CORPORATE GOVERNANCE

WACOAL HOLDINGS CORP.

Last Updated: on January 31, 2024

Wacoal Holdings Corp.
Masaaki Yajima, Representative Director, President and Corporate Officer; Representative Director
Contact: +81(075)682-1010
Securities Code: 3591
https://www.wacoalholdings.jp/en/
Overview of the corporate governance at Wacoal Holdings Corp. (the “Company”).

I. Basic Concepts, Capital Structure, Corporate Attributes and other Basic Information on Corporate
Governance
1. Basic Concepts(1) Group Philosophy (Mission, Spirit of Foundation)
・Our group, with the Company as its pure holding company, has been operating innerwear business and other businesses primarily in Japan, theUnited States, Europe, China and Southeast Asia with the goal of “contributing to society by helping people express their beauty”. In 2022, wehave introduced our “Mission”, the social mission statement we aim to fulfill in today’s society, defined as “committing to the enrichment of the
lives of people around the world”, “helping people realize their individuality, and their inner beauty, rather than uniform external beauty”, and“striving to solve various social issues such as the environment and human rights”.
・Based on this “Mission” and our “Founding Principles” that we have inherited over our 70-year history, we will strive to enhance our corporate
value by promoting sustainability management that aims to both solve social issues and achieve sustainable growth through our businessactivities, at the same time each of our operating companies utilizing its efforts to address complicated and diversified social issues as future
growth opportunities.
・In addition, our business activities are built upon accumulation of “mutual trust”, the trust built between people, based on our listening to the voiceof each and every one of our customers, and continuously transforming our business with a sense of humility. We aim to become an
indispensable presence in society by building relationships of mutual trust with every stakeholder, including shareholders, customers, employees,
business partners and local communities, through our continuous endeavors to enhance transparency in corporate management and to ensure
fairness and independence.
: Please see our website for more information.
The WACOAL Way https://www.wacoalholdings.jp/en/group/vision/(2) Basic Policy on Corporate GovernanceThe basic policy and purpose of our Group’s corporate governance is to continuously enhance our corporate value by increasing transparency
and ensuring the fairness and independence of our corporate management in order to build “mutual trust” in relationships with every stakeholder,
including shareholders, customers, employees, business partners, and the local community.
: Please see our website for more information.
Corporate Governance (The Company's Corporate Governance Guidelines) https://www.wacoalholdings.jp/en/group/governance/【Reasons for Not Implementing Certain Principles of Corporate Governance Code】
The Company implements all of the principles of the Corporate Governance Code.

【Disclosure Based on Certain Principles of Corporate Governance Code】

UpdatedThe Company's response to and implementation of the disclosure items based on all principles of the Corporate Governance Code aredescribed at the end of this report[Measures Aimed at Realizing Management that is Conscious of the Cost of Capital and Stock Price] (English Disclosure Available)
・In response to the disclosure request from the Tokyo Stock Exchange dated March 31, 2023, regarding “Measures Aimed at Realizing
Management that is Conscious of the Cost of Capital and Stock Price”, we have posted information as follows on our website regarding
our efforts to improve capital efficiency. Please refer to it as necessary.
◆Revised Medium-Term Management Plan https://www.wacoalholdings.jp/en/ir/management/mid_term_plan/( or https://www.wacoalholdings.jp/en/ir/library/strategy/files/wacoalpresentation20231117en.pdf )・Additionally, we have added “Principle 5-2” to the end of this report, describing our response and implementation status.

2. Capital Structure
More than or equal to 10%, but less than 20%

Shareholding ratio by foreign investors【Status of Major Shareholders】

Name of Shareholder
The Master Trust Bank of Japan, Ltd. (Trust Account)
Custody Bank of Japan, Ltd. (Trust Account)
Meiji Yasuda Life Insurance Company
MUFG Bank, Ltd.
The Bank of Kyoto, Ltd.
The Shiga Bank, Ltd.
Nippon Life Insurance Company
Mitsubishi UFJ Trust and Banking Corporation
Asahi Kasei Corporation
Custody Bank of Japan, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank,
Limited; Trust Account for the retirement allowance for Toray Industries,
Inc.)

Controlling Shareholders (excluding
parent company)―――

Parent Company

None

Number of Shares
held by Shareholder(share)5,509,400
3,720,000
3,050,000
2,986,514
2,352,530
1,751,222
1,569,961
1,525,000
1,241,207
1,205,000

Shareholding Ratio (%)
9.50
6.41
5.26
5.15
4.06
3.02
2.71
2.63
2.14
2.08

Supplementary Information
・With regard to the status of major shareholders (above), the current status as of March 31, 2023 is included.
1. The Company is holding 6,487 thousand shares of treasury stock, which are not listed in the above list of major shareholders.
2. The numbers of shares held by The Master Trust Bank of Japan, Ltd. (Trust Account), Custody Bank of Japan, Ltd. (Trust Account) and Custody
Bank of Japan, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank, Limited; Trust Account for the retirement allowance for Toray Industries, Inc.) are related
to their respective trust services.
3. The substantial shareholding report dated November 7, 2022, filed by Nomura Securities Co., Ltd. and its joint holder, which is publicly available,
indicates that the shareholders in the below table are holding respective number of the Company’s shares as of October 31, 2022. However, as wewere unable to confirm the actual status of the shareholdings of these shareholders as of the end of March 31, 2023, those shareholdings have notbeen reflected in the above list. In addition, the content of such substantial shareholding report is as follows:
Name of Shareholder

Number of Shares heldby Shareholder
33 thousand shares
111 thousand shares
2,588 thousand shares
2,732 thousand shares

Nomura Securities Co., Ltd.
Nomura International PLC
Nomura asset Management Co., Ltd.
Total

Shareholding
Ratio
0.05%
0.17%
4.01%
4.24%

3. Corporate Attributes
Stock Exchange Listings and Market DivisionTokyo Stock Exchange, prime

Fiscal Year-End

March

Category of Industry

Textiles & Apparels

Number of Employees as of the Previous
Fiscal Year-End (consolidated basis)

More than or equal to 1,000

Sales Amount as of the Previous Fiscal YearEnd (consolidated basis)

More than or equal to 100 billion yen, but less than 1 trillion yen

Number of Consolidated Subsidiaries as of
the Previous Fiscal Year-End

More than or equal to 50, but less than 100

4. Guidelines for Measures to Protect Minority Shareholders upon Transactions with Controlling Shareholders―――

5. Other Special Circumstances that May Have a Material Impact on Corporate Governance―――II. Overview of Business Management System and Other Corporate Governance Systems related to Managerial
Decision-Making, Execution and Supervision

1. Matters Concerning Organization Structure and Operations
The Company has adopted an Audit & Supervisory Board system.

Form of Organization【Information on Directors】
Number of Directors prescribed in the Articles
of Incorporation

8 (maximum)

Term of Office for Directors prescribed in the
Articles of Incorporation

1 yearChairman of the Board of Directors

President

Number of Directors

7

Election of External Directors

Yes

Number of External Directors

5

Number of External Directors designated as
Independent Officer

5

Relationships with the Company (1)NameAttributesab

Relationship with the Company*
c
d
e
f
g
h
I

j
k
Shigeru Saito
From another company
Tsunehiko Iwai
From another company
Chizuru Yamauchi
From another company
Hisae Sato
From another company
Koji Nitto
From another company* Type of relationship with the Company* Insert ○ if any the following is/was applicable to the External Director either “currently or until recently,” and insert △ if any of the following wasapplicable to the External Director in the past
* Insert ● if any of the following is/was applicable to a close relative of the External Director either “currently or until recently,” and insert ▲ if any of thefollowing was applicable to a close relative of the External Director in the pasta
A person who executes business of the Company or its subsidiariesb
A person who executes business or who is a non-executive director of a parent company of the Companyc
A person who executes business at an affiliate company of the CompanydA person (or, in case of a legal entity, a person who executes business for that entity) whose major customers include the Companye
A person (or, in case of a legal entity, a person who executes business for that entity) who is a major client of the Companyf
A consultant, accountant or legal advisor who receives a large amount of money or other property other than compensation received as an officer
from the Companyg
A major shareholder of the Company (in case of a legal entity, a person who executes business for that entity)h
A person who executes business at a customer of the Company (which does not fall under d, e and f above)i
A person who executes business at an entity which has an external officer from the Companyj
A person who executes business at an entity to which the Company makes donationsk
Other
Relationships with the Company (2)Name

Independent
Officer

Shigeru Saito

Supplementary Information
on Eligibility Requirements
Mr. Saito Shigeru does not fall under
any of the above “Relationship with
the Company (*)" a to k.

○

The “Significant concurrent positions”
are as follows.
・Representative Director andChairman, CEO of TOSE Co.,Ltd.

Reasons for the Election
Mr. Saito is currently the Representative
Director and Chairman of a softwaredevelopment firm which operates globally.
His extensive knowledge and insight as acompany manager enable him to contributeto the management of the Company. Mr.
Saito also has expertise in the IT area andgives valuable opinions and advice
regarding the digital transformation
strategies of the Company. We expect that
he will provide advice that will contribute toTsunehiko Iwai

Mr. Tsunehiko Iwai does not fall under
any of the above “Relationship with theCompany (*)" a to k.

○

The “Significant concurrent positions”
are as follows.
・External Director of Cross Plus
Inc.

Chizuru Yamauchi
Ms. Chizuru Yamauchi does not fallunder any of the above “Relationshipwith the Company (*)" a to k.

○

The “Significant concurrent positions”
are as follows.
・Advisor of Nippon Life Insurance
Company
Ms. Yamauchi is the Advisor of Nippon
Life Insurance Company, which is oneof our major shareholders, however,the shareholding ratio is 2.7% on avoting right basis and there is noconcern with respect to her
independence.

Hisae SatoMs. Hisae Sato does not fall under anyof the above “Relationship with theCompany (*)" a to k.

○

The “Significant concurrent positions”
are as follows.
・Councilor of International Christian
University
・Member of Fund Management
Committee of Local Public Service
Mutual Aid Associations
・Member of Fund Management
Committee of Pension Fund
Association for Local Government
Officials
・Member of Japan Science andTechnology Agency
・Member of Pension Actuarial
Subcommittee of the Social Security
Council, Ministry of Health, Labor andWelfareenhance our corporate value and strengthen
oversight over the Company.
Also, because he meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of External
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated him as anindependent officer.
Mr. Iwai served as the Representative
Director of a cosmetics manufacturer anddistributer which operated globally. Mr.
Iwai’s extensive knowledge and insight as acompany manager, as well as his expertiseon research & development, production andtechnology enable him to contribute to the
management of the Company. He also
provides valuable opinions and advice
based on his knowledge on compliance orsustainable management and knowledge
acquired at a company which “pursues
beauty” like our Company. He also serves
as the Chair of both the Nomination of
Directors Advisory Committee andRemuneration of Directors Advisory
Committee. We expect that he will provide
advice that will contribute to enhance ourcorporate value and strengthen oversightover the Company.
Also, because he meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of External
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated him as anindependent officer
Ms. Yamauchi has extensive knowledge andexperience as an executive, as well as
expertise in diversity and inclusion. We
expect that she will provide advice onhuman resources strategies, such as
women’s empowerment and humanresource development, as well as advice
that will contribute to enhancing corporate
value, and supervise the management of theCompany.
Also, because she meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of External
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated her as anindependent officer
Ms. Sato has experience as an asset
management consultant at a foreignaffiliated organization/personnel asset
management consulting firm, and as a chief
investment officer overseeing pension
assets on a global level for a global
automobile manufacturing and sales
company. Ms. Sato also has a wealth ofknowledge and insight, particularly in theareas of investment and financial capital
markets, having served as a member ofvarious investment-related committees for
public pension funds and government
agencies in Japan.
We expect that she will utilize her
experience and expertise to improve theCompany’s corporate value and contributestrengthening the supervisory function of theBoard of Directors. We therefore requestthat Ms. Sato be elected as an External
Director. Although Ms. Sato has never been
involved in corporate management otherthan serving as an External officer, we
believe that she will be able to appropriately
fulfill her role as an External Director for theabove reasons and her experience of being

Koji Nitto

Mr. Koji Nitto does not fall under any of
the above “Relationship with theCompany (*)" a to k.

○

Existence of Voluntary Advisory Committee
equivalent to Nomination Committee orRemuneration Committee

The “Significant concurrent positions”
are as follows.
・Director of CiRA Foundation

involved in management of an incorporated
educational institution as a trustee and acouncilor.
Also, because she meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of External
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated her as anindependent officer.
Mr. Nitto has extensive experience as amanager who can incorporate finance into
management strategies, serving as a CFO
and Senior Management Executive Officerof the Global Strategy Division of anelectronic equipment manufacturing andsales company that operates control
equipment and healthcare businesses
globally. In particular, we believe hisknowledge and insight based on his
experience leading return on invested
capital (ROIC) management at the said
company with multiple business portfolios
will contribute to improving our profitability
and capital efficiency.
We expect that he will utilize his experienceand expertise to improve the Company’s
corporate value and contribute tostrengthening the supervisory function of theBoard of Directors.
Also, because he meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of External
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated him as anindependent officer.

Yes

Status, Members and Attributes of Chairperson of the Voluntary Advisory Committee(s)Name ofCommittee

Number ofMembers

Number of
Full-timeMembers

Number ofInternal
Directors

Number ofExternal
Directors

Number ofExternal
Experts

Committee
Chair(Chairperson)

Voluntary Advisory
Committee equivalent toNomination Committee

Executive
Nomination
Advisory
Committee

7

0

2

3

0

0

External
Director

Voluntary Advisory
Committee equivalent toRemuneration Committee

Executive
Compensat
ion
Advisory
Committee

7

0

1

3

0

1

External
Director

Other

Supplementary Information(1) <Nomination of Directors Advisory Committee>
・This Committee discusses and provides recommendations to our Board of Directors on matters related to evaluation, election, dismissal, andpromotion of Directors, and on matters regarding establishment and revisions of rules and bylaws of Directors.
・ This Committee is composed of the following 7 members. The Committee is also attended by 1 Independent External Audit & Supervisory Board
Member as an observer. (Representative Director and President, Director of Supervisor of Group Business Management, and Independent External
Directors 5 members)(2) <Remuneration of Directors Advisory Committee >・This Committee discusses and provides recommendations to our Board of Directors on matters regarding performance review and remuneration of
Directors, and matters regarding remuneration system of Directors.
・ This Committee is composed of the following 7 members. The Committee is also attended by 1 Independent External Audit & Supervisory Board
Member as an observer. (Director of Supervisor of Group Business Management, Director in charge of Group Personnel (or Corporate Officer), andIndependent External Directors 5 members)
・External Director Mr. Tsunehiko Iwai serves as the Chair of the Both Advisory Committees. A majority of the members the Committee consist of
Independent External Directors to enhance its independence and objectivity. Attendance and approval of all committee members is required to passresolutions.
・A summary of both advisory committees and their activities for the fiscal year ending March 31, 2023 are included in "2. Matters Concerning
Functions of Business Execution, Audits/Supervision, Nomination and Decisions etc. Compensation (Outline of Current Corporate Governance
System)" in Section II of this report.

【Information on Audit & Supervisory Board Members】
Establishment of an Audit & Supervisory
Board

Yes

Number of Audit & Supervisory Board
Members prescribed in the Articles ofIncorporation

5

Number of Audit & Supervisory Board
Members

5

Status of Cooperation among Audit & Supervisory Board Members, Accounting Auditor and Internal Audit Department(1) <Cooperation between Audit & Supervisory Board Members and Internal Audit Department (Audit Office)>・Our Audit & Supervisory Board Members and Internal Audit Department (audit office) hold regular meetings for reporting and confirmation once amonth. The main purpose of these meetings is to report the discussions held at major meetings attended by our Audit & Supervisory Board Members,
activities conducted by our audit office, and other matters. We have implemented an audit system allowing the sharing of documents and informationnecessary for audits so that audit working papers are mutually exchanged and confirmed by our Audit & Supervisory Board Members and the audit
office and the audit can be performed more efficiently and effectively through cooperation between our Audit & Supervisory Board Members and theaudit office.
・The reporting line of the internal audit department (Audit Office) not only reports semi-annually to the Representative Director and President andDirector in charge of Group Business Management pursuant to the “Internal Audit Regulations” mentioned above, but also to the Board of Directors,
the Audit & Supervisory Board Members, and the Audit & Supervisory Board.
(2) <Cooperation between Audit & Supervisory Board Members and Accounting Auditors>
・Corporate auditors and accounting auditors hold regular reporting and review meetings. The contents included explanations of audit plan, report on
results of audit pursuant to companies act, report on quarterly review, and report on results of audit pursuant to financial instruments and exchange act
and internal control audit. During the fiscal year ended March 31, 2023, they met seven times in May, June, July, August, November, and February(twice) as regular meetings, and three times in October, January, and March as extraordinary meetings, for a total of 10 meetings.（In addition,
extraordinary meetings were held in October, January, and March, for a total of 10 meetings.
・In addition, the Board of Directors held discussions with the Independent Auditor regarding the contents of the "Key Audit Considerations (KAM)" in
the audit report, and requested explanations as necessary. In addition, discussions are held as necessary to address fraud risks and other issues asappropriate.
Election of External Audit & Supervisory
Board Members

Yes

Number of External Audit & Supervisory
Board Members

3

Number of External Audit & Supervisory
Board Members designated as Independent
Officer3

Relationships with the Company (1)Name
Mitsuhiro Hamamoto
Hitoshi Suzuki
Motoko Tanaka* Type of relationship with the Company

Attributes
Attorney-at-law
From another company
Certified public accountantabRelationship with the Company*
c
d
e
f
g
h
i
△
△

j

k

* Insert ○ if any of the following is/was applicable to the External Audit & Supervisory Board Member either “currently or until recently,” and insert △ if
any of the following was applicable to the External Audit & Supervisory Board Member in the past
* Insert ● if any of the following is/was applicable to a close relative of the External Audit & Supervisory Board Member either “currently or until
recently,” and insert ▲ if any of the following was applicable to a close relative of the External Audit & Supervisory Board Member in the pasta
A person who executes business of the Company or its subsidiariesb
A person who is a non-executive director or accounting advisor of the Company or its subsidiariesc
A person who executes business or who is a non-executive director of a parent company of the CompanydA person who is an audit & supervisory board member of a parent company of the Companye
A person who executes business at an affiliate company of the Companyf
A person (or, in case of a legal entity, a person who executes business for that entity) whose major customers include the Companyg
A person (or, in case of a legal entity, a person who executes business for that entity) who is a major client of the CompanyhA consultant, accountant or legal advisor who receives a large amount of money or other property other than compensation received as an officer
from the Companyi
A major shareholder of the Company (in case of a legal entity, a person who executes business for that entity)j
A person who executes business at a customer of the Company (which does not fall under f, g and h above)k
A person who executes business at an entity which has an external officer from the CompanylA person who executes business at an entity to which the Company makes donations
m Other

Relationships with the Company (2)Name

Mitsuhiro Hamamoto

Hitoshi Suzuki

Independent
Officer○○

Supplementary Information on
Eligibility Requirements
Mr. Mitsuhiro Hamamoto does not fallunder any of the above “Relationshipwith the Company (*)" a to m.
The “Significant concurrent positions”
are as follows.
・Representative attorney-at-law at
Hamamoto Law Office・External Director of TVE Co., Ltd.
・External Auditor of OsakaHyogo
Ready-Mixed Concrete Industrial
Association
・External Audit & Supervisory Board
Member of Rengo Co., Ltd.
Mr. Hitoshi Suzuki is marked with “△”for g in “Relationship with theCompany (*)” a to m for the following
reasons.
Until June 2014, Mr. Suzuki held aposition to execute business at The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
(current “MUFG Bank, Ltd.”), a major
shareholder and lender of theCompany. It has been 9 years since hehas retired from the said bank as an
executive and accordingly, there is noconcern with respect to his
independence.
The “Significant concurrent positions”
are as follows.
・Advisor of Mitsubishi UFJ Researchand Consulting Co.,Ltd.
Ms. Motoko Tanaka is marked with “△”for h in “Relationship with the Company(*)” a to m for the following reasons.

Motoko Tanaka○

Until June 2020, Ms. Tanaka held aposition at Deloitte Touche Tohmatsu
LLC, our accounting auditor, but Ms.
Tanaka has never engaged in audits of
the Company during the said period
and there is no concern with respect toher independence.
The “Significant concurrent positions”
are as follows.
・Managing Partner of Tanaka CPA
Office;・External Director and Audit &Supervisory Committee Member of
TOWA Corporation

Reasons for the Election
We believe that Mr. Hamamoto is qualified
to be our External Audit & Supervisory
Board Member, as he has legal knowledge
and great store of experience of businessand commercial issues as an attorney atlaw.
Also, because he meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of External
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated him as anindependent officer
After Mr. Suzuki fulfilled his duties at a major
financial institution in overseas location andin the market sector, Mr. Suzuki has gained
experience in deliberating monetary policy
as a member of the Policy Board, which is
the highest decision-making body of the
Bank of Japan. We believe that he willcontribute to the improvement of theCompany’s audit system through his
knowledge and experience.
Also, because he meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of External
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated him as anindependent officer.
Ms. Tanaka has extensive experience
working at a major audit firm as a certified
public accountant and U.S. certified public
accountant and has a high level of expertisein finance and accounting. We hope that she
will contribute to the improvement of theCompany’s audit system through her
knowledge and experience, and therefore
request that Ms. Tanaka be elected as anExternal Audit & Supervisory Board
Member. Although Ms. Tanaka has neverbeen directly involved in corporate
management other than serving as anExternal officer, we believe that she will beable to appropriately fulfill her role as anExternal Audit & Supervisory Board Member
for above reasons.
Also, because she meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of External
Officers (to ensure independence)” andbecause there are no concerns that any

conflict of interest with general shareholders
may arise, we have designated her as anindependent officer.

【Information on Independent Officers】
Number of Independent Officers

8

Other Matters concerning Independent Officers<Independence of External Officers>
・ The Company has clearly stated the “Criteria for the Election of Officers” and “Criteria for Quality of Officers” and described.
<Criteria for Election of Officers>
・ The Company shall appoint directors and corporate auditors (hereinafter collectively referred to as "officers") in accordance with the appointment
and dismissal standards set forth below.
・
Criteria for Election
1. A candidate with superior character and knowledge who is mentally and physically healthy;
2. A candidate who has a law-abiding spirit;
3. A candidate who has comprehensive experience in business operation, company management, the legal community, administration, accounting,education or culture and art and upon re-election, his/her management performance and contribution to the group management during the term ofoffice shall be considered;
4. One third of the number of Directors shall be External Directors, and with respect to External Directors and External Audit & Supervisory Board
Member (collectively, the “External Officers”), a candidate who is not in violation of the “Criteria for Election of External Officers (to ensure
independence)” separately prescribed by the Company;
5. With respect to External Officers, a candidate who is not currently holding a position as an officer of 4 or more listed companies; and6. Candidates whose appointment to the Board of Directors or the Board of Corporate Auditors will contribute to the balance of knowledge,
experience, and expertise, and ensure diversity in terms of gender, internationality, work experience, and age.
・1.
2.

Criteria for Removal
If an officer acts against public policy; orIf an officer is neglecting its duties and deemed to be failing to fulfill its duties.

<Criteria for Election of External Officers (to ensure independence)>
・The Company believes that External Directors and External Audit & Supervisory Board Members (collectively, hereinafter referred to as “External
Officers”) should have sufficient independence to avoid conflicts of interest with the general shareholders of the Company.From this perspective, theCompany appoints candidates for External Officers who do not fall under any of the following categories:
1. Has held a position to execute business (Note 1) at the Company and any of its consolidated subsidiaries (collectively, “Wacoal Group”) in thepast;
2. Is a major shareholder holding the shares of the Company under its own name or another name whose percentage of voting rights is equal to or
higher than 5% (in case such major shareholder is a legal entity or an association such as general partnership (the “Entities”), a candidate whoholds a position to execute business at such Entities);
3. A candidate who:
(1) is a major client of Wacoal Group or who considers Wacoal Group as a major client of the candidate (in case such candidate is an Entity, acandidate who holds a position to execute business at such Entity) (Note 2);(2) is a major lender of Wacoal Group (in case such lender is an Entity, a candidate who holds a position to execute business at such Entity)(Note 3);(3) holds a position to execute business as lead manager of the Company;(4) holds a position to execute business at any Entity in which Wacoal Group holds shares with a percentage of voting rights equal to or higher
than 5%;
4. A certified public accountant who works at an audit firm that is the Accounting Auditor of Wacoal Group;
5. Any legal counsel, accountant, tax accountant, patent attorney, consultant or other expert who receives a large amount (Note 4) of money orother property from Wacoal Group (in case such candidate is an Entity, an expert who works at such Entity);
6. Anyone who receives a large amount of donations from Wacoal Group (Note 5) (in case such candidate is an Entity, a candidate who holds a
position to execute business at such Entity);
7. A person who executes business at another company which has an external officer from the Company;
8. A spouse or second-degree relative of a person who materially falls under any of the items under 1 through 7 above (Note 6);
9. A candidate who used to fall under any of the items under 2 through 8 above during the past three years; and10. A candidate who is deemed to be subject to special circumstances under which a possible conflict of interest with general shareholders of theCompany may arise.
It should be noted, however, that a candidate who falls under any of the items under 2 through 9 above, but who fulfills the requirements of an external
officer under the Companies Act, may under exceptional circumstances become a candidate for an External Officer if the Company deems it
appropriate for such candidate to be appointed as an External Officer and if the Company describes its reasons for making such judgement.
End
Note 1: A person holding a position to execute business shall mean an executive director, executive officer and other employee who is in an equivalent
position.
Note 2: A major client shall mean a supplier or purchaser of Wacoal Group whose average amount of transactions in the last 3 years exceeded 2% of
the consolidated net sales of Wacoal Group or those of the supplier or purchaser.
Note 3: A major lender shall mean a financial institution or an individual who provides loans to Wacoal Group and whose average amount ofoutstanding loans in the last 3 years exceeded 2% of the consolidated total assets of the Company or those of such lender;
Note 4: A large amount shall mean that the average annual amount of compensation payable for the duties performed by the expert in the last 3 years
exceeded 10,000,000 yen, whether such expert as an individual or the organization that such expert belongs provides services to Wacoal Group.
Note 5: A large amount shall mean that the average annual amount of donation in the last 3 years exceeded 10,000,000 yen.
Note 6: A significant person shall mean (i) a member or other person who is in an equivalent position in case of a certified public accountant who
belongs to an audit firm or an accounting firm, a partner or other person who is in an equivalent position in case of a lawyer who belongs to a law firm,
and a person who is in an equivalent position in case of another expert who belongs to an Entity, and (ii) an executive director, executive officer,
corporate officer, an employee who is in a position of senior management (i.e., a general manager or higher level) in case of a person who executes
business at an Entity, and an executive holding a title such as trustee, councilor and auditor, as well as any other person who is objectively andreasonably deemed to have equal significance as any of the above.

【Incentives】
Status of Implementation of Measures toGrant Incentives to Directors

Adoption of a performance-linked compensation system and stock option plan

Supplementary Information
・ The Company adopts “performance-based bonus” that is linked to the business results of each fiscal year, and “share-based stock option incentive”
which is an incentive from a mid-to-long term viewpoint.
(Additionally, at the 73rd Ordinary General Meeting of Shareholders held on June 29, 2021, the Company resolved to abolish the share-based stock
option incentive and introduce a new transfer-restricted stock compensation plan for Directors (excluding External Directors). This was done so that
Directors would share the risk of stock price fluctuations with shareholders, while further increasing their motivation to improve the stock price andcorporate value.)Internal Directors and Directors of Subsidiaries

Eligible Recipients of Stock Options

Supplementary Information· The Company introduced a stock compensation system with transfer restrictions in the fiscal year ending March 2021 (FY2020). However, stock
options allocated as compensation through the fiscal year ending March 2020 (FY2019) remain in effect.

【Information on Directors’ Compensation】
Disclosure Status (of compensation for
individual directors)

Not disclosed

Supplementary Information
Aggregate amount of remunerations, etc., paid to each category of officers, aggregate amount of remunerations, etc.,
by type thereof, as well as the number of relevant officers (fiscal year ending March 2023):
Aggregate
Fixedperformance-based
Restricted StockOf the items on theamount ofcompensationcompensation
Compensation
left, non-monetarycompensation(Millions of yen)
(Millions of yen)compensation, etc.
(Millions of yen)
Directors (excluding
External Directors)
Audit & Supervisory
Board Members(excluding External Audit& Supervisory Board
Members)
External Officers

Number of
officers
covered

216

172

－

44

44

5 members

40

40

－

－

－

2 members

50

50

－

－

－

6 members(Note) (1) The number of Directors, Audit & Supervisory Board Members and External Officers was 3, 2 and 6, respectively. The number of
Directors and Audit & Supervisory Board Members in the table above includes one (1) Director who resigned upon the close of the 74th
Ordinary General Meeting of Shareholders held on June 29, 2022 and 1 Director who resigned on November 30, 2022.
(2) The total amount of remuneration for directors (excluding external directors) includes remuneration from consolidated subsidiaries.
(3) Non-monetary remuneration to Directors (excluding External Directors) comprises stock options in the amount of 44 million yen.

Policy for Determining the Amount or Calculation Method ofCompensation

Yes

Details of Disclosure on Policy for Determining the Amount or Calculation Method for Compensation
・The Company has established a policy on determining the details of remuneration payable to each Director (this “Policy”).
・The remunerations paid to Directors under our remuneration system for officers consists of “Basic Remuneration,” the amount of which is fixed, and“Bonus,” which is linked to the business results of each fiscal year, as well as “Restricted Stock,” which is linked to medium- and long-term businessresults.
・In the case of External Directors and Audit & Supervisory Board Members who shall be in the position independent from the management, only “BasicRemuneration” is paid because any remuneration linked to business results are not appropriate in such case.

(1) <Basic compensation>
・The basic remuneration is based on the so-called single rate remuneration system, in which the same remuneration is paid for the same position. The
Company annually verifies the adequacy of the level of remuneration, which has been set according to the business results and scale of the Company andis based on comparison with other companies within the same industry or of the same scale through the investigation results on remuneration prepared by
an external agency.
・ Specific details of basic remuneration amount for Directors are determined by the Board of Directors based on the reports prepared by the Remunerationof Directors Advisory Committee, which is composed by members, majority of which are Independent External Directors. The basic remuneration amountfor Audit & Supervisory Board Members is determined after discussion within the Audit & Supervisory Board.
(2)<Performance-based Bonus (performance-based remuneration)>・The total amount of the performance-based bonus is based on achievement as a percentage of the consolidated operating income recorded for eachfiscal year, plus other performance factors (consolidated net sales, consolidated income before income taxes), to increase the degree of linkage
between bonuses and consolidated business performance. Performance-based bonus is paid once a year after approval at the general meeting ofshareholders for the relevant fiscal year.
・The amount of performance-based bonus to Directors is resolved at a Board of Directors meeting and the total amount is approved at the general
meeting of shareholders based on reports prepared by the Remuneration of Directors Advisory Committee, which is composed of members, half ofwhich are Independent Directors.

(3)< Restricted Stock (non-monetary remuneration)>・The Company had newly introduced the restricted stock compensation plan, where the Company granted shares of its common stock to Directors(excluding Outside Directors) of the Company. (hereinafter referred to as "Eligible Directors"). The Company believes that such awards better alignthe interests of the Eligible Directors with those of its shareholders by sharing the of price fluctuation risk with our shareholders and increasing
incentives to contribute to the improvement of share price and corporate value.
・The restricted stock are determined in consideration of the monthly amount of basic remuneration and the fair value of stock, which in turn aredetermined pursuant to the recommendations of the Remuneration of Directors Advisory Committee, which is composed of members, majority ofwhich are Independent External Directors and will be allotted in the number determined and resolved at a Board of Directors meeting once a year.
・To promote shared priorities with shareholders over long periods, eligible directors who are allotted transfer-restricted stock may not cancel the
restriction on transfer of the allotted shares during the period from the date of delivery of the transfer-restricted stock until the date of retirement fromthe position of director, Audit & Supervisory Board member, or executive officer of the Company or any of its subsidiaries as determined by the Boardof Directors of the Company.

【Support System for External Directors (External Audit & Supervisory Board Members)】
・For our External Directors, the Management Planning Department distributes documents setting out the proposals presented to Board of Directors’
meetings in advance and gives prior briefings on important matters.
・As a system to support our Audit & Supervisory Board Members, including the External Audit & Supervisory Board Members, we have established anadministrative office for our Audit & Supervisory Board. The prior briefings for our External Audit & Supervisory Board Members on the proposals
presented to the Board of Directors’ meetings are conducted by our Internal Audit & Supervisory Board Members.

【Status of persons who have resigned from positions such as President and Representative Director】
Details of Disclosure on Policy for Determining the Amount or Calculation Method for Compensation
Title/Position

Services

Work style and conditions(Full-Time, Part-Time,
Remuneration, etc.)

Date of resignation as
President, etc.

Honorary
Chairperson

They offer their opinions and advice in
response to requests from the Company's
management. In addition, some of themserve in positions at externalorganizations.
[Major public office positions]
Chairman, Kyoto Chamber of Commerceand Industry
Vice Chairman, Japan Chamber ofCommerce and Industry
Chairman, Nihon Body Fashion
Association
Chairman, Kyoto Costume InstituteFull-time with remuneration

Jun. 29, 2022

Name

Yoshikata
Tsukamoto

The total number of former Presidents, Representative Directors, etc. serving as advisors.
consultants, etc.:

Other Matters
―――

1

Term

No particular
stipulations

2. Matters Concerning Functions of Business Execution, Audits/Supervision, Nomination and Decisions etc.
Compensation (Outline of Current Corporate Governance System)
・The following situation regarding our current corporate governance structure is described at the end of this report using charts and graphs(Updated September 2023).
(1)
(2)
(3)
(4)

<Outline of Current Corporate Governance System> (Updated September 2023)<Outline of the Board of Directors and Other Organizations> (Same as above)< Status of Activity of the Board of Directors, Nomination of Directors Advisory Committee and Remuneration of Directors Advisory Committee(Fiscal Year ended March 31, 2023)>< Status of Audit>

3. Reasons for Using the Current Corporate Governance System
・The Company has adopted a governance system by a “Board of Directors” composed of Directors who are experts in each business area andExternal Directors with diverse careers, and an “Audit & Supervisory Board” including External Audit & Supervisory Board Members. We, as aholding company, believe that this governance system is effective in supervising and auditing the execution of duties at our group companies and torealize and maintain high-quality management.
・In addition, the Nomination of Directors Advisory Committee and the Remuneration of Directors Advisory Committee have been established asadvisory bodies to the Board of Directors. The fairness, independence and objectivity are enhanced by having a majority of both of theseCommittees composed of Independent External Directors and by having an Independent External Director serve as the Chair of each of theseCommittees.
For the foregoing reason, we have adopted our current governance system.

III. Status of Implementation of Measures related to Shareholders and Other Stakeholders
1. Initiatives to Revitalize General Meeting of Shareholders and to Facilitate Exercise of Voting Rights
Supplementary Information

Early Delivery of Convocation Notice for the General
Meeting of Shareholders

We send out our convocation notice no later than three weeks (the period designated bylaw is two weeks) prior to the meeting in order to ensure sufficient time to examine theagenda items.

Exercise of Voting Rights by Way of Electromagnetic
Means

Since the 68th Ordinary General Meeting of Shareholders held on June 29, 2016, we haveadopted the way of exercising voting rights using electromagnetic devices (e.g., personal
computers, smartphones, tablet devices).

Participation in Platform for Exercising Voting Rights by
Electronic Means and Other Efforts toward Improving
Environment for Exercise of Voting Rights by
Institutional Investors

Since the 68th Ordinary General Meeting of Shareholders held on June 29, 2016, weparticipate in the “Platform for Exercising Voting Rights” managed by ICJ, Inc.

Provision of Convocation Notice (Summary) in English

We submit the English version (full text) of the convocation notice to the Tokyo Stock
Exchange. We also post on our website since the 74th Ordinary General Meeting of
Shareholders held on June 29 2022.

2. IR Activities

Supplementary Information

Explanation
byRepresentative

The Corporate Governance Guidelines, including the “Basic Policy on
Information Disclosure”, were established in 2015 and published on the
Company's website.
Preparing and Disclosing Disclosure Policy: Corporate Governancehttps://www.wacoalholdings.jp/en/group/governance/: Basic Policy on Information Disclosure
https://www.wacoalholdings.jp/en/ir/management/discloser/

Holding Regular Briefing Sessions for Individual
Investors

In addition to holding briefing sessions, etc., several times a year, we also
disseminate information through our website.
For the fiscal year ending March 31, 2023, we held a seminar for individual
investors by the CFO (Representative Director, Vice President and Executive
Officer in charge of Group Business Management).

No

Holding Regular Briefing Sessions for Analysts and/or
Institutional Investors

Briefing sessions are held every quarter. In the second quarter and thesettlement of accounts (fourth quarter), the President and Representative
Director explains financial results, management policies, and management
strategies.
In addition, in the first and third quarters, the CFO explains the financial results,
and business managers provide explanations in response to requests fromanalysts and institutional investors.

Yes

Holding Regular Briefing Sessions for Foreign Investors

The Company conducts regular meetings with foreign investors using online
tools to explain corporate performance and strategy. In addition, the President
and Representative Director participates in conferences hosted by securities
companies.
(For the fiscal year ending March 2023, we participated in an online conference
hosted by a securities company).

Yes

Uploading IR Materials on Company Website

Statutory and voluntary disclosure materials (including convocation notice for thegeneral meeting of shareholders, annual securities report (quarterly report),
timely disclosure materials, financial statements (reports of quarterly financials
and results), integrated report, and bellwether indicators such as monthly salesdata) are posted on the Company’s website.
In addition, we provide a video presentation of management policy and strategy
by the Representative Director, President and CEO in the second quarter andfourth quarter of each fiscal year, and a video presentation of financial results by
the CFO (in charge of Group Business Management) on a quarterly basis.

: Investor Relations
https://www.wacoalholdings.jp/en/ir/

Division (Person) in charge of IR

Other

Investor Relations Dept. Corporate Communication Dept.
Director of Investor Relations
CFO（Representative Director, Vice President and Executive Officer and CFO
in charge of Group Business Management）Akira Miyagi
Investor Relations Administrative Liaison Manager
Head of Corporate Communication Dept. Keiji Komatsubara
In addition to quarterly financial results briefings, we hold sequential briefingsand one-on-one meetings on individual businesses and important issues.
In addition to above, our outside directors hold one-on-one meetings withanalysts and institutional investors as appropriate. (In the fiscal year ending
March 31, 2023, outside director dialogues were held with nine companies.)

3. Initiatives to Respect Interests of Stakeholders
Supplementary Information

Provisions of Internal Rules for Respecting Interests of
Stakeholders

We have included provisions related to our respect for the interests of stakeholders in the“Wacoal and its Business Activities” and “Wacoal and Society” sections of the “Corporate
Ethics: Wacoal’s Code of Conduct.”

Implementation of Environment Conservation Activities,
CSR Activities, etc.

We have established 11 materialities (material issues) with our customers, our employees,
the environment, society, and governance as targets. These will serve as our benchmarks
until 2030 for our business' growth and our work to achieve a sustainable society. The
Corporate Communications Department has been appointed to promote sustainability, andis actively driving the group's sustainability activities. As for environmental conservation
activities, we strive to create products that will be loved by consumers for a long time while
also promoting business activities that take environmental issues into consideration, basedon our recognition that "protecting the environment is a corporate responsibility."
Report integrating the CSR Report and Annual Report is published once a year.
: Material Issues
https://www.wacoalholdings.jp/en/ir/management/materiality/

Formulation of Policies for Disclosure of Information to
Stakeholders

We prescribe the “Corporate Ethics: Wacoal’s Code of Conduct” and make efforts toensure full awareness of timely and appropriate disclosure of information required bystakeholders.
Also, we are actively disclosing information to stakeholders pursuant to the “Basic Policy
on Information Disclosure.”: Basic Policy on Information Disclosure
https://www.wacoalholdings.jp/en/ir/management/discloser/

Other

We believe that constructive dialogue to enhance corporate value is important to deepen
mutual trust with all stakeholders.
: Engagement with Stakeholders
https://www.wacoalholdings.jp/en/sustainability/talk_with_stockholder/IV. Matters Regarding the Internal Control System
1. Basic Concept of the Internal Control System and its Status
・Pursuant to the provisions of Item 6, Paragraph 4, Article 362 of the Companies Act (Authorities of Directors, etc.), we have established the following
systems to ensure that the execution of duties by the Directors of the Company complies with laws and regulations and the Articles of Incorporation,and the systems required by the applicable Ordinance of Ministry of Justice to ensure that the business conduct of the business group comprised of
the Company and its subsidiaries is appropriate.
・We will continue to improve this internal control system and will work to build a system that is more appropriate and efficient.
<System to Ensure Appropriate Business Conduct>(1)

System to ensure that execution of duties by Directors and/or employees is in compliance with laws and regulations and the Articles ofIncorporation
・To ensure that all Directors and employees of the business group comprised of the Company and its subsidiaries (the “Wacoal Group”)
comply with laws and regulations and the Articles of Incorporation and conduct business based on sound social norms, We have enacted
the “Wacoal Code of Ethics” and the “Corporate Ethics: Wacoal Standards of Conduct.”・
We have established a Corporate Ethics and Risk Management Committee, for which our Representative Director, President and CEO acts
as the administrative manager and our Representative Director, Vice President and Executive Officer and CFO in charge of Group Business
Management acts as the chairperson, in order to improve our system of compliance, to consider any compliance issues which may have amaterial impact on the Wacoal Group, to enhance awareness and enlightenment on corporate ethics and to effectively promote control ofany management risks on the Wacoal Group.
・We have established a system under which our legal/compliance department could be promptly notified if a Director and/or employee of the
Wacoal Group becomes aware of a compliance issue which may have violated the “Wacoal Code of Ethics” or the “Corporate Ethics andWacoal Standards of Conduct”, or of any other compliance issues. The system includes an internal alert system (corporate ethics hotline tothe legal/compliance department and an external law firm) in which, after being notified and/or alerted, the legal/compliance department
conducts an investigation and formulates preventive measures after discussions with the related department. If the issue is critical, thelegal/compliance department will refer the matter to the Corporate Ethics and Risk Management Committee and will report the results of its
deliberation to the Board of Directors and/or Audit & Supervisory Board.
・The “Corporate Ethics and Wacoal Standards of Conduct” prescribes that Directors and employees shall firmly refuse to comply withdemands of antisocial forces. In order to handle unjust demands of antisocial forces, we cooperate with outside specialized institutions,collect and/or control information related to antisocial forces and are building an internal system.

(2)

System concerning the Storage and Management of Information related to Execution of Duties by Directors
・With the approval of the Board of Directors, we have enacted “Document Management Rules” pursuant to which we store the following
documents (including electromagnetic records, hereafter the same) along with any related materials:*Minutes of the general meeting of shareholders, minutes of the Board of Directors’ meetings, minutes of the Group Management Meeting,documents for which a Director is the final decision maker and any other documents prescribed in the “Document Management Rules”
・The retention period and the place for storage of the documents prescribed in the preceding paragraph shall be subject to the “Document
Management Rules”, but such retention period shall be at least 10 years. The Directors and Audit & Supervisory Board Members shall haveaccess to these documents at all times.

(3)

Rules and Other Systems concerning Risk Management of Losses
・In order to understand the management risk within the Wacoal Group in general and to improve and/or strengthen our risk management
system, we have established a Corporate Ethics and Risk Management Committee, for which our Representative Director, President andCEO acts as the administrative manager and our Representative Director, Vice President and Executive Officer and CFO in charge ofGroup Business Management acts as the chairperson.
・The Corporate Ethics and Risk Management Committee prescribes “Risk Management Basic Rules”, subject to the approval of the Board of
Directors, which form the basis for our risk management system. The Corporate Ethics and Risk Management Committee clarifies the
responsibilities by risk category pursuant to these rules, and formulates a risk management system that thoroughly and/or comprehensively
controls potential risk within the Wacoal Group.
・
The Corporate Ethics and Risk Management Committee regularly reports on the operations of the Wacoal Group’s risk management system
to the Board of Directors.
・In order to formulate our basic policy on issues related to sustainability surrounding the Wacoal Group, we have established a Sustainability
Committee, for which our Representative Director, President and CEO acts as the administrative manager and the chairperson.
・The Sustainability Committee meets regularly on the same day as a meeting of the Board of Directors is held, to formulate specificmeasures, monitor progress, and evaluate the status of achievement based on our basic policy on sustainability issues including climatechange, global environmental issues and human rights issues.
・
The Board of Directors overseas the implementation of strategies related to the allocation of management resources and the businessportfolios to ensure that the initiatives of the Sustainability Committee contribute to sustainable growth.

(4)

System to Ensure Effective Execution of Duties by Directors
・
The Board of Directors consists of a diverse group of Directors, taking into account gender, international experience and background,professional experience, age and other factors, while ensuring that the Directors have the requisite balance of skills, such as knowledge,
experience and expertise, each in light of management strategies.
・Independent External Directors shall include those who have management experience at other companies, and in order to enhance
appropriate decision-making by our Directors, at least one-third of all Directors shall be independent External Directors.
・
In addition to decision-making on significant matters as stipulated in the applicable laws and regulations and/or our Articles of Incorporation,
the Board of Directors formulates a management plan to be shared by the Directors and/or employees within the Wacoal Group based on
consideration of medium- to long-term management strategies and social issues, directs courses of action and performance targets in themedium to short-term that are consistent with this plan and supervise the progress of its implementation.
・
The Group Management Meeting is responsible for the group’s management strategies and other important management issues under the
medium- to long-term management strategies determined by the Board of Directors.
・We will follow the business results of each Wacoal Group company on a monthly basis and report back to the Board of Directors. In
addition, we discuss our business plan at the Management Issues Review Meeting, and hold quarterly meetings of the Quarterly
Achievements Review Meeting, in which we review and confirm the quarterly business results and the implementation of measures andpolicies, and consider enhancement measures as may be necessary.
・In the specified wholly owned subsidiaries of the group, we establish appropriate and efficient system by delegating authority and clarifying
responsibilities through the executive officer system.

(5)System to Ensure Appropriate Business Conduct within Group Companies
・We have enacted our “Group Management Rules”, which prescribes basic policies regarding the management of Group companies andmatters to be decided by our Board of Directors, as well as matters to be reported to the Company and manages our Group companies inaccordance with the rules.
・
We conduct any intercompany transaction fairly in compliance with laws and regulations, accounting principles and the tax system.
・
Our audit office will conduct audits of operations within the Wacoal Group, including audits of the establishment and/or operation of ourcompliance system and risk management system, and will report the results of its audits to the Board of Directors and the responsible
departments and give guidance and/or advice related to the above to Group companies to ensure appropriate conduct of business.
・
Our foreign subsidiaries will comply with the laws and regulations of their respective home countries and will adopt a system that is in linewith our policies to the extent reasonable.

(6)

Matters concerning Assistants to Audit & Supervisory Board Members
・
Audit & Supervisory Board Members may appoint employees of the Company as their assistants who are to assist the duties of the Audit &Supervisory Board Members.
・
Such assistants shall serve on a full-time basis. In order to ensure the effectiveness and independence of such assistants, decisions on
personal affairs, including appointment, evaluation, relocation and discipline of such assistants will be subject to the consent of the Audit &Supervisory Board Members.

(7)

Reporting System of Directors and Employees to the Audit & Supervisory Board Members and Other Systems related to the report to Audit &Supervisory Board Members
・
Directors of the Wacoal Group shall promptly report to the Audit & Supervisory Board Members if they become aware of a material fact that
violates the applicable laws and regulations and/or Articles of Incorporation of each company, misconduct or a fact that may causesignificant damage to any company of the Wacoal Group.
・
Employees of the Wacoal Group may directly report to the Audit & Supervisory Board Members if they become aware of a material fact that
violates the applicable laws and regulations and/or Articles of Incorporation of each company, misconduct or a fact that may causesignificant damage to any company of the Wacoal Group. Any employee who makes such report will not be at a disadvantage for the reasonof making such report.
・
Through the reporting of the following matters in addition to statutory matters to the Audit & Supervisory Board Members by Directors andemployees of the Wacoal Group, we strive to have the Audit & Supervisory Board Members audit conducted effectively.
Matters referred to the Group Management Meeting
Monthly and quarterly Group management conditions
Results of audits of operations
The condition of our internal alert system
Other significant matters(8)

Other Systems to Ensure Effective Audit by the Audit & Supervisory Board Members
・The majority of the Audit & Supervisory Board Members of the Company will be independent External Audit & Supervisory Board Members
to enhance the transparency and neutrality of audit.
・
The Audit & Supervisory Board Members may order employees who belong to the audit office to perform any tasks that are required toprovide their services. In addition, the Audit & Supervisory Board Members may request the Company for reimbursement of expenses
incurred for performing their duties.
・
Audit & Supervisory Board Members will attend meetings of the Board of Directors and may also attend other primary meetings of the
Wacoal Group.
・
The Audit & Supervisory Board Members will regularly meet with the audit office and the Accounting Auditor to receive reports and to
exchange opinions.
・
The Audit & Supervisory Board may consult legal counsel, certified public accountants, consultants or other outside advisors as it deems
necessary.

<Outline of Operation of our “System to Ensure Appropriate Business Conduct”>(1)
System to ensure that execution of duties by Directors and/or employees is in compliance with laws and regulations and the Company’s Articles
of Incorporation
・In order to specifically develop and operate our compliance system, we have established a Subcommittee for Compliance under the
Corporate Ethics and Risk Management Committee. The Subcommittee for Compliance holds quarterly meetings, and discusses andreviews awareness of compliance and matters reported to us through the internal alert system.
・
Our legal/compliance department continues to provide level-specific group education and e-learning programs as part of our educational
activities on compliance for our employees, and has also launched periodic compliance newsletters starting from the fiscal year ended
March 31, 2023. We have been making step-by-step efforts to provide compliance awareness training, carry out third-party compliancereview, and expand the operation of the Corporate Ethics Hotline for our overseas subsidiaries.
(2)

System concerning the Storage and Management of Information related to Execution of Duties by Directors
・Documents prescribed in the “Document Management Rules” have been properly stored in accordance with the “Document Management
Rules” and the Directors and Audit & Supervisory Board Members have access to these documents on a timely basis.

(3)

Rules and Other Systems concerning Risk Management of Losses
・In accordance with the “Risk Management Basic Rules”, the Corporate Ethics and Risk Management Committee conducts a scoring
evaluation of risks extracted from each risk management organization it designates from the perspective of likelihood of occurrence anddegree of impact by using the “Business Risk Evaluation Sheet”. Risk items that are evaluated as having a significant potential impact on
the management of the Wacoal Group are submitted to the Board of Directors on a yearly basis for decision as “Group’s Materials Risks”.
・Accordingly, the Corporate Ethics and Risk Management Committee promotes risk-mitigation initiatives, identifies risks, monitors theimplementation of countermeasures, and reports to the Board of Directors on a quarterly basis and on an ad hoc basis as necessary. The
Corporate Ethics and Risk Management Committee met 6 times in June, July, September, December, January and March during the fiscal
year ended March 31, 2023.
・
In the fiscal year ended March 31, 2023, we have established a new Sustainability Committee to accelerate our initiatives to achievebalancing “to resolve social issues” and “sustainable growth” through our business. The Sustainability Committee regularly meets on thesame day as a meeting of the Board of Directors is held, monitors progress of specific initiatives with respect to issues surrounding
sustainability and evaluates achievements. The Sustainability Committee met 7 times in May, August, September, November, December,
February, and March during the fiscal year ended March 31, 2023.

(4)

System to ensure Effective Execution of Duties by Directors
・
We engage in highly transparent decision-making by appointing 5 Independent External Directors among our 7 Directors.

•・

Based on the medium- to long-term management strategies of the Wacoal Group, the persons responsible for business execution (ourDirectors (excluding External Directors) and Executive Officers) fully deliberate important management issues through the Management
Issues Review Meeting and the Group Management Meeting, which are followed by a meeting of the Board of Directors to consider andmake decisions on the management plan of the Wacoal Group for the fiscal year ending March 2024.
We hold quarterly meetings of the Quarterly Achievements Review Meeting, to confirm the business results and implementation of
measures, and implement remedial measures as necessary.

(5)

System to ensure Appropriate Business Conduct within Group Companies
・
Matters to be decided and reported by our subsidiaries are appropriately managed in accordance with the “Group Management Rules”.
・
Our audit office develops an audit plan for each fiscal year and conducts audits on the operation and internal controls of the Company andour domestic and overseas subsidiaries.

(6)

Matters concerning Assistants to Audit & Supervisory Board Members
・
Our audit office assists the duties of the Audit & Supervisory Board Members upon their request from time to time. Audit & Supervisory
Board Members have not requested or appointed any assistant for their duties.

(7)

Reporting System of Directors and Employees to the Audit & Supervisory Board Members and Other Systems related to the report to Audit &Supervisory Board Members
・The Audit & Supervisory Board Members attend primary meetings and receive reports on matters that are discussed and on the
management condition
・The Audit & Supervisory Board Members also receive reports, from time to time, on the results of audits on the operation by the audit officeand matters reported through the internal alert system.

(8)

Other Systems to ensure Effective Audits by Audit & Supervisory Board Members
・We enhance the effectiveness of audit by appointing 3 Independent External Audit & Supervisory Board Members among the 5 Audit &Supervisory Board Members.
・
The Company reimburses any and all expenses incurred by the Audit & Supervisory Board Members for performing their duties.
・The Audit & Supervisory Board Members attend meetings of the Board of Directors and other important meetings, conduct hearings with the
Directors and also visit our subsidiaries to conduct audits. In addition, the Audit & Supervisory Board Members preside at Audit &Supervisory Board Group Meetings and receive periodic reports from the Audit & Supervisory Board Members of the domestic subsidiaries.
・
The Audit & Supervisory Board Members, regularly and whenever necessary, exchange information and opinions with the Accounting
Auditor and the audit office.

2. Basic Concept of Efforts against Antisocial Forces and its Status
The “Corporate Ethics: Wacoal’s Code of Conduct” prescribes that the Company shall firmly refuse to comply with demands of antisocial forces. In
order to handle unjust demands from antisocial forces, we cooperate with specialized external institutions, collect and control information related toantisocial forces and are building an internal system.

V. Other
1. Adoption of Takeover Defense Measures
Adoption of Takeover Defense Measures

No

Supplementary Information―――

2. Other Matters Concerning Corporate Governance System
The following is an overview of the Company’s internal system for timely disclosure:(1)

Basic Stance on Timely Disclosure
・We enacted the corporate ethics regulations “Wacoal’s Code of Conduct” pursuant to the ideas that the Company “stands with the support ofsociety” and “focuses on management with business integrity and pride,” which our founder and current top management believe to be thestarting point of management, and with the aim that these ideas form the basis for the specific code of conduct for all officers and employees intheir overall business activities.
・In order for everyone to share awareness of this code of conduct, we provide practical training on corporate ethics for management-level
employees, and such management-level employees provide guidance to general employees. The content of the descriptions on the information
disclosure is as follows.
:“An act to disclose only information that is favorable to Wacoal and to hide any information that is inconvenient to Wacoal would damagetransparency and would mislead investors when making judgments.”:“Wacoal will timely and properly disclose any information required by stakeholders, in addition to significant facts as stipulated by the
Financial Instruments and Exchange Act, irrespective of the effects on share price. We will ensure reliability by enhancing the transparencyof management related information.”:“We will not share any material information obtained during the course of our business with a third party, including any relatives. Any tradingof shares prior to the disclosure of relevant facts (insider trading) is strictly prohibited.”(2)

Internal System and Operation of Timely Disclosure
The handling of material financial information and non-financial information that is subject to timely disclosure is as follows:➀ Analysis of Timely Disclosure of Information:
Statutory disclosure items under the Financial Instruments and Exchange Act and material facts prescribed in the timely disclosure rules ofstock exchanges:
Material information deemed necessary to be disclosed (information that is reasonably expected to have a material influence on investment
decisions by investors)➁ Internal System
・The Management and Planning Department, Corporate Communication division, Accounting Department, and the Legal/ComplianceDepartment are the responsible divisions for the management of information that is subject to timely disclosure. In accordance with the “Basic
Policy on Information Disclosure” established within the Company, these departments shall promptly disclose such information after determining
the relevant facts or after the occurrence, based on the confirmation provided by the Director of the Group Management Supervisor.
・ Information related to financial results is disclosed, in principle, on the day of occurrence with the approval of the Board of Directors.
・ Any facts that were determined or that occurred at our subsidiaries are reported to the Management and Planning Department by the
representatives of such subsidiaries and are disclosed through the same procedures.
・The Management and Planning Department controls information regarding the determination of material policies of the Company and operations
related to settlement of accounts, and also any events and facts, together with Corporate Communication division, the Accounting Department.
・ Also, the Legal/Compliance Department makes judgments regarding the importance of various information from a legal perspective and acts as
the point of contact for the communication with the Tokyo Stock Exchange and the Financial Services Agency upon disclosure of suchinformation.
・In order to ensure the appropriateness of information disclosure, the President and Representative Director have the Audit Office conduct audits
on the status of audits and disclosure of timely disclosure matters and the internal system

Last Updated: on January 31, 2024 Updated
Wacoal Holdings Corp.
I.
Basic Concepts, Capital Structure, Corporate Attributes and other Basic Information on Corporate Governance
1. Basic Concepts<Disclosure Based on Certain Principles of Corporate Governance Code>
When companies hold shares of other listed companies as cross-shareholdings*, they should
disclose their policy with respect to doing so, including their policies regarding the reduction ofcross-shareholdings. In addition, the board should annually assess whether or not to hold eachindividual cross-shareholding, specifically examining whether the purpose is appropriate andPrinciple 1.4. Crossshareholdings
whether the benefits and risks from each holding cover the company’s cost of capital. The results ofthis assessment should be disclosed. Companies should establish and disclose specific standards
with respect to the voting rights as to their cross-shareholdings, and vote in accordance with thestandards(1) Policy regarding cross-shareholdingsIn order to enhance our medium- to long-term corporate value, we may hold shares of other companies as cross shareholdings for the purpose of maintaining and enhancing our transactional relationships, building, maintaining andenhancing our cooperative and transactional relationships for business expansion, or maintaining stable financialtransactions.

From the perspective of improving asset efficiency, we have decided to reduce our overall cross-shareholdings by over15.0 billion yen by the end of the fiscal year ending March 31, 2025, and to reduce the ratio of policy shareholdings to
net assets to 15% or less.
(2) Examination regarding cross-shareholdings
We will examine whether the purpose of a cross -shareholding is appropriate from a medium- to long-term perspective
and whether the benefit and risks related to such cross-shareholding are appropriate given the capital cost, and will reportto the Board of Directors on a periodic basis. The Board of Directors will assess whether such shareholding contributes
to the enhancement of our medium - to long-term corporate value based on the outcome of such examination, and will
decide on whether to continue the cross-shareholding or to dispose of such shares. If our holding of any shares loses its
significance, we will dispose of and reduce as appropriate our holding of such shares after considering the circumstancesof the issuer The Board of Directors will examine the significance on each individual company.
During the current medium-term management plan (from the fiscal year ending March 2023 to the fiscal year March
2025), we initially decided to reduce our cross-shareholdings by at least 10 billion yen. The Board of Directors examined
whether income realized from each stock holding exceeds the Company’s capital cost, and whether such crossshareholding contributes to the enhancement of our corporate value. Based on results of such examination, we disposedof and reduced a total of 7 stocks that had diluted value amounting to approximately 4.0 billion yen during the current
fiscal year. And we have decided to raise our reduction of cross-shareholdings target to 15.0 billion yen.
(3) Criteria for exercising voting rights
In voting any of the shares held for cross-shareholding purposes as to any agenda item, we will determine whether or
not to vote in favor of such agenda item after closely examining comprehensively whether the relevant vote would
contribute to the enhancement of the issuer’s and our corporate value, while fully respecting the issuer’s management
policy. A close due diligence review will be performed in case an issuer releases Updated losses for certain consecutive
periods, its shareholder value is significantly damaged as a result of reorganization, or there is a matter of serious concern
regarding the issuer’s corporate governance such as a corporate scandal.

When a company engages in transactions with its directors or major shareholders (i.e., related party
transactions), in order to ensure that such transactions do not harm the interests of the company or
Principle 1.7 Related the common interests of its shareholders and prevent any concerns with respect to such harm, theparty transactions
board should establish appropriate procedures beforehand in proportion to the importance andcharacteristics of the transaction. In addition to their use by the board in approving and monitoringsuch transactions, these procedures should be disclosed.

We prescribe guidelines on related party transactions and conduct periodic investigations regarding related parties. Any
related party transactions are subject to the approval of the Board of Directors.
Supplementary
Principle 2.4.1
Ensuring diversity
within the company,
including promoting
the active
participation of
women (Ensuring
diversity inthe recruitment ofcore humanresources, etc.)

Companies should present their policies and voluntary and measurable goals for ensuring diversity
in the promotion to core human resources, such as the promotion of women, foreign nationals, andmidcareer hires to middle managerial positions, as well as disclosing their status.
In addition, in light of the importance of human resource strategies for increasing corporate value
over the mid-to long-term, companies should present its policies for human resource development
and internal environment development to ensure diversity, as well as the status of theirimplementation.

(1) Ensuring diversity

The Company is pursuing a sound corporate culture and strong management structure by pursuing a mechanism toenhance the motivation of each employee, while simultaneously optimizing the quantity and quality of human resources.

Based on the Management Philosophy of “Mutual Trust”, we are committed to achieving a workplace environment where
each employee can maximize their abilities by accepting diverse human resources and values and deepening mutual
trust. We will review our business portfolio such as by expanding the variety of career paths and work options, andintroducing a new personnel evaluation system. In addition, in organizational decision making in a rapidly changing
market, we will implement human resources measures that can take advantage of the diversity in our employees.









<Appointing women to officers>
Wacoal Corp. has established a workplace environment that is appropriate and in line with women’s unique life stages,
promotes more flexible work styles, and has instituted a system for promotion and advancement based on ability andperformance, regardless of gender or age.
In February 2021, Wacoal Corp., a specified wholly -owned subsidiary of the Company, received the “Eruboshi
Certification” from the Ministry of Health, Labor and Welfare as one of the best companies for ensuring the active
participation of women.
Wacoal Corp. has formulated a general employer action plan based on the Act on the Promotion of Women’s Active
Engagement in Professional Life, under which we aim to increase the percentage of women in managerial position(section manager and higher level) to 30% or higher by the end of fiscal year ending March 31, 2025. The percentage ofwomen in managerial position (section manager and higher level) as of April 1, 2023 was 29%.
We will continue to identify human resources with a high aptitude for leadership from an early stage, regardless of gender,and further promote the provision of training opportunities to candidates for managerial positions. We will also develop
talents capable of being in charge of managerial and executive positions by supporting the autonomous growth of
employees, encouraging them to gain experience in a variety of businesses and positions, and continuously working tofoster career awareness.
Please see our website for more information.
Promotion of DE&I（Action Plan Based on the Act on the Promotion of Women’s Active Engagement in ProfessionalLife）https://www.wacoalholdings.jp/en/sustainability/resource/diversity/
ESG Data Book（human resources（Diversity & Inclusion）, Work-Life Balance, How to work and rest）
https://www.wacoalholdings.jp/en/ir/library/esg_presentation/[Ministry of Health, Labor and Welfare HP] Database of women's participation in each company / “Wacoal
Corporation” (Japanese only)
https://positive-ryouritsu.mhlw.go.jp/positivedb/detail?id=284












<Promotion of Foreign Nationals to Managerial Positions>
Our group, as a corporate group operating in countries and regions around the world, appoints local personnel to thepositions of representative (president) and key managerial positions in each of our overseas entities, including the U.S.,
Europe and China. The representatives (president) of Wacoal Hong Kong Co., Ltd., Philippine Wacoal Corp. andIntimates Online, Inc. are served by female.
We will continue to hire diverse local human resources regardless of nationality and promote them to key managerial
positions in order to expand our business from the customer’s perspective and strengthen our competitive advantage inthe overseas markets.
【Promotion of midcareer hires to management positions】
Our group believes, just as our predecessors have built today’s corporate group without sticking to the precedents, that
it would be the source of our competitiveness to continue to value a culture of boldness and daring to take on challenges,
and to respect diversity which creates new value by bringing in new ideas, and we are focusing on recruitment of new
graduates as well as lateral hires (including recent graduates and career recruits).
At Wacoal Corp., we plan to continue to use lateral hires for approximately 30% to 50% of the total number of career
track positions, including management candidates, global, EC and DX specialists and other personnel.
Hiring Status at Wacoal Corp. (career-track positions):

Lateral hires

New graduates
Lateral hire ratio










Fiscal Year
ended
March
2020

Fiscal Year
ended
March
2021

Fiscal Year
ended
March
2022

Fiscal Year
ended
March
2023

Male

2

4

1

4

Female

6

6

1

6

Total

8

10

2

10

Male

10

13

7

6

Female

13

16

16

10

Total

23

29

23

16

26％

26％

８％

38％

Human resource development and internal environment Improvement to ensure diversity
For our group, which has established the majority of its value chains, spanning from basic research and product planningand development to materials procurement, production and sales, using the resources within our group, the mostimportant management resource is “human resources”, so maximizing our human capital is an important management
initiative. We believe that realizing an attractive corporate culture in which each of the employees of our group can work
while “being emotionally fulfilled”, “feeling fulfillment in their work”, and “maintaining motivation” will enable each
employee to maximize his/her potential, produce organizational results such as improved productivity andcompetitiveness, and eventually lead to sustainable growth.
For our group, which has established the majority of its value chains, spanning from basic research and product planningand development to materials procurement, production and sales, using the resources within our group, the mostimportant management resource is “human resources”, so maximizing our human capital is an important management
initiative. We believe that realizing an attractive corporate culture in which each of the employees of our group can work
while “being emotionally fulfilled”, “feeling fulfillment in their work”, and “maintaining motivation” will enable each
employee to maximize his/her potential, produce organizational results such as improved productivity andcompetitiveness, and eventually lead to sustainable growth.
Aiming to transform into a company where individuality and strengths of each employee are fully realized, our groupprovides various training programs to support the growth of each employee by providing learning opportunities and careeradvancement support.
At Wacoal Corp., we believe that improving the job satisfaction and happiness of each employee is the driving force toachieve high productivity, and we will implement initiatives to achieve well-being to improve employee engagement. We
are promoting initiatives at Wacoal Corp. that seek to raise awareness and change behavior on how to increase working
productivity through a combination of proactive use of remote work tailored to each department, promotion of flexible
hours, and operation of a limited work location system. While promoting organizational
reforms which emphasize on performance and achievements, we are focusing on creating a corporate culture that
respects each individual as a business partner by recognizing diverse opinions and values.Please see our website formore information.
Human Capital（Initiatives to maximize human capital）https://www.wacoalholdings.jp/en/sustainability/resource/
Promotion of DE&I （ Respect for Diversity （ Employment of people with disabilities, Participation from seniorcitizens）, including）https://www.wacoalholdings.jp/en/sustainability/resource/diversity/
Achievement of well-being（Wacoal GENKI Project 2025, including）
https://www.wacoalholdings.jp/en/sustainability/resource/wellbeing/Principle 2.6.
Roles of Corporate
Pension Funds as
Asset Owners r







Because the management of corporate pension funds impacts stable asset formation for
employees and companies’ own financial standing, companies should take and disclose
measures to improve human resources and operational practices, such as the recruitment or
assignment of qualified persons, in order to increase the investment management expertise of
corporate pension funds (including stewardship activities such as monitoring the asset managersof corporate pension funds), thus making sure that corporate pension funds perform their roles asasset owners. Companies should ensure that conflicts of interest which could arise between
pension fund beneficiaries and companies are appropriately managed.

To appropriately manage the contributory defined retirement benefit plan, a Pension Committee composed of the execute
duties from the Accounting Department, Finance Department, and Personnel and Administration Department has been
established, with the Director Corporate Officer In charge of Administrative Control of Wacoal Corp. serving as thechairperson, which reviews the asset management policies and strategic asset allocation.
In addition, we perform appropriate management by retaining a management consultant for additional expertise andknowledge and enhance the expertise of personnel who engage in the management of the corporate pension fund.
In addition to making information disclosure in compliance with relevant laws and regulations,companies should disclose and proactively provide the information listed below (along with thedisclosures specified by the principles of the Code) in order to enhance transparency and fairness indecision-making and ensure effective corporate governance:i)Company objectives (e.g., business principles), business strategies and business plans;ii) Basic views and guidelines on corporate governance based on each of the principles of the
Principle 3.1.
Code;Full Disclosureiii) Board policies and procedures in determining the remuneration of the senior management anddirectors;iv) Board policies and procedures in the appointment/dismissal of the senior management and thenomination of directors and kansayaku candidates;andv) Explanations with respect to the individual appointments/dismissals and nominations based on
iv)
The Company has a good understanding that timely and appropriate disclosure of information is the foundation forbuilding trust with all stakeholders and is a prerequisite for obtaining a proper evaluation of the Company's corporate
value. While fulfilling the requirements of relevant laws and regulations, the Company is actively disclosing corporate
philosophy, management strategies, management plans, the basic concept on corporate governance, policies andprocedures on compensation for directors, et c., and policies and procedures for nominating candidates for directors in
Corporate Governance Reports, including English language responses.

(1) Management Philosophy and Management Plan, etc.
Please see “Basic Concepts” in this Report and our website
Group Philosophy
https://www.wacoalholdings.jp/en/group/vision/
Medium-to Long-Term Management Strategy
https://www.wacoalholdings.jp/en/ir/management/plan/(2) Basic Concepts and Basic Policy on Corporate GovernancePlease see “1. Basic Concepts” in this Report. The “Corporate Governance Guidelines” have been established andposted on our website.
Corporate Governancehttps://www.wacoalholdings.jp/en/group/governance/(3) Policies and Procedures on Compensation for Senior Management and DirectorsCompensation for executive directors is linked to long-term shareholder interests and is managed and balanced
appropriately and fairly to enhance the motivation of such executive directors to maximize the corporate value of theCompany.

Our compensation system for officers is designed by the “Remuneration of Directors Advisory Committee,” of which overhalf the m embers are independent outside directors, including the chairperson.
Independent Outside Directors and Audit & Supervisory Board Members who are independent from business execution
receive only the fixed “basic compensation.”
For more information on the compensation decision policy, refer to the ([Information on Director’s Compensation] Policy
for Determining the Amount or Calculation Method of Compensation) in “1. Matters Concerning Organization Structure
and Operations” of this Report II.

(4) Policies and Procedures Regarding the Election and Removal of Senior Management and the Nomination of Candidates
for Directors and Audit & Supervisory Board Members

The Company has prescribed the “Criteria for the Election of Officers” as described in ([Information on Independent
Officers] Other Matters concerning Independent Officers) in “1. Matters Concerning Organization Structure andOperations” of this Report II. The Board of Directors appoints and the Nomination of Directors Advisory Committee
nominates a candidate for Director based on fair and strict deliberations. The Board of Directors appoints a candid ate
for Audit & Supervisory Board Member with the consent of the Audit & Supervisory Board.
Afterward, a list of candidates will be submitted as an agenda for the General Meeting of Shareholders. In addition, amatrix is created that lists the knowledge, experience and expertise of each Director and Audit & Supervisory Board
Member.
(5) Explanation of individual appointments/removals and nominations when the Board of Directors conducts
appointments/removal s and nominations of Senior Management, etc.
When the Board of Directors has resolved an appointment/removal of Senior Management, it is promptly disclosed as apress release.
The reasons for the election and nomination of individual candidates for Directors and Audit & Supervisory Board
Members are stated in the convocation notice of the ordinary general meeting of shareholders, together with a brief
personal history of each candidate.
Convocation Notice of the Ordinary General Meeting of Shareholders https://www.wacoalholdings.jp/en/ir/general_meeting/Companies should appropriately disclose their initiatives on sustainability when disclosing their
management strategies. They should also provide information on investments in human capital andintellectual properties in an understandable and specific manner, while being conscious of theconsistency with their own management strategies and issues.
Supplementary
Principle 3.1.3
In particular, companies listed on the Prime Market should collect and analyze the necessary data
Full Disclosureon the impact of climate change-related risks and earning opportunities on their business activities
and profits, and enhance the quality and quantity of disclosure based on the TCFD
recommendations, which are an internationally well-established disclosure framework, or anequivalent framework.
(1) The Company’s initiatives towards sustainability
In addition to responding to the demands of society, our group will strive to enhance our corporate value by promoting“sustainability management” that aims to both “solve social issues” and “achieve sustainable growth” through ourbusiness activities, viewing our efforts to address increasingly complicated and diversified social issues as future “growth
opportunities”.

It is also important to increase the number of employees who can act with a clear vision of what the company should be
and the company’s mission should be in order to realize the enhancement of our group’s corporate value. By increasing
the number of employees practicing our management philosophy, we will achieve personal growth for each employee,
as well as corporate growth.

In April 2022, based on our basic policy on issues surrounding sustainability, including climate change, global
environmental issues, and respect for human rights, we established the Sustainability Committee. The committee is
responsible for formulating specific measures to address these issues, monitoring progress, and evaluating achievement.
The committee is chaired by the Representative Director, President and CEO and holds a meeting on the same day as
the meeting of the Board of Directors. The Board of Directors monitors the allocation of management resources and theimplementation of strategies related to the business portfolios to ensure that the initiatives of the Sustainable Committee
contribute to sustainable growth.
We have also established 4 Steering Committees (Subcommittee for Carbon Neutral, Subcommittee for Resource
Circulation, Subcommittee for CSR Procurement, Subcommittee for Human Rights, D&I) under the Sustainability
Committee in order to strengthen our response to important sustainability issues.
Please see our website for more information.
Sustainability policy
https://www.wacoalholdings.jp/en/sustainability/
System for promoting Sustainability
https://www.wacoalholdings.jp/en/sustainability/system/
Material Issues
https://www.wacoalholdings.jp/en/ir/management/materiality/

① Climate change / global environment issues







We believe that climate change, which has a significant impact on the Earth and our business activities, presents bothrisks to our group’s management, and at the same time new business opportunities. In order to achieve a sound corporate
development and a sustainable society, we are promoting initiatives to solve environmental issues and working to expand
disclosure of environmental related information.
Our group has set its own environmental activity goals for 2030, the “Environmental Goals for 2030” in order to promote
efforts to solve increasingly serious climate change issues and realize a carbon-free society.
Environmental Goals for 2030i)In-house Emissions (Scope 1 & 2) “Net Zero” ＜Target: Domestic offices＞
Gradually switch to renewable energy, aiming to achieve net zero in-house greenhouse gas emissions (Scope 1 &2).
ii) Product disposal “Zero” ＜Target: Wacoal Corp. ＞
Aim for zero discarded products and promote efforts to reduce disposal of waste materials at plants.
iii) Environmentally friendly materials “50%” ＜Target: Wacoal Corp. ＞
Increase the percentage of environmentally friendly materials used to 50%, such as switching to recycled fibers
and yarns.
iv) “20% Reduction” in Supply Chain Emissions (Scope 3) ＜Target: Wacoal Business (Domestic) ＞
Promote efforts with partner companies to reduce supply chain greenhouse gas emissions (Scope 3) by 20%.
Please see our website for more information.
Response to Climate Change https://www.wacoalholdings.jp/en/sustainability/environment/activities/② Respect for human rights

The Company has been built on its "founding spirit" of “Mutual Trust Management” and “Management Respecting
Humanity”. We are always deepening our basic understanding of human rights, “the right to live freely”, and “the right tolive as human beings” and practice these ideas through our corporate activities. The "Wacoal Group Human Rights
Policy" was created based on the United Nations "Guiding Principles on Business and Human Rights" as a guideline forpromoting human rights initiatives throughout the Group and fulfilling that responsibility.

In April 2022, the Group became a signatory to the United Nations Global Compact (UNGC), proposed by the United
Nations. At the same time, we have joined the "Global Compact Network Japan", a local network in Japan. We will support
the 10 principles in the four areas of "human rights," "labor," "environment," and "anti-corruption" set by the UNGC, andwill enhance our efforts to resolve social issues and achieve sustainable development.

In response to the expectations of society, the Company believes that CSR procurement with manufacturing contractors
based on the concept of mutual trust and collaboration will maximize the common interests of manufacturing contractors
and the Company, and this will contribute to the sustained growth of both sides. We are making an effort to actively
engage in these activities. In addition, as the Group's common procurement policy, we set forth in the CSR Procurement
Guidelines the promotion of transactions based on trust and collaboration with manufacturing contractors that emphasize
consideration for social requirements including human rights, labor practices, the environment, and ethics.

The Company believes that the appropriate use and protection of personal information is an even more important social
responsibility and established the Subcommittee for Information Security under the umbrella of the Corporate Ethics andRisk Management Committee. The initiatives of the Subcommittee for Information Security are as follows.
(Establishment of the Information Security Measures Organization, and formulation of the Personal Information
Protection Policy and related provisions, implementation of education for employees, maintenance of systems to checkthe status of the operation of persona l information and systems to respond to inquiries from customers in person, andmaking requests to customers, suppliers, and business consignees who handle personal information to protect
information, with the same level of care that the Company takes.)Please see our website for more information.
Human Rights
https://www.wacoalholdings.jp/en/sustainability/rights/
CSR procurement based on mutual trust and cooperation
https://www.wacoalholdings.jp/en/sustainability/csr/

③ Considerations for employees' health and work environment, and fair and appropriate treatment
As the business environment is becoming increasingly uncertain, the strategies related to human resources, which willplay a key role in the rapid transformation of the business model, will only increase in importance. In Japan, in particular,
as the working population declines due to the aging of the population and the declining birthrate, competition for humanresources is certain to intensify more than ever before, and it is therefore necessary to formulate and implement a humanresources strategy to be an attractive company. In addition, in order to promote reforms without interruption, it isnecessary to create an environment and/or a culture that will enable individual employees to grow further and to link theirstrengths to the organizational strengths.

At Wacoal Corp., in parallel with measures to quickly improve profitability, we will promote initiatives based on the threeaxes of (i) supporting career autonomy and providing growth opportunities (human resources development), (ii)strengthening management capabilities to maximize teamwork (organizational development), and (iii) creating systems
and mechanisms that support job satisfaction, DE&I and well-being (culture development) in order to be a company thatis chosen and will continue to be chosen over the medium to long term.

Please see our website for more information.
Initiatives to Maximize Human Capital https://www.wacoalholdings.jp/en/sustainability/resource/④ Fair and proper transactions with business partners

The Company has established its own “Wacoal Code of Ethics” and “Corporate Ethics : Wacoal’s Code of Conduct” inorder for officers and employees to comply with laws, regulations, and Articles of Incorporation, and to conduct businessbased on sound social norms, building a promotion system regarding compliance.
The “Corporate Ethics: Wacoal’s Code of Conduct” clearly states “focus on management with business integrity andpride”. The following code of conduct is provided with regard to the things to be aware of and the laws / rules of everyday
business activities, especially in the context of manufacturing and sales activities.
(We shall place the highest priority on quality and value the “Wacoal” brand. We shall plan, research, develop, andmanufacture and sell safe products. We shall comply with the Antimonopoly Act. We shall comply with the competition
rules in the market. We shall respect customers and suppliers and select with fairness. We shall not conduct
speculative transactions. We shall resolutely reject the requests of anti-social individuals and groups.)

Please see our website for more information.
Fair Trade and Competition
https://www.wacoalholdings.jp/en/sustainability/risk_management/fair_trade/⑤ Crisis management for natural disasters, etc.
In the Company, the “Corporate Ethics and Risk Management Committee” has stipulated the “Basic Provision for Risk
Management” with the approval of the Board of Directors. Based on these provisions, we have clarified the responsibility
system for each risk category and have established a risk management system that exhaustively and comprehensively
manages risk across the Group. · The Company has also established the “Subcommittee for BCP and Disaster Control
Measures” as a subordinate organization of the “Corporate Ethics and Risk Management Committee” chaired by the
Corporate Officer in charge of the Group HR. Under the assumption of accidents and damage caused by natural disasters,
the organization formulates policies for preventing and responding to emergencies, and the continuation of work, andimplements monitoring for crime and misconduct.
(2) Investment in human capital and intellectual property
・In April, 2019, Wacoal Corporation began operating a new human resource development system called “WACOALTERAKOYA”, with the aim of fostering a culture of human development and independent innovative human resourcesthat can embody our management philosophy. In order to support employees' voluntary career development andcontinuous learning, the new system has expanded training other than stratified training and increased opportunities toparticipate on a voluntary basis.
In addition to modifying our programs to increase the focus on productivity and practical training, we are conducting joint
training with other companies to expose employees to diverse viewpoints. By fostering personnel who can create newvalue through the implementation of our management philosophy, we will achieve sustainable growth in the changing
business environment.

The Company aims to be one of the world's leading companies, with a wealth of knowledge by accumulating data o n“women's bodies (size) and minds”. In addition to the start and development of a new customer-driven customer service
called “3D smart & try”, which has evolved the Company’s original know-how on body measurements, research, andcustomer service that it has cultivated so far through digital technology, the Company has been recognized for its
commitment to take on new challenges to expand its business areas through collaboration with a broad range of fields
using the service. The Company was selected for the “Noteworthy DX Companies 2023” by the Ministry of Economy,
Trade and Industry and the Tokyo Stock Exchange. (for the third year in a row.)In a recent example, by linking with ourofficial app "Wacoal Carnet", 3D images and data of one’s own body measurement can be viewed on a smartphone
anytime, anywhere. and this contribute to enhance the convenience of the customer.
Of investments of 5.1 billion yen implemented in the fiscal year ended March 31, 2023, intangible investments ware 2.2
billion yen. These intangible investments do not include human resources or R&D investments, or investments in new
business areas. (We do not disclose investments that are limited to intellectual property.)(3) Impact of climate change risk and profit opportunities on our business activities and profitsIn accordance with the recommendations of the TCFD, our group conducted a scenario analysis on climate change
during the fiscal year ended March 31, 2023. In the scenario analysis, we examined countermeasures and identificationof risks and opportunities for Wacoal Corp., which has the highest percentage of overall sales in our group, in two
hypothetical scenarios in which the global temperature increased by 2°C and 4°C.
The scenario analysis showed that while a rise of 2°C had some positive impacts, such as gaining support fromenvironmentally conscious consumers, transition risks, such as the introduction of carbon taxes, could have a negative
impact on business. In addition, it was found that a rise of 4°C could lead to physical risks, such as storms, floods, andother extreme weather, that could have a negative impact on business. We will expand the scope of scenario analysis
will be expanded sequentially in the future, and we will continue making efforts to enable detailed risk analysis for theentire group.

Please see our website for more information.
Response to Climate Change https://www.wacoalholdings.jp/en/sustainability/environment/activities/
Supplementary
Principle 4.1.1 Roles
and Responsibilitiesof the Board of
Directors (1) (Scopeof Delegation to
Management)








The Board of Directors considers medium- and long-term management strategy and social challenges in addition tomatters stipulated by laws, ordinances, or our Articles of Incorporation. We are determined basic policies on sustainability
issues and are supervising the allocation of management resources and the implementation of business portfolio
strategies to contribute to sustainable growth.
Matters to be considered are specifically prescribed in the “Regulations of the Board of Directors.”
Under the medium- to long-term management strategy established by the Board of Directors, we are formulating theGroup's management strategy and are examining any material business problems in the “Group Management Meeting”.
We will follow the business results of each Wacoal Group company on a monthly basis and report back to the Board of
Directors. In addition, we discuss our business plan at the Management Issues Review Meeting and hold quarterly
meetings of the Quarterly Achievements Review Meeting, in which we review and confirm the quarterly business results
and the implementation of measures and policies and consider enhancement measures as may be necessary. In thespecified wholly owned subsidiaries of the group, we establish appropriate and efficient system by delegating authority
and clarifying responsibilities through the executive officer system.
By implementing the foregoing system, we seek to make the Board of Directors effective in its supervisory f unction andto accelerate the execution of our business.
Principle 4.9
IndependenceStandards andQualification for
Independent
Directors

The board should clearly specify its own decisions as well as both the scope and content of thematters delegated to the management, and disclose a brief summary thereof.

Boards should establish and disclose independence standards aimed at securing effective
independence of independent directors, taking into consideration the independence criteria set by
securities exchanges. The board should endeavor to select independent director candidates whoare expected to contribute to frank, active and constructive discussions at board meetings.

The Company has established its own “Criteria for Quality of Officers” as has established its own ([Information on
Independent Officers] Other Matters concerning Independent Officers) in “1. Matters Concerning Organization Structure
and Operations” of this Report II.



If the organizational structure of a company is either Company with Kansayaku Board or Company
with Supervisory Committee, and independent directors do not compose a majority of the board, inorder to strengthen the independence, objectivity and accountability of board functions on thematters of nomination (including succession plan) and remuneration of the senior management anddirectors, the company should seek appropriate involvement and advice from the committees,
Supplementary
including from the perspective of gender and other diversity and skills, in the examination of such
Principle 4.10.1.
Use of Optional
important matters as nominations and remuneration by establishing an independent nomination
Approachcommittee and remuneration committee under the board, to which such committees makesignificant contributions.
In particular, companies listed on the Prime Market should basically have the majority of themembers of each committee be independent directors, and should disclose the mandates and rolesof the committees, as well as the policy regarding the independence of the composition.
We have voluntarily established the Nomination of Directors Advisory Committee and Remuneration of Directors Advisory
Committee, which stipulate that the Independent External Directors constitute a majority of the members and serve as
chairpersons.
The outline of both advisory committees and their activities in the fiscal year ended March 31, 2023 are described in “2.
Matters Concerning Functions of Business Execution, Audits/Supervision, Nomination and Decisions etc.
Compensation (Outline of Current Corporate Governance System) " in Section II of this report.
The board should identify the skills, etc. that it should have in light of its managing strategies, andhave a view on the appropriate balance between knowledge, experience and skills of the board as awhole, and also on diversity and appropriate board size. Consistent with its view, the board should
establish policies and procedures for nominating directors and disclose them along with the
combination of skills, etc. that each director possesses in an appropriate form according to thebusiness environment and business characteristics, etc., such as what is known as a "skills matrix.”
When doing so, independent director(s) with management experience in other companies should be
included.
In the “Criteria for the Election of Officers”, the qualities, knowledge, experience, and expertise necessary for the Directors,
and the policies to ensure diversity in terms of gender, internationality, job history, age, etc. are stipulated. With regard
to the content of “Criteria for Election of Officers”, see ([Information on Independent Officers] Other Matters concerning
Independent Officers) in “1. Matters Concerning Organization Structure and Operations” of Section II in this Report.
Candidates for Directors will be determined by the Board of Directors based on a fair and strict examination of the“Executive Nomination of Advisory Committee”. Based on our management strategy, we determine candidates
considering a balance. In addition , a matrix is created that lists the knowledge, experience and expertise of each Director.
The Company stipulates a maximum of eight (8) Directors in its Articles of Incorporation. In accordance with the number
of Di rectors specified, the Board of Directors is composed of the appropriate number of Directors who can perform thefunctions of the Board of Directors most effectively and efficiently, taking into account the portfolio and size of the business,
etc. (currently, there are seven (7) Directors). Currently, there are five (5) Independent Outside Directors, four (4) of them
have management experience at other companies, and two (2) is a woman.。
The skill matrix of the Directors and Audit & Supervisory Board Members
https://www.wacoalholdings.jp/en/group/governance/system/

Supplementary
Principle 4.11.1.
Preconditions for
Board andKansayaku Board
EffectivenessSupplementary
Principle 4.11.2
Preconditions for
Board andKansayaku Board
EffectivenessOutside directors, outside kansayaku, and other directors and kansayaku should devote sufficient
time and effort required to appropriately fulfill their respective roles and responsibilities. Therefore,
where directors and kansayaku also serve as directors, kansayaku or the management at othercompanies, such positions should be limited to a reasonable number and disclosed each year.

In the “Criteria for the Election of Officers”, the number of Outside Directors and Outside Audit & Supervisory Board
Members in the listed company officers concurrently serving as executive officers, excluding the Company, is stipulated
to be less than four (4).
The situation regarding important concurrent positions, such as Directors and other listed company officers, see([Information on Directors] [Information on Audit & Supervisory Board Members] Relationships with each of theCompany (2) and Supplementary Information on Eligibility Requirements) in “1. Matters Concerning Organization
Structure and Operations” of Section II in this Report.

Supplementary
Principle 4.11.3
Preconditions for
Board andKansayaku Board
Effectiveness

Each year the board should analyze and evaluate its effectiveness as a whole, taking into
consideration the relevant matters, including the self-evaluations of each director. A summary of theresults should be disclosed.



The Company conducts an annual evaluation on the effectiveness of the Board of Directors and strives to continuously
enhance the functions and effectiveness of the Board of Directors. We work on the improvement measures for issues
identified by the evaluation and confirm the status of improvement during the evaluation of the Board of Directors in thefollowing fiscal year, while at the same time continuing to confirm the evaluation of the current issues.



Evaluation Process
Starting from the previous fiscal year (ended March 31, 2022), we have changed to a method of analyzing and/or
evaluating the effectiveness of the Board of Directors using a third-party evaluation design (including, among other things,
preparation, analysis, and comparison with other companies of questionnaire survey, identifying issues, drafting actionplans).
With the aim of further improving the effectiveness of the Board of Directors from the viewpoints of “enhancing trust fromstakeholders (creating social value)” and “improving organizational performance (enhancing corporate value)”, we
conduct a questionnaire survey for all Directors and Audit & Supervisory Board Members, and conduct interviews ofExternal Directors and External Audit & Supervisory Board Members through a third party organization to gain a deeper
understanding of their responses and awareness of the issues raised in their comments. We compile improvement
measures based on the analysis of such responses and issues. The improvement measures are discussed at the
Independent External Auditors & Directors Meeting and recommendations are provided to the Board of Directors.
The evaluation items of the questionnaire survey are as follows:a. roles and/or responsibilities of the Board of Directors
b. structure of the Board of Directors
c. quality of discussions (agendas, content of materials, etc.)
d. constructive dialogues with stakeholders
The analysis and/or evaluation based on the questionnaire survey and interviews using the third-party evaluation design
is conducted every other year. During the interval year, we focus on initiatives to improve the issues identified from thequestionnaire survey, while at the same time conducting evaluation through monitoring and sharing opinions at the
Independent External Auditors & Directors Meeting.










Evaluation Results of Effectiveness and Progress on Initiatives for Improvement
As a result of the analyzing the responses to the questionnaire survey conducted during the previous fiscal year (ended
March 31, 2022), each evaluation item received a score higher than the standard score and we received an evaluationfrom a third-party vendor to the effect that our Board of Directors is generally functioning properly and its effectivenesscan be confirmed.
Evaluation Result (Issues and Concerns)

Previous
FiscalYear(endedMarch 31,2022)

Progress/Plan of Initiatives for Improvementi)

Expansion of agenda(process for reviewing medium
to long-term strategies,
subsequent reporting of mattersto be resolved)i)

We expanded the scope of delegation of decision-making
related to business execution and improve the efficiency of theoperation of our Board of Directors, while expand the time for
confirming the progress on medium to long-term strategies
and/or investment projects, understanding the management
situation of our group companies, and sharing promotional
initiatives. We also focused on more efficient operations by
striving to provide meeting materials as early as practicable, andby sharing discussions at the Group Management Meeting.

ii)

Common recognition andequalization of roles expectedfrom External Directors

ii)

We organized the roles expected and reviewed the skills matrix,
taking into account the key strategies of the new medium-term
management plan, whose first year starts from the current fiscal
year (ended March 31, 2023). We also promoted participation
in meetings and projects relevant from the view of roles
expected and utilization of skills possessed by each Director.

Current
FiscalYear(endedMarch 31,
2023)

iii)

Clarification of roles of theNomination of Directors
Advisory Committee, andimprovement in transparency inthe process of considering
succession and Director
selection and/or dismissaliii)

We revised the committee rules and established operationalguidelines for the Nomination of Directors Advisory Committee
and the Remuneration of Directors Advisory Committee toclarify their roles. At the beginning of the current fiscal year, we
provided recommendations to our Board of Directors on theannual activity plan including the matters to be considered andschedule, and thereafter, we reported regularly to our Board of
Directors, thereby striving to improve transparency.

iv)

Improvement in input to External
Directors through store visits,
expandedcontacts
withemployees, trainings, etc.

iv)

i)

Allocation of more time to theconsiderationofimportantbusiness matters, such as
medium to long-term strategies,
and at the same time, utilizationof knowledge of External
Directors and promotion of more
active discussion at the meetingsof the Board of Directors
Further improvement in thequality of deliberations based oncommunication
with
ouremployees and inspection of
local business offices in order tounderstandtherealityofbusiness conditions as well as
risks and opportunitiesi)

We visited stores and business offices to gain the better
understanding of the business and to update the current
awareness as necessary. In order to increase communicationand mutual understanding among the members of the Board of
Directors, we also held lunch meetings on a regular basis tohave open and frank conversations, while following COVID-19
guidelines.
We have increased the number of agenda items other thandecision-making items related to business execution, such as
consideration of medium- to long-term business issues,
reporting and/or sharing important brand strategies orpromotion strategies. We also have moved forward withadvance preparation and environmental arrangement that led toactive discussion.

ii)

Supplementary
Principle 4.14.2
Training of directors
and auditorsWe have set up an opportunity for a planned visit and/or
inspection at stores, factories and business offices including
overseas, as well as opportunities for communicating with the
Corporate Officers and managers.

Our plan is to further strengthen the supervisory and/or advisory
functions of our Board of Directors by further utilizing the knowledge
of External Directors, while continuing to implement the initiatives
described above.

Companies should disclose their training policy for directors and kansayaku.

The Company provides training opportunities for our Directors and Audit & Supervisory Board Members to acquire
qualifications that are required in fulfilling their roles.
For our Internal Directors and Audit & Supervisory Board Members, we provide information on qualifications as a manager
or auditor, knowledge regarding the Companies Act and Corporate Governance, compliance and other valuable
information on management.
For our Outside Directors and Outside Audit & Supervisory Board Members, upon their election and periodically thereafter,
we provide them explanations regarding the management strategy and an overview of the business of Wacoal Groupand its circumstances, as well as the environment of our industry and of Wacoal Group in order to foster a deeper
understanding of this environment.
Companies should, positively and to the extent reasonable, respond to the requests fromshareholders to engage in dialogue (management meetings) so as to support sustainable growthand increase corporate value over the mid- to long-term. The board should establish, approve anddisclose policies concerning the measures and organizational structures aimed at promoting
constructive dialogue with shareholders.
The Company established the “Policy on constructive dialog with shareholders” and disclosed it on its website as follows.
Engagement with Stakeholders
https://www.wacoalholdings.jp/en/sustainability/talk_with_stockholder/Principle 5.1
Policy on constructive
dialog with
Shareholdersii)

Updated

When establishing and disclosing business strategies and business plans, companies should
articulate their earnings plans and capital policies, and present targets for profitability and capitalefficiency after accurately identifying the company’s cost of capital. Also, companies should provide
explanations that are clear and logical to shareholders with respect to the allocation of management
resources, such as reviewing their business portfolio and investments in fixed assets, R&D, andhuman capital, and specific measures that will be taken in order to achieve their plans and targets.
In our Medium-Term Management Plan (Revised) announced on November 9, 2023, we outlined the following fourbasic policies: 1. Business model reforms to improve profitability, 2. Growth strategy to achieve VISION 2030, 3.
Introduction of ROIC management, 4. Promotion of asset reduction.
Furthermore, in response to the disclosure requests from the Tokyo Stock Exchange regarding “Measures Aimed atRealizing Management that is Conscious of the Cost of Capital and Stock Price,” we have disclosed our initiatives
aimed at improving capital efficiency and our target values for ROE and ROIC for the fiscal year ending March 2026 on
our company’s website as follows.

Principle 5.2
Establishing andDisclosing Business
Strategies andBusiness Plans

Last Updated: on September 1, 2023
Wacoal Holdings Corp.
II.
2.

(1)




Overview of Business Management System and Other Corporate Governance Systems related to Managerial Decision-Making, Execution
and Supervision
Matters Concerning Functions of Business Execution, Audits/Supervision, Nomination and Decisions etc. Compensation (Outline of Current
Corporate Governance System)
Outline of Current Corporate Governance System
We, as a holding company, have adopted the company with Audit & Supervisory Board system in accordance with the Companies Act for the purposeof ensuring the corporate governance of group companies, and have both the Board of Directors and the Audit & Supervisory Board monitor and audit
the management and operation of the Company.
In addition, we have voluntarily established the Nomination of Directors Advisory Committee and Remuneration of Directors Advisory Committee, themajority of which are composed of Independent External Directors, as the advisory bodies to the Board of Directors.
The following diagram illustrates the outline of our corporate governance system (as of September 1, 2023).

Members:7 (including 5 External Directors)

Members:7 (including 5 External Directors)

The members and chairpersons of the Board of Directors, the Audit & Supervisory Board and the committees established on a voluntary basis are as
follows. While the members of the Group Management Meeting, the Corporate Ethics and Risk Management Committee and the Sustainability
Committee include the employees of the Company as well as the Directors and employees of our domestic and overseas group companies, only the
Directors, Audit & Supervisory Board Members and Corporate Officers are shown below.

Title

Name

Board ofDirectors’Meeting

Audit &
Supervisory
Board
MeetingNominationof Directors
Advisory
Committee

Remuneratio
n of Directors
Advisory
Committee

Independent External
Auditors &Directors
Meeting

Group
Manageme
nt Meeting

Corporate
Ethics andSustainability
Risk
Committee
Management
Committee

Representative
Director,
President andCEO

MasaakiYajima◎○Representative
Director, Vice
President andExecutive Officer

Akira
Miyagi○〇〇◎

External Director

Shigeru
Saito

○

○

○

〇

△

External Director

Tsunehiko
Iwai

○

◎

◎

〇

△

External Director

Chizuru
Yamauchi

○

○

○

○

△

External Director

Hisae Sato

○

○

○

○

△

External Director

Koji Nitto

○

○

○

○

△

Standing Audit &Supervisory
Board Member

Shinichi
Kitagawa

□

◎

○

○

△

△

Standing Audit &Supervisory
Board Member

Katsuhiro
Okamoto

□

○

○

○

△

△

External Audit &Supervisory
Board Member

Mitsuhiro
Hamamoto

□

○

○

△

External Audit &Supervisory
Board Member

HitoshiSuzuki□○○△

External Audit &Supervisory
Board Member

MotokoTanaka□○○△Corporate Officer

Katsuya
Hirooka△Corporate Officer

AtsukoShinoduka△

Corporate Officer

Shinsuke
Fukazawa△

Corporate Officer
Corporate Officer(Note)

△

△

○

○

☆

☆◎

◎

◎

〇

○

○

○

〇

〇

〇

〇

〇

TakuyaYoshitomi

●

●

Teruo
Fukumoto

〇

〇

〇

△

The name in the family register of Corporate Officer Ms. Atsuko Shinoduka is Ms. Atsuko Yoshimura.

(☆: supervisor, ◎ chair or chairperson, 〇 member, □ Attendee, △ observer, ● non-standing member)(2)Outline of the Board of Directors and Other Organizations
The outline of the Board of Directors, the Audit & Supervisory Board and the committees established on a voluntary basis is as follows:

Name
Board ofDirectors

Members

PurposeStructureFrequency

Name
Nomination of
Directors
Advisory
Committee

Members
PurposeOutline7 members (including 5 External Directors) (and 5 Audit & Supervisory Board Members (including 3
External Audit & Supervisory Board Members))
Representative Director, President and CEO, Mr. Masaaki Yajima serves as the Chair of the Board of
Directors.
Our Board of Directors is entrusted by shareholders and makes the best decisions based on fairjudgment. In addition, our Board of Directors exercises its supervisory function for the execution of its
business and aims to maximize corporate value.
Our Board of Directors conducts a review of our medium- to long-term management strategy and social
issues, as well as decision-making regarding material matters as stipulated in applicable laws andregulations or in our Articles of Incorporation. The Company will formulate basic policies on sustainability
issues and monitor the allocation of management resources and the implementation of business portfolio
strategies to contribute to sustainable growth.
In accordance with the number of Directors as prescribed in our Articles of Incorporation, the Board of
Directors is composed of an appropriate number of Directors who are capable of performing the functionsof the Board of Directors in the most effective and efficient manner, taking into account the portfolio andsize of business.
The Board of Directors consists of a diverse group of Directors, taking into account gender,international experience and background, professional experience, age and other factors, while
ensuring that the Directors have the requisite balance of skills, such as knowledge, experience andexpertise, each in light of management strategies.
Independent External Directors shall include those who have management experience at othercompanies, and at least one-third of all Directors shall be Independent External Directors.
In principle, the ordinary meeting of the Board of Directors is held once a month, while extraordinary
meetings are convened whenever necessary.







Remunerationof Directors
Advisory
Committee

StructureFrequencyMembers
Purpose

Independent
External
Auditors &Directors
Meeting for the
Effectiveness

StructureFrequencyMembers

Purpose

Outline7 members (including 5 External Directors)
External Director Mr. Tsunehiko Iwai serves as the Chair of the Committee.
This Committee discusses and provides recommendations to our Board of Directors on mattersrelated to evaluation, election, dismissal, and promotion of Directors, and on matters regarding
establishment and revisions of rules and bylaws of Directors.
Attendance and approval of all committee members is required to pass resolutions.
This Committee is composed of the following 7 members. A majority of the members the Committee
consist of Independent External Directors to enhance its independence and objectivity.
Representative Director and President, Director of Supervisor of Group Business Management, andIndependent External Directors (5 members)
The Committee is also attended by 1 Independent External Director as an observer.
In principle, the Committee holds meetings in July, November and January when the Board of
Directors’ meetings are held, while extraordinary meetings are convened whenever necessary.
7 members (including 5 External Directors)
External Director Mr. Tsunehiko Iwai serves as the Chair of the Committee.
This Committee discusses and provides recommendations to our Board of Directors on mattersregarding performance review and remuneration of Directors and matters regarding remuneration
system of Directors.
Attendance and approval of all committee members is required to pass resolutions.
This Committee is composed of the following 7 members. A majority of the members the Committee
consist of Independent External Directors to enhance its independence and objectivity.
Director of Supervisor of Group Business Management, Director in charge of Group Personnel (orCorporate Officer), and Independent External Directors (5 members)
The Committee is also attended by 1 Independent External Director as an observer.
In principle, the Committee holds meetings in April, July and February when the Board of Directors’
meetings are held, while extraordinary meetings are convened whenever necessary.
12 members (including 5 External Directors and 3 External Audit & Supervisory Board Members)
Representative Director, Vice President and Executive Officer and CFO in charge of Group
Business Management, Mr. Akira Miyagi serves as the Chair of the Committee.
The meeting attendees, mainly composed of our Independent Officers, exchange and shareopinions regarding corporate governance and our Board of Directors. The meeting attendees
analyze and evaluate the effectiveness of our Board of Directors, identify issues, compile
improvement measures, and provide recommendations to our Board of Directors.

of Board of
Directors

Audit &
Supervisory
Board

StructureFrequency

Members

Purpose





Name
Group
Management
Meeting

StructureFrequencyMembers

Purpose

Corporate
Ethics and
RiskManagement
Committee

StructureFrequency

Members
Purpose

Sustainability
Committee

StructureFrequency

MembersThis Meeting is composed of all External Officers (8 members of External Directors and External
Audit & Supervisory Board Members), Director of Supervisor of Group Business Management,
Standing Audit & Supervisory Board Members (2 members) as well as General Manager ofCorporate Planning.
The Meeting is held at least once a year to discuss issues and measures in aim to improve theeffectiveness of our Board of Directors.
5 members (including 3 External Audit & Supervisory Board Members)Standing Audit & Supervisory Board Member Mr. Shinichi Kitagawa serves as the Chair of theBoard.
The Audit & Supervisory Board is entrusted by shareholders to discuss or resolve important mattersrelating to the audit and establish a high-quality corporate governance system that responds tosocial trust.
The Board builds a system to enhance the effectiveness of audit by each Audit & Supervisory Board
Member.
The Company appoints a person as an Audit & Supervisor Board Member who has the appropriate
experience, ability and necessary knowledge to perform the audit function. Especially, we appointat least one Audit & Supervisor Board Member who has sufficient knowledge of finance andaccounting.
A majority of the members are External Audit & Supervisory Board Members.
In principle, the Board holds meeting every month prior to the ordinary meeting of the Board of
Directors, while extraordinary meetings are convened whenever necessary.

Outline8 members (Note: excluding the employees of the Company as well as the Directors and employees
of our domestic and overseas group companies)
Representative Director, Vice President and Executive Officer and CFO in charge of Group Business
Management, Mr. Akira Miyagi serves as the Chair of the Committee.
The Meeting considers matters concerning the management strategy of our group and importantmanagement issues.
The Meeting also conducts preliminary deliberations on important matters mainly related to businessexecution, prior to resolutions by the Board of Directors, from the viewpoint of legality, objectivity andrationality.
This Meeting is composed of Executive Directors who are below the Representative Director, President
and CEO, and the Standing Audit & Supervisory Board Members, as well as the Corporate Officers
who are appointed by the Chair, and the employees of the Company as well as the Directors andemployees of our domestic and overseas group companies who are responsible for execution.
In principle, the Meeting is held twice a month (early and later in the month).
11 members (Chair and standing committee members) (in addition, 7 non-standing committee
members)(Note: including the employees of the Company as well as the Directors and employees of our domestic
and overseas group companies)
Representative Director, Vice President and Executive Officer and CFO in charge of GroupManagement, Mr. Akira Miyagi serves as the Chair of the Committee.
The Committee identifies risks related to the overall management of our group and build andstrengthen our risk management system.
This Committee prescribes the “Risk Management Basic Rules” subject to the approval of the Boardof Directors. The Committee clarifies the responsibilities by risk category pursuant to these rules andformulates a risk management system that thoroughly and/or comprehensively controls potential risk
within our group.
This Committee promotes risk-mitigation initiatives, identifies risks, monitors the implementation ofcountermeasures, and reports the operation status of our risk management system to the Board of
Directors on a quarterly basis.
This Committee is composed of Representative Director, President, and CEO, who serves as theadministrative manager, the Executive Directors, and the Corporate Officers who are appointed by the
Chair, and the employees of the Company, as well as the Directors and employees of our domestic
and overseas group companies.
In principle, the Committee holds quarterly meetings, while extraordinary meetings are convened
whenever necessary.
6 members (Note: including the Directors of our group companies)
Representative Director, President and CEO (administrative manager), Mr. Masaaki Yajima
concurrently serves as the Chair of the Committee.

PurposeStructureFrequencyIn order to accelerate our initiatives to achieve balancing “to resolve social issues” and “sustainablegrowth” through our business, this Committee formulates specific measures, monitors progress, andevaluates the status of achievement based on our basic policy on sustainability issues including
climate change, global environmental issues and human rights issues.
The Board of Directors monitors the allocation of management resources and the implementation ofstrategies related to the business portfolios to ensure that the initiatives of the Sustainable Committee
contribute to sustainable growth.
This Committee is composed of the Representative Director, President and CEO, who serves as theadministrative manager, the Executive Directors, the Corporate Officers who are appointed by the
Chair, and Directors of our group companies.
The Committee broadly categorizes issues surrounding sustainability, and holds quarterly meetings,
in principle, while extraordinary meetings are convened whenever necessary.

(3)

Status of Activity of Board of Directors, Nomination of Directors Advisory Committee and Remuneration of Directors
Advisory Committee (Fiscal Year ended March 31, 2023)
a.
Activities of Board of Directors
Name
Matters to be Discussed and Considered
Number of
Meetings Held
Board of
In addition to the matters as prescribed by laws and regulations and the Articles of Incorporation, all
Directors
important matters related to our business are discussed.
17
The following matters were mainly discussed and considered during the fiscal year ended March
31, 2023.
Corporate Governancei)
In order to clarify the roles of the Nomination of Directors Advisory Committee and the Remunerationof Directors Advisory Committee, which is one of the issues that we have raised to improve theeffectiveness of the Board of Directors, we discussed the details of revision of the Committee rules
and establishment of operational guidelines which were submitted by these Committees. We willoversee the proper operation of the Board of Directors in accordance with the annual activity plan,
including the structure of the Board of Directors and formulation of skills matrix established in theoperational guidelines for the Nomination of Directors Advisory Committee.
ii)
Sustainability
We received reports from the Sustainability Committee on business risks and opportunities related
to climate change (response to TCFD), issues related to sustainability such as CSR procurement
and ensuring diversity including promotion of activities by women, as well as a plan for initiatives by
our group. At the same time, we also received and confirmed updates on progress on a regularbasis. We will continue to oversee the allocation of management resources and implementation ofstrategies related to business portfolio in order to achieve specific performance goals.
iii) Corporate Ethics and Risk Management
The Corporate Ethics and Risk Management Committee conducts a scoring evaluation of potential
risks related to business environment and/or business strategies, and operational risks from theperspective of their likelihood of occurrence and impact of such risks. The risk items that areevaluated as having a significant potential impact on the management of our group, are annuallyreviewed based on the recommendations of the Corporate Ethics and Risk Management Committee
and determined as the Group’s Material Risk. Subsequently, we received reports on a regular basis
to ensure that the initiatives to mitigate risks are being appropriately implemented, including
responses to incidents of operational risk that occurred unexpectedly during the fiscal year ended
March 31, 2023, and monitored measures to prevent recurrence.
iv) Medium- to Long-Term Business Strategies
We discussed whether the business strategies, including strategies and plans for entering new
business, directions for achieving discontinuous growth in our domestic and overseas businesses,
brand strategies for our core brand products, and responses to social issues, are appropriately
formulated and/or implemented based on the business environment and competitive advantages.
We will continue to aim to maximize our corporate value and confirm the effectiveness of ourstrategies and status of progress of our plans. We will also deepen our discussions on fundamental
initiatives to achieve sustainable growth.
v)
Capital Efficiency
In order to reevaluate our business portfolios and achieve an appropriate reallocation ofmanagement resources, we have made decisions to reorganize our domestic business office andto withdraw from our underperforming business in China. We will continue to look into the issues
related to improvement of capital profitability.

In addition to the above, reports are made from the Director and Corporate Officer monthly on thestatus of execution and deliberations at the Group Management Meeting.
b.

Activities of Nomination of Directors Advisory Committee
Name
Matters to be Discussed and Considered

NominationofDirectorsWe held a meeting to discuss the roles expected from the Directors, formulated skills matrix basedon such roles, and confirmed personnel requirements, the details of which were reported at a
meeting of the Board of Directors held in May 2022.

Number of
Meetings Held
8

Advisory
Committee

We have revised the bylaws of Directors as well as the rules of this Committee, established theoperational guidelines of this Committee, the details of which were reported at a meeting of theBoard of Directors held in May 2022. We also reported on our annual activity plan (initial draft andconsiderations on whether to continue) in May 2022.
We held a meeting to discuss the annual activity plan of this Committee, looking ahead to June
2023, the details of which was reported at a meeting of the Board of Directors held in August 2022.
We held multiple meetings to discuss on evaluation system for our Directors, the details of whichwere reported at a meeting of the Board of Directors held in November 2022.
We held a meeting to discuss the change and business assignments of Directors, the details of
which were reported at a meeting of the Board of Directors held in November 2022.
We held multiple meetings to discuss the structure for the Board of Directors after June 2023,
considering the appropriateness of skills balance using matrix, ensuring diversity, career summaryof candidates and reason for nomination, the details of which were reported at a meeting of theBoard of Directors held in February 2023.
We held a meeting to discuss the review of bylaws of Directors, the details of which were reported
at a meeting of the Board of Directors held in March 2023.

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
c.

Activities of Remuneration of Directors Advisory Committee

Name
Remunerationof Directors
Advisory
Committee

Matters to be Discussed and Considered








(4)
①







②







The amount of performance-based bonus payable based on the business performance of theprevious fiscal year (ended March 31, 2022) was reported at a meeting of the Board of Directors
held in May 2022. In addition, this Committee held a meeting to discuss the current issues anddirection of the review of the remuneration system for Directors, the details of which were reported
in May 2022.
We have revised the rules of this Committee and established the operational guidelines of thisCommittee, the details of which were reported at a meeting of the Board of Directors held in May.
We also reported on our annual activity plan (initial draft and considerations on whether tocontinue) in May 2022.
We held a meeting to discuss the annual activity plan of this Committee, looking ahead to June
2023, the details of which was reported at a meeting of the Board of Directors held in August2022.
We exchanged opinions and ongoing discussions about the current issues and improvements
related to the remuneration system for Directors. We deliberated a proposal for remuneration for
the fiscal year ending March 31, 2024 which is linked to the restructuring of the evaluation system
for the Directors, the details of which were reported at the meeting of Board of Directors held in
November 2022.
We confirmed the direction of the amount of performance-based bonus payable based on the
projected performance for the current fiscal year (ended March 31, 2023).

Number of
Meetings Held
7

Status of Audit
Initiatives to Strengthen Functions of Audit & Supervisory Board Members
Our Audit & Supervisor Board are composed of 5 members, who are 2 Standing Audit & Supervisory Board Members and 3 External Audit & Supervisory
Board Members. They conduct not only legal audits but also validity audits.
One person who has a respectable degree of finance and accounting knowledge has been elected as one of our Standing Audit & Supervisory Board
Members. The three external auditors are Ms. Motoko Tanaka, a certified public accountant with considerable knowledge of finance and accounting,
Mr. Mitsuhiro Hamamoto, an attorney with knowledge of the legal profession and experience in the business law field in which he specializes, and Mr.
Hitoshi Suzuki, who has a high degree of insight from his work in the financial industry and experience as a member of the Policy Board of the Bank ofJapan. Each external auditor maintains a high degree of independence and strengthens the auditing system with their knowledge and experience.
The Audit & Supervisory Board Members attend meetings of the Board of Directors and other important meetings such as Group Management Meeting,express their opinions as necessary and hear explanation on important operational matters from the Directors etc. in accordance with the audit
standards prescribed by the Audit & Supervisory Board. The Audit & Supervisory Board Members also monitors and inspects the system to ensure
appropriate business conduct to perform audits on legality and validity of the execution of duties of the Directors.
The Audit & Supervisory Board monitors and inspects the status of the audit by the accounting auditor through results of quarterly review and thestatus of its accounting audit at the end of the fiscal year, as well as hearings on the system to ensure the appropriate execution of duties of theaccounting auditor and the results of audits on the internal controls as appropriate.
Status of Accounting Audit
Name of Audit Firm Deloitte Touche Tohmatsu LLC
Consecutive Number of Years during which Audit Was Performed 55 years
Names of the certified public accountants who were engaged in the audit:
Designated Limited Liability Partners and Managing Members: Koichiro Tsukuda, Tomomi Tsuji
Composition of the assistants for the audit services:
15 certified public accountants, 10 persons who passed the certified public accountant examination and 24 other persons
Evaluation of Audit Firm
When the Audit & Supervisory Board considers and resolves to reappoint or not reappoint an accounting auditor, the Company conducts anevaluation from the following six perspectives.
i)
how the compliance system has been established and operatedii)
ensuring and/or monitoring of independenceiii)
system to ensure audit qualityiv)
high level of audit and/or accounting expertisev)
communication with the Audit & Supervisory Board Membersvi)
sufficiency of time taken for audit procedures and adequacy of compensation for audit

Members: ７