Corporate Governance Report
CORPORATE GOVERNANCE

Premier Anti-Aging Co., Ltd.

Last Update:

October 30, 2023

Premier Anti-Aging Co., Ltd.
Kiyoshi Matsuura, President
Contact: +81-3-3502-2020
Securities code: 4934
https://www.p-antiaging.co.jp/en/index.html
The corporate governance of Premier Anti-Aging Co., Ltd. (the “Company”) is described below.

I.
1.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information
Basic Concept [Updated]
The Company believes that it is important to enhance management soundness, transparency, and compliance awareness in orderto achieve sustainable corporate growth and improve corporate value over the medium to long term. To this end, the Company
conducts efficient management by building an organizational structure that can flexibly respond to changes in the businessenvironment while enhancing its corporate governance system. In addition, the Company promptly provides information to its
shareholders and investors based on transparency and fairness, and it will fulfill its accountability in good faith throughconstructive dialogue with its shareholders and investors.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company fully complies with the Principles of the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code] [Updated][Principle 1.4: Strategic Shareholdings](Policy on Strategic Shareholdings)
In principle, the Company and its subsidiaries (the “Group”) do not invest in listed shares as strategic shareholdings. However, inorder to increase the corporate value of the Group, we will invest in listed shares as strategic shareholdings if we can determinethat we can obtain benefits such as strengthening and maintaining trust and relationships with business partners and expandingtransactions.
(Details of the Verification of Strategic Shareholdings)
When holding listed shares, each year the Board of Directors verifies whether the purpose of holding each strategic shareholding
is appropriate and whether the content of the investment has economic rationality and reviews the significance and policy ofholding such shares.
(Voting Standards for Strategic Shareholdings)
Regarding the voting rights of the shares held, we will exercise our rights appropriately after judging whether the content of the
proposal conforms to the Group's holding policy, whether it will lead to an increase in the corporate value of the investee and theinterests of the shareholders, and the interests of the Company's shareholders.
[Principle 1.7: Transactions among Associated Interested Parties](Policy on Transactions among Associated Interested Parties)
When conducting transactions with associated interested parties, etc. based on the Associated Interested Party Transaction
Management Regulations, the rationality and appropriateness of the terms of the transaction are deliberated in advance, and it issubject to the approval of the Board of the Directors after considering the opinions of outside directors and Audit and Supervisory
Board members. In addition, the list of associated interested parties, etc. is created and revised as appropriate after the conclusionof the General Shareholders Meeting and at the end of each fiscal year.
In addition, the results of transactions with associated interested parties approved by the Board of Directors are promptly reported
to the Board of Directors.

1

[Supplementary Principle 2.4.1: Ensuring Diversity]
Based on our corporate philosophy of "Forever vivid. Untether time.'' since our founding, we remain committed to enriching
everyday life and creating a new future where everyone can brighten at any time by providing unprecedented "unique value" tothe world. In order to continue to provide "unique value" in the future, we believe that each employee's uniqueness, ability, andgrowth are essential. In this tough environment of change and competition, we position human resources as the source of value
creation and competitive advantage and are promoting "diversity and inclusion."(Promotion of Women to Managerial Positions)
The Group has introduced systems suitable for work-style reform by applying remote work, flextime system, curbing long
working hours, and developing leave and leave systems for childcare and nursing care. We are focusing on creating a work
environment where diverse human resources, including women, can play an active role.
As a result of these efforts, in October 2021, we received the "Eruboshi'' rating (3 Stars) from the Minister of Health, Labor andWelfare as an excellent company promoting the active participation of women.
Currently, we have one female director and one female executive officer, and the ratio of female officers, including executive
officers, is 18.1% as of the end of October 2023. In addition, the current ratio of women in all managerial positions is 35.7%, andwe will continue to expand opportunities for women to play an active role.
[Ratio of women at the end of July 2023]
Ratio of female employees: 59.1%
Ratio of female managers: 35.7%
On the other hand, because we have expanded our business through mid-career recruitment based on experience, ability, etc.
regardless of nationality since our founding, we recognize that we are not in a position to set policies and goals regarding
promotion to managerial positions specifically for foreign nationals and mid-career hires.
[Principle 2.6: Exercising Functions as an Asset Owner for Corporate Pensions]
We are not involved in the accumulation of corporate pensions as an asset owner. However, we have introduced a corporate-typedefined contribution pension plan for full-time employees with the aim of supporting the stable asset building of our employees.
For subscribers, we select e-learning content that matches the actual situation based on monitoring reports from investment
management institutions and provide continuous investment education. In addition, we will create an environment that facilitates
simulation of future life plans by raising awareness through regular information transmission from the investment management
institutions so that subscribers can check their own operation status from the individual portal site.
[Principle 3.1: Enhancement of Information Disclosure]
In addition to appropriately disclosing information based on laws and regulations, the Company adheres to the Corporate
Governance Code (hereinafter referred to as the “CG Code”) in order to ensure the transparency and fairness of corporate
decision-making and to achieve good corporate governance. In addition to the matters that are required to be disclosed in theabove, we will disclose the following matters and disseminate information that has high added value for investors and other users
and is focused on specific descriptions.
(1) Management Philosophy, Management Strategy and Management Plan
The Company's management philosophy is described on the Company’s website and in securities reports, etc.
(2) Basic Concept and Policies on Corporate Governance based on each principle of the CG Code
The Company's basic policy on corporate governance is described on the Company's website and in corporate governance reports
and securities reports, etc.
(3) Policies and procedures by which the Board of Directors determines the remuneration of senior management and directors
In accordance with the regulations of the Nomination and Remuneration Advisory Committee, the Nomination and Remuneration
Advisory Committee, which is an advisory body to the Board of Directors and for which the majority of members are
independent outside directors, deliberates on the following matters and reports to the Board of Directors, and the Board of
Directors makes a decision based on the report.
1. Matters concerning the selection and dismissal of directors
2. Matters concerning the selection and dismissal of representative directors
3. Matters concerning the selection and dismissal of executive officers
4. Matters concerning succession plans for directors and executive officers
5. Proposal concerning remuneration limits for directors and Audit and Supervisory Board members
6. Matters concerning individual remuneration for directors and executive officers
In addition, the Nomination and Remuneration Advisory Committee reports the following matters to the Board of Directors after
obtaining the consent of the Audit and Supervisory Board, and the Board of Directors makes a decision based on the report.
7. Proposal for election of Audit and Supervisory Board members
8. Matters concerning succession plans for Audit and Supervisory Board members

2

9. Matters concerning individual remuneration of Audit and Supervisory Board members(4) Policies and procedures for the Board's selection and dismissal of senior management and nomination of candidates for
directors
As described in (3) Policies and procedures by which the Board of Directors determines the remuneration of senior managementand directors, the Nomination and Remuneration Advisory Committee reports to the Board of Directors regarding the selection
and dismissal of senior management and the nomination of candidates for directors, and the Board of Directors makes a decision
based on the report.
(5) Explanation of the individual selection and dismissal of senior management and nomination of candidates for directors andAudit and Supervisory Board members by the Board of Directors based on (4) above
The reasons for the selection and dismissal of each candidate for director and Audit and Supervisory Board member shall be
stated in the notice of convocation of the General Shareholders Meeting. The notice of convocation of the General Shareholders
Meeting will be disclosed on the Company's website.
[Supplementary Principle 3.1.3: Sustainability Initiatives](Sustainability Initiatives)
Based on our corporate philosophy of "Forever vivid. Untether time.'', we contribute to the sustainability of people, society, andthe earth. We have established a basic sustainability policy, "Enabling unique pathways through life," and are promoting
sustainability activities that aim to achieve both "social value" and "economic value." Furthermore, we identify social issues
brought about by changes in the social environment and identifies matters that we consider important in achieving sustainablegrowth as materiality (important issues) in each area of the environment, society, and governance. We are setting goals andproceeding with specific initiatives.
Further details are disclosed on our website (https://www.p-antiaging.co.jp/en/sustainability.html).
In addition, we established a Sustainability Promotion Committee in August 2022, and with the Sustainability Promotion
Committee playing the central role, we are promoting initiatives throughout the Company, including related departments,
regarding the identified materiality and goals.
(Investment in Human Capital, Intellectual Property, etc.)
Investment in Human Capital
Our company aims to be an anti-aging company that can take on the social changes of "the era of 100-year live spans'' and solve
problems in the anti-aging field in general. We also recognize that our most important management resource is human resources.
Therefore, we have introduced training systems and qualification support systems with the aim of maximizing employee growthand organizational strength. Specifically, we conduct group training in which employees learn the skills required according totheir roles, as well as hand-up training that provides opportunities for employees who wish to grow on their own initiative. We arealso promoting initiatives to improve health management and employee engagement.
Investment in Intellectual Property
The Company is based on fabless management, and its strengths include manufacturing and selling various cutting-edge,
high-value-added products related to anti-aging. The protection and management of intellectual property, product-related
information, and know-how is our responsibility to continue and grow our business.
The Company's related departments work together to examine the inventions and research results created in the course of its
business from multiple perspectives, including effectiveness and cost effectiveness. We are promoting effective and strategic
management of patent applications, the possibility of protection as intellectual property rights, and the management of know-how.
From the perspective of brand protection, we also actively work to protect trademarks and designs.
In the above operations, with the support of internal and external experts including lawyers and patent attorneys, we arecontinually considering ways to utilize the information to the maximum extent possible while complying with the law.
[Supplementary Principle 4.1.1: Scope of Delegation to Management]
The Company has established a board of directors as a management decision-making body and an executive officer system as asystem for business execution based on the decision-making and is working to separate management decision-making andbusiness execution. We will disclose our corporate governance system on our website and in securities reports, corporate
governance reports, etc.
The Board of Directors deliberates and resolves important matters for the Group as stipulated in the Board of Directors
Regulations and Rules on Administrative Authority, in addition to proposals that are designated as matters to be exclusively
decided by the Board of Directors under laws and regulations and the Articles of Incorporation. Regarding individual businessexecution based on the policies and details decided by the Board of Directors, the responsibilities and authority are defined in theRules on Administrative Authority and delegated to the Directors-cum-Executive Officers and Executive Officers.
[Principle 4.9: Independence Criteria and Qualifications for Independent Outside Directors]

3

The Company's outside directors and candidates for outside director are those who meet the following criteria of independence
established by the Company.
(Independence Criteria for Outside Directors at the Company)
In principle, the Company designates persons who do not meet any of the following requirements as independent directors.
(1) Persons with whom the Company is a major business partner or their business executives(2) Major business partners of the Company or their business executives(3) Consultants, accounting professionals, or legal professionals who receive a large amount of money or other property fromthe Company other than executive remuneration (If the person who obtains the property is a corporation, association, orother organization, it means a person who belongs to the organization.)(4) A person who in the past three fiscal years has fallen under any of the above (1), (2) or (3)(5) A person who falls under any of the following a to c at any time within 10 years before taking office:a. A person who executes business or a non-executive director in the parent company of the Company
b. An Audit and Supervisory Board member in the parent company of the Company (limited to cases where an outside
director who is an audit and supervisory committee member is designated as an independent director)
c. A person who executes business in a sister company of the Company(6) A relative within the second degree of kinship of a person listed in any of the following a to f (excluding those who are notimportant)a. A person listed in (1) to (5) above
b. A person who executes business in a subsidiary of the Company
c. A non-executive director in a subsidiary of the Company
d. A person who executes business or a non-executive director in the parent company of the Company
e. A person who executes business in a sister company of the Company
f. A person who in the past three fiscal years has fallen under the category of b or c above or executed business in the
Company (non-executive directors are included when an outside director who is an audit and supervisory committee member
is designated as an independent director)[Supplementary Principle 4.10.1: Nomination and Remuneration Advisory Committee]
The Company is a listed company with a board of corporate auditors as stipulated in the Companies Act. Although independent
outside directors do not constitute a majority of the Board of Directors, the Company has established a voluntary Nomination andRemuneration Advisory Committee as part of its efforts to ensure the independence of the Company's management. The
Nomination and Remuneration Advisory Committee shall deliberate and report in consultation with the Board of Directors on thenomination and determination of remuneration of directors and delegated executive officers. In order to ensure its independence,
the Nomination and Remuneration Advisory Committee shall consist of at least three directors and Audit and Supervisory Board
members selected by resolution of the Board of Directors, a majority of whom shall be independent outside directors.
[Supplementary Principle 4.11.1: Views on the Balance, Diversity, and Size of the Board of Directors as a whole in terms of
Knowledge, Experience, and Abilities]
In selecting candidates for the Board of Directors, the Company will seek to balance the knowledge, experience, and abilities of
the Board of Directors as a whole, and will also consider diversity and appropriate size, including gender and other factors. The
appointment of independent outside directors includes persons with management experience at other companies.
The proposed nominees for director are discussed in consultation with the voluntary Nomination and Remuneration Advisory
Committee of which the majority of members are independent outside directors and which reports back to the Board of Directors
for approval.
[Supplementary Principle 4.11.2: Status of Concurrent Directors and Audit and Supervisory Board Members]
The Company confirms that the number of companies where directors and Audit and Supervisory Board members holdconcurrent positions is appropriate when selecting candidates for the Board of Directors, and periodically checks the status of
directors and Audit and Supervisory Board members, including outside directors and outside Audit and Supervisory Board
members, during their terms of office to ensure that they are fully fulfilling their responsibilities. The directors' and Audit andSupervisory Board members' material concurrent positions at other companies are disclosed annually in securities reports, etc.
The current status of the directors' and Audit and Supervisory Board members' material concurrent positions is as stated in the
Notice of Convocation of the General Shareholders Meeting.
[Supplementary Principle 4.11.3: Assessment of Board Effectiveness]
The Company holds monthly meetings of the Board of Directors to discuss and report important matters in a timely andappropriate manner without omission. As a rule, the secretariat of the Board of Directors provides outside directors and outside
Audit and Supervisory Board members with individual explanations of the contents of the agenda and the background of the4Company's business conditions prior to the meeting. Such advance explanations promote understanding among outside directors
and outside Audit and Supervisory Board members, leading to active discussion and full consideration by the Board of Directors.
In addition, the Company conducts self-evaluation and analysis of the effectiveness of the Board of Directors with the aim of
improving the functions of the Board of Directors and ultimately increasing corporate value. Regarding self-evaluation andanalysis, we conducted the following method while obtaining advice from an external organization.
In July 2023, we conducted a survey targeting all directors and Audit and Supervisory Board members who are members of theBoard of Directors. Anonymity was ensured by responding directly to an external organization. Based on the aggregate results
reported by an external organization, analysis, discussion, and evaluation were conducted at the regular Board of Directors
meeting in September 2023. We received generally positive evaluations from the responses to the questionnaire, and we believethat the effectiveness of the Board of Directors as a whole is ensured. On the other hand, opinions were expressed regarding
operational improvements such as thorough provision of materials in advance, securing the time necessary for deliberations, andexecutive training, and issues were also raised regarding further improvement of the functions of the Board of Directors andactivation of discussions. Going forward, the Company's Board of Directors will take into account this effectiveness evaluation,
thoroughly consider issues, respond promptly, and continue to advance initiatives to enhance the functions of the Board of
Directors.
[Supplementary Principle 4.14.2: Training Policy for Directors]
The Company provides training opportunities for directors to acquire and update the necessary knowledge, including legal andcompliance training, necessary to fulfill their supervisory and auditing functions regarding the Group's business. Training
includes outside training, etc., and the Company will pay the cost of any training that requires fees.
In addition, in order to continually deepen the understanding of the Group, we provide opportunities to exchange information
with senior management involved in the execution of business.
[Principle 5.1: Policy on Constructive Dialogue with Shareholders]
The Company's policy on the development of systems and initiatives to promote constructive dialogue with shareholders is asfollows.
(1) The Corporate Communications Department of the Corporate Communications Division shall oversee dialogue withshareholders and shall discuss methods of response with directors and other relevant personnel and respond appropriately.
(2) The relevant internal departments that assist in dialogue are actively working together to support dialogue with shareholders,such as holding meetings to ensure information sharing.
(3) The Company conducts activities to deepen shareholders' understanding of the Company's management strategy andbusiness environment by holding financial results briefings and disclosing information through the Company's website.
(4) The opinions of shareholders and investors obtained through dialogue are reported to the Board of Directors for information
sharing and utilization.
(5) In order to manage insider information when engaging in dialogue, the Company has established rules for the prevention of
insider trading and focuses on preventing such trading. In addition, ongoing education is provided to directors andemployees.
(6) When necessary, the Company conducts substantial shareholder surveys to gain an understanding of shareholder structure.

2. Capital Structure
Foreign Shareholding Ratio [Updated]

Less than 10%

Status of Major Shareholders [Updated]
Name or Company Name
Premier Management Co., Ltd.
Kiyoshi Matsuura
Morgan Stanley MUFG Securities Co., Ltd.
Nobuo Yagi
The Master Trust Bank of Japan, Ltd. (Trust Account)
Hiroto Ito
STATE STREET BANK AND TRUST COMPANY 505038(Standing Proxy: The Hongkong and Shanghai Banking Corporation Limited)
Nomura Securities Co., Ltd.
BNYM AS AGT/CLTS NON TREATY JASDEC(Standing Proxy: MUFG Bank, Ltd.)
Megumi Ochi

5

Number of Shares Owned
3,978,000
1,877,500
76,07650,80049,80037,50035,500Percentage (%)
45.62
21.53
0.87
0.58
0.57
0.43
0.41

34,271
33,6540.39
0.39

31,5000.36

Name of Controlling Shareholder, if applicable(excluding Parent Company)
Name of Parent Company, if applicable

Kiyoshi Matsuura
None

Supplementary Explanation
Premier Management Co., Ltd. is a company whose purpose is to manage the assets of Kiyoshi Matsuura, the Company's
President, and in which all voting rights are held.

3. Corporate Attributes
Listed Stock Exchange and Market Segment

Tokyo Stock Exchange GrowthFiscal Year-End
Business Sector

July
Chemicals

Number of Employees (Consolidated) for thePrevious Fiscal YearNet Sales (Consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal Year

100 or more and fewer than 500
10 billion yen or more and less than 100 billion yen
Fewer than 10

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
In principle, the Company does not engage in transactions, etc., with its controlling shareholder. When conducting transactions
with controlling shareholders, the Board of Directors decides on whether or not to approve the transaction after thoroughly
examining the reasons for the transaction, the inevitability of the transaction, the terms of the transaction, etc., in accordance withlaws and regulations and internal rules. In addition, when conducting important transactions or actions that conflict with theinterests of the controlling shareholder and minority shareholders, a special committee consisting of independent persons,
including independent outside directors, will be established to deliberate and consider. By doing so, we take appropriate measures
to ensure that the rights of minority shareholders are not harmed.

5.

Other Special Circumstances Which May Have Material Impact on Corporate Governance
None

II.

Business Management Organization and Other Corporate Governance Systems
Regarding Decision-Making, Execution of Business, and Oversight in Management

1.

Organizational Composition and Operation
Corporate Governance System
Company with Audit and Supervisory Board**Referred to in the Corporate Governance Code reference translation as “Company with Kansayaku Board”

Directors
Number of Directors Stipulated in Articles ofIncorporation
Directors' Term of Office Stipulated in Articles ofIncorporation

10
1 yearChairperson of the Board [Updated]
Number of Directors [Updated]

Independent Director
4Outside Directors
Number of Outside Directors

Elected2

Number of Independent Directors

26Independent Directors’ Relationship with the Company (1) [Updated]

Name

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

AttributesabjkTakuyuki Fukumoto
From another company○
Sakiko Sakai
Other* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category,“▵” when the director fell under the category in the past.
* “●” when a close relative of the director presently falls or has recently fallen under the category,“▴” when a close relative of the director fell under the category in the past.
a. A person who executes business in a listed company or a subsidiary of a listed company
b. A person who executes business or a non-executive director in the parent company of a listed company
c. A person who executes business in a sister company of a listed company
d. A supplier of which a listed company is a major customer, or, if the supplier is a corporation, a person who executes businessin the corporatione. A major customer of a listed company, or, if the customer is a corporation, a person who executes business in the corporation
f. A consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to officers’
compensation from a listed company
g. A major shareholder of a listed company (if the major shareholder is a corporation, a person who executes business in thecorporation)h. A person who executes business (limited to the principal) in a corporation that is a customer of a listed company other thancustomers falling under either category of d, e, and f above
i. A person who executes business (limited to the principal) in a corporation at which an outside director of the company
concurrently has a position of outside director
j. A person who executes business (limited to the principal) in a corporation to which a listed company offers donationk. OtherIndependent Directors’ Relationship with the Company (2)Name
Takuyuki Fukumoto

Sakiko Sakai

Designation as
Independent
Director○○

Supplementary
Explanation of the
Applicable Relationship－－

7

Reasons for Appointment
Based on his career as a director of a listed company
that operates businesses in a field similar to that of
the Company, he has knowledge and extensive
experience in specialized business operations and isbelieved to be able to provide objective and neutral
management oversight from the outside. Therefore,
the Company believes that he is qualified to serve as
an outside director.
The Company has appointed him as an independent
director because he has no special interest intransactions with the Company and there is no risk of
a conflict of interest with general shareholders.
The Company believes that her experience andexpertise in internal auditing, finance and accounting
will provide objective and neutral management
oversight from the outside and that she is qualified toserve as an outside director.
The Company has appointed her as an independent
director because she has no special interest intransactions with the Company and there is no risk of
a conflict of interest with general shareholders.

Voluntary Establishment of Committee(s) equivalent toNomination Committee or Remuneration Committee

Established

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee, and the Committee
Chair (Chairperson)
Committee’s
Name
Voluntarily
Established
Committee
Equivalent toNomination
Committee
Voluntarily
Established
Committee
Equivalent toRemuneration
Committee

All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

Nomination andRemuneration
Advisory
Committee

3

0

0

2

0

1

Independent
Director

Nomination andRemuneration
Advisory
Committee

3

0

0

2

0

1

Independent
Director

Other

Chairperson

Supplementary Explanation
In August 2021, the Nomination and Remuneration Advisory Committee was established, and meetings for the committee areheld as appropriate. The Nomination and Remuneration Advisory Committee is chaired by an independent outside director andconsists of two independent outside directors and one independent outside Audit and Supervisory Board member. The committee
deliberates on matters such as the nomination and remuneration of directors, Audit and Supervisory Board members andexecutive officers, and reports to the Board of Directors. The consent of the Audit and Supervisory Board is obtained before
reporting to the Board of Directors regarding proposals concerning the Audit and Supervisory Board members.

Audit and Supervisory Board Members**Referred to in Corporate Governance Code reference translation as “kansayaku”
Audit and Supervisory Board
Established
Number of Audit and Supervisory Board Members
Stipulated in Articles of Incorporation
Number of Audit and Supervisory Board Members

5
3

Cooperation among Audit and Supervisory Board Members, Independent Accounting Auditors, and Internal Audit
Departments
The Company's auditing system consists of three basic components: audits by Audit and Supervisory Board members, internal
audits, and accounting audits by an auditing firm.
The Company's Audit and Supervisory Board members, internal audit departments and the auditing firm meet regularly to
exchange audit plans and to explain and report audit results, etc., to improve audit quality.
Outside Audit and Supervisory Board Members
Number of Outside Audit and Supervisory Board
Members
Number of Independent Audit and Supervisory
Board Members

Appointed
3
38

Independent Audit and Supervisory Board Members’ Relationship with the Company (1)Name

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

Attributes

a
b
c
d
l
m
Motoyasu Ishihara
From another company
Akira Ide
CPA
Yosuke Kondo
Lawyer* Categories for “Relationship with the Company”*“○” when the director presently falls or has recently fallen under the category,“▵” when the director fell under the category in the past.
*“●” when a close relative of the director presently falls or has recently fallen under the category,“▴” when a close relative of the director fell under the category in the past.
a. A person who executes business in a listed company or a subsidiary of a listed company
b. A non-executive director or an accounting advisor in a listed company or a subsidiary of a listed company
c. A person who executes business or a non-executive director in the parent company of a listed company
d. An audit and supervisory board member in the parent company of a listed company
e. A person who executes business in a sister company of a listed company
f. A supplier of which a listed company is a major customer, or, if the supplier is a corporation, a person who executes business in thecorporation
g. A major customer of a listed company, or, if the customer is a corporation, a person who executes business in the corporationh. A consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to officers’
compensation from a listed company
i. A major shareholder of a listed company (if the major shareholder is a corporation, a person who executes business in thecorporation)
j. A person who executes business (limited to the principal) in a corporation that is a customer of a listed company other thancustomers falling under either category of f, g, and h above
k. A person who executes business (limited to the principal) in a corporation at which an outside director of the company
concurrently has a position of outside directorl. A person who executes business (limited to the principal) in a corporation to which a listed company offers donation
m. OtherIndependent Audit and Supervisory Board Members’ Relationship with the Company (2)NameMotoyasu Ishihara

Akira Ide

Designation as
Independent
Director○○

Supplementary
Explanation of the
Applicable Relationship－－

9

Reasons for Appointment
He has expertise in various fields through his
experience as a director of other companies. The
Company has appointed him as an independent Audit
and Supervisory Board member based on the belief
that he can provide useful advice to the Company's
management from a fair and neutral standpoint.
The Company has appointed him as an independent
director because he has no special interest intransactions with the Company and there is no risk of
a conflict of interest with general shareholders.
He is a certified public accountant and has experiencein auditing firms and business companies. We expect
appropriate auditing based on his expertise andexperience. The Company has appointed him as anindependent Audit and Supervisory Board member toensure the effectiveness of audits from a more
independent standpoint.
The Company has appointed him as an independent
director because he has no special interest intransactions with the Company and there is no risk of
a conflict of interest with general shareholders.

Yosuke Kondo○－

He is a licensed attorney. We expect appropriate
auditing based on his expertise and experience. The
Company has appointed him as an independent Audit
and Supervisory Board member to ensure theeffectiveness of audits from a more independent
standpoint.
The Company has appointed him as an independent
director because he has no special interest intransactions with the Company and there is no risk of
a conflict of interest with general shareholders.

Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members
Number of Independent Directors and Independent
Audit and Supervisory Board Members

5

Other Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members
All people who meet the qualifications for independent directors and independent Audit and Supervisory Board members aredesignated as independent directors and independent Audit and Supervisory Board members.

Incentives
Implementation Status of Measures Related toIncentives Granted to Directors

Introduction of performance-linked remuneration system and stock
remuneration using a cumulative stock investment plan

Supplementary Explanation for Applicable Items
Performance indicators related to performance-linked remuneration are sales, operating profit, and individual performance fromthe perspective of growth potential and improvement of corporate value and are determined after deliberation by the Nomination
and Remuneration Advisory Committee. The stock option plan has been abolished and changed to stock remuneration using acumulative stock investment plan. This facilitates compensation that functions as an incentive to continuously improve corporate
value in the same way as a stock option, and that maintains a compensation system that shares value with shareholders, while notincurring costs associated with the issuance of new shares and stock dilution.
People Eligible for Stock Remuneration

Inside directors and others

Supplementary Explanation for Applicable Items
The Company grants stock remuneration to its inside directors and executive officers to enhance their motivation to improve theCompany's corporate value.

Director Remuneration
Status of Disclosure of Individual Directors’
Remuneration

No disclosure for any directors

Supplementary Explanation for Applicable Items
Since there is no director and Audit and Supervisory Board member whose total amount of remuneration is 100 million yen or
more, individual disclosure of remuneration is not made. Remuneration for directors and Audit and Supervisory Board members
is disclosed in total amount for each category of directors and Audit and Supervisory Board members.
Policy on Determining Remuneration Amounts andthe Calculation Methods Thereof [Updated]

Established10

Disclosure of Policy on Determining Remuneration Amounts and the Calculation Methods Thereof
The amount of individual remuneration for directors is determined by the Board of Directors after the Nomination andRemuneration Advisory Committee prepares proposals within the total amount approved at the General Shareholders Meeting.
With respect to Audit and Supervisory Board members, the Nomination and Remuneration Advisory Committee prepares
proposals within the total amount approved at the General Shareholders Meeting, and after obtaining the consent of the Audit andSupervisory Board, decisions are made by the Board of Directors.

Support System for Independent Directors and/or Independent Audit and Supervisory Board Members[Updated]
Independent directors and independent Audit and Supervisory Board members are notified in advance of the date, time, and items
to be resolved at Board of Directors’ meetings by the person in charge of the Corporate Planning Department and are provided
with materials and explanations, as necessary. In addition, we hold a non-executive officer liaison meeting whose members
include independent directors and independent Audit and Supervisory Board members and encourage mutual cooperation by
sharing internal audit reports from the internal audit division, sharing audits by the Audit and Supervisory Board members, andexchanging opinions on management issues.

2.

Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, andRemuneration Decisions (Overview of Current Corporate Governance System) [Updated](a) Board of Directors
The Company’s Board of Directors consists of four directors, including two independent directors, and makes decisions onimportant matters related to the Company’s business operations and matters required by laws and regulations. In principle, theBoard of Directors, chaired by the independent director, holds a regular meeting once a month and extraordinary meetings, asnecessary. The authority to make decisions is clarified in the Rules on Administrative Authority, and important decisions are madeafter deliberation at meetings of the Board of Directors. In addition, the Board of Directors establishes basic management policies
and annual plans, clarifies the goals to be achieved by the Company, clarifies performance goals for each division, and reports the
progress of these goals to the regular meeting of the Board of Directors once a month to supervise the execution of business by
the divisions.
In addition, all Audit and Supervisory Board members attend Board of Directors’ meetings, which enables them to monitor the
status of business execution by directors. Independent directors are invited from other industries to enable management
decision-making based on a broader perspective and management oversight from outside the company.
The Board of Directors met 16 times in the fiscal year ended July 2023. All directors and Audit and Supervisory Board members
attended all 16 meetings.
(b) Audit and Supervisory Board
From the viewpoint of strengthening governance, the Company has adopted a company-with-auditors system in accordance with
relevant laws and regulations of the Companies Act, as it has an independent appointment system that allows it to exercise its
authority independently and is obligated to have a full-time statutory auditor. The Audit and Supervisory Board consists of one
full-time and two part-time Audit and Supervisory Board members, all three of whom are independent Audit and Supervisory
Board members. The Company appoints as Audit and Supervisory Board members individuals with expertise and long-term
experience who can monitor and audit the Company’s management from a broad and deep perspective. In particular, the role ofindependent Audit and Supervisory Board members in corporate governance is to enhance the effectiveness of the Company’s
corporate governance by providing objective and appropriate monitoring and supervision from a highly independent andprofessional perspective.
Each Audit and Supervisory Board member audits the legality of the execution of duties by directors in accordance with the audit
plan, audit policy, and allocation of duties determined by the Audit Committee. Regular meetings of the Audit and Supervisory
Board, chaired by the full-time Audit and Supervisory Board member, are held once a month in principle to report on the status of
their duties to each other and to share the understanding of auditing operations.
The Audit and Supervisory Board met 15 times in the fiscal year ended July 2023. All Audit and Supervisory Board members
attended all 15 meetings.
(c) Management Committee
The Management Committee consists of inside directors, executive officers, division heads of each business division and afull-time Audit and Supervisory Board member, and in principle meets twice a month. The Management Committee serves as anadvisory body for the President to make flexible decisions regarding the execution of the Company's business, and reports anddiscusses important matters related to the execution of business.

11

(d) Compliance Committee
The Compliance Committee, consisting of executive directors, a full-time Audit and Supervisory Board member, executive
officers, the officer in charge of corporate planning, the head of legal affairs and the head of quality assurance, meets once aquarter in principle. The Compliance Committee, chaired by the President, reports and discusses matters related to theformulation of basic policies, plans and systems for compliance.
(e) Nomination and Remuneration Advisory Committee
The Company has established a Nomination and Remuneration Advisory Committee of which the majority of members are
independent outside directors. The Nomination and Remuneration Advisory Committee, in response to inquiries from the Boardof Directors, deliberates on matters related to the nomination and remuneration of directors, Audit and Supervisory Board
members and executive officers, and reports to the Board of Directors. Matters concerning the nomination and remuneration of
Audit and Supervisory Board members shall be reported to the Board of Directors with the consent of the Audit and Supervisory
Board.
(f) Risk Management Committee
The Risk Management Committee is comprised of executive directors, executive officers, etc., and in principle meets once aquarter in principle. The committee is chaired by the officer in charge of the Corporate Division, and reports and discusses
matters related to the formulation of basic policies, plans, and systems for risk management.

3. Reasons for Adoption of Current Corporate Governance System
While we need to quickly implement our management strategy, we have been working to develop and strengthen our corporate
governance system in order to ensure the soundness, objectivity, and appropriateness of our management. We have adopted thecurrent corporate governance system since outside directors and outside Audit and Supervisory Board members can supervise andmonitor from an objective and neutral standpoint under the current corporate governance system and because we have secured asystem in which the Audit and Supervisory Board members, the Internal Audit Office, and the accounting auditor work together
to ensure that the management monitoring function is fully demonstrated from both inside and outside the Company.

III.

Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Vitalize the General Shareholders Meetings and Facilitate Exercise of Voting Rights

Early Posting of Notices
Shareholders MeetingofGeneralScheduling of General Shareholders Meetings
During Non-Peak Days
Electronic Exercise of Voting Rights
Participation in a Platform for the Electronic
Exercise of Voting Rights and Other Initiatives
to Enhance Environment for Institutional
Investors to Exercise Voting Rights
Provision of Notices (or Summaries of
Notices) of General Shareholders Meetings in
EnglishSupplementary Explanation
The Company will make every effort to send out the convocation notices ofGeneral Shareholders’ Meetings to shareholders as early as possible so thatshareholders will have sufficient time to consider the proposals necessary to
exercise their voting rights.
The Company holds its General Shareholders’ Meetings in October and isconsidering the possibility of holding General Shareholders Meetings on dates
that do not coincide with those of many other companies so that moreshareholders can easily attend the meetings.
The Company has made it possible to exercise voting rights via the Internet.
The Company regards this matter as an item to be considered in the future.

The Company regards this matter as an item to be considered in the future.

12

2.

Status of IR-Related Activities [Updated]
Supplementary Explanation
Formulation and Publication of Disclosure
Policies
Regular Investor Briefings Held for Individual
Investors

Regular Investor Briefings Held for Analysts
and Institutional Investors
Regular Investor Briefings Held for Overseas
Investors
Online Disclosure of IR Information
Establishment of a Department and/or
Placement of a Manager in Charge of IR

3.

Explanation by
the President or a
Representative
Executive Officer

The information is posted on a dedicated IR page on the
Company's website.
At this time, the Company does not hold briefings forindividual investors, but the Company regards this matteras an item to be considered in the future.
The Company holds briefings for analysts andinstitutional investors as well as individual meetings to
explain its business performance and management
policies.
Individual meetings are held for overseas investors to
explain business performance and management policies.
The information is posted on a dedicated IR page on the
Company's website.

Not held

Held

Held

The Corporate Communications Department of the
Corporate Communications Division is the department incharge.

Status of Measures to Ensure Due Respect for Stakeholders [Updated]
Establishment of Internal Rules Stipulating
Respect for the Position of Stakeholders

Implementation of Environmental Preservation
Activities and CSR Activities, etc.

Supplementary Explanation
The Premier Anti-Aging Code of Conduct stipulates respect for eachstakeholder. In addition, the Company has established the Timely Disclosure
Rules. The Company's basic policy is not only to fulfill its responsibility as alisted company to disclose corporate information to shareholders, investors,
and all other stakeholders in a timely and appropriate manner, but also topromote voluntary disclosure activities in a timely and continuous manner,
always from the perspective of shareholders and investors.
We advocate "Enabling unique pathways through life” as a basic sustainability
policy. Based on this policy, we have identified five materiality issues:"Contribution to global environmental conservation,'' "Pursuing anorganizational culture whose members grow up together,'' "Improving
well-being,'' "Providing unique value,'' and "Strengthening governance.'' We set
goals to be achieved for each materiality issues.
≪Contributions to global environment conservation≫
We will contribute to the realization of a sustainable and affluent global
environment by addressing global issues such as climate change and waste
pollution by working to reduce CO2 emissions and effectively utilize resources
throughout the product life cycle.
[Goals]100% use of environmentally friendly paper
50% reduction of CO2 emissions (Scope 1&2) by the end of July 2027
[Topics for the fiscal year ended July 2023]
All brands that use paper packaging and shipping boxes use FSC-certified
paper.
CANADEL received the 2023 GP Environmental Awards Special Awardfor its continued use of the GP mark, which indicates that printing
materials, manufacturing processes, and printing company initiatives areenvironmentally friendly.
Green Nano, a technology that can reduce CO2 emitted during
combustion by approximately 60%, continues to be used in cleansing
balm containers.

13

-

Refills for CANADEL's all-in-one beauty serum reduce plastic use byapproximately 70%.
We continue to reduce CO2 emissions by delivering the majority of
products ordered through mail order using compact packaging, and by
reducing the size of the delivery slips included in the package.

≪Pursuing an organizational culture whose members grow up together≫
We will create an environment in which each employee can demonstrateautonomous performance, grow up together through work, nurture each other,and become a group that continues to grow strong.
[Goals]
Improving employee engagement score 10% by the end of July 2027
Review the training system every year and expand training content
accordingly≪Improving well-being≫
We will strive to maintain and manage the physical and mental health of ouremployees and everyone involved in our company, and to achieve a work-lifebalance.
[Goals]Promoting health support for employees and obtain Health Management
Certification continuously.
[Topics for the fiscal year ended July 2023]
The President and Representative Director is personally responsible forhealth management and promotes overall health management from amanagement perspective. We have also appointed a health management
promotion officer, who works with the Safety and Health Committee,
industrial physicians, and public health nurses to disseminate various
information and develop measures. In recognition of these efforts, wewere certified as a 2023 Health and Productivity Management
Organization (Large Enterprise Category).
≪Providing unique value≫
In order to pursue the prosperity of each and every customer, we will continue
to provide products and services that meet the unmet needs of our customers,
working together with our suppliers with unconventional and flexible ideas.
[Goals]Aim for at least 30 new people to acquire anti-aging qualifications by theend of July 2027
Expand systems to promote anti-aging by the end of July 2027
Participation in social activities that promote anti-aging continuously
Develop a procurement policy that incorporates elements of sustainabilityby the end of July 2024
[Topics for the fiscal year ended July 2023]
Participated in the Cosme Bank Project as a cooperating company andsponsored our products to women who cannot afford cosmetics.
We shared with Tokyo Weekdays Basketball League its vision for the
SDGs development goals of "ensure healthy lives and promote well-being
for all at all ages" and "achieve gender equality" and offered products.
≪Strengthening governance≫
By realizing a management system with transparency and fairness and working
to ensure thorough risk management and compliance, we will strengthen thecorporate foundations that support business activities that all stakeholders canbe proud of.
[Goals]Enhance disclosure and transparency related to corporate governance14

Formulation of Policies, etc. on Provision ofInformation to Stakeholders

IV.

100% attendance rate for compliance training and information security
training (every year)
The Company has a policy of proactively disclosing information to
stakeholders through its website, financial results briefings, and other means.

Matters Concerning the Internal Control System

1. Basic Views on Internal Control System and Status of Development
Based on the Companies Act and the Ordinance for Enforcement of the Companies Act, the Company resolved the following at
the Board of Directors’ meeting held on August 16, 2022, regarding the basic policy of the system to ensure the appropriatenessof operations as follows.
1. System to ensure that the execution of duties by directors, executive officers, and employees (full-time employees, temporary
employees, part-timers, and part-time workers) of the Company and its subsidiaries complies with laws and regulations and the
Articles of Incorporation(1) The Company shall ensure that all officers and employees are compliance-conscious and perform their duties in compliancewith laws, the Articles of Incorporation, and internal regulations in accordance with the Premier Anti-Aging Code of Conduct andthe Compliance Rules.
(2) The Company shall establish a Compliance Committee, which shall be chaired by the President and include outside attorneys
and other members. The Compliance Committee is responsible for the company-wide promotion of compliance and the planningof measures to ensure the effectiveness of compliance.
(3) The Board of Directors shall make decisions on business execution and supervise the duties of directors and executive officers
to ensure that they meet legality based on laws and regulations and appropriateness based on management judgment.
(4) Audit and Supervisory Board members shall be independent of the business execution divisions, exercise the authority
provided by laws and regulations, and audit the execution of duties by directors and executive officers.
(5) The Company shall establish a department in charge of internal audits that is independent of the audited department and shallestablish a basic policy for internal audits of the Group and establish an efficient and effective internal audit system for theCompany and its subsidiaries.
(6) Violations of laws and regulations by officers and employees shall be subject to punishment in accordance with employment
regulations.
(7) The Company shall take a resolute and organized stance against anti-social forces that threaten the order and safety of civilsociety, in accordance with the “Manual for Dealing with Anti-social Forces” and in cooperation with lawyers, police and otherauthorities.
2. System for the storage and management of information related to the execution of duties by directors and executive officers
Recorded documents, approval documents, and other important information related to the execution of duties by directors andexecutive officers shall be recorded in documents or electromagnetic media and shall be properly stored and managed inaccordance with laws and regulations, the “Document Management Regulations” and the “Information Handling Management
Regulations.”
3. Regulations and other systems for managing the risk of loss of the Company and its subsidiaries(1) The Board of Directors shall develop and periodically review internal rules and regulations to address various risks such ascompliance, personal information, quality, security, and system trouble.
(2) Business units shall perform their duties within the scope of their authority under the various regulations. Business units shallrequire approval by the President after deliberation by the Management Committee or resolution by the Board of Directors when
performing duties beyond their authority and shall manage risks associated with the execution of approved duties.
(3) Risk information, etc. shall be reported to directors, executive officers and Audit and Supervisory Board members by theofficer in charge through Board of Directors’ meetings, etc.
(4) In the event of an unforeseen situation, a task force under the direction of the President shall be established, and together withoutside professional organizations such as law firms, etc., as necessary, a prompt and appropriate response shall be taken toprevent the spread of damage and minimize its occurrence.
4. System to ensure that the directors and executive officers of the Company and its subsidiaries execute their duties efficiently(1) The Board of Directors shall, in accordance with the “Regulations of the Board of Directors,” make resolutions on statutory
matters, decide important management matters, and supervise the execution of business operations. In addition to the regularmonthly meetings of the Board of Directors, extraordinary meetings of the Board of Directors shall be held as necessary to ensure

15

prompt and appropriate decision-making.
(2) Directors shall execute their duties under the direction of the President, in accordance with the resolutions of the Board of
Directors and internal regulations. Each director shall report to the directors and Audit and Supervisory Board members on thestatus of the Company and exchange information on the Company's management with each other.
(3) Individual management issues related to business operations are discussed from a practical standpoint at the Management
Committee, which is composed of inside directors, executive officers, division heads of each business division and full-time Audit
and Supervisory Board members. Important management matters shall be deliberated and decisions on the execution of duties
shall be made by the Board of Directors.
(4) The Company shall ensure promptness and efficiency in each division by transferring authority and clarifying responsibilities
in accordance with the “Rules on Administrative Authority” and the “Rules on Division of Duties.”
5. System to ensure the appropriateness of operations of the corporate group consisting of the Company and its subsidiaries(1) The Company's directors or executive officers serve concurrently as directors of each subsidiary and report and discuss the
progress of business and important matters at the Board of Directors’ meetings of each group company.
(2) The Company shall exercise appropriate control over the management of its subsidiaries in accordance with the “Affiliate
Company Management Regulations.”(3) Each subsidiary shall practice its own business operations and proper management, as well as strive to develop an appropriate
compliance system and ensure compliance.
6. Matters concerning employees to assist Audit and Supervisory Board members if Audit and Supervisory Board members
request the appointment of such employees to assist them in their duties, matters concerning the independence of such employees
from directors and executive officers and matters related to ensuring the effectiveness of instructions given to such employees(1) The Company shall assign employees to assist the Audit and Supervisory Board members in the execution of their duties whenthe Audit and Supervisory Board members request such assistance.
(2) Audit and Supervisory Board members shall be able to state their opinions regarding the selection and evaluation of
employees who assist the duties of Audit and Supervisory Board members.
(3) Assigned employees, etc. who assist the duties of Audit and Supervisory Board members shall carry out their assisting work
under the direction and orders of the Audit and Supervisory Board members and shall not receive instructions and orders from thedirectors and executive officers.
7. System for directors, executive officers, employees, etc. of the Company and its subsidiaries to report to Audit and Supervisory
Board members and other systems for reporting to Audit and Supervisory Board members(1) Directors and executive officers shall report on the execution status of their duties at Board of Directors’ meetings and otherimportant meetings attended by Audit and Supervisory Board members.
(2) Directors, executive officers and employees shall immediately report to the Audit and Supervisory Board members any facts
that they find that may violate laws, regulations, or the Articles of Incorporation of the Company or cause significant damage to
the Company. In addition, any report made under the whistleblowing system shall be reported to the Audit and Supervisory Board
members without delay.
(3) Audit and Supervisory Board members may inspect important documents related to the execution of business operations, suchas approval documents, and request explanations from directors, executive officers, and employees. Directors, executive officers,
and employees shall report to Audit and Supervisory Board members without delay when requested by them for an explanation.
(4) The Company shall prohibit any disadvantageous treatment of a person who reports to an Audit and Supervisory Board
member by reason of such report, and shall ensure that directors, executive officers, and employees, etc. are informed of suchprohibition.
8. Matters concerning procedures for advance payment or reimbursement of expenses incurred in connection with the executionof duties by Audit and Supervisory Board members and other procedures for the treatment of expenses or liabilities incurred inconnection with the execution of such duties
When Audit and Supervisory Board members request advance payment or reimbursement of expenses incurred in theperformance of their duties, the Company shall promptly dispose of such expenses or liabilities unless it is proved that such
expenses or liabilities are not necessary for the execution of the relevant Audit and Supervisory Board member’s duties.
9. Other systems to ensure that audits by Audit and Supervisory Board members are conducted effectively(1) Audit and Supervisory Board members shall meet regularly with the President to exchange opinions on important issues andinformation.
(2) The General Manager of the Internal Audit shall collaborate and exchange information with the Audit and Supervisory Board
members.
(3) Directors, executive officers, and employees shall establish a system that allows Audit and Supervisory Board members to
16

fully exchange information with independent accounting auditors regarding the details of accounting audits. In addition, theCompany shall establish a system whereby Audit and Supervisory Board members can consult with legal advisory firms at any
time on general corporate management matters.
10. System to ensure reliability of financial reporting
To ensure the reliability of financial reporting, under the direction of the President, the Company shall establish a system foreffective internal control over financial reporting as stipulated in the Financial Instruments and Exchange Law. The Company
shall continuously evaluate the proper functioning of the system and take necessary corrective actions if any deficiencies arefound.
11. Response to anti-social forces
The Company shall not have any relationship with or provide any benefits to anti-social organizations or individuals that pose athreat to social order or the sound business activities of the Company. The Company shall appoint a person in charge ofpreventing unreasonable demands in the Legal Department. In the event of an unreasonable demand, the Legal Department will
act as a contact point and take appropriate measures in cooperation with legal counsel, the local police department, and otherrelevant parties.

2.

Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
In addition to specifying the policy for dealing with anti-social forces in the "Basic Policy for Internal Control System," theCompany declares the following in the "Premier Anti-Aging Code of Conduct." "We do not have any relationships withindividuals or organizations that engage in illegal activities, such as threatening the order or safety of civil society. We also do not
accept requests for money, goods or services from such individuals or organizations." The Company has established a supervisory
function in the legal affairs to centralize the collection and management of information and has prepared response manuals on theintranet and is working on employee education. In addition, the Company strives to gather information and strengthen
collaboration with external organizations, such as by collaborating with local police stations and joining organizations that
promote the elimination of anti-social forces.

V.

Other

1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not adopted

Supplementary Explanation for Applicable Items
None

17

2. Other Matters Concerning the Corporate Governance System[Updated]
A schematic diagram of the Company's corporate governance system and the flow of timely disclosure procedures is attached forreference.

[Overview of Timely Disclosure Procedures (schematic diagram)]* In the event of facts that require urgent disclosure, the Company promptly discloses them upon approval of the President andcirculates the disclosure documents to the Board of Directors. In addition, matters deemed necessary for information control shall bedeliberated at the Board of Directors meeting without going through the Information Disclosure Committee.

18