 5) “Substantial donations” refers to average donations over the past three years of 10 million yen or
more annually, or exceeding 2% of an entity’s consolidated net sales or its total revenues, whichever is higher.
(Note 6) A “close relative” refers to a spouse or a relative who is within the second degree of kinship.
(Supplementary Principle 4.10.1)
In order to ensure a high degree of independence, objectivity, and transparency in the decision-making process
for the selection, dismissal, and nomination of Directors and in the design and operation of the executive
remuneration system, the Company established a Voluntary Nominating Committee and Remuneration
Committee as advisory panels to the Board of Directors. In addition, we believe that it is important to have asystem that reflects the opinions and intentions of Independent Outside Directors by having a majority of thecommittee members consisting of Independent Outside Directors and by having the committee deliberate in anadvisory panel independent of the Board of Directors, prior to decisions by the Board of Directors regarding thenomination of Director candidates and compensation of individual Directors, in order to exercise appropriate
supervision over individual Directors and the Board of Directors. Based on this concept, the Voluntary
Nominating Committee and Remuneration Committee are composed of at least five members, the majority ofwhom are Independent Outside Directors. In addition, the members of both committees are determined byresolution of the Board of Directors, and the chairpersons of the committees are nominated from among thecommittees’ members who are Independent Outside Directors and determined by resolution of the committees.
The Voluntary Nominating Committee and Remuneration Committee deliberate in consultation with the Board- 19 -

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of Directors and provide advice and recommendations to the Board of Directors. For more specific matters to bedeliberated on, refer to the main agenda of the above I. [Disclosure Based on the Principles of the Corporate
Governance Code] and 3.(3) <<Executive remuneration policy>> and (4) <<Executive nomination policy>>.
（ Principle 4.11 Prerequisites for ensuring the effectiveness of the Board of Directors and the Audit &Supervisory Board）
１．Skill Matrix
To ensure the effectiveness of the Company’s Board of Directors and Audit & Supervisory Board, we believe
clarifying the expertise of every Director and Audit & Supervisory Board Members that make up each collegial
body is an essential prerequisite.
Accordingly, the below skills matrix clarifies their expertise.

(*1) A maximum of five main areas of expertise are presented for each person.
(*2) SCM: Supply Chain Management
２．Story of how we set the expertise for the skill matrix（the underlined sections below respond to each item of
the “Expertise demanded of the Board of Directors.”）（１）Connection between Pigeon DNA, Pigeon Way, Purpose, and Key Issues (Materiality)
The Company positions its corporate philosophy “Love” and the credo “Only love can beget love” as the Pigeon
DNA, which is the core of Pigeon and will be upheld into the future as an unchanging spirit. Our Purpose “Wewant to make the world more baby-friendly by furthering our commitment to understanding and addressing babies’
unique needs” is positioned as the core of the Pigeon Way, the cornerstone of all our activities. The Pigeon Way
embodies our “heart and soul” and sets the grounds for our actions to stream from this core. We believe that byrealizing the “Purpose” through collaboration with our external stakeholders, including customers, business
partners, shareholders, and local communities, we can continue to be recognized as essential to society and also
contribute to the creation and realization of a sustainable society that is the basis for coexistence with our
stakeholders.
Therefore, we have established five Key Issues that must be resolved and realized in the process of realizing the“Purpose”.
As listed below, each area of expertise outlined in the skills matrix is necessary to address these priority
materialities.
By solving and realizing the Key Issues through the demonstration of the expertise listed in the skills matrix, we- 20 -

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Pigeon Corporation
CORPORATE GOVERNANCE
intend to achieve sustainable growth as the Pigeon Group, increase our corporate value (social value and economic
value), contribute to the creation and realization of a sustainable society, and thereby fulfill our “Purpose”.
１）Enhancing Business Competitiveness and Resilience
The Company has developed basic research, including early development research and nursing research, behavior
observation, and design capabilities through focusing on babies’ natural state and thoroughly investigating theirdevelopment process.
We have ensured design quality based on the “Pigeon Quality Standard (PQS),” Pigeon’s own standard thatstrives for safety, durability, and usability. Also, we have ensured manufacturing quality based on “Pigeon
Productive Management (PPM).” Building upon PQS and PPM, the core of the Company that has been cultivateduntil now is the manufacture and provision of products that use raw materials that are safe for babies (supply chain
management).
By further strengthening and enhancing the core, we will build a robust product supply system. Based on the
product supply system, we will focus our efforts on support for breastfeeding for babies and healthy skin to meet
our customers’ expectations as a manufacturer of childcare products.
In addition, in order to launch products that exceed our customers’ expectations, we will continue to listen
carefully to our customers’ opinions and pursue designs and products that express Pigeon's view and uniquecharacteristics based on the knowledge gained from our business and industry experience and through marketing.
We will actively create new businesses to develop them as global businesses, especially in untapped markets ofdeveloping countries and regions, including Africa.
Through these efforts, we aim to become essential to society by expanding our corporate value over the mediumto long-term.
２）Reducing our Environmental Impact
Pigeon is committed to “environmentally-friendly manufacturing” as a responsibility that we must fulfill
because we are “committed to understanding and addressing babies’ unique needs.” Based on ensuring high design
quality based on PQS and manufacturing quality based on PPM, we plan and develop environmentally-friendly
products, achieve recycling-oriented manufacturing that reduces plastic use, reduce greenhouse gas emissions(Scopes 1, 2, and 3), which is a common environmental issue worldwide, and implement other initiatives unique
to Pigeon to reduce our own environmental impact in a sustainable manner.
３）Contributing to the Resolution of Social Issues
To realize the Purpose “We want to make the world more baby-friendly by furthering our commitment tounderstanding and addressing babies’ unique needs,” we provide products and services to babies and their families
to support the growth of each and every baby. It is also essential to promote environmentally and socially
responsible procurement (CSR procurement) for these products and services throughout the supply chain.
It is also necessary to promote community involvement and other forms of support for the problems (social
issues in childcare) that babies and families in different countries around the world are facing, which we haverealized and faced, because we have always been “committed to understanding and addressing babies’ uniqueneeds.”We are convinced that Pigeon’s unique contribution to society is helping to resolve social issues surrounding
babies and families and pursuing a society in which everyone can raise their children with peace of mind into the
future.
４）Managing Talent and Cultivating the Right Culture for our Purpose
With the corporate philosophy “Love” and the credo “Only love can beget love” as the Pigeon DNA, it is anunchanging spirit and responsibility into the future for Pigeon’s employees and executives to make the Purpose“We want to make the world more baby-friendly by furthering our commitment to understanding and addressing
babies’ unique needs” the cornerstone of all our activities and the grounds for our “heart and soul” and actions.
In response to this responsibility, we are committed to cultivating the right culture in which each and every
employee can continue to take on challenges while shining in his or her own way.
This means being a company where each and every employee and executive feels rewarded and can achieveself-fulfillment and growth by fostering an organizational culture that allows employees to take on various
challenges, including global business operations without regard to nationality or place of residence, and byenhancing our human capital through increased investment in human resources. In doing so, we must pay sufficientattention to work-life balance and health management and maintenance and the actions should be based on our- 21 -

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Pigeon Corporation
CORPORATE GOVERNANCE
corporate culture, centered on the Pigeon DNA and the Pigeon Way.
In addition, when Pigeon employees and executives recognize and respect each other's differences in race,
gender, nationality, etc., as they are, that it is the achievement of diversity & inclusion, the creation of new value
through tolerance for diversity based on global and international sense, and care for other people. This is love, ourcorporate philosophy and DNA. We cherish and promote this value.
５）Establishing Solid Management Foundations
In order to resolve and realize the Key Issues of “enhancing business competitiveness and resilience,”“reducing our environmental impact,” “contributing to the resolution of social issues,” and “managing talent andcultivating the right culture for our Purpose,” we need to establish solid management foundations to underpin
them. As the base for this, we will establish a system that enables us to aggressively and boldly take onchallenges to improve our corporate value over the medium- to long-term.
Specifically, we will improve profitability and capital productivity through sound and appropriate corporate
finance (finance and accounting); enhance corporate governance (legal affairs, compliance, and risk management);
and adopt and implement management and business strategies backed by the strength of the Pigeon’s brand that isbuilt on our commitment to address babies’ unique needs. In doing this, we will incorporate various opinions fromoutside the Company based on sufficient experience concerning the business and the industry to which theCompany belongs, and place importance on dialogue with stakeholders to build a strong management base forsustainable growth, with the aim of strengthening our group governance, compliance, and risk management.
（２）Connection with the Eighth Medium-Term Business Plan
When setting the expertise for the skill matrix, we considered the key strategies of the Seventh Medium-TermBusiness Plan in addition to the Pigeon DNA, the Pigeon Way, our Purpose and Key Issues. This is because forcompany executives to realize the Pigeon DNA, the Pigeon Way, our Purpose, and Key Issues, promotion of the
key strategies of the Seventh Medium-Term Business Plan matches the intention of not only the Company but also
the shareholders who have nominated the executives.
From this perspective:
Premise: Building on sufficient experience concerning the business and the industry to which the Company
belongs, management and business strategy that is backed by solid corporate finance (finance and accounting)that realizes sustainable growth, corporate governance (law, compliance, and risk management) and brand,along with the fostering of human capital and corporate culture of employees who play the leading role indevelopment and implementation of each strategy as a common foundation:
In order to realize the theme: For Sustainable Growth: Restructuring our business structure in response to global
economic, political and environmental changes, we have set the following strategies:
１）Brand strategy: By portraying “the world more baby-friendly” in the Purpose “We want to make the world
more baby-friendly by furthering our commitment to understanding and addressing babies’ unique needs” asa vision of the future society we aim to create, we will promote business activities to realize the Purpose andaccelerate the integration of our branding and business strategies. In addition, we will focus on improving
our brand strength through our products by highlighting the unique characteristics of Pigeon, providing aconsistent brand experience, and through co-creation with customers and society.
２）Product strategy: We will strengthen “monozukuri” (manufacturing) and stable supply of products based on
Pigeon's strengths in design, R&D, product development and supply chain management, and concentrate oncore categories (nursing bottles and baby skincare). We will also explore new business areas with an eye toglobal expansion including entry into untapped countries and regions as well as the development of new
products that contribute to solving social issues identified in the Key Issues.
３）Regional strategy: We will strengthen our self-sufficiency system in each business, focusing on management
and business strategies, as well as the enhancement of the human capital, finance and accounting, legal affairs
and risk management. We will also actively improve efficiency and profitability through innovations in
production and sales systems tailored to market characteristics, stabilize supply chains, and prepare for
expansion into new markets.
Through the above, by the Company’s executives holistically possessing the expertise listed in the skills matrix,- 22 -

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Pigeon Corporation
CORPORATE GOVERNANCE
we will be able to respond to the above three key strategies of the Eighth Medium-Term Business Plan.
(Supplementary Principle 4.11.1)
Please refer to I. [Disclosure Based on the Principles of the Corporate Governance Code], 3. (iv) <<Executive
nomination policy>>, above.
(Supplementary Principle 4.11.2)
The Company discloses the notable concurrent positions of Directors and Audit & Supervisory Board Members,
including Outside Directors and Outside Audit & Supervisory Board Members, in the convocation notice of theOrdinary General Meeting of Shareholders each year and the annual securities report. No limit on the number ofconcurrent positions allowed is formally set, since the practical manner in which each individual is involved in
the roles and responsibilities of a Director or Audit & Supervisory Board Member of the Company is more
important. The Company instead indicates the number of meetings of the Board of Directors to be held each year
in advance, and schedules the meetings so that members are able to attend.
(Supplementary Principle 4.11.3)
The Company conducts an annual evaluation of the effectiveness of the Board of Directors in order to strengthen
it and improve its governance. The summary of the results for FY2023 is disclosed on the Company’s website.
Please refer to the following URL:
https://www.pigeon.com/sustainability/governance_top/governance/(Supplementary Principle 4.14.2)
In order to appropriately fulfill their expected roles and responsibilities, Directors and Audit & Supervisory Board
Members will make an effort to acquire the knowledge required to perform their duties. They will do this byundergoing training through joining the Japan Association of Corporate Directors and the Japan Audit &Supervisory Board Members Association, gathering the latest information and attending seminars, etc., held byboth associations as well as various outside seminars.
Also, particularly for Directors who have been in office for a short period of time, the Company is focusing on
corporate governance and finance training. The Company is also providing books as well as holding internal study
sessions.
5. Dialogue with Shareholders(Principle 5.1 Policy for Constructive Dialogue with Shareholders)
In accordance with the Company’s Disclosure Policy, the Company strives to disclose fair, timely, andappropriate information to its shareholders and investors.
The Business Strategy Department has been established as the department in charge of IR, and the responsible
person in charge is the Business Strategy Division Manager. The Company holds second quarter and annual
results briefings as well as Medium-Term Business Plan briefings, which are attended by the President and CEO,and others. With a view toward increasing the transparency and reliability of operating information, domestic
and overseas IR activities are considered and carried out with the attendance of the Director in charge of the IR
Department, the President and CEO, other Internal Directors, and Outside Directors, based on meeting content
and necessity.
For details regarding IR activities, please refer to III. “2. Investor Relations Activities,” below.

(Supplementary Principle 5.2.1)
The Company recognizes that the appropriate allotment of management resources is vital for sustainablegrowth and improving medium- to long-term corporate value. Accordingly, we will conduct an annual
review of the business portfolio at a meeting of the Board of Directors held in February or March after thesettling of accounts. Each business is evaluated using the three following evaluation criteria: 1. Purpose of
the Pigeon Way; (does this business contribute to realizing Purpose?); 2. Economic value (can this businessproduce profit exceeding the cost of capital?); 3. Social value (does this business contribute to solving- 23 -

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Pigeon Corporation
CORPORATE GOVERNANCE
social issues?). Based on these criteria, we confirm our basic stances of “investment and growth,”“maintain the status quo,” “restructure,” and “reduction and withdrawal” for each business.
[Actions to Implement Management Approach Conscious of Cost of Capital and Share Price] [Available in
English]We are promoting internal initiatives to achieve management with an awareness of capital costs and stock
prices, and are striving to further improve corporate value.
For details, please refer to the following URL :https://www.pigeon.com/ir/library/capital_costs_management/[Status of dialogue with shareholders, etc]
We actively engages in responsible dialogue with shareholders and other investors through IR meetings andfinancial results briefings, etc.
For details, please refer to the following URL :https://www.pigeon.com/sustainability/governance_top/investor/
2. Capital Structure
Ratio of Shares Held by Foreigners

20% or more and less than 30%[Major Shareholders]Name or Designation
THE MASTER TRUST BANK OF JAPAN, LTD.
(TRUST ACCOUNT)CUSTODY BANK OF JAPAN, LTD.
(TRUST ACCOUNT)BNYMSANV RE MIL RE FIRST SENTIERINVESTORS ICVC - STEWART INVESTORSASIA PACIFIC LEADERS SUSTAINABILITY
FUND
STATE STREET BANK CLIENT OMNIBUS
OM04
THE BANK OF NEW YORK MELLON 140051
Yoichi Nakata
Y. N Co., Ltd
THE NOMURA TRUST AND BANKING CO.,LTD. (INVESTMENT TRUST ACCOUNT)STATE STREET BANK WEST CLIENT TREATY 505234
THE NOMURA TRUST AND BANKING CO.,LTD. (TRUST ACCOUNT)

Number of Shares Held
(Shares)
22,815,300

Shareholding Ratio
(%)
19.05

10,660,900

8.90

5,283,300

4.41

2,211,865

1.85

2,090,700
1,944,304
1,678,000
1,550,600

1.75
1.62
1.40
1.29

1,442,300

1.20

1,349,700

1.13

Controlling Shareholder (excluding parent company) ———Parent Company
None
Supplementary Explanation
While the following Reports of Possession of Large Volume are open to public inspection, the Company
has not been able to verify the number of shares actually held. Consequently, the above [Major
Shareholders] is based on the Shareholders’ Register.
1) Report of Possession of Large Volume (Change Report) submitted by two affiliates of the Sumitomo Mitsui
Trust Bank, Limited on November 7, 2023, stating that they held 5,934,000 shares- 24 -

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Pigeon Corporation
CORPORATE GOVERNANCE
2) Report of Possession of Large Volume (Change Report) submitted by Baillie Gifford & Co. and one of its
affiliates on December 21, 2023, stating that they held 5,297,000 shares
3) Report of Possession of Large Volume (Change Report) submitted by seven affiliates of Mitsubishi UFJ
Financial Group, Inc. on April 1, 2024, stating that they held 11,698,000 shares
4) Report of Possession of Large Volume (Change Report) submitted by Nomura Securities Co., Ltd. and twoof its affiliates on April 5, 2024, stating that they held 8,233,000 shares
3. Corporate Attributes
Stock Exchange Listings and Market Classification
Fiscal Year-end
Industry
Number of Employees (Consolidated) as of the
End of the Previous Fiscal YearNet Sales (Consolidated) as of the
End of the Previous Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal YearTokyo Prime Market
December
Other products
1,000 or more
¥10 billion or more and less than ¥100 billion
10 or more and less than 50

4. Guideline on Protection of Minority Shareholders in Conducting Transactions with Controlling
Shareholders———
5. Other Exceptional Circumstances that Might Have a Material Impact on Corporate Governance
The Company has no parent company or listed subsidiary.

- 25 -

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Pigeon Corporation
CORPORATE GOVERNANCE
II Overview of Business Management Organization and Other Corporate Governance
Systems related to Managerial Decision-Making, Business Execution, and Management
Supervision
1. Items Relating to Organization Structure and Operations, etc.
Form of Organization
Company with Audit & Supervisory Board
Members[Directors]
Number of Directors Stipulated in the Articles ofIncorporation
Term of office of Directors Stipulated in the Articles
of Incorporation
Chairperson of the Board of Directors
Number of Directors
Election of Outside Directors
Number of Outside Directors
Number of Outside Directors Designated as
Independent Officers

11
One year
Outside Director
9Elected5
5

Relationship with the Company (1)Name

Relationship with the Company *b c d ef g hijAttributesakRehito Hatoyama
From another company
Chiaki Hayashi
From another company
Eriko Yamaguchi
From another company
Yumiko Miwa
Academic
Hidenori Nagaoka
From another company* Selection criteria regarding relationship with the Company* “○” if the individual in question “presently/recently” falls under each item; “△” if he/she had “in the past”
fallen under each item.
* “●” if a close relative of the individual in question “presently/recently” falls under each item; “▲” if he/she
had “in the past” fallen under each item.
a. A person who executes business of the Company or its subsidiaryb. A person who executes business or a non-executive director of the parent of the Company
c. A person who executes business of a fellow subsidiary of the Company
d. A person/entity for which the Company is a major business partner or a person who executes business forsuch person/entity
e. A major business partner of the Company or a person who executes business for such business partner
f. A consultant, accounting expert or legal expert who receives large amounts of cash or other assets inaddition to remuneration for directors and audit & supervisory board members from the Company
g. A major shareholder of the Company (in cases where the shareholder is a corporation, a person who
executes business of the corporation)h. A person who executes business for a business partner of the listed company (excluding persons
categorized as any of d, e or f above) (relates exclusively to the individual in question)
i. A person who executes business for another company holding cross-directorship/cross-auditorship with theCompany (relates exclusively to the individual in question)
j. A person who executes business for an entity receiving contributions from the Company (relates
exclusively to the individual in question)k. Others- 26 -

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Pigeon Corporation
CORPORATE GOVERNANCE
Relationship with the Company (2)NameRehito Hatoyama

Independent
Officer○

Supplementary
Explanation
relating to These Items
Although theCompany andtranscosmos inc., atwhich Mr. Hatoyama
has a significant
concurrent position,
have a transactional
relationship, thetransaction amount
was less than 1 million
yen (for the fiscal year
ended December 31,2023), which
comprises less than
1% of the Company’s
consolidated net sales.
Accordingly, he has
been judged to have norisk of a conflict ofinterest occurring withgeneral shareholders,and has been
designated as an
Independent Officer.
(Significant
Concurrent Positions)
CEO of Hatoyama
Soken Corporation,
Outside Director oftranscosmos inc.

- 27 -

Reason for Election
He has abundant experience and a wealthof knowledge regarding management interms of international business strategy
and execution of such strategy inoperating companies, corporate
governance, etc. Moreover, he has beenfurther enhancing the effectiveness of theBoard of Directors in part by facilitating
active discussions and managing theproceedings in serving as Chairman of theBoard of the Company since March 2023.
We have elected him as an Outside
Director because of the useful advice andrecommendations that he can give basedon the aforementioned experience, as well
as of the leadership that he has
demonstrated as the Chairman of theBoard.
Furthermore, the Company has designatedhim as an independent officer because it isjudged that, by not falling under theconditions provided in III. 5. (3)-2 of the
Guidelines Concerning Listed Company
Compliance, etc., and the conditions
provided in Rule 211, Paragraph 4, Item 6of the Enforcement Rules for Securities
Listing Regulations, there is no risk of aconflict of interest occurring with generalshareholders.

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE

Name

Chiaki Hayashi

Independent
Officer○

Supplementary
Explanation
relating to These Items
Although theCompany and
Loftwork Inc., atwhich Ms. Hayashi
has a significant
concurrent position,
have a transactional
relationship, thetransaction amountwas 2 million yen (forthe fiscal year ended
December 31, 2023) ,which comprises lessthan 1% of theCompany’s
consolidated net sales.
Accordingly, she has
been judged to haveno risk of a conflict ofinterest occurring withgeneral shareholders,and has been
designated as an
Independent Officer.
(Significant
Concurrent Positions)Representative
Director of Q0 Inc.,
Director of Loftwork
Inc.,
Chief Executive
Officer of Hidakuma
Co., ltd,
Outside Director of
JINS HOLDINGS
Inc.

- 28 -

Reason for Election
She co-founded Loftwork Inc., which
deals with various design projects, and hasabundant project management experience(online, physical spaces, community, andbusiness). She is also proactively involved
in MTRL, a platform for creators andmanufacturers that seeks new possibility
for materials. She also has abundant
experience in co-creation as the Assistant
Director at the MIT Media Lab and has
won various creative awards. Whiledriving business as an entrepreneur, she
serves as a member of various committees
including METI’s Industrial Structure
Council. We have elected her as an
Outside Director because of the usefuladvice and recommendations for the
management of business in the productdevelopment field of the Company she
offers, which advocates a Design Driven
company, by leveraging her wealth ofknowledge and experience.
Furthermore, the Company has designatedher as an independent officer because it isjudged that, by not falling under theconditions provided in III. 5. (3)-2 of the
Guidelines Concerning Listed Company
Compliance, etc., and the conditions
provided in Rule 211, Paragraph 4, Item 6of the Enforcement Rules for Securities
Listing Regulations, there is no risk of aconflict of interest occurring with generalshareholders.

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE

Name

Independent
Officer

Supplementary
Explanation
relating to These Items

Designated as an
Independent Officer

Eriko Yamaguchi○(Significant
Concurrent Positions)
CEO of
MOTHERHOUSE
Co., Ltd.,Managing Director of
MATRIGHOR
Limited,Director of
MOTHERHOUSE
TAIWAN Co., Ltd.

- 29 -

Reason for Election
She established MOTHERHOUSE Co.,
Ltd., which operates under the philosophyof “we spotlight the potential of developing
countries through our products to establish
an international brand” and conducts
business that aims to “manufacture
products in developing countries that truly
satisfy customers.” In addition to business
management, she also drives business as
the head of product design. She cultivates
local production in developing countries
and enriches those regions by creating
brands that pursue the possibilities of local
natural material, thereby promoting thecirculation of consumer activities there.
With such activities recognized, she won
various awards both in Japan and overseas
as a globally active female entrepreneur.
We have elected her as an Outside Director
because of the useful advice andrecommendations for the management ofbusiness including business strategy of theCompany, which advocates a Design
Driven company aiming to further expand
overseas business, she provides byleveraging her wealth of experience andhigh level knowledge.
Furthermore, the Company has designatedher as an independent officer because it isjudged that, by not falling under theconditions provided in III. 5. (3)-2 of the
Guidelines Concerning Listed Company
Compliance, etc., and the conditions
provided in Rule 211, Paragraph 4, Item 6of the Enforcement Rules for Securities
Listing Regulations, there is no risk of aconflict of interest occurring with generalshareholders.

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE

Name

Independent
Officer

Supplementary
Explanation
relating to These Items

Designated as an
Independent Officer

Yumiko Miwa○

(Significant
Concurrent Positions)
Professor, School ofCommerce, Meiji
University
Representative
Director of I-O
Wealth Advisors, Inc.
Member, FundManagement
Committee, National
Federation of Mutual
Aid Associations for
Municipal Personnel
Outside Director of
Eisai Co., Ltd.
Member, Pension
Asset Management
Review Committee,
The Mutual Aid
Association ofPrefectural
Government
Personnel- 30 -

Reason for Election
She is an expert in ESG and corporate
governance, having conducted research
related to the development of institutional
investors and corporate governance,engagement of institutional investors, and
ESG investment. In addition, she has
knowledge of finance and accounting, andas a manager of a company engaged in theasset management education business, she
has a high level of insight into
management and supervisory ability witha focus on finance and accounting. ESG
and corporate governance initiatives are
becoming more important today, we haveelected her as an Outside Director becauseof the useful advice and recommendations
for the management strategy and theimprovement of corporate governance of
the Company, which advocates a Design
Driven company, by leveraging her highlevel knowledge and wealth of experience.
Furthermore, the Company has designatedher as an independent officer because it isjudged that, by not falling under theconditions provided in III. 5. (3)-2 of the
Guidelines Concerning Listed Company
Compliance, etc., and the conditions
provided in Rule 211, Paragraph 4, Item 6of the Enforcement Rules for Securities
Listing Regulations, there is no risk of aconflict of interest occurring with generalshareholders.

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Pigeon Corporation
CORPORATE GOVERNANCE
Independent
Officer

Name

Supplementary
Explanation
relating to These Items

Designated as an
Independent Officer

Hidenori Nagaoka(Significant
Concurrent Positions)
Director CFO of
CARTA HOLDINGS,
INC.
President & CEO ofCARTAVENTURES, Inc.

○

Presence or Absence of a Voluntary Committee
Equivalent to a Nominating Committee orRemuneration Committee

Reason for Election
He has a wealth of knowledge in corporate
management nurtured through extensive
experience from serving at a management
consulting company to launching aventure enterprise and currently serving as
Director CFO. As an Outside Director, we
expect him to use this knowledge toprovide useful advice andrecommendations on the Company’s
management strategies. In consideration of
the fact that the Board of Directors of theCompany is composed of Directors withvarious specialties and experiences, etc.,
and based on his career, specialties andabilities, we judged that he is capable offulfilling the roles expected above andelected him as an Outside Director.
Furthermore, the Company has designatedhim as an independent officer because it isjudged that, by not falling under theconditions provided in III. 5. (3)-2 of the
Guidelines Concerning Listed Company
Compliance, etc., and the conditions
provided in Rule 211, Paragraph 4, Item 6of the Enforcement Rules for Securities
Listing Regulations, there is no risk of aconflict of interest occurring with generalshareholders.

Yes

Status of Voluntary Committees, Composition of Members, and Attributes of Chairperson
Voluntary
Committee
Equivalent toa Nominating
Committee
Voluntary
Committee
Equivalent toaRemuneration
Committee

Name ofCommittee

Total
Members

Standing
Members

Internal
Directors

OutsideDirectors

OutsideExperts

OthersChairperson

Nominating
Committee

5

0

2

3

0

0

OutsideDirector

Remuneration
Committee

5

0

2

3

0

0

OutsideDirector

Supplementary Explanation
At the meetings of the Board of Directors held on December 3, 2018 and September 2, 2019, the Board
resolved to establish a Voluntary Remuneration Committee and a Voluntary Nominating Committee,
respectively. Both are advisory bodies to the Board of Directors, and are voluntary committees chaired by an
Independent Outside Director, with a majority consisting of Independent Outside Directors. Please refer to I.
- 31 -

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Pigeon Corporation
CORPORATE GOVERNANCE[Disclosure Based on the Principles of the Corporate Governance Code], 3. (iii) <<Executive remuneration
policy>>, and 3. (iv) <<Executive nomination policy>>, above for the purview of each committee and otherdetails.
[Audit & Supervisory Board Members]
Establishment of the Audit & Supervisory Board
Number of Audit & Supervisory Board Members
Stipulated in the Articles of Incorporation
Number of Audit & Supervisory Board Members

Yes
4
4

Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit
Department
Audit & Supervisory Board Members, the Internal Audit Department, and Accounting Auditors mutuallycollaborate by holding regular debriefing sessions and, at any time as necessary, exchanging informationand opinions.
Audit & Supervisory Board Members attend meetings of both the Board of Directors and the Management
Committee, where they deploy their experience in the field to swiftly resolve issues. In addition toenhancing the supervisory function through expression of opinions and the like, Audit & Supervisory
Board Members listen to Directors, view important resolution documents, examine the current status ofbusiness and financial assets, and otherwise conduct meticulous supervision and oversight particularly inaccordance with audit policy and segregation of duties. They also meet regularly with the President andCEO, receive reports on matters such as important company issues, and carry out frank exchanges of
opinions.
Furthermore, an Audit Department under the direct control of the President and CEO was established as
the Internal Audit Department, which regularly implements internal audits on the Company and its
domestic and overseas Group companies from the perspective of confirming operational effectiveness,
efficiency, compliance, and asset preservation. Audit results are reported to all Directors and Audit &Supervisory Board Members, and suggestions for improvement and follow-ups are implemented.
Election of Outside Audit & Supervisory Board
Members
Number of Outside Audit & Supervisory Board
Members
Number of Outside Audit & Supervisory Board
Members designated as Independent Officers

Elected2
1

Relationship with the Company (1)Name

Relationship with the Company *c d e f g h i j k

Attributesa bl m
Koichi Otsu
From another company△
Atsuko Taishido
Attorney* Selection criteria regarding relationship with the Company* “○” if the individual in question “presently/recently” falls under each item; “△” if he/she had “in the past”
fallen under each item.
* “●” if a close relative of the individual in question “presently/recently” falls under each item; “▲” if he/she
had “in the past” fallen under each item.
a. A person who executes business of the Company or its subsidiaryb. A non-executive director or a “Kaikei-Sanyo” (accounting advisor) of the Company or its subsidiaryc. A person who executes business or a non-executive director of the parent of the Company
d. An Audit & Supervisory Board Member of the parent of the Company
e. A person who executes business of a fellow subsidiary of the Company
f. A person/entity for which the Company is a major business partner or a person who executes business for- 32 -

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Pigeon Corporation
CORPORATE GOVERNANCE
such person/entity
g. A major business partner of the Company or a person who executes business for such business partner
h. A consultant, accounting expert or legal expert who receives large amounts of cash or other assets inaddition to remuneration for directors and audit & supervisory board members from the Company
i. A major shareholder of the Company (in cases where the shareholder is a corporation, a person who
executes business of the corporation)
j. A person who executes business for a business partner of the listed company (excluding persons
categorized as any of f, g or h above) (relates exclusively to the individual in question)
k. A person who executes business for another company holding cross-directorship/cross-auditorship with theCompany (relates exclusively to the individual in question)
l. A person who executes business for an entity receiving contributions from the Company (relates
exclusively to the individual in question)
m. Others- 33 -

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE
Relationship with the Company (2)Name

Koichi Otsu

Independent
Officer○

Supplementary
Explanation
relating to These Items
Mr. Otsu is a part-time
lecturer at Waseda
Business School(Graduate School ofBusiness andFinance), and while
the Company donatedan annual amount of
two million yen to theuniversity (for the
fiscal year ended
January 31, 2019), thisdonation amount issmall, as stated above.
Accordingly, he has
been judged to haveno risk of a conflict ofinterest occurring withgeneral shareholders,and has been
designated as anindependent officer.
(Significant
Concurrent Positions)
President of Otsu
International, Inc.,
Visiting Professor,
Graduate school ofBusiness
Breakthrough
University- 34 -

Reason for Election
He has professional expertise and deep
foresight in the realm of accounting andfinance, as well as sufficient experiencein providing recommendations andproposals regarding management from a
broad perspective and teaching corporate
finance at a variety of educational
institutions. He is currently executing his
duties appropriately as an Outside Audit& Supervisory Board Member throughadvice and proposals based on his
professional expertise and abundant
knowledge and experience. Therefore,
the Company has appointed him as an
Outside Audit & Supervisory Board
Member.
Furthermore, the Company has
designated him as an independent officer
because it is judged that, although hefalls under Rule 211, Paragraph 4, Item
6, Clause j of the Enforcement Rules for
Securities Listing Regulations in theconditions provided in III. 5. (3)-2 of the
Guidelines Concerning Listed Company
Compliance, etc. and the conditions
provided in Rule 211, Paragraph 4, Item
6 of the Enforcement Rules for Securities
Listing Regulations, the involved amountis small, as indicated at left, and thus
there is no risk of a conflict of interest
occurring with general shareholders.

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE

Name

Independent
Officer

Atsuko Taishido

Supplementary
Explanation
relating to These Items
It is judged that there
is no risk of a conflictof interest occurring
between Ms. Taishido
and generalshareholders, as she
does not fall under theconditions provided inIII. 5. (3)-2 of the
Guidelines
Concerning Listed
Company
Compliance, etc., andthe conditions
provided in Rule 211,
Paragraph 4, Item 6 of
the Enforcement Rules
for Securities Listing
Regulations.
However, in
accordance with therules set by Mori
Hamada &Matsumoto, to which
she belongs, theCompany has notdesignated orregistered her as anindependent officer.
(Significant
Concurrent Positions)
Partner of Mori
Hamada &Matsumoto,Outside Audit &Supervisory Board
Member of JCOM
Co., Ltd,
Outside Director and
Audit and Supervisory
Board Member of
T&D Holdings, Inc.

[Independent Officers]
Number of Independent Officers

6- 35 -

Reason for Election
She has professional expertise as an
attorney and high-level insight regarding
various risks in global corporate
management. In addition, she also
possesses abundant experience in solving
corporate management problems ofmany companies as an attorney,particularly in the realm of corporate
governance and internal control. She iscurrently executing her duties
appropriately as an Outside Audit &Supervisory Board Member throughadvice and proposals based on her
professional expertise and abundant
knowledge and experience. Therefore,
the Company has appointed her as an
Outside Audit & Supervisory Board
Member.

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE
Other Information on Independent Officers
The main activities of the Independent Directors/Audit & Supervisory Board Members during the fiscal
year ended December 31, 2023 (the fiscal year from January 1, 2023 to December 31, 2023) are as
follows.
Rehito Hatoyama
Mr. Hatoyama attended all seven meetings of the Board of Directors and all six meetings of theGovernance Committee held during the fiscal year. As the Chairman of the Board, he leads proactive
discussions at Board meetings. Also, based on his abundant experience and wealth of knowledge on
management and corporate governance, etc., in establishing and executing overseas business strategy inoperating companies, he gives his opinions and asks questions about the Company’s management,
business and human resource strategies when examining potential new businesses (the business portfolio),
human capital / promotion of women, progress of the Eighth Medium-term Business Plan and others at
meetings of the Board and on other occasions. He thus fulfills the roles expected of him in an appropriatemanner. In addition, as chairman of the Governance Committee, he expresses his opinions that will lead tothe improvement of corporate governance based on the aforementioned knowledge and gathers theopinions of each committee member, and fulfills his responsibilities as chairman.
Chiaki Hayashi
Ms. Hayashi attended all seven meetings of the Board of Directors and all six meetings of the GovernanceCommittee held during the fiscal year, as well as all three meetings of the Voluntary Remuneration
Committee held after she became a member of the Committee on March 30, 2023. When formulating theEighth Medium-term Business Plan and revising the Pigeon Way and Key Issues (Materiality), etc. at theBoard of Directors meetings and other meetings, Also, based mainly on her management experience of an
operating company and wealth of knowledge and experience on design and manufacturing products, shegives her opinions and asks questions about the Company’s management, business and human resource
strategies when examining potential new businesses (the business portfolio), human capital / promotion of
women, progress of the Eighth Medium-term Business Plan and others at meetings of the Board and onother occasions. She thus fulfills the roles expected of her in an appropriate manner. In addition, sheprovides her opinions about officers’ remuneration from an independent and objective perspective atmeetings of the Voluntary Remuneration Committee, and expresses her opinions that will lead to theimprovement of corporate governance based on the aforementioned knowledge and experience atmeetings of the Governance Committee.
Eriko Yamaguchi
Ms. Yamaguchi attended all seven meetings of the Board of Directors and six of the seven meetings of the
Voluntary Nominating Committee held during the fiscal year as well as all two meetings of the Voluntary
Remuneration Committee held before her resignation from the Committee on March 30, 2023. Also,
based mainly on her wealth of experience and high level of knowledge cultivated through conducting
business that aimed to manufacture products and create brands in developing countries, she gives her
opinions and asks questions about the Company’s management, business and human resource strategies
when examining potential new businesses (the business portfolio), human capital / promotion of women,
progress of the Eighth Medium-term Business Plan and others at meetings of the Board and on otheroccasions. She thus fulfills the roles expected of her in an appropriate manner. In addition, she expresses
her opinions at meetings of the Voluntary Remuneration Committee and the Voluntary Nominating
Committee from an independent and objective standpoint.
Yumiko Miwa
Ms. Miwa attended all seven meetings of the Board of Directors, all five meetings of the Voluntary
Remuneration Committee, and all seven meetings of the Voluntary Nominating Committee held during
the fiscal year. Also, based mainly on her high level of knowledge and wealth of experience as an expert
in ESG and corporate governance, she gives her opinions and asks questions about the Company’s
management, business and human resource strategies when examining potential new businesses (the- 36 -

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Pigeon Corporation
CORPORATE GOVERNANCE
business portfolio), human capital / promotion of women, progress of the Eighth Medium-term Business
Plan and others at meetings of the Board and on other occasions. She thus fulfills the roles expected of her
in an appropriate manner. She thus fulfills the roles expected of her in an appropriate manner. In addition,
she expresses her opinions at meetings of the Voluntary Remuneration Committee and the Voluntary
Nominating Committee from an independent and objective standpoint.
Hidenori Nagaoka
Mr. Nagaoka assumes the post of Outside Director after he was elected at the 67th Ordinary General
Meeting of Shareholders held on March 28, 2024.
Koichi Otsu
Mr. Otsu attended all seven meetings of the Board of Directors, all eight meetings of the Audit &Supervisory Board, and five of the six meetings of the Governance Committee held during the fiscal year.
While receiving reports on the Company’s and the Group companies’ audits, he provides advice andrecommendations to ensure the appropriateness and suitability of the decision-making of the Board of
Directors by offering his opinions, taking advantage of his experience in management consulting focusedon the realm of accounting and finance, and as a professor and lecturer at a variety of educational
institutions. In addition, at the Governance Committee meetings, he expresses his opinions that lead to theimprovement of corporate governance based on the aforementioned abundant experience.
Atsuko Taishido
Ms. Taishido attended all seven meetings of the Board of Directors, all eight meetings of the Audit &Supervisory Board, and all six meetings of the Governance Committee held during the fiscal year. While
receiving reports on the Company’s and the Group companies’ audits, she provides advice andrecommendations to ensure the appropriateness and suitability of the decision-making of the Board of
Directors by primarily offering her opinions from the professional standpoint of an attorney. In addition,at the Governance Committee meetings, she expresses her opinions that lead to the improvement ofcorporate governance based on her knowledge and experience as an attorney.

[Incentives]
Status of Implementation of Measures
to Grant Incentives to Directors

Introduction of the performance-linked remuneration
systemSupplementary Explanation Relating to These Items
For the Company’s Directors (excluding Outside Directors), the Company has introduced a system of“bonuses” as incentives linked to short-term business performance and “stock remuneration” as incentive
linked to medium- to long-term business performance. For details regarding this system, please refer tothe “Disclosed Policy for Deciding the Amounts or Calculation Method of Remuneration,” below, and I.
[Disclosure Based on the Principles of the Corporate Governance Code], 3. (iii) <<Executive
remuneration policy>>, above.
Grantees of Stock Options
Supplementary Explanation Relating to These Items———[Directors’ Remuneration]
Disclosure Status(of Individual Directors’ Remuneration)

Partial disclosure

Supplementary Explanation Relating to These Items- 37 -

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE
The total amount of remuneration, etc., paid to the Company’s Directors in the 67th fiscal year (the fiscal
year ended December 31, 2023) is as follows (including two Directors who retired at the conclusion of the
66th Ordinary General Meeting of Shareholders held on March 30, 2023). This information is also
disclosed in the business report and the annual securities report.
11 Directors: 287 million yen (including five Outside Directors: 66 million yen)
Directors with total remuneration equal to or exceeding 100 million yen are also disclosed individually inthe annual securities report.
Policy for Deciding the Amounts or Calculation
Method of Remuneration

Yes

Disclosed Policy for Deciding the Amounts or Calculation Method of Remuneration
Please refer to I. [Disclosure Based on the Principles of the Corporate Governance Code], 3. (iii)<<Executive remuneration policy>>, above for details. The retirement benefits system for Directors wasabolished as of the conclusion of the 62nd Ordinary General Meeting of Shareholders, held on April 25,
2019.
[Support System for Outside Directors (Outside Audit & Supervisory Board Members)]
Materials regarding the agenda of the meeting of the Board of Directors are sent in advance to Outside
Directors and Outside Audit & Supervisory Board Members, and they are also provided with necessary
explanations in advance.
The minutes of the meetings of the Management Committee are shared among Outside Directors andOutside Audit & Supervisory Board Members. In addition, as necessary, the Standing Audit & Supervisory
Board Members provide to the Outside Audit & Supervisory Board Members explanations of theManagement Committee agenda and the contents, etc., of audit debriefing sessions.

2. Items relating to Functions of Business Execution, Audit and Supervision, Nomination, and Decision on
Remuneration, etc. (Outline of the Current Governance System)(1) Management Structure Overview and Personnel Composition
The Company adopts the system of a company with audit & supervisory board members and has maderigorous legal audits by auditors the basis of compliance management. The primary management structures(meeting bodies) are: The Board of Directors comprised of 9 members (six men, three women; eight Japanesenationals, one foreign national) including five Independent Outside Directors; the Audit & Supervisory Board
comprised of four members (three men, one woman; four Japanese nationals) including two Outside Audit &Supervisory Board Members; Management Committee headed by the President and CEO and comprised ofstanding Directors and Senior Managing Officers. The Company is working to enhance the diversity of eachof the meeting bodies. In addition, the Company adopts a mandatory executive officer system to provide formutual partnership between decision-making and oversight (governance) with business execution and toclarify the operating responsibilities of Directors.
(2) Board of Directors and Advisory Panel
The Board of Directors makes decisions on matters (management objectives and important business-execution
strategies such as the management strategy) prescribed in laws and regulations, the articles of incorporation,and the “Board of Directors Rules” based on its authority to supervise the execution of duties of directors andmanaging officers. The Board of Directors actively elicits the opinions of Outside Directors and Audit &Supervisory Board Members, and the supervisory function of the Board of Directors has been further
strengthened by having an Independent Outside Director serve as Chairman of the Board from March 2023.
Further, apart from Board meetings, we hold a meeting on future strategies biannually to eliminate
information asymmetry among Directors and Audit & Supervisory Board Members and for them to discuss
the Group’s management issues and strategies from a medium- to long-term viewpoint. Also, in addition to
the Voluntary Nominating and Remuneration Committees chaired by and with a majority consisting of- 38 -

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Pigeon Corporation
CORPORATE GOVERNANCE
Independent Outside Directors, we established the Governance Committee as an advisory panel to the Boardof Directors. The Governance Committee is headed by an Independent Outside Director and is comprised of amajority of Outside Directors and Audit & Supervisory Board Member.
(3) Management Committee
As a general rule, the Management Committee holds a meeting about twice a month, with the President andCEO acting as chairperson. In this manner, we strive to find early solutions to problems from the viewpoint of
our work sites.
(4) Audit Department
1) Audit & Supervisory Board Members attend meetings of both the Board of Directors and the Management
Committee. In addition to enhancing the supervisory function through expression of opinions and the like,
Audit & Supervisory Board Members listen to Directors, view important resolution documents, examine thecurrent status of business and financial assets, and otherwise conduct meticulous supervision and oversightparticularly in accordance with audit policy and segregation of duties. They also meet regularly with the
President and CEO, receive reports on matters such as important company issues, and carry out frankexchanges of opinions.
2) The Audit & Supervisory Board Members, the Audit Department, and the Accounting Auditors mutuallycollaborate through measures including regular debriefing sessions and, at any time as necessary, exchanges of
information and opinions. Certified public accountants who performed accounting or audit work for theCompany for the 67th fiscal year (the fiscal year ended December 31, 2023) are Takeshi Shioya, Engagement
Partner, and Shinya Hiraoka, Engagement Partner, both of PricewaterhouseCoopers Japan LLC.
3) As an internal audit function, an Audit Department under the direct control of the President and CEO wasestablished as the Internal Audit Department, which regularly implements internal audits on the Company andits domestic and overseas Group companies from the perspective of confirming operational effectiveness,
efficiency, compliance, and asset preservation. Audit results are reported to all Directors and Audit &Supervisory Board Members, and suggestions for improvement and follow-ups are implemented.
Furthermore, the Audit Department has established the J-SOX Secretariat, which conducts assessment tests oncompany-wide internal controls and the process of financial settlement based on the basic plan for internal
control over financial reporting under the Financial Instruments and Exchange Act, and monitors the adequacyof maintenance and operation.
(5) Limitation of liability of Directors and Audit & Supervisory Board Members
The Company has entered into a limited liability contract with Directors (excluding executive directors) and
Audit & Supervisory Board Members which limits their liability for damages prescribed in Article 423,
Paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, Paragraph 1 of the Companies
Act. The limit of liability for damages of Directors (excluding executive directors) or Outside Audit &Supervisory Board Members pursuant to the limited liability contract is the aggregate sum of the amounts
prescribed in each item in Article 425, Paragraph 1 of the Companies Act.
3. Reason for Adopting the Current Governance System
Because the Company have hitherto grown steadily since its public listing, the Company judges that thissystem has been functioning effectively. In addition, the Company has been working to improve corporate
governance by expanding the diversity of the Board of Directors through the appointment and increase of
Outside Directors since 2015, strengthening the supervisory function of the Board of Directors by appointing
an Outside Director as the Chairman of the Board from March 2023, establishing advisory panels to the Boardof Directors, and active demonstration of supervisory functions by Audit & Supervisory Board Members.

- 39 -

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCEIII Status of Implementation of Measures related to Shareholders and Other Stakeholders
1. Measures toward Revitalization of the General Meeting of Shareholders and Facilitation of Exercise of
Voting Rights
Supplementary Explanation
Prompt Delivery of
Convocation Notice ofGeneral Meeting of
Shareholders
Allowing the Electronic
Exercise of Voting
RightsParticipation in theElectronic Voting
Platform and Other
Efforts to Enhance theEnvironment for the
Exercise of Voting
Rights by Institutional
Investors
Provision of a
Summarized
Convocation Notice of
the General Meeting of
Shareholders in English

Other

We forward the Convocation Notice three weeks prior to the date of the General
Meeting of Shareholders
The exercise of voting rights using a PC, smartphone or mobile phone isavailable by accessing the Internet voting website of the Administrator of
Shareholders’ Register designated by the Company.

In order to enhance the environment for the exercise of voting rights byinstitutional investors, the Company has participated in the Electronic Voting
Platform for institutional investors operated by ICJ, Inc.

We provide the Convocation Notice (summary) in English on the respective
websites of the Company and the Tokyo Stock Exchange, etc.
We post the Convocation Notice (in Japanese and English) on the respective
websites of the Company and the Tokyo Stock Exchange approximately one
month before the date of the General Meeting of Shareholders, and disclose theresults of voting at the General Meeting of Shareholders (in Japanese andEnglish) on the Company’s website.
When investors who hold shares of the Company in street names express aninterest in attending the General Meeting of Shareholders, the Company allows
them to sit in after undergoing the necessary procedures. The necessary
procedures are disclosed on the Company’s website.
Furthermore, we organize the General Meeting of Shareholders in a manner thatenables the attendance of as many shareholders as possible, by means such asproviding assistance through a sign language interpreter and setting up atemporary daycare center during the Meeting.
In addition, we have conducted a live streaming online so that shareholders who
could not make it to the venue could watch the General Meeting of
Shareholders.

- 40 -

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE
2. Investor Relations Activities
Supplementary Explanation
Establishment andPublication ofDisclosure Policies
Holding Regular
Briefings for Analysts
and Institutional
Investors
Holding Regular
Briefings for Foreign
Investors
Posting Investor
Relations Materials on
the Company Website

Establishment of
Investor Relations
Department (Liaison)

Explanation byRepresentative

Available via the Company Website.
Please refer to the following URL.
https://www.pigeon.com/ir/management/disclosure/
The Company holds a results briefing twice a year, after theend of the second quarter and after the end of the fiscal year,with participation by the President and CEO. The Company
also holds teleconferences at the end of the first and thirdYes
quarters, in order to provide results briefings and holdquestion and answer sessions. In addition, the Company holds
small meetings and individual meetings as needed, with theparticipation of the President and CEO, etc.
The Company attends conferences, etc. sponsored by
securities companies in Japan and overseas several times a
Yesyear. The President and CEO attends on occasion.
On an IR site that it has prepared on its Website, theCompany discloses IR materials in Japanese(https://www.pigeon.co.jp/ir/) and English(https://www.pigeon.com/ir/).
Available IR materials include Summaries of financial
results, results briefing materials, Integrated Reports,
Investors’ Guides, Fact Sheets, timely disclosure materials
other than financial results information, annual securities
reports, quarterly securities reports, general shareholders'meeting materials, this report, etc.
The Company has established a Business Strategy
Department through which it promotes IR activities. The
responsible person in charge is a managing officer and thedivision manager of the Business Strategy Division.

- 41 -

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE
3. Measures to Respect the Position of Stakeholders
Provisions of Internal
Regulations to Respect
the Position of
Stakeholders

Supplementary Explanation
The Company has established universal Corporate Ethics Policies for putting
into practice compliance (observance of laws and regulations and corporate
ethics) management, and the provisions are clearly stated in them.
Corporate Ethics Policies
PIGEON IS COMMITTED TO:
1. Possess high ethical standards constantly, promote management withpriority given to compliance, and fulfill its social responsibilities as acompany in every aspect of corporate activities under the Pigeon DNA and
the Pigeon Way.
2. Pursue customers’ delight, happiness, and excitement, provide safe, useful,and high-quality products and services, and strive for sustainable economic
growth and social issue resolution.
3. Respect community cultures, aim for harmony with society, and extensively
promote contribution to society as a good corporate citizen.
4. Give consideration to the limited global environment and be proactive inenvironmental management.
5. Carry out actions that respect human rights of every person in all its
corporate activities.
6. Value the diversity and individuality of each employee at any time andprovide for its employees a great work environment with consideration
given to their health and security. Pigeon will work out to provide a
workplace where its employees can achieve self-realization and feel
fulfilled.
7. Participate in fair and open competition and carries out fair transactions andresponsible procurement in its corporate activities for sound growth. Pigeon
will maintain a healthy relationship with politics and the administration of
government.
8. Appropriately control and utilize corporate information and promote
efficient management.
9. Continue constructive dialogues with every stakeholder, use stakeholders’opinions for improvement and development of products and services orraising corporate value, and at the same time, disclose the corporate
information positively, appropriately at the right time, and fairly.
10. Bring the present Corporate Ethics Policies into reality with all members of
the Group united, and build, maintain, and develop an effective corporate
governance to this end.

- 42 -

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE

Supplementary Explanation
Promotion ofEnvironmental
Protection,
Corporate Social
Responsibility (CSR),
and Other Activities

Establishment of Policy
Concerning Disclosureof Information to
Stakeholders

Under the Pigeon DNA and the Pigeon Way, the Pigeon Group has established
Key Issues (materiality) that must be addressed in order to build foundations forvalue creation, transform into a business that creates both economic value andsocial value, and realize the “Purpose”.
We have included “Reducing Our Environmental Impact” and “Contributing to
the Resolution of Social Issues” in our Key Issues and disclose information
about relevant activities on our corporate website.
Key Issues: https://www.pigeon.com/sustainability/policy/
Sustainability: https://www.pigeon.com/sustainability/
The Company states its approach to disclosure of information to stakeholders in
the Code of Conduct, which has been established based on the aforementioned
Corporate Ethics Policies, as per the following:3) The Company discloses information in accordance with the Companies
Act, the Financial Instruments and Exchange Act, and other related
regulations, in a timely and appropriate manner.
4) The Company strives to disclose information, excluding trade secrets heldby the Company and information subject to confidentiality agreements, tostakeholders in an accurate and timely manner and maintain thetransparency of its corporate activities.
5) The Company strives to always maintain positive communication withsociety through its public relations activities, while at the same time taking
criticism of and comments on the disclosed information seriously andapplying them to its corporate activities.

- 43 -

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCEIV Basic Policy and Status of Implementation of the Internal Control System
1. Basic Policy and Status of Implementation of the Internal Control System
Pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act, the Company shalldetermine a basic policy on construction of an internal control system, as follows.
(i) System to ensure that duties performed by our Company’s Directors and employees, and Directors andemployees of subsidiaries comply with laws, regulations and articles of incorporation(1) Together, the Pigeon DNA and the Pigeon Way comprise the Pigeon’s philosophy that each and every
Pigeon employee upholds in the performance of their duties. The Pigeon DNA, made up of our corporate
philosophy and credo, has been the core of Pigeon throughout its history and will remain so into the future.
The Pigeon Way, made up of our Purpose, Values, and Action Principles, is the cornerstone of all Group
employees and executives’ activities. It embodies our “heart and soul” and sets the grounds for our actions
to stream from this core. Based on the Pigeon DNA and the Pigeon Way, we stipulate our compliancerelated regulations, including our Corporate Ethics Guidelines, which consists of our Corporate Ethics
Policies and Code of Conduct. The Directors and employees of the Pigeon Group strictly comply not onlywith the laws and regulations but also the standards and spirit of the communities they serve. We position
the Pigeon Way as our standard for action with a strong ethical outlook.
(2) The Risk Management Committee, chaired by the Director in charge of the Global Head Office (GHO),
appoints a division to manage compliance and a person in charge of compliance in order to appropriately
and smoothly promote compliance within the Group. The division to manage compliance is responsible forestablishing and maintaining compliance rules and other frameworks, as well as leading and promoting
compliance education and other awareness-raising activities. In the event of a compliance-related incident
or other problem, the division responds to the problem in cooperation with the Risk Management
Committee and, depending on the nature and content of the case, consults external lawyers as appropriate.
(3) In an effort to ensure early detection of any wrongdoings, we shall establish a speak-up desk as aninternal reporting system and a Pigeon Partners Line as a reporting system for our business partners. For inwhich problems are detected inside or outside of the company, sufficient consideration shall be given toprotection for the reporting/consulting individual, an investigation of the facts is performed. Based on the
results of the investigation, etc., the Risk Management Committee determines the department to be
responsible for resolving the problem, and together with the department, determines whether or not action
or corrective measures are required and the details thereof, and leads the implementation of such measures.
Applicable contents shall be reported to upper-level organizations (the Management Committee or Board of
Directors).
(4) Rejection of relationships with antisocial forces shall be specified in the Code of Conduct. In addition to
conducting education and training, we shall develop and thoroughly implement an internal system forpractical application, such as appointing staff in charge of preventing false claims.
(ii) System related to saving and managing information pertaining to the performance of duties by Directors
Information pertaining to the performance of duties by Directors shall be recorded and saved in written
documents or electromagnetic format in accordance with Rules for Document Control and Management,
Management of Confidential Information, and IT Management. These documents and other formats shallalways be available for review by Directors and Audit & Supervisory Board Members.
(iii) Rules and other systems related to our Company and subsidiaries’ risk management for losses(1) Based on Risk Management Rules which systematically define our group’s risk management response
and under supervision of the President and CEO, the GHO Risk Management Committee shall beestablished, chaired by the Director in charge of GHO and includes general managers of our businesssegments (Japan Business, China Business, Singapore Business, and Lansinoh Business) and the Business
Strategy Division Manager. as members. The Committee shall comprehensively collect, analyze, andevaluate risk information of the Group as a whole, centering on the priority risks listed in (2), which are- 44 -

[Translation for Reference and Convenience Purposes Only]

Pigeon Corporation
CORPORATE GOVERNANCE
aggregated from each business segment, and shall consider and implement countermeasures by itself or
through business segments. In addition, each business segment shall establish its own Risk Management
Committee, chaired by the general manager of that business segment, and under supervision of the GHO
Risk Management Committee. Each committee shall collect, analyze, and evaluate risk information related
to that business segment, including risk information relating to subsidiaries in that segment, and review andimplement responses.
(2) The Group shall set “compliance risks,” “financial risks,” “information security risks,” “SCM (supply
chain management) risks,” and “customer complaint risks” as priority risks, and the GHO Risk
Management Committee and the risk management divisions appointed by the GHO Risk Management
Committee will take the lead in managing and responding to such priority risks, especially across theGroup.
(3) Auditing the status of risk management in each department and subsidiary shall be performed throughcooperation with the Internal Auditing Department, the Business Strategy Department, the Accounting &Finance Department, the Legal Department, and the Human Resources & General Affairs Department.
(4) The Risk Management Committee shall be convened promptly based on Risk Management Rules andbusiness continuity plan (BCP) in the case that a large-scale disaster or other risk to our group occurs. The
Committee shall work to minimize losses and effect recovery.
(iv) System for ensuring efficient performance of duties by Directors(1) By formulating a Medium-Term Management Plan and management plans for each individual fiscal
year, we shall clarify goals to be achieved by our company and steadily implement priority management
items.
(2) The Board of Directors shall make management decisions rationally and efficiently, and our Company
appoints Outside Directors for the purpose of receiving advice regarding management strategies andmaking objective decisions and improving corporate governance. Moreover, our Company shall practicemanagement that elicits lively opinions from internal and Outside Directors and audit & supervisory board
members, including issues presented by Outside Directors, and shall strengthen the management function
for execution of business. Furthermore, through a mandatory executive officer system and an executive
officer system, we shall seek mutual partnership between decision-making/management functions andexecution of business, and shall clarify the operating responsibilities of Directors.
(3) As a general rule, a Management Committee with attendance from all standing Directors and Senior
Managing Officers shall be held about twice a month in order to strengthen and enhance the function of theBoard of Directors. Through the committee, the Board of Directors shall seek to quickly resolve issues
through expeditious execution of business and decision-making for important policies.
(v) System for ensuring proper operation in our company and corporate groups composed of subsidiaries(1) The Company shall stipulate the rules for the division of duties and authority, clearly defining the scopeof duties of each department, and the approval process for each duty. Directors and employees shallconduct operations in accordance with such rules. The Company shall also stipulate the matters at theCompany’s subsidiaries which need approval by and reporting to the Company, in the Rules forManagement of the Group Companies. The Company’s subsidiaries shall conduct operations after seeking
approval from or reporting to the Company as necessary, based on the rules.
(2) The division managers shall confirm the state of execution of business by Directors of the subsidiaries
they manage, and shall report on the performance of the subsidiaries and the execution of business to ourCompany’s Board of Directors each quarter.
(3) In addition to periodically auditing the execution of business by Directors of subsidiaries, audit &supervisory board members shall also cooperate with audit & supervisory board members at subsidiaries inorder to develop internal controls and monitor the operation of such controls. Our Company andsubsidiaries’ audit & supervisory board members shall hold audit & supervisory board meetings asnecessary.
(4) The Internal Auditing Department shall audit the level of appropriateness and efficiency during theexecution of business throughout our group.
(5) In order to ensure the reliability and appropriateness of financial reporting, our company and group- 45 -

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Pigeon Corporation
CORPORATE GOVERNANCE
companies shall comply with the Financial Instruments and Exchange Act. We shall strive to ensure ahealthy internal controls environment, to strengthen control activities on a company-wide level, toconstruct an internal controls system which is capable of effective and valid evaluation, and to perform
appropriate operation of that system.
(vi) Items pertaining to applicable employees when an Audit & Supervisory Board Member has requested
appointment of an employee aid and items pertaining to independence of that employee from directors andthe effectiveness of instructions from Audit & Supervisory Board Members
Aids shall be appointed according the requests of audit & supervisory board members. In the case that an
aid is appointed, the opinion of audit & supervisory board members shall be respected when making
personnel decisions related to the aid. Moreover, the Audit & Supervisory Board Member’s instructions to
the aid shall be given independently from Directors and the aid shall engage in such work based on
instructions from audit & supervisory board members.
(vii) Systems for reporting to Audit & Supervisory Board Members by our Company’s Directors or
employees, and Directors, Audit & Supervisory Board Members, etc. or employees of subsidiaries, andother systems pertaining to reporting to audit & supervisory board members(1) Directors and employees shall promptly report to audit & supervisory board members any item otherthan laws and regulations which will have a major impact on our company and our group, the status ofinternal controls, and the status of reporting using the speak-up desk(2) In addition to meetings of the Board of Directors, audit & supervisory board members shall attend
Management Committees and shall be able to provide opinions when requested or when necessary inregards to items being discussed.
(3) The Business Strategy Department shall notify audit & supervisory board members every time
regarding an overview of proceedings and results for meetings of the Board of Directors and Management
Committees.
(4) Our Company’s Directors and employees, and Directors and Audit & Supervisory Board Members, etc.
and employees of subsidiaries or persons who have received reports from such parties may make reports
directly to audit & supervisory board members via the speak-up desk on matters that have a significant
affect on our Company group, matters that cause significant damage to our Company group and importantcompliance matters. Informants shall not be treated disadvantageously.
(5) Our Company shall promptly handle demands if demands are made by audit & supervisory board
members or the audit & supervisory board for reasonable expenses or refunds incurred with regard to theperformance of duties by audit & supervisory board members.
(viii) Other systems for ensuring effective auditing by audit & supervisory board members
The individuals with high perception of corporate activities such as finance and law shall be recruited asexternal audit & supervisory board members. The majority of these individuals shall be CPAs and lawyers.
In addition to enhancing the auditing environment of audit & supervisory board members, external audit &supervisory board members shall seek the execution of appropriate and effective auditing services througha partnership with the Internal Auditing Department.
2. Basic Policy and Status of Implementation of Efforts towards Exclusion of Antisocial Forces
In addition to prescribing rejection of relationships with antisocial forces in the Code of Conduct andconducting education and training, the Company shall develop and thoroughly implement an internal systemfor practical application of the Basic Policy, such as appointing a person in charge of preventing false claims.

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Pigeon Corporation
CORPORATE GOVERNANCE
V Others
1. Presence or Absence of Introduction of Takeover Defense
Introduction of Takeover Defense

No

Supplementary Explanation Relating to These Items
At the meeting of the Board of Directors held on March 6, 2008, with the goal of ensuring and enhancing thecorporate value of the Company and the common interests of the shareholders, the Company prescribed abasic policy on the Company’s corporate control (referred to below as “the Basic Policy”). In light of the
Basic Policy, as a measure to prevent inappropriate persons from controlling decisions on the Company’s
financial and business policies, by resolution at the 51st Ordinary General Meeting of Shareholders held on
April 28, 2008, the Company obtained approval for and introduced Measures for the Large-Scale Purchase ofCompany Shares (Anti-Takeover Measures) (referred to below as “the Plan”). However, taking into
consideration that procedures on large-scale purchases of company shares were partly put in place as a resultof revisions, etc., of the legal system, the Company judged that the steady execution of the Medium-Term
Management Plan leads to ensuring and enhancing the corporate value of the Company and thus the common
interests of the shareholders. Therefore, by resolution of the Board of Directors at its meeting held on March
7, 2011, as of the conclusion of the 54th Ordinary General Meeting of Shareholders held on April 27, 2011,
the Basic Policy was discontinued and the Plan expired.
Furthermore, even after expiration of the Plan, if the Company recognizes a situation where there aretransactions and transfers of the Company’s shares, and if a person who performs the act of a large-scalepurchase of company shares (referred to below as “large-scale purchaser”) appears, after carefully
considering the opinions, etc., of the Company’s Outside Audit & Supervisory Board Members and external
experts, the Company shall assess the contents of the proposal from the large-scale purchaser and, as
necessary, hold negotiations with the said large-scale purchaser. Likewise, when it is rationally judged that, if
prompt measures are not taken, there is a risk that the Company’s corporate value and the common interestsof the shareholders will be damaged, as a proper duty of the Company’s Board of Directors, to which
management was entrusted by the shareholders, the Board of Directors shall actively request to the large-scalepurchaser that the large-scale purchaser disclose information, and it shall strive to secure information andtime for the shareholders to make an appropriate decision. In addition, as necessary, the Board of Directors
shall promptly determine the necessity and contents, etc., of concrete countermeasures, which is considered tobe the most appropriate within the scope permitted by the Companies Act, the Financial Instruments andExchange Act, and the related laws or regulations, and, by taking steps to execute the countermeasures, it will
strive to ensure the Company’s corporate value and the common interests of the shareholders.
2. Other Items Relating to Corporate Governance System, etc.
 Status of Implementation of the Internal Control System
At the meeting of the Board of Directors held on May 22, 2006, the Company resolved to establish a system(Basic Internal Control Policy) to ensure that the duties performed by the Directors comply with laws,
regulations and the Articles of Incorporation, as well as to ensure the appropriateness of other operations of
the Company, based on the Companies Act and the Ordinance for Enforcement of the Companies Act. The
Board of Directors of the Company conducts reviews as necessary and makes continual improvements to the
Policy. Additionally, the Audit Department, in cooperation with the Accounting & Finance Division and otherrelated departments, are engaged in the development of internal controls over financial reporting and othermeasures based on the Financial Instruments and Exchange Act.
 Risk Management
In accordance with the Risk Management Regulations, which systematically define the Group's risk
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Pigeon Corporation
CORPORATE GOVERNANCE
management response, the GHO Risk Management Committee, chaired by the Director in charge of GHO,
has been established under the President and CEO, and the Risk Management Committee, chaired by thegeneral managers of respective business segments, has been established for each business segment under the
GHO Risk Management Committee. This enables us to aggregate risk information related to the Group as awhole as well as to manage risks, and take quick responses in each business segment. The GHO Risk
Management Committee comprehensively collects, analyzes, and evaluates risk information for the Group asa whole, with risk information aggregated from business segments as its core, and examines and implements
countermeasures by itself or through business segments. In particular, the GHO Risk Management Committee
and risk management divisions appointed by the GHO Risk Management Committee play a central role inaggregating information and examining and implementing measures across the Group with respect tocompliance, financial, information security, SCM (supply chain management), and customer information,
which are set as priority risks. The Risk Management Committee of each business segment collects, analyzes,
and evaluates risk information related to each business segment, including risk information related to Group
companies under the same segment, and examines and implements countermeasures.
In addition to the measures taken in normal times, in the event of a crisis for the Group, such as a large-scaledisaster, the Risk Management Committee is convened promptly in accordance with the Risk Management
Regulations or the Business Continuity Plan (BCP) to minimize losses and effect recovery. The GHO Risk
Management Committee compiles information on the Group's risks and reports it to the Board of Directors
once a year. The GHO Risk Management Committee also reports to the Board of Directors, as appropriate, on
the details of incidents that have occurred and the results of the response.
 Compliance
The Group has been implementing compliance-related measures with a focus on (1) compliance-related rules(systems and mechanisms), (2) compliance education and (3) compliance monitoring. We are examining andimplementing these measures to 1) prevent compliance violations and 2) to detect and resolve complianceviolations as soon as possible.
The Group’s compliance-related activities are reported annually to the Board of Directors.
(1) Compliance-related rules (systems and mechanisms)
Based on the Pigeon DNA and the Pigeon Way, the Group has established a basic policy on compliancecalled the “Corporate Ethics Guidelines.” The Corporate Ethics Guidelines have two components: corporate
ethics policies, which comprise the ethical sensibility we must hold to continue to earn the trust and supportof society, and a code of conduct, which comprises guidelines that spell out how each employee embodies thecorporate ethics policies in business activities. Based on the Corporate Ethics Guidelines, the Group iscommitted to ensuring that each and every employee complies with all laws, regulations, social norms andtheir spirit and takes actions with the highest sense of ethics and integrity, thereby earning more trust andsupport from stakeholders. Moreover, in the three areas that are considered to pose a particularly high risk inthe entire Group: "anti-bribery and corruption," "antitrust compliance," and "information management," wehave established a "Compliance Policy" that outlines specific actions to be taken and the necessary systems
and mechanisms.
Further, in order to detect and resolve compliance violations, we have the following internal reporting
systems in place: “Speak-up Desk” (for Pigeon Group employees to make reports through three contact
points: the Audit & Supervisory Board Members, the Legal Department, and a corporate attorney) and the“Pigeon Partners Line” (for customers to make reports through two contact points: the Legal Department anda corporate attorney). For the Speak-up Desk, we launched a multilingual reporting system that ensures
anonymity in 2023. In the event that a problem is found in or outside the Company, the Risk Management
Committee or the person in charge of the internal reporting system, such as Audit & Supervisory Board
Members, investigates the facts and responds to the report, giving due consideration to the protection of theperson who made the report, and the Risk Management Committee takes measures to prevent recurrence asnecessary. When responding to the reports made through the systems, we consult with a corporate attorney asnecessary to ensure the legality of our responses and solutions. In FY2023, there were 6 Speak Up Desk
reports and 0 Pigeon Partners Line reports.
(2) Compliance education
The Group aims to raise the compliance awareness of all Group employees by providing them with- 48 -

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Pigeon Corporation
CORPORATE GOVERNANCE
compliance education based on the Pigeon DNA and the Pigeon Way, Corporate Ethics Guidelines,
Compliance Policy, the internal reporting system and others at the Company and Group companies in Japanand overseas.
In 2023, we provided employees with training with a focus on the internal reporting system and theCompliance Policy. Through the training, all Group employees learned how to utilize the new internalreporting system launched in 2023 in reference to our own created materials and deepened their understandingof the Compliance Policy through case studies. After the training, participants were asked to reply to aquestionnaire survey, and the results have been utilized to improve the content of our compliance educationand training. In addition, we circulated the monthly “Pigeon Compliance Communication” newsletter to
employees of the Company and all domestic Group companies on the theme of the Group’s internal reporting
system and the Compliance Policy, with an eye to instilling the compliance that employees should practice intheir daily work.
(3) Compliance monitoring
In addition, by regularly conducting compliance monitoring for all domestic and overseas Group employees,
we identify and analyze compliance risks in the Group. We then reflect the results in the compliance rules andeducation described above, aiming to reduce compliance risks of the Group and raise awareness toward
compliance of the employees and executives of the Group.
In 2023, we conducted compliance monitoring, and tabulated and analyzed the results for the entire Groupand for each Group company. Based on the results for the entire Group, we identified issues such as the lackof knowledge about the internal reporting system including the details of the protection given towhistleblowers, as well as the tendency to prioritize business performance. Accordingly, we will examine andimplement specific compliance measures to be implemented in and after 2024 to raise employees’ awarenessand understanding about the internal reporting system and the importance of giving priority to compliance.
 Personal Information and Information Security
In providing customers with products, services and information, the Pigeon Group considers information
security and personal information protection to be an important task. The Risk Management Committees
cooperate to review and devise responses to risks to both of these, and strive to strengthen the management of
information security and personal information by adopting a system in which such measures are implemented
by the Information Security Department, Legal Department, or other departments in charge. Furthermore,with regard to its personal information protection system, as evidence of its being an enterprise that handles
personal information appropriately in conformity with JIS Q 15001:1999, the “Requirements for complianceprogram on personal information protection” (currently JIS Q15001:2006, “Personal information protection
management systems”), the Company received PrivacyMark certification from the Japan Information
Processing Development Corporation, an incorporated foundation that operates the PrivacyMark® System, in
July 2005. In addition, the Company has renewed the certification in every two years until 2023.
 Sustainability
In order to further promote the Group’s sustainability-oriented management from a medium- to long-term
viewpoint, we established the “Sustainability Committee,” with the Director in charge of GHO, who promotes
Groupwide ESG as chairperson, and managing officers from each department and the management strategy
managing officer as members. The Committee meets at least twice a year to set medium- and long-term goals
for the Company's ESG issues, identify and periodically review Key Issues (Materiality), and review the
progress of efforts to resolve Key Issues, thereby fostering sustainability throughout the Group.
 Investor Relations Activities
In its IR activities, the Company holds second quarter and annual results briefings, first and third quarter
results briefings via teleconferences, and Medium-Term Business Plan briefings, and strives to improve its
website (both the Japanese and English versions), etc. The Company actively promotes IR activities aimed at
all shareholders including institutional investors, thus striving for prompt and accurate information disclosureand strengthening communication, with a view toward increasing the transparency and reliability ofoperating information through domestic and overseas IR activities, with attendance of the Director in chargeof the IR Department, the President and CEO, other Internal Directors, and Outside Directors.

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Pigeon Corporation
CORPORATE GOVERNANCE
 Overview of Timely Disclosure System
1．Internal System for Timely Disclosure
The Company has established a Disclosure Policy that summarizes the Pigeon Group’s fundamental policy on
information disclosure, and it publicizes the Disclosure Policy mainly on its Website(https://www.pigeon.com/disclosure/).
In order to realize the spirit of this policy, we have established and operate the timely disclosure systemcentered on the Business Strategy Department in charge of IR so that important financial, social andenvironmental information will be disclosed fairly, timely and appropriately.
2．Checking Function of the Internal System for Timely Disclosure
The Company has established, as its Internal Audit Department, an Audit Department with authority over theCompany’s internal control development and internal audits. The Audit Department develops the internal
control and improves the internal audit system of each Group company.
To verify whether fair, timely, and appropriate corporate information disclosure is made to all stakeholders
including shareholders, investors, and local communities, the Audit Department regularly conducts internal
audits of internal control of information disclosure processes in the Pigeon Group. Audit results are reported
at the audit debriefing sessions and shared with all Directors and Audit & Supervisory Board Members.

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Pigeon Corporation
CORPORATE GOVERNANCE
General Meeting of Shareholders
Appoint/Dismiss
Governance Committee with 5 Directors and2 Audit & Supervisory Board Members(Outside Directors: 2, Outside Audit &Supervisory Board Members: 2)
Voluntary Remuneration Committeewith 5 Directors(Outside Directors: 3)
Voluntary Nominating Committeewith 5 Directors(Outside Directors: 3)

Appoint/
Dismiss

Appoint/
Dismiss

Appoint/
Dismiss/
Consultation

Board of Directors with 9 Directors(Outside Directors: 5)
Advice/ProposeAudit

Appoint/Dismiss/Supervise

Audit & Supervisory Board
with 4 Members(Outside Audit & Supervisory
Board Members: 2)
Audit

Accounting Audit

ReportCopperation

Accounting Auditors
Copperation

President and CEO
Appoint/Dismiss

Risk Management
Committee

ReportAudit Department
InstructManagement Committee
Place matters on the agenda/ Report

Sustainability
Committee

3 Executive Managing Officers
12 Managing Officers
Instruct
Business Departments and Group Companies- 51 -

Internal
Audit