ADEKA Group Corporate Governance Guidelines

Dated November 2, 2020
Board of Directors, ADEKA Corporation

Establishment/revision

Establishment/revision date

Establishment

November 20, 2015

Contents
Establishedasguidelines

oncorporate

governance for ADEKA Group, in response to(1st edition)

adoption of the Corporate Governance Code on
June 1, 2015
Revision (2nd edition)

Dated June 24, 2016

Amendment of expressions, etc.

Revision (3rd edition)

Dated June 23, 2017

Amendment of expressions and Exhibit 4
Policy for determining the amount of the
remuneration of Directors, Audit & Supervisory
Board Members and Operating Officers

Revision (4th edition)

Dated November 19, 2018

Amendmentof

Exhibit3“Criteria

fornomination of candidates for Directors/Audit &Supervisory Board Members, and appointmentof Operating Officers” and Exhibit 11 “Thepolicy for cross shareholding and the principle
for exercise of voting rights in cross-heldshares”
Revision (5th edition)

Dated November 2, 2020

Amendment associated with the creation of theNominating & Remuneration Committee

ADEKA Group Corporate Governance Guidelines

Chapter I General Provisions
Article 1 (Purpose)
These guidelines ("Guidelines") are to present the basic policy on corporate governance in
ADEKA group ("ADEKA Group"). To realize ADEKA Group's business mission andmanagement policy as defined in Article 2 below, ADEKA Corporation ("ADEKA"), an ultimate
parent company of ADEKA Group, shall allocate such roles/functions as deemed necessary
therefor to relevant conference bodies, including, but not limited to, the Board of Directors, andother optional committees supporting the Board of Directors, of ADEKA, and indicate action
guidelines for directors, Audit & Supervisory Board Members and Operating Officers(collectively "Officers") as well as employees, and strive to build a corporate governance system
which would enable them to organically play their roles respectively. ADEKA Group shallcontinue to improve, by consistently reviewing, ADEKA Group's corporate governance systemin the future as well.
Article 2 (ADEKA Group's business mission and management policy)
ADEKA Group's business mission is to grow in a sustainable way and raise its mid-and-long term
corporate value, through provision of material products and solutions using any advanced
technologies, and thereby contribute to the creation of well-being and sustainable society. To
realize said business mission, the following two management policies are established:(1) " To be a company that is progressive and dynamic with a keen attitude towards the newchanging tide"
This policy means that we aim at "making social contributions through our main lines of business".
To this end, we strive to sensitively sense a change in social environment and to provide thesociety with a useful solution for, by proactively making full use of advanced technologies against,
the emerging challenges imposed on chemical/food manufacturers in the aspect of environment
and energy, health, security and safety in food, and so on.
(2) " Creating a better future for the people of the world"This policy means that we aim at "Co-existence and co-prosperity with the civil society". To thisend, we strive to harmonize the soundness of our business operations with the global society bytaking into consideration in our business the profit of the society surrounding us (= stakeholders)

of us, and to sustainably grow together with the society.
Article 3 (Relationship with the Corporate Governance Code)
1. ADEKA Group shall enhance a corporate governance level of whole ADEKA Group, under therecognition that it is important for us to build better corporate governance.
2. ADEKA, a corporation listed on the first section of the Tokyo Stock Exchange, shall respect,and make an effort to comply with, the basic principle, rules and complement rules as stipulated
in the Corporate Governance Code established by the Tokyo Stock Exchange.
Chapter II Organization
Article 4 (Organizational framework of ADEKA)
ADEKA, a Company with Board of Directors and a Company with Audit & Supervisory Board,shall establish, in addition to its Board of Directors and its Audit & Supervisory Board, theManagement Council and the Independent Committee as optional conference bodies as well as
an optional Independent Advisory Committee where appropriate.
Article 5 (Role and responsibility of Board of Directors)
1. The Board of Directors, an organization to play the most important role in building thecorporate governance system ADEKA strives to achieve, shall bear, in addition to those stipulated
in the Article of Incorporation and the Board of Directors Regulations of ADEKA, mainly thefollowing roles and responsibilities:(1) To build and regularly verify a workable corporate governance/ organization of management;(2) To build and regularly verify a workable internal control system;(3) Formation of, and permeation into ADEKA Group's Officers and employees of, shared values
and a good corporate culture to be shared between said Officers and employees, including,but not limited to, the business mission, the management policy and the mid-and-long term
visions;(4) To steer and adjust the management strategy, taking into consideration long-term problems,changes in business environment/market, and the profit of important stakeholders;(5) To secure management resources sufficient for realizing the business mission, the management
policy and the management strategy;(6) To appoint, evaluate, and set goals for, representative directors and Operating Officers(collectively "Managements");(7) To secure such work environments as can fully exhibit the ability of Managements andemployees;

(8) To train successors of Managements;(9) To set key performance indicator (KPI) for each department/strategic business unit (SBU);(10) To promote compliance and risk management, by maintaining and improving the training
programs and the whistle-blowing System for compliance and risk management;(11) To supervise subsidiaries;(12) To secure opportunity for constructive communication with shareholders;(13) Analysis of cause for, and review countermeasures against, proposals offered by ADEKA for
which a considerable number of negative votes have been casted; and(14) Improvement in or relating to the Board of Directors, in order for the Board of Directors toeffectively play any of the roles listed above.
2. The outline of the authorities of the Board of Directors, and the scope of the delegation of
authorities to Managements or other business executors from the Board of Directors shall be set
forth in Exhibit 1.
Article 6 (Composition of the Board of Directors)
The number of Directors shall be less than fifteen (15) as stipulated in the Article of Incorporation,
but should be limited to the necessary minimum number in order for the Board of Directors tomake decisions speedily in a mobile manner.

In order for Directors to effectively fulfill theirroles and responsibilities, the composition of Directors shall be as follows, in principle:(1) At least two (2) of the Directors shall be External Directors ("Independent External
Directors") who meet the "Criteria for determining independence of External Directors" setforth in Exhibit 2 (Functions/roles expected to be fulfilled by External Officers; and Criteria
for determining independence of External Officers). The Head Independent External
Directors shall be appointed among the Independent External Directors by mutual election,
as appropriate.
(2) Since embracing various values helps us to fulfill our business mission and management
policy in this global society where types of business have diversified and global businessdevelopment is accelerating, ADEKA shall, in nominating candidates for Directors, make aneffort to secure diversity of members of the Board of Directors, with fairness and a wide fieldof vision.
Article 7 (Management of the Board of Directors)
In order for Directors to effectively fulfill their roles and responsibilities, the Board of Directors
shall be managed as follows: Matters concerning management of the Board of Directors shall be
stipulated in the Board of Directors Regulations.

(1) Determination of annual schedule
ADEKA shall, at the end of every year, determine an annual schedule of the Board of
Directors' meeting to be held in the following year. The Secretariat to Board of Directors("Secretariat") shall arrange said annual schedule to maximize the number of expectedattendees to the Board of Directors' meeting.
(2) Chairman
The Chairman of Board of Directors shall perform his/her duties, under the recognition that itis one of the Chairman's duties to elicit attendees' opinions as many as possible for a free andopen-minded discussion between attendees.
(3) Determination of agenda and bills
The Chairman shall, based on the request for deliberation in the Board of Directors' meeting
submitted by respective Directors, determine agenda and bills for the Board of Directors'
meeting, and give a convocation notice to each Director and Audit & Supervisory Board
Member no later than one (1) week prior to the day of the meeting.
(4) Preparations in advance(a) To give each Director and Audit & Supervisory Board Member sufficient time forconsideration in advance, materials necessary for judging the agenda and bills for the Board of
Directors' meeting shall be given to each Director and Audit & Supervisory Board Member nolater than one (1) week prior to the day of the meeting (by three (3) days prior to the day of themeeting at the latest).
(b) Each Director and Audit & Supervisory Board Member shall attend the Board of Directors'
meeting after a prior close consideration, and if considering that materials given in advance are
not enough, request additional information or materials or conduct a necessary research by
him/herself. Executive officers or other persons concerned shall accede to said request or
cooperate in said research.
(5) Referring bills to the optional Independent Advisory Committee for advice; andadvice/involvement of the Independent External Directors
In making an important operational decision, the Board of Directors shall secure objectivity,transparency and fairness in the decision-making, by going through the following procedure
before the deliberation in the Board of Directors' meeting:(a) Bills concerning a nomination of candidates for Directors/Audit & Supervisory Board
Members, appointment of Operating Officers, as well as remunerations for Directors, Audit &Supervisory Board Members and Operating Officers shall be referred to the Nominating &Remuneration Committee.
(b) Bills concerning countermeasures against the purchase of shares in ADEKA on a large scale
shall be referred to the Independent Committee for advice. The Independent Committee shallissue recommendations to the Board of Directors by the day designated by the Board of
Directors. The Board of Directors shall respect said recommendations to the fullest extent.

(c) For an important operational decision, it shall be referred to the optional Independent
Advisory Committee to be established from time to time for advice, where appropriate.
(6) Minutes
For the business of the Board of Directors' meeting, minutes stating the record of proceedings andthe result thereof shall be prepared.

In addition, with respect to any matters for which bills havereferred to an optional Independent Advisory Committee for advice, and any recommendation or
advice, etc. has been issued by the optional Independent Advisory Committee, the contents of said
advice, etc. shall be entered in the minutes of the Board of Directors' meeting, or a document
which contains the contents of said advice, etc. shall be attached to the minutes; provided,
however, that this shall not apply if a majority of the members of the optional Independent
Advisory Committee determine that said entry or attachment is not required.
(7) Use of outside experts
When the Board of Directors deems it necessary in light of the importance of bills to bedeliberated in the Board of Directors' meeting, or the securement of transparency, fairness andappropriateness of decision-making, then opinions and advice of outside professionals, including,but not limited to, attorneys at law and certified public accountants, shall be actively used.
Article 8 (Meetings of only External Officers)
For making a mutual exchange of information and a frank exchange of opinions, External
Directors and External Audit & Supervisory Board Members (collectively "External Officers")
shall hold a meeting of only External Officers from time to time, where appropriate.
Article 9 (Management Council)
1. The Management Council shall consist of full-time Directors and Operating Officers , and shallpreviously deliberate any important matters that require a resolution of the Board of Directors, ordeliberate and resolve any important matters relating to business execution that do not require aresolution of the Board of Directors.
2. The President & Chief Operating Officer shall convene the Management Council's meetings
and act as chairman thereof.
3. Audits may attend the Management Council's meetings.
4. For explanation of bills, General Manager of the department responsible for the subject mattersshall explain the bills in person, and may, where appropriate, cause any persons managing
business activities to attend the meeting and to report or state their opinions on the business intheir charge.
5. For the business of the Management Council's meeting, minutes stating the record ofproceedings and the result thereof shall be prepared and go through approval of the President &Chief Operating Officer, and shall be set his/her signature and seal.
6. Matters concerning management of the Management Council shall be stipulated in theManagement Council Regulation.

Article 10 (Nominating & Remuneration Committee)
1. The Nominating & Remuneration Committee shall consist of three members, all of whom are
directors in principle, and the majority shall be independent External Directors.
2. The Nominating & Remuneration Committee, as an advisory committee of the Board of
Directors, shall deliberate and resolute matters relating to the nomination of candidates for
Directors/Audit & Supervisory Board Members, appointment of Operating Officers, as well as
remunerations for Directors, Audit & Supervisory Board Members based on consultation by the
Board of Directors.
3. Matters concerning management of the Nominating & Remuneration Committee shall be
stipulated in the Nominating & Remuneration Committee Regulation.
Article 11 (Independent Committee)
1. The Independent Committee shall consist of highly independent External Officers, and shall be
convened, in cases where any person who intends to purchase a large number of shares in ADEKA
appears, in order to secure transparency and objectivity of the countermeasure procedures to betaken by ADEKA for raising corporate value of, and securing common interest of shareholders
of, ADEKA. The Independent Committee's meeting shall be held also under usual condition twicea year, and where business conditions of ADEKA shall be reported by Managements.
2. From an objective and evenhanded standpoint, the Independent Committee shall evaluate anddeliberate, and issue to the Board of Directors a recommendation on countermeasures to be taken
against, the acquisition offer proposed by a person who intends to purchase a large number ofshares in ADEKA. In making decision on countermeasures to be taken by ADEKA against theacquisition offer proposed by a person who intends to purchase a large number of shares in
ADEKA, the Board of Directors shall respect said recommendation to the fullest extent.
3. The Independent Committee may, at the expense of ADEKA, receive any advice from attorneys
at law, certified public accountants or other professionals appointed by the Independent
Committee.
4. Matters concerning management of the Independent Committee shall be stipulated in the
Guidelines for Purchase of a Large Number of Shares.
Article 12 (Audit & Supervisory Board)
1. The number of Audit & Supervisory Board Members shall be less than five (5), and half ormore of the Audit & Supervisory Board Members shall be External Audit & Supervisory Board
Members.
2. The Audit & Supervisory Board shall appoint full-time Audit & Supervisory Board Members
by its resolution.
3. In addition to the roles and responsibilities stipulated in laws, and the Article of Incorporationand the Audit & Supervisory Board Regulations of ADEKA, the Audit & Supervisory Board shall:(1) establish the criteria for selecting outside accounting auditors; and(2) develop such environment as enables outside accounting auditors to conduct a high level audit.
4. Matters concerning management of the Audit & Supervisory Board shall be stipulated in the
Audit & Supervisory Board Regulations.

Chapter III Directors and Audit & Supervisory Board Members
Article 13 (Action guidelines for Directors and Audit & Supervisory Board Members)
Directors and Audit & Supervisory Board Members shall fully understand the following action
guidelines, and act in accordance with the laws, the articles of incorporation and other regulations
as well as these Guidelines for the benefit of ADEKA:(1) Directors and Audit & Supervisory Board Members shall at any time consider proactively,
speak positively, and act actively in accordance with, what is the best for ADEKA, as amember of the Board of Directors, the Audit & Supervisory Board or other conference
bodies;(2) Directors and Audit & Supervisory Board Members shall be not a person who represents only
the interest of any department in their charge or other specific departments, but a person who
represents the interest of all of the shareholders;(3) There shall be no vertical relationship between members of the Board of Directors and the
Audit & Supervisory Board, and all of the members shall have the same status;(4) Directors and Audit & Supervisory Board Members shall make an effort to understand thebusiness of ADEKA; and(5) Directors and Audit & Supervisory Board Members shall at any time make an effort to,understand the rights and status of stakeholders, and cooperate with stakeholders, as amember of the Board of Directors, the Audit & Supervisory Board or other conference bodies.
Article 14 (Nomination of candidates for Directors/Audit & Supervisory Board Members,
and appointment of Operating Officers)
1. According to the Exhibit 3 “Criteria for nomination of candidates for Directors/Audit &Supervisory Board Members, and appointment of Operating Officers”, the plan for nomination ofcandidates for Directors/Audit & Supervisory Board Members and appointment of Operating
Officers developed by the Representative Director & President shall be determined by the Boardof Directors, after consultation with the Nominating & Remuneration Committee.
2. For nomination of candidates for Directors/Audit & Supervisory Board Members, the following
items shall be taken into consideration:(1) Performance, experience, knowledge and personality of the candidates;(2) Diversity of composition of the Board of Directors (from a broad standpoint, such as sex,
nationality, parent organization, background, age); and(3) Appropriateness of scale of the Board of Directors.
Article 15 (Remunerations of Directors and Audit & Supervisory Board Members)
1. The amount of the remuneration of Directors and Audit & Supervisory Board Members shallbe such that it will fully work as motivation for appropriate and sound performance, so that they
can make a transparent, fair, prompt and brave decision which will result in raising corporate
value and common interest of shareholders.
2. The policy for determining the amount of the remuneration of Directors, Audit & Supervisory
Board Members and Operating Officers shall be as set forth in Exhibit 4.
Article 16 (Concurrently serving as Directors or Audit & Supervisory Board Members)
When concurrently serving as a director or Audit & Supervisory Board Member of any company
other than ADEKA Group, a Director or Audit & Supervisory Board Member shall limit the
number of other companies for which he/she concurrently serves as a director or Audit &Supervisory Board Member to within a reasonable scope so as not to hinder the execution of
his/her duties as a Director or Audit & Supervisory Board Member of ADEKA Group.

Article 17 (Rights of Directors and Audit & Supervisory Board Members)
ADEKA shall give Directors and Audit & Supervisory Board Members the following authorities
or benefits in order for them to fully perform their duties:(1) To receive any advice from attorneys at law, certified public accountants or other professionals
appointed by the Director or Audit & Supervisory Board Member individually at the expenseof ADEKA;(2) To take out any Directors' and Officers' Liability Insurance (insured amount: 1,000,000,000
JPY or more) which covers any and all lawsuits or other claims filed during his/her term ofoffice or within ten (10) years after the resignation; and(3) For a Director or Audit & Supervisory Board Member without duties to execute the business,to conclude a liability limitation contract.

Chapter IV Self-evaluation of the Board of Directors; development of complianceenvironment
Article 18 (Evaluation of effectiveness of the Board of Directors)
Analysis and evaluation of the effectiveness of the Board of Directors of ADEKA shall be carriedout by the following method once a year (at the end of the year):(1) The Board of Directors shall carry out an anonymous survey of all Directors and Audit &Supervisory Board Members and analyze and evaluate the effectiveness of the Board of
Directors based on the result thereof.
(2) In conducting an analysis and evaluation of the effectiveness of the Board of Directors, theBoard of Directors may use any external organizations, including, but not limited to,
consultants, and in which case, the name of the external organizations, range of use thereof
as well as details of transaction between ADEKA and the external organizations shall beentered in the report.
Article 19 (Training)
The policy for the training of Directors, Audit & Supervisory Board Members and Operating
Officers of ADEKA shall be as set forth in Exhibit 5.
Article 20 (Code of conduct of employees)
1. As a code of conduct that employees of ADEKA Group should abide by, the "ADEKA GroupCode of Conduct" shall be established as set forth in Exhibit 6.
2. The Compliance Promotion Committee (with the officer in charge of compliance as a chairman)
shall take measures to cause each employee to be thoroughly familiar with, and entrench as acorporate culture, the "ADEKA Group Code of Conduct", including, but not limited to, making
an effort to thoroughly communicate and explain it to and among employees so that they can fully
understand it and reflect it to their actions, and establishing a forum for employees to talk witheach other. The Compliance Promotion Committee shall also review its system and prepare any
materials for explanation in various languages therefor, where appropriate.
Article 21 (Internal audit system)
The basic policy for the internal audit system of ADEKA shall be as set forth in Exhibit 7.
Article 22 (Whistle-blowing system)
The basic policy for the whistle-blowing system of ADEKA shall be as set forth in Exhibit 8.
ADEKA Group shall prohibit act of retaliation against whistle-blowers, and a person who do notabide by said basic policy shall be subject to harsh disciplinary actions.

Chapter V Securement of rights of shareholders; accountability to shareholders

Article 23 (Dialogue with shareholders)
1. ADEKA shall positively have constructive communication with shareholders. In
communicating with each other, ADEKA and shareholders shall make an effort to understand the
purpose of such communication each other.
2. The policy for promoting constructive communication with shareholders shall be as set forthin Exhibit 9.
3. The Board of Directors and the Audit & Supervisory Board shall be responsible to design sucha system as makes it possible to communicate with shareholders in accordance with the policy set
forth in the preceding paragraph.
Article 24 (Measures for General Meeting of Shareholders)
1. To give shareholders an enough opportunity to review the agenda and bills for the General
Meeting of Shareholders, ADEKA shall:(1) make an effort to promptly send a convocation notice, no later than at least three (3) days priorto the statutory time limit at the latest;(2) participate in the electronic voting platforms established by Tokyo Stock Exchange;(3) announce on the TD-net and ADEKA's website the contents of convocation notice, before
sending out the convocation notice; and(4) consider translating a convocation notice of ADEKA, where deeming it necessary taking into
consideration the ratio of foreign investors owning shares in ADEKA and the contents ofbills for the General Meeting of Shareholders.
2. ADEKA shall make an effort to avoid holding an Annual General Meeting of Shareholders on
the day on which many other companies concurrently hold their annual general meeting ofshareholders, so that a lot of shareholders of ADEKA can attend the Annual General Meeting of
Shareholders.
Article 25 (Capital policy; and policy for cross shareholding)
1. ADEKA shall make an effort to raise shareholder value, by continuous growth and appropriate
return to stockholders.
2. The basic policy for the capital policy of ADEKA shall be as set forth in Exhibit 10.
3. The policy for cross shareholding and the principle for exercise of voting rights in cross-heldshares of ADEKA shall be as set forth in Exhibit 11.
Article 26 (Transactions with related parties)
In making a transaction with related parties (officers, major shareholders and so on), ADEKA
shall go through the examination by its legal department for securing the fairness in contents andconditions of said transaction and for securing the appropriateness of the process fordetermination, and in particular, for certain important transactions, undergo a resolution of theBoard of Directors' meeting where any Independent External Directors is attending.

ADEKA

shall also secure the appropriateness of said transaction and protect the benefit of minor
shareholders, by undergoing an audit conducted by Audit & Supervisory Board Members and the
Operational Audit Office for this process.

Chapter VI Others
Article 27 (Amendment and disclosure of these Guidelines)
1. A resolution of the Board of Directors shall be required for amending or disclosing these
Guidelines.
2. Amendment of these Guidelines (including Exhibit; the same shall apply hereinafter) shallpromptly be announced.
3. The announcement of these Guidelines shall be made on ADEKA's website (ADEKA's
Homepage).

Supplementary Provisions
1. The CGC Promotion Committee (Secretariat: Legal & Public Relations Department) shall be
responsible for administration of these Guidelines.
2. Revision or repeal of these Guidelines shall, after deliberation of the CGC Promotion
Committee, be determined by the Board of Directors.

Exhibit 1
Outline of the authorities of, and the scope of the delegation of authorities toManagements or other business executors from, the Board of Directors

ADEKA shall define the important matters concerning corporate management which should be
resolved at the board of directors meeting (Matters to be Resolved by the Board of Directors) inthe "Board of Directors Regulations" as follows, and details of which shall be provided for in the"Detailed Regulations for Matters to be Resolved by the Board of Directors".

＜Matters to be Resolved by the Board of Directors (major ones)＞(1) Matters concerning the General Shareholders’ Meetings
Calling of the General Shareholders’ Meetings; determination of bills; appointment ofconvocator and chairman, etc.
(2) Matters concerning officers and employees
Appointment/dismissal of the Representative Director and the Executives; executive
appointment (including Nomination of candidates for Directors/Audit & Supervisory Board
Members, and appointment of Operating Officers); conclusion of, and mitigation of
responsibility under, a liability limitation contract; approval of conflicting interest
transactions and competitive transaction; human affairs concerning important employees,etc.
(3) Matters concerning organizations/regulations, etc.
Establishment, change or abolition of important organization; establishment, revision andrepeal of important regulations and systems, etc.
(4) Matters concerning shares/share options, etc.
Determination of subscription requirements for shares; disposition or cancellation oftreasury shares; share split; capital bonus; issuance of share warrant; gratis allocation;
cancellation; corporate bond; issuance of bond with warrant, etc.
(5) Matters concerning accounting of ADEKA
Approval of accounting draft; business reporting; Approval of financial statements anddetailed statement thereof; capitalization of reserve fund; matters concerning interim
dividend, etc.
(6) Matters concerning assets of ADEKA
Appropriation of and acceptance of assignment of important assets; borrowing in asignificant large amount, etc.

(7) Matters concerning operation of business of ADEKA and ADEKA Group Determinationand change of business plan; approval of proposed budget; corporatization of start-up
business; separation/abolition of existing business, etc.
(8) Other important business execution
Conclusion/amendment of important contract; termination; Important announce; lawsuit
arrangement; matters to be determined by the Board of Directors under any laws or the
Articles of Incorporation; other matters deemed by the Chairman & Chief Executive Officer
that they should be resolved by the Board of Directors.
＜Delegation of authorities from the Board of Directors to any Managements or otherbusiness executors＞
With respect to business execution other than Matters to be Resolved by the Board of Directors
mentioned above, that is, the business execution delegated from the Board of Directors to any
Managements or other business executors, important ones shall be deliberated and determined by
the Management Council in accordance with the Management Council Regulations, and theremainder shall be executed with an approval of a person having decision authority (the President& Chief Operating Officer, Operating Officer in charge, or General Manager of the relevant
department) in accordance with the Decision Regulations.

Exhibit 2 Functions/roles expected to be fulfilled by External Officers; and Criteria for
determining independence of External Officers
I. Functions/roles expected to be fulfilled by External Officers
ADEKA expects External Officers (External Directors and External Audit & Supervisory Board
Members) to fulfill the following functions/roles for corporate governance, respectively:- External Directors shall supervise and evaluate the business execution of Directors in order tosecure and improve the appropriateness and transparency of decision-making in business
management from the point of view as a representative of the interests of general shareholders(Monitoring Function), and give useful advice to Managements based on a great deal of expertiseand experience as outside experts from the point of view of a third party (Advisor Function); and- External Audit & Supervisory Board Members shall improve transparency and fairness ofbusiness management by checking and indicating violation of any laws or the Articles ofIncorporation of, or material unfair actions of, Directors in their business execution, from an
independent standpoint (Enhancement of Independence of Audit). Expecting that fulfillment ofthese functions/roles will help ADEKA to grow in a sustainable way, raise its mid-and-long term
corporate value and shareholder value, prevent any misconduct, protect the benefit of generalshareholders, and thereby enhance the corporate governance, ADEKA hereby appoints External
Directors and External Audit & Supervisory Board Members.
II. Criteria for determining independence of External Officers
Based on the functions/roles ADEKA expects External Officers to fulfill as mentioned above, theBoard of Directors shall nominate any persons who are not likely to have a conflict of interest
with general shareholders in light of personal relationship and capital relationship with, andexistence and scale of business relationship with, ADEKA, as candidates of Independent External
Officers (Independent External Directors and Independent External Audit & Supervisory Board
Members).
A person who meets all of the following requirements shall be deemed to be a person with enoughindependence:
1. He/She is not a business executor of, or a person from, ADEKA Group, and no his/her close
relatives, etc. (Note 1) have been a business executor of ADEKA Group for five (5) years;
2. He/She is not or has not been any of the following persons for five (5) years:(1) A business executor of large shareholder (Note 2) of ADEKA;(2) A business executor of main client (Note 3) of ADEKA, or a business executor of any company
whose one of the main clients is ADEKA;(3) A business executor of main loan lender (Note 4) of ADEKA;

(4) A person who belongs to any audit corporation which engages in a statutory audit of ADEKA;(5) A person who is obtaining a large amount (Note 5) of money, etc. other than officers'
remuneration;(6) A business executor of any organization for which any of ADEKA's officers takes office as an
officer and any of the officers of which takes office as an officer for ADEKA;(7) A business executor of any organization which is receiving a large amount of donation or
subsidy (Note 6) from ADEKA.
3. No his/her close relatives, etc. falls under any of the persons listed in 2(1) through (7) above.
Note:
1. "Close relatives, etc." means spouses, relatives within the second degree of kinship, or otherrelatives living together with him/her.
2. "Large shareholder" means a shareholder who owns ten percent (10%) or more of the total
voting rights in ADEKA at the end of the fiscal year.
3. "Main client" means a client of ADEKA whose annual transaction amount in the past three(3) fiscal years exceeds ADEKA's consolidated gross sales or two percent (2%) of its
consolidated gross sales.
4. "Main loan lender" means a financial institution from which ADEKA is borrowing any funds
whose total balance at the end of the fiscal year is more than two percent (2%) of theconsolidated assets of said financial institution.
5. "Large amount" means the case where the amount of money, etc. he/she has obtained fromADEKA as an individual person in the past three (3) fiscal years on average exceeds 10,000,000
JPY, or the case where the amount of consideration ADEKA has paid to any organization towhich he/she belongs in the past three (3) fiscal years on average exceeds two percent (2%) of
the amount of gross sales or gross income of said organization.
6. "Organization which is receiving a large amount of donation or subsidy" means anorganization which is receiving any donation or subsidy exceeding 10,000,000 JPY a year fromADEKA.
In appointing External Directors and External Audit & Supervisory Board Members, in addition
to the independence from ADEKA, it shall be required as additional requirements for candidates
that he/she has superior personality and insights, and high level of expertise and businessexperience in business management, laws, accounting and so on.

Exhibit 3 Criteria for nomination of candidates for Directors/Audit & Supervisory Board
Members, and appointment of Operating Officers
Nomination of candidates for Directors/Audit & Supervisory Board Members, and appointmentof Operating Officers in ADEKA shall be made as follows:○ As for candidates for Directors or Operating Officers, the Representative Director & President
shall determine the nominated candidates from among persons who are recommended by each
Director as a person satisfying the requirements of the following 1 through 4 or who are electedby the Representative Director & President by himself.
○ As for candidates for Audit & Supervisory Board Members, the Representative Director &President shall determine the nominated candidates from among persons who are recommended
by each Audit & Supervisory Board Members as a person satisfying the requirements of thefollowing 1 through 4 or who are elected by the Representative Director & President by himself,
and obtain a consent thereto from the Audit & Supervisory Board.
○ With respect to the aforesaid nominated candidates determined by the Representative Director& President, the Board of Directors shall, before deliberation of the Board of Directors, consult
with the Nominating & Remuneration Committee in advance about the plan of such determination,and then the Board of Directors shall approve (or reject) by resolution the nominated candidates,
taking into consideration opinions and advice of the Nominating & Remuneration Committee
therefor.
<Selection Proposal Standards >1. General criteria(Directors/Audit & Supervisory Board Members)
He/She has superior personality and insights, and broad knowledge, experience and performancenecessary to actively perform his/her duties as a Director or Audit & Supervisory Board Member,and to engage in various deliberation in the Board of Directors, the Management Council and soon.
(Executive Directors/Operating Officers)
He/She has superior qualification, ability, influence and confidence necessary to grasp and resolve
any problems arising in departments in charge, as well as insights and a sense of ethics to fully
abide by laws and business ethics.

He/She has integrative leadership to seek not only the interestof a department in his/her charge or other specific departments but the best choice for ADEKA
from a company-wide standpoint (overall optimization), and to unify other officers and employees
toward fulfillment thereof.
2. Knowledge criteria

He/She has a basic knowledge of the Companies Act, the Financial Instruments and Exchange
Act and so on indispensable for officers, as well as a basic knowledge of governance practice,finance and financial affairs.
3. Training criteria
He/She has undergone or is planned to undergo a training course for officers established by
ADEKA, or he/she is deemed to have experience and knowledge similar to or higher than thoseof persons having undergone said training course.
4. Available time criteria
The number of other companies for which he/she concurrently serves as a director or Audit &Supervisory Board Member is limited to within a reasonable scope.
It is deemed that nothing will prevent him/her from attending at least seventy-five percent (75%)
of the Board of Directors' meetings.

In particular, in the event of emergency, he/she can securesufficient time for his/her duties.
Dismissal of Directors, Audit & Supervisory Board Members, and Operating Officers in ADEKA
shall be made as follows:○ Directors and Audit & Supervisory Board Members who fall under any of thefollowing dismissal proposal standards shall be subject to a dismissal proposal.
Board of Directors shall, before deliberation of the Board of Directors, consult with theNominating & Remuneration Committee about the said dismissal proposal to bepresented to the General Shareholders’ Meeting and shall make decisions by aresolution of the Board of Directors based on the opinions and advice of theNominating & Remuneration Committee.
○ Operating Officers who fall under any of the following dismissal proposal
standards shall be subject to a dismissal proposal. Board of Directors shall, before
deliberation of the Board of Directors, consult with the Nominating & Remuneration Committee
about the said dismissal proposal developed by the Representative Director &President and shall make decisions by a resolution of the Board of Directors basedon the opinions and advice of the Nominating & Remuneration Committee.
<Dismissal Proposal Standards>
1．Serious misconduct
2．Significant breaches of obligations, violations of laws and regulations, thearticles of incorporation, and other regulations of ADEKA Group which havecaused serious damage to ADEKA Group or hindrance to its business
operations.
3．Significant interference with the execution of duties
4．Apparent lack of each requirement of the Selection Proposal Standards
5．Falling under the causes of disqualification as set forth in Paragraph 1 of Article
331 (as for Directors) and Paragraph 1 of Article 335 (as for Audit & Supervisory
Board Members) of the Companies Act

Exhibit 4 Policy for determining the amount of the remuneration of Directors, Audit &Supervisory Board Members and Operating Officers
Officers' remuneration in ADEKA shall consist of remuneration as a consideration for the
execution of the duties, bonus (only for Executive Directors and Operating Officers) linked to theperformance of both ADEKA and the individual in the relevant fiscal year, and stock-based
rewards (only for Executive Directors and Operating Officers) as an incentive for raising midand-long term corporate performance and shareholder value.
1. Remuneration of Directors and Audit & Supervisory Board Members
As for Directors' remuneration, a remuneration proposal developed by the Representative
Director & President based on the remuneration criteria determined by the Board of Directors
within the scope of the maximum limit resolved by the General Shareholders’ Meetings shall be
consulted with the Nominating & Remuneration Committee, and then the Board of Directors shalldetermine the amount of Directors' remuneration, taking into consideration opinions and adviceof the Nominating & Remuneration Committee therefor. For Audit & Supervisory Board
Members' remuneration, the amount of Audit & Supervisory Board Members' remuneration shallbe determined by consultation between Audit & Supervisory Board Members.
2. Bonus to Directors
As for Bonus to Directors (except for External Directors), a bonus proposal shall be developedby the Representative Director & President, taking into consideration ADEKA's performance in
relevant fiscal year, the amount of bonus in previous years and other various factors
comprehensively, within the scope of the maximum limit resolved by the General Shareholders’Meetings. Said bonus proposal shall be consulted with the Nominating & Remuneration
Committee before the deliberation of the Board of Directors, and then the Board of Directors shalldetermine by resolution the amount of Directors' bonus, taking into consideration opinions andadvice of the Nominating & Remuneration Committee therefor.

For External Directors andAudit & Supervisory Board Members, no bonus shall be paid, and only remuneration as aconsideration for the execution of the duties shall be paid to them.
3. Stock-based Rewards
As for Stock-based Rewards to Directors (except for External Directors), a proposal of Stockbased Rewards Regulation developed by the Representative Director & President which stipulatesbase amount of rewards or base number of stocks allocated on the basis of the lank of respective
directors, within the scope of the maximum limit resolved by the General Shareholders’ Meetingsshall be consulted with the Nominating & Remuneration Committee before the deliberation of
the Board of Directors, and then the Board of Directors shall determine by resolution the Stockbased Rewards Regulation, taking into consideration opinions and advice of the Nominating &Remuneration Committee therefor. Annual Stock-based Rewards shall be paid to directors basedon the said Regulation. In order to create incentives for raising mid-and-long term corporate
performance and shareholder value, the Restriction on Transfer of Shares Agreement shall beentered into by and between respective directors and the company which set forth three-years
restriction on transfer of stocks given from the company as Stock-based Rewards. In considerationof the role of External Directors and Audit & Supervisory Board Members, no Stock-based
Rewards shall be paid to them.
4. Remuneration of Operating Officers
As for Operating Officers' remuneration, the amount determined by the Representative Director& President based on the remuneration criteria approved by the Board of Directors shall be paid.
5. Remuneration Criteria
The remuneration criteria for Directors and Operating Officers shall be established, and review
as appropriate, taking into consideration the industry level in light of ADEKA's business scaleand necessity of securing global personnel.
6. Share-holding Standard
To reinforce incentives for raising its mid-and-long term corporate performance and shareholder
value, ADEKA shall, for Executive Directors and Operating Officers, establish a standard fornumber of shares in ADEKA to be held by the officer ("Share-holding Standard") according tothe officer's duty position, and require the relevant officers to make effort to acquire bycontributing to the Shareholding Association any part of his/her remuneration or by purchasingin the market, and maintain during his/her term of office, shares in ADEKA of the number equal
to the Share-holding Standard or more.

Exhibit 5 Policy for training of Directors, Audit & Supervisory Board Members andOperating Officers
1. Object persons of training shall include not only Directors and Audit & Supervisory Board
Members but also Operating Officers (collectively "Officers, etc.").
2. In taking office as Officers, etc., Officers, etc. shall undergo the training before or immediately
after such taking office, and also thereafter, regularly undergo the training for update so that they
can deal with any revision of laws, new practices and trend of risk problems.
3. The training shall be attained with a combination of the in-house trainings and the training
sessions provided by any third party specialized agencies. In in-house trainings, visiting lecturer
shall be used, as appropriate. For training sessions provided by any third party specialized
agencies, not only trainings arranged by ADEKA but also such trainings as searched by respective
Officers, etc. by themselves may be utilized (in which case, expenses shall be borne by ADEKA
subject to in-advance application).
4. The purpose of the training is to cause Officers, etc. to master a higher level of knowledge andleadership.
(1) Examples of trainings provided by any third party specialized agencies
Roles and responsibilities in society; the Companies Act; the Financial Instruments andExchange Act; corporate governance; M & A; finance; how to read financial statements;
leadership; human resource management, etc.
(2) Examples of in-house trainings
In addition to above-mentioned general knowledge, long-term business challenges,
management strategy and financial analysis, of ADEKA, etc.
(3) Examples of trainings for Audit & Supervisory Board Members
In addition to above-mentioned items, roles of Audit & Supervisory Board Members;
accounting; risk management; internal audit; internal control; corporate ethics andcompliance, etc.
(4) Examples of trainings for persons promoted to Operating Officers
Corporate ethics and compliance; basic knowledge relating to corporate governance, etc.
5. For trainings for External Officers, an orientation for business lineup, composition of financesand organization of ADEKA, etc. shall be provided before their taking office as External Officers,
and thereafter, upon request of External Officers, further trainings and information shall be
provided as appropriate.

Exhibit 6 ADEKA Group Code of Conduct

1. Abide by laws and regulations in all corporate activities and conduct fair business in an
ethical manner
We abide by domestic and overseas laws and regulations as well as corporate internal rules andconduct fair and transparent business in accordance with social ethics.
2. Provide safe and high quality products and services
We develop and provide products and services truly contributing to construction of a sound andwealthy society. We provide products and services of safe and high quality, giving first priority tocustomers' satisfaction and reassurance.
3. Be serious about preserving the environment
We acknowledge that voluntary initiatives to the environmental efforts are essential for existence
and activities of the enterprise. We give special consideration to preservation of the environmentby endeavoring to development and provision of environmentally friendly products intended foreasy recycle and tackling aggressively conservation of resources including energy and waste
minimization.
4. Open and friendly communication and activities, to serve the interest of society and tomaintain its trust
We are willing to be a business enjoying deep-seated trust widely from the public by emphasizing
the dialogue with it.

We highly esteem traditional culture and practices not only in Japan, butalso in the countries where we are located, make best efforts to contribute to development ofcommunities in various aspects by participating in community activities, disaster relief services
and other volunteerism.
5. Foster corporate transparency by truthfully and accurately disclosing information
regarding our business activities
We disclose business information that is useful for society in a timely and appropriate manner.
We fully acknowledge the key relevance of protection of confidential information, including
privacy of customers, and deal with such confidential information as customers data stored with
us in accordance with the provisions of house rules in an appropriate and rigorous way.

6. Maintain a safe and healthy working environment for our employees
We secure a safe and healthy working environment for employees, respect their human rights,
give them an impartial and equal treatment and realize their comfortable and wealthy life, therebybuilding a vibrant company that appreciates their uniqueness and initiatives.
7. Not tolerate anti-social forces or behavior
We totally exclude the relationship with any anti-social forces and groups jeopardizing order andsecurity in the civil society and putting undue pressure on business activities and reject their
unreasonable demands aggressively.
8. Strive to achieve sustainable growth and success for the benefit of our employees,
shareholders and society
We seek for harmonization as well as co-existence and co-prosperity with the civil society andstrive for a sound and vital development and an increase of profitability through fair andtransparent management and global and innovative business activities, thereby realizing anappropriate return of our results to the society.

Exhibit 7 Basic policy for internal control system

Basic policy for the systems to secure appropriateness of operations (Internal
Control System)
June 23, 2017
Board of Directors, ADEKA Corporation
Establishment/revision
Establishment

Establishment/revision date

(1st May 15, 2016

Contents
Established pursuant to the provisions of Article 362,
paragraph (4), item (vi) of the Companies Act, andedition)

Article 100 of the Ordinance for Enforcement of theCompanies Act.
Revision (2nd edition)

March 24, 2008

Added the provisions concerning the internal control
system promotion organizations, the prevention ofdamages caused by, and ban on relations with, antisocial forces; Amended the provisions concerning the
Employees who should assist Audit & Supervisory
Board Member's duties

Revision (3rd edition)

May 12, 2015

Review and expansion of the provisions, on the groupinternal control and, on the matters concerning audit
system

Revision (4th edition)

March 17, 2016

Amended the provisions of ''7. Employees who should
assist Audit & Supervisory Board Member's duties"

Revision (5th edition)

March 16, 2017

Amended the provisions of ''5.(2) Management
Council”

Revision (6th edition)

June 23, 2017

Amended the provisions of ''5. (2)Management
Council”

Basic policy for the systems to secure appropriateness of operations (Internal Control
System)Pursuant to the provisions of Article 362, paragraph (4), item (vi) and paragraph (5) of theCompanies Act, and Article 100 of the Ordinance for Enforcement of the Companies Act, a basic
policy for the systems to secure appropriateness of operations of corporate group ("ADEKA
Group") consisting of ADEKA and its subsidiaries ("Group Company" or "Group Companies")(such system, hereinafter referred to as "Internal Control System") shall be established, as follows:
1. Basic policy for business operations(1) Management policy"To be a company that is progressive and dynamic with a keen attitude towards the newchanging tide "/ " Creating a better future for the people of the world "We strive to accelerate business deployment, focusing on highly competitive and technologicallysuperior product lines in the world market, and provide the market with, state-of-the-art products
using original and superior technology and, products responding to needs of our customers, andthereby ultimately, contribute to promoting global welfare. We also strive to harmonize the further
soundness of our business operations with the global society, by fully taking into consideration in
our business the request and profit of stakeholders surrounding us, in response to any changes inour business environment with extreme sensitivity.
(2) ADEKA Group Code of Conduct
As guidelines for our business activities, we hereby establish the "ADEKA Group Code of
Conduct", action guidelines for ADEKA Group's officers and employees derived from the
management policy set forth in (1) above, as follows:(i) Abide by laws and regulations in all corporate activities and conduct fair business in an
ethical manner(ii) Provide safe and high quality products and services(iii) Be serious about preserving the environment(iv) Open and friendly communication and activities, to serve the interest of society and tomaintain its trust(v) Foster corporate transparency by truthfully and accurately disclosing information regarding
our business activities(vi) Maintain a safe and healthy working environment for our employees(vii) Not tolerate anti-social forces or behavior(viii) Strive to achieve sustainable growth and success for the benefit of our employees,
shareholders and society

2. System to ensure that performance of duties by Directors or employees conforms to theprovisions of applicable laws and the Articles of Incorporation (Compliance)(1) Compliance promotion organization
ADEKA shall establish the Compliance Promotion Committee (with the officer in charge ofcompliance as a chairman) consisting of officers and one (1) outside lawyer as an organizationin charge of promoting compliance management of ADEKA Group, make an effort to develop,
and grasp problems of, a company-wide compliance system. ADEKA shall also establish ineach department a Compliance Promotion Responsible Manager (General Manager of thedepartment, in principle) and a Compliance Promotion Manager (Compliance leader of each
workplace designated by the Compliance Promotion Responsible Manager).
(2) Group Compliance Regulations
ADEKA shall establish as a regulation governing the compliance management of ADEKA
Group, and promote development of the compliance promotion organization system,
management of compliance activities (including but not limited to education andenlightenment) and operation of the whistle-blowing system based on, the Group Compliance
Regulations.
(3) Code of ethics/manuals
ADEKA shall repeatedly communicate (by the Representative Directors) a spirit of complianceto and among every officers and employees and make them thoroughly understood that every
business activities are premised on compliance of laws, by using, in addition to the "ADEKA
Group Code of Conduct", various code of ethics and manuals, including, but not limited to, the"Compliance Action Guidelines", a norm of behavior detailing the ADEKA Group Code of
Conduct, and the "Compliance Casebook (collection of cases)", a collection of cases thereof.
The Compliance Promotion Committee shall regularly review said code of ethics and manuals.
(4) Compliance education/training
The Compliance Promotion Committee shall thoroughly promulgate a spirit of compliance toall officers and employees, by the education/training system with a combination of a stratified
training and a training classified by theme/laws, based on the cascade method, that is, a way of
promulgation that ADEKA first provides the Compliance Promotion Responsible Managers ofeach department with compliance education and then said Compliance Promotion Responsible
Managers thoroughly communicate said compliance education to and among every employees
in said department. ADEKA shall enlighten by using in-house newsletter or other internal
media.
(5)Monitoring and business audit(i) The Compliance Promotion Committee shall regularly conduct a monitoring and survey onthe status of compliance of laws and the degree of penetration of a sense of compliance, etc.
in ADEKA.
(ii) The Operational Audit Office shall cooperate with the Compliance Promotion Committee,
including, but not limited to, reporting to the Compliance Promotion Committee mattersconcerning compliance among the result of internal audit.
(iii) The Chairman of Compliance Promotion Committee shall report to the Board of Directors
and to Audit & Supervisory Board Members the activity status of the Compliance Promotion
Committee and problems on compliance.
(6) Whistle-blowing system
ADEKA shall establish a Whistle-blowing Hot-line and, make an effort to detect early, andsecure information on, any violation of compliance.
ADEKA shall also further strengthen, and enhance the function of, the whistle-blowing system,and establish the Compliance Whistle-blowing Regulations that clarify the procedure forwhistle-blowing to the Whistle-blowing Hot-line, the protection of whistle-blowers and so on,
in response to the Whistle-Blower Protection Act.
(7) Internal control system promotion organization
ADEKA shall strive to strengthen the company-wide internal control system, by establishing
the Internal Control Promotion Committee (headquarters level) and subcommittees by businesssegment thereunder, for the purpose of building and improving the system for the “Evaluationof and Report on Internal Control Over Financial Reporting” pursuant to the Financial
Instruments and Exchange Act (Japanese Sarbanes-Oxley Act), in addition to specific operationand promotion of the internal control system pursuant to the Companies Act and the Ordinancefor Enforcement of the Companies Act.
Functions of the Internal Control Promotion Committee shall be as follows:(i) To secure appropriateness (legality, efficiency) of execution of operations, to secure
reliability of financial reporting, and to build, and promote operation of, a system forsafeguarding of assets; and(ii) To develop such environment and promote such illuminating activities as help employees
to raise their consciousness level concerning internal control.
(8) Prevention of damage caused by, and ban on relations with, anti-social forces
As one of the important efforts for CSR and compliance, ADEKA shall make an effort to
exclude antisocial forces. To prevent any damage caused by, and exclude any relations with,any anti-social forces, ADEKA shall designate the Legal & Public Relations Department as
a department in charge of response to the anti-social forces, develop manuals on
countermeasure for possible cases, and take a firm stand against antisocial forces,
cooperating with the police and other agencies.

3. System concerning storage and control of information pertaining to exercise by Directorsof their duties
To guarantee the appropriateness of business judgment, ADEKA shall, for any matters importantfor business management, make a decision by the Board of Directors or the Management Council
under the rules on review and meeting, and store the minutes thereof along with relevant materials
used at such decision-making. For any duties delegated to the execution line from Directors, anapproval procedure by Ringi or Decision (the request for managerial decision) shall be taken,
and the Ringi documents/Decision documents shall be stored along with relevant materials.
To secure traceability of Directors' management responsibility, the information concerning thesedecision-making procedure shall be store and managed as follows:(1) The officer in charge of the Legal & Public Relations Department shall establish the document
management regulations and the standards for storage and disposal of documents, and store thefollowing documents (including electromagnetic records) along with relevant materials:(i)Minutes of General Shareholders’ Meetings, (ii)Minutes of Board of Directors, (iii)Minutes ofManagement Council, (iv)Ringi documents/Decision documents, (v)accounting books, financial
statements, (vi)other documents specified in the document management regulations(2) In storing documents, the officer shall make an effort to adopt a method easy to retrieve stored
ones, by using index system or electronic file.
4. Rules and other systems for management of risk of loss (risk management system)(1) Establishment of the Risk Management Committee
ADEKA shall establish the Risk Management Committee (with the officer in charge of risk
management as a chairman) consisting of general managers of main staff departments(Secretariat: Legal & Public Relations Department), and then cause said Risk Management
Committee to identify and evaluate risks actually or possibly faced by each department, designa Risk Management Manual and review the risk management system.
(2) Risk Management Manual
ADEKA shall, based on the "Risk Management Manual" issued by the Risk Management
Committee, designate responsible departments by risk categories, and take such a system as
can minimize damage through prompt and correct response in case of emergency.
(3) Establishment of the Emergency Headquarters
In the event of especially high degree of urgency/importance, ADEKA shall establish theEmergency Headquarters (with the officer of the department in charge of said event as a chiefof headquarters), and cause said Emergency Headquarters to address said event in an organizedmanner in accordance with the Risk Management Manual.

(4) Audit on risk management
The Operational Audit Office shall conduct, and regularly report to the President & Chief
Operating Officer and to the Board of Directors the result of, an audit on status of the risk
management made by each department.
5. System to secure efficient performance by Directors of their duties(1) Operating Officers System
ADEKA shall strive to speed up decision-making procedure and to clarify responsibility forbusiness execution, by separating decision-making from business execution, based on the
Operating Officers System.
(2) Management Council
ADEKA shall establish the Management Council, in order to preliminarily deliberate importantmatters for which an approval of the Board of Directors is required, to share the information
on business execution among Officers, and to speed up deliberation by the Board of Directors.
The Management Council shall consist of Full-time Directors and Operating Officers, and shalldeliberate and determine the matters stipulated in the Management Council Regulation. EachManagement Council’s Meeting shall have all full-time Directors and the relevant Operating
Officers relating to the agenda of the meeting as attendees, and the appropriate section leaders
as proposers of the matter to be discussed.
(3) Term of office of Directors and Operating Officers
Term of office of Directors and Operating Officers shall be one (1) year, for the purpose ofclarifying their management responsibility and making operations more efficient.
(4) Clarifying of rules on authorities, decision-making and business execution
ADEKA shall take a system capable of securing appropriate and efficient execution by officersof their duties, by clarifying of rules on authorities, decision-making and business execution
based on the internal regulations, including, but not limited to, the Board of Directors
Regulations, the Management Council Regulations, the Authorities Regulations and theDecision Regulations. To avoid discrepancy between regulations and actual condition, ADEKA
shall promote a review of the internal regulations and standards.
(5) Budgetary management system
ADEKA shall secure efficiency of business operation, by setting numerical targets (including
those for costs) for each department at the beginning of a term, reviewing progress and statusof the achievement using the managerial accounting method, and providing feedback on the
results.
ADEKA shall also improve business efficiency, by using information technologies inaccounting system.

6. System to secure proper operations in business group(1) Departments to administer or supervise Group Companies(i) Corporate Planning Department
ADEKA shall establish the Corporate Planning Department as a department to administer
Group Companies. The Corporate Planning Department shall give guidance on, andadminister, Group Companies' management and business operation in general.
(ii) Business Headquarters
ADEKA shall establish business headquarters ("Business Headquarters") in charge of eachbusiness of ADEKA Group. The Business Headquarters shall give advice or guidance on,
and administer, business strategies of each Group Company under its charge ("Group
Company under the Charge" or "Group Companies under the Charge").
(iii) Operational Audit Office
ADEKA shall establish the Operational Audit Office as a department in charge of internal
audit. The Operational Audit Office shall conduct an audit over a Group Company, and report
the result thereof to the Representative Director and the Audit & Supervisory Board Membersof ADEKA and to the Group Company.
(2) Framework for reporting to ADEKA by Group Company of its business execution(i) weekly/monthly report system
The Representative Director of ADEKA shall, via the Corporate Planning Department,
receive from the representative director of a Group Company a report on the performance,
progress of the business plan and status of business execution of the Group Company under
the weekly/monthly report system.
(ii) Reporting at the board of directors meeting of Group Company
The Directors and Audit & Supervisory Board Members dispatched from ADEKA to a Group
Company shall, at the board of directors meeting of the Group Company they are attending,receive a report on, actively ask a question for and strive to collect information on, the statusof business execution of the Group Company.
(iii) Global Strategy Meeting
The Business Headquarters shall hold a Global Strategy Meeting consisting of Group
Companies under the Charge, and receive a report on their status of business, etc. from theGroup Companies under the Charge.
(iv) ADEKA Group President Meeting
At the ADEKA Group President Meeting representative directors of main domestic andoverseas Group Companies attend, the President of ADEKA shall request said representative

directors to report the status of the Group Company's management and business execution
as well as problems thereon.
(v) General shareholders’ meetings of Group Company
ADEKA shall attend the general shareholders’ meetings of each Group Company and receive
a business report there, every fiscal year.
(3) Regulations and other systems for the management of risk of loss for Group Company(i) Building and improvement by a Group Company of the system for management ofrisk of loss
ADEKA shall, through the general shareholders’ meetings of each Group Company,
request said Group Company to build and improve, and to report the status of operationof, a risk management system according to its business category and business scale,including, but not limited to, establishment of organization for management of risk of loss,
and appointment of responsible persons thereof.
(ii) System for reporting on risk of loss
In the event that any risk of loss arises or is likely to arise due to any accident, disaster orviolation of law in any Group Company, ADEKA shall promptly request said Group
Company to report to ADEKA's the Corporate Planning Department and the Business
Headquarters (in particular, in case of critical emergency, also to the Representative
Director of ADEKA) the contents of the risk of loss, degree of the loss, and its possible
effect on ADEKA and degree thereof.
(iii) Risk management during peacetime in accordance with the Risk Management
Manual
ADEKA shall designate responsible departments by individual risk category inaccordance with the ADEKA Group Risk Management Manual. The Risk Management
Committee may instruct the responsible department to educate and enlighten, to identify
and evaluate any risks actually or possibly faced by, and to review and improve the risk
management system of, the relevant Group Companies.
(iv) Establishment of a Joint Emergency TeamIn the event that a state of emergency arises, raising concerns about the possible serious
impact on ADEKA or any other Group Company, then ADEKA shall organize a Joint
Emergency Team with the Group Company, and address the concerns and minimize
damage in cooperation with the Group Company.
(4) System to secure efficient performance by directors, etc. of their duties in the Group
Company(i) Budgetary management by Group Company
ADEKA shall request each Group Company to report on its numerical targets (including
those for costs) it has set at the beginning of a term, review the progress and the status ofachievement of the budget, using the managerial accounting method, and provide the Group
Company with the feedback on the results.
(ii) Management by the Business Headquarters
The Business Headquarters shall regularly convene a meeting in order to confirm theprogress and the status of achievement of the budget in the Group Company.
(iii) Management by the Corporate Planning Department and dispatched officers
The Corporate Planning Department and officers dispatched by ADEKA shall give any
guidance or advice on the management/operation of the Group Company as appropriate, andsecure efficiency in the execution of duties.
(iv) Global business management system
ADEKA shall provide Group Companies with useful information and improve a businessefficiency, by sharing data for the business management analysis with Group Companies via
the global business management system and making it possible to immediately collectinformation.
(5) System to ensure that the execution by Group Company's directors, etc. and employeesof their duties conforms to the provisions of applicable laws and the Articles ofIncorporation(i) Sharing of the code of ethics/compliance regulations, etc.
ADEKA shall take a group-wide system for compliance, by establishing, and sharing withrespective Group Companies, the code of ethics and various regulations/manuals
applicable in common to the whole ADEKA Group, including, but not limited to, the"ADEKA Group Code of Conduct", the "Group Compliance Regulations", and the"Compliance Whistle-blowing Regulations".
(ii) Group compliance promotion organizationsi) Building and improvement by a Group Company of a promotion system
ADEKA shall, through the general shareholders’ meetings, etc. of each Group Company,
request said Group Company to build and improve, and to report the status of operationof,a compliance system according to its business category and business scale, including,but not limited to, establishment of compliance promotion organizations, andappointment of the compliance promotion responsible persons thereof.
ii) Group Compliance Conference
ADEKA shall hold a Group Compliance Conference consisting of the presidents ofrespective Group Companies and the compliance promotion responsible persons,discuss at said Group Compliance Conference any problems on compliance faced byrespective Group Companies, and strive to share the consciousness and information.
ADEKA shall also regularly hold a compliance lecture meeting for the members of theGroup Compliance Conference.
(iii) Supervision over, and audit on, Group Companyi) Officers dispatched from ADEKA
ADEKA shall dispatch its Directors or Audit & Supervisory Board Members to Group
Companies, and monitor and supervise the execution by the Group Company's directorsof their duties through said dispatched officers.
ii) Audit & Supervisory Board Members of ADEKA
Audit & Supervisory Board Members of ADEKA shall conduct an audit on the businessexecution of Group Companies.
iii) Operational Audit Office
The Operational Audit Office shall conduct an internal audit on each Group Company,
respecting the autonomy of the Group Company.
(iv) Whistle-blowing Hot-line applicable in common to Group Companies
ADEKA shall establish and operate the Whistle-blowing Hot-line applicable in common
to Group Companies in accordance with the Compliance Whistle-blowing Regulations.
In the event that any officer or employee of any Group Company makes a whistleblowing to the Whistle-blowing Hot-line, the Secretariat of Compliance Promotion
Committee of ADEKA shall promptly communicate it to the presidents of said Group
Company, the compliance promotion responsible persons or officers dispatched fromADEKA, and cooperate with said Group Company in investigating and addressing theevent, as appropriate.
7. Employees who should assist Audit & Supervisory Board Member's duties
ADEKA shall establishes the following system for securing independence of employees whoshould assist Audit & Supervisory Board Member's duties ("Assistant Employees") andeffectiveness of instructions of Audit & Supervisory Board Members, and then appoint Assistant
Employees:(i) Assistant Employees who have received any instructions from Audit & Supervisory Board
Members necessary for audit operations shall not accept any instructions or orders from
Directors, etc. for matters covered by said Audit & Supervisory Board Members' instructions,in accordance with the Audit & Supervisory Board Members' instructions;(ii) ADEKA shall appoint as Assistant Employees only persons who have such skills andexperience as are required to perform Audit & Supervisory Board Members' instructions;and(iii) Internal transfer, personnel evaluation, reward and punishment and so on of Assistant
Employees shall be subject to a prior consent of Audit & Supervisory Board Members.
8. Systems for reporting to Audit & Supervisory Board Members, and other systems tosecure the effectiveness of audits conducted by Audit & Supervisory Board Members(1) Attendance at the Board of Directors' meeting, etc., and regular liaison conference with
the Representative Director
Audit & Supervisory Board Members shall, in addition to attending the Board of Directors'
meeting or other important meetings, regularly have a liaison conference with, and receive areport on the following matters from, the Representative Director:(i) Important matters concerning business management;(ii) Important matters concerning the status of internal audit and risk management;(iii) Status and contents of whistle-blowings to the Compliance Whistle-blowing Hot-line;and(iv) Other matters important for compliance.
(2) Authorities of Audit & Supervisory Board Members
Audit & Supervisory Board Members shall have the rights to ask for a report on the result ofinternal audit from the Operational Audit Office Head, and to demand inspection of any
materials of important in-house meetings and any materials concerning decision procedures
to Directors, Operating Officers and employees, at any time.
(3) Cooperation with the Compliance Promotion Committee(i) Attendance at the Compliance Promotion Committee's meeting
Audit & Supervisory Board Members shall, in addition to attending the Compliance
Promotion Committee's meetings, receive a report on the status of the complianceactivities, from time to time.
(ii) Whistle-blowing Hot-linei)Upon receiving any whistle-blowing, the Secretariat of Compliance Promotion
Committee shall timely report it to Full-time Audit & Supervisory Board Members.
ii) In accordance with the internal regulations stipulating the securement of anonymity ofwhistle-blowers, confidentiality, prohibition of disadvantageous treatment to whistleblowers, and so on, ADEKA shall, in cooperation with Audit & Supervisory Board
Members, strive to fairly operate the Whistle-blowing Hot-line, appropriately deal withthe whistle-blowing cases, and protect the whistle-blowers.

(Supplementary provisions) 1. A resolution of the Board of Directors' meeting shall be required
to revise or amend these basic guidelines.
EndExhibit 8 Outline of the Whistle-blowing System
ADEKA shall operate the Whistle-blowing System, as follows:● ADEKA shall provide three types of route for whistle-blowing: (i) a basic route for making awhistle-blowing to the Compliance Promotion Committee via the Compliance Promotion
Responsible Manager or the Compliance Promotion Manager of each workplace; (ii) a directroute for making a whistle-blowing directly to the Compliance Promotion Committee; and (iii)
an external route for making a whistle-blowing to the Compliance Promotion Committee via
outside lawyers or external reception services.
● ADEKA shall strive to secure anonymity of whistle-blowers and protect whistle-blowers, as
follows:
Article 4 (System for handling of whistle-blowing)
2. Whistle-blowing and consultation thereof may be made anonymously. A person who
desires to make a whistle-blowing or consultation thereof anonymously shall use theexternal hot-line and state to the effect that he/she desires anonymity. Upon receiving arequest for anonymity from a whistle-blower or consulter, the external hot-line shall notreport the name of said whistle-blower or consulter to ADEKA.
Article 10 (Protection of whistle-blowers)
1. ADEKA shall not dismiss or otherwise treat disadvantageously any whistle-blower, etc.
on the grounds of his/her whistle-blowing or consultation thereof.
2. ADEKA shall take appropriate measures to prevent a working environment of whistleblower, etc. from deteriorating on the grounds of his/her whistle-blowing or consultation
thereof. In the event any person (including, but not limited to, a superior or colleague ofthe whistle-blower, etc.) treats disadvantageously or harasses the whistle-blower, etc.,
ADEKA may impose disciplinary punishment on the person in accordance with theWork Regulations.
● Upon receiving a whistle-blowing, the Compliance Promotion Committee shall promptly
conduct investigation on the fact and take prompt countermeasures, and report to the whistleblower the result of said investigation or countermeasures.

If the problem requires time tobe resolved in light of nature of the case, the Compliance Promotion Committee shall report to
the whistle-blower the progress situation, as appropriate.
● Details of the Whistle-blowing System shall be stipulated in the "Group Compliance
Regulations" and the "Compliance Whistle-blowing Regulations".

Exhibit 9 Policy for dialogues with shareholders
ADEKA shall develop a system for, and work on, promoting dialogues with shareholders inaccordance with the following policies:(1) ADEKA shall attach importance to constructive dialogues with shareholders, and make aneffort to have dialogues with shareholders through the executives such as the Representative
Directors and the officer in charge of the Finance/Accounting Department on various
occasions.
(2) As a framework to promote constructive dialogues with shareholders, ADEKA shall designate
the Legal & Public Relations Department as a responsible department in charge of SR(shareholders relations) and IR (investors relations), and designate the officer in charge of
the Legal & Public Relations Department as a Supervisory Manager thereof.
(3) Mainly, the Corporate Planning Department and the Finance & Accounting Department shall,
as a department to assist dialogues with shareholders, cooperate with the Legal & Public
Relations Department in preparing materials for the IR meetings, and where appropriate, theofficers in charge of both departments shall attend the IR meetings. Where appropriate, any
structure for cooperation with the sales department, the research department and the
production department shall also be built in connection with themes to be taken up in the
dialogues with shareholders.
(4) To identify shareholders/investors with whom ADEKA can have constructive communication
which would contribute to raise ADEKA's sustainable and mid-and-long term corporate
value, ADEKA shall regularly carry out a substantial shareholders survey.
(5) To have more dialogues with shareholders, ADEKA shall expand the opportunity to havedialogues with shareholders, including, but not limited to, holding small meetings, regularly
holding IR results briefing as well as conducting individual interview withshareholders/investors.

The General Shareholders’ Meetings and the shareholders meeting

held thereafter shall also be actively used as an opportunity of dialogues with shareholders.
(6) Opinions and concerns of shareholders grasped through dialogues with shareholders shall bereported by General Manager of the Legal & Public Relations Department to the officers incharge of the Legal & Public Relations Department and the Representative Director.

Important opinions and concerns of shareholders grasped through dialogues withshareholders shall be reported by the officers in charge of the Legal & Public Relations
Department to the Board of Directors.
(7) A person who has a dialogue with shareholders or corporate investors shall strictly manage
the insider information, and thoroughly comply with the fair disclosure principle so as not tocause any digital divide or imbalance with other general shareholders or investors.

EndExhibit 10 Basic policy for the capital policy

As a basic policy for the capital policy, ADEKA shall, maintaining its stable financial condition,
strive to make an investment for its mid-and-long term growth and secure the balance with propershareholder return.
ADEKA shall recognize its optimum capital structure, and adopt a shareholder return policy
according to said optimum capital structure. While maintaining its stable dividend, by varying theamount of dividend according to the profit in each term with the dividend payout ratio fixed,
ADEKA shall gradually raise the dividend level and return the benefit to shareholders, by actively
investing in growing markets and growing fields, and raising its mid-and-long term businessperformance.

Exhibit 11 The policy for cross shareholding and the principle for exercise of voting rights
in cross-held shares＜Policy for cross shareholding＞
In order to raise our business performance and corporate value and to strengthen our financialbase by entering into any business collaborations (including, but not limited to, capital tie-up,
joint research and development of new technology) and by strengthening business relationship ormaintaining continuous, stable and friendly relationship, with a company in which ADEKA makes
an investment ("Invested Company"), ADEKA shall hold shares in such a company as is likely tocontribute to ADEKA's business development in the mid-and-long term.
When acquiring shares of a business partner of ADEKA Group, the appropriatenessof holding of such shares shall be determined based on the Company’s decision
making procedures by the person having decision authority (the President & Chief Operating
Officer, or the Officers in charge of the relevant departments as appropriate according to the valueof the stocks), who shall make decision from the viewpoint of whether or not thestrengthening of business relations with the said customer or business partner
contributes to the improvement of our business performance and corporate value,
taking into account the current and future profitability of the said business partner.
Regarding stocks of business partners held by us, the Finance and Accounting
Department shall confirm with the relevant departments once a year the necessityof holding of each stock, whether or not it is meaningful to continue to hold the stocks
in accordance with the current trading conditions in light of the objectives at thetime of acquiring such stocks, verify the appropriateness of holding stocks bycomprehensively considering the reasonableness of holding stocks from stock pricetrends, dividends, recent major financial results, etc., report the results of theexamination to the Board of Directors, and make efforts to reduce as much as
possible by selling the stocks the holding of which is no longer reasonable, as
appropriate.
＜Principle for exercise of the voting rights in cross-held shares＞
In exercising any voting rights in cross-held shares, ADEKA shall designate a department incharge of exercising the voting rights in cross-held shares, according to the relationship with theInvested Company.
The department in charge of exercising the voting rights in cross-held shares shall, after notifying
the contents of the bills in the Invested Company for consent to, and obtaining consent of, theofficers in charge, properly exercise the voting rights.

For bills deemed to possibly prejudice the relationship with the Invested Company as well as theInvested Company's corporate value seriously, or deemed to affect ADEKA's interest as ashareholder or ADEKA's business development in the mid-and-long term, these factors shall becarefully examined in judging the exercise of the voting rights in cross-held shares.