Corporate Governance
Based on our culture of “integrity” and “transparency”, we have strengthened our governance system in line with thechanging times. We have implemented various initiatives, such as increasing the number of female directors and deliberating on the formulation of succession plans for the President and CEO at the Nomination and Remuneration Advisory
Committee. We will continue to strengthen our governance in the future as well.

ReportAccounting Auditor

Accounting
Audit

Nomination andRemuneration Advisory
Committee

Board of Directors

Audit

Indicator

Consult
Four out of the ten directors
are outside directors

ReportAdvice(Business execution framework)
Sustainability Promotion
Committee

Audit & Supervisory Board

Chairman & CEO
President & COO

ReportReportManagement Meeting

Risk Management &Compliance Committee

Quality Assurance Committee

Unit

FY2019FY2020

FY2021

FY2022People

6

6

6

6

6

Outside directors (Independent)

People

3 (3)

3 (3)

4 (4)

4 (4)

4 (4)

Total

Cooperate

Climate Change Committee

Environment & Safety
Committee

Scope
Inside directors

Three out of the four members are outside
Audit & Supervisory Board members

Directors*1

Internal Audit Department

audit assistants from our employees to respond to the requests
from them. To enable Audit & Supervisory Board to fulfill theirduties efficiently and smoothly, the audit assistants serve as coordinators for holding hearings pertaining to divisions, etc., Audit & Supervisory Board and other meetings, help conduct audits, and collect information.

People

9

9

10

10

10

Ratio of Independent Outside Directors*1

%

33

33

40

40

40

Ratio of female directors*1

%

0

0

10

10

20

Number of executive directors*1

People

6

6

6

6

6

Average terms of positions held*1

Years

6.7

5.2

5.1

4.0

4.2

Times

12

11

12

12

-

Meetings of the Board of Directors*2
Attendance of directors at meetings of the Board of Directors

％

99

96

99

98

-

Attendance of Audit & Supervisory Board members at meetings of the Board of Directors*2

％

100

100

100

100

-

*2

Each Division/
Department

Audit

FY2023*1 Data is as of after the General Meeting of Shareholders held in June of each fiscal year. *2 Data from April to March of each fiscal year

Group Companies

Audit* Numbers pertain to officers appointed during the 153rd
General Meeting of Shareholders held on June 28, 2023.

● Execution and Supervision of Operations

ment of the Head Office and plant/laboratory to exchange opinions.

By introducing a system with executive officers, we clarify the
managementʼs function of prompt decision-making and supervision and the function of executing operations, thereby strengthening both. We also strive to improve managementʼs capabilities
to develop and execute our management strategies. In addition,
we have set a one-year term for each director and executive officer, thereby clarifying the management responsibility and the
responsibility for executing operations.

● Nomination and Remuneration Advisory Committee
We established a Nomination and Remuneration Advisory Committee mostly consisting of independent outside directors underthe Board of Directors for the purpose of strengthening theBoard of Directorsʼ independence, objectivity, and accountability
in relation to matters such as the nomination and remunerationof directors and further strengthening corporate governance.
The Nomination and Remuneration Advisory Committee convened 10 times in FY2022. It deliberated matters, such as appointment of candidates as directors and Audit & Supervisory Board
members and management executives, succession plans for
management executives, and remuneration for directors in response to consultation from the Board of Directors, and reported
the content of their deliberations to the Board of Directors.

● Board of Directors
Our Board of Directors members meet monthly in principle, toresolve important management matters. It also supervises theexecution of operations by directors and executive officers. We
ensure that important management matters are determinedthrough careful deliberations at the Board of Directors or management meetings in our efforts to eliminate or reduce businessrisks. In addition, the details of decisions made at the management meetings and the results of business executions based on
decisions made at the Board of Directors are reported to theBoard of Directors to enhance the supervising function of theBoard of Directors. We strive to ensure and improve effectiveness in execution of roles and responsibilities of the Board of Directors by conducting the effectiveness evaluation on the overall Board of Directors every year.

● Accounting Audit
We have appointed the Yaesu Audit Company as our accounting
auditor. They audit at the end of each fiscal year, and during the
fiscal year as necessary.

● Internal Audit
We have established an Internal Audit Department to pursue theachievement of the Groupʼs management objectives effectively.
With the object of ensuring the proper duties under the internal
control system, the Internal Audit Department conducts internal
audits for the Group. The department submits its internal audit
activity plan and reports the outcomes to the Chairman & CEO,the President & COO, the directors in charge, and the Board of
Directors. It also shares information with our accounting auditor and the Audit & Supervisory Board members to cooperatewith them.

● Audit & Supervisory Board
We have established the Audit & Supervisory Board. In accordancewith auditing plans formulated by the Audit & Supervisory Board
with a majority that consists of independent outside members, theAudit & Supervisory Board members audit the execution of directorsʼ operation by participating in the Board of Directors and otherimportant meetings, and by regularly visiting each division/depart-

Nissan Chemical Corporation

33

Integrated Report 2023

View on the Appropriate Balance between Knowledge, Experience and Skills of the Board, and on Diversity
quired for its directors (skills requirements): “corporate management”, “research and development/technologies”, “financeand accounting”, “legal/risk management/internal control”,“personnel affairs/personnel strategies”, and “global experience”. And the Company makes the board consist of appropriate
persons as its directors, who have met the above-skills requirements appropriately, and who are healthy, physically and mentally, and trusted and respected for their excellent characters, ahigh level of insight, and a sense of ethics.
We will review the above skills requirements as necessary
based on the management strategy and relevant policies.

The Company considers the board to be formed by members selected from various viewpoints to make decisions appropriately
and expeditiously and oversee the execution of business activities in diverse fields (including chemicals, performance materials, agricultural chemicals, and healthcare). Those points include the balance of knowledge, experience, skills, and othercapacity and diversity, including gender, internationality, andpractical experience in totality of the board.
To ensure a well-balanced and diverse board composition,
based on the company philosophy and management strategy,
the Company has identified the expertness and experience re-

The expertness and experience required for the Company’s directors

Director

Corporate
Management

R&D/
Technologies*

Finance &Accounting◎

Legal/Risk Management/ Personnel Affairs/
Internal Control
Personnel Strategies

Representative Director, Chairman

KINOSHITA Kojiro◎

Representative Director, President

YAGI Shinsuke◎

Director, Senior Executive Vice President

HONDA Takashi◎

Director, Senior Managing Executive Officer

ISHIKAWA Motoaki◎

Director, Senior Managing Executive Officer

DAIMON Hideki

◎

◎

◎

Director, Managing Executive Officer

MATSUOKA Takeshi

◎

◎

◎

Outside Director

OBAYASHI Hidehito◎◎

Outside Director

KATAOKA Kazunori◎◎

Outside Director

NAKAGAWA Miyuki

Outside Director

TAKEOKA Yuko

GlobalExperience

◎

◎

◎

◎

◎

◎

◎

◎

◎

◎

◎
◎
◎

◎
◎
◎

◎
◎

* “R&D/Technologies” include the expertness and practical experience in the fields of IT, DX (Digital Transformation), environmental safety, and quality assurance.

Policy and Procedures in the Nomination of Officer Candidates
visory Committee and submit to the General Meeting of Shareholders. In addition, nominations of Audit & Supervisory Board
member candidates are approved by the Audit & Supervisory
Board in advance.

Proposal of nomination of director and Audit & Supervisory
Board member candidates are explained in advance to independent outside directors. After receiving proper guidance fromthem, the proposal is finalized by the Board of Directors throughdeliberation/reporting by the Nomination and Remuneration Ad-

Nissan Chemical Corporation

34

Integrated Report 2023

Value Creation & Growth Strategies

General Meeting of Shareholders● Support for Outside Directors and Outside Audit &Supervisory Board Members
The Corporate Planning Department supports outside directors
by providing them with explanations of the contents of the agenda and other matters to be discussed at the Board of Directors inadvance and also provides management information necessary
for growth strategies, enhancement of governance, etc. For outside Audit & Supervisory Board members, we have appointed

Corporate Governance
Performance Evaluation Coefficient
PolicyDirectors

Audit &
Supervisory
Board
Members<Outside Directors>
People who are capable of giving opinions proactively, raising questions and giving advice on growth strategies, the enhancement of governance and other issues from the viewpoints of various stakeholders and society.
Each outside director may serve up to six terms of one year in total; provided, however, that shall not prevent the director from serving up to
eight terms of one year in total under a special circumstance. In addition, each outside director may concurrently serve as a director or Audit &Supervisory Board member of five listed companies, including the Company, at a maximum in principle.
People with experience and knowledge in a wide range of fields including finance, accounting, and law who are capable of giving opinions andadvice to the management from a fair and neutral standpoint, in addition to auditing the execution of operations.
Each Audit & Supervisory Board member may serve up to two terms of four years in total; provided however, that shall not prevent the member from serving up to three terms of four years in total under a special circumstance. In addition, each Audit & Supervisory Board member
may concurrently serve as a director or Audit & Supervisory Board member of five listed companies, including the Company, at a maximum inprinciple.

Officersʼ Remuneration
The fundamental principle in directorsʼ remuneration is to maintain its system that is in line with management policy by ensuring that directors contribute to increasing operating performance on a continual basis over the mid- to long-term andtoward increasing the overall value of the Group, thereby meeting shareholder expectations. At the same time, the basic policy(Policies on determining details of remuneration, etc. for individual Directors) is to set remuneration at an appropriate level, taking into account such factors as the management environment,
operating performance and consistency with the treatment of
employees.
The remuneration system for directors consists of monetary
remuneration (base remuneration and performance-related remuneration) and performance-linked stock compensation. However, the outside directorsʼ remuneration package shall consistof only the base remuneration as a monetary payment. In thelight of their roles and independence from the Company, theirremuneration package does not contain the performance-related remuneration as monetary payment nor the performancelinked stock compensation.
Regarding performance-linked stock compensation, we haveadopted in FY2019, with the aim of increasing awareness about improving earning over the mid- to long-term and contributing to enhancing corporate value by clarifying the link between the Companyʼs performance and its stock price, and by having directors
share with the shareholders not only the benefits of increases inthe stock price, but also the risk of decreases in the stock price.

Excluding performance-linked stock compensation, the remunerations of individual directors are determined at the Board of Directors after deliberations of the Nomination and Remuneration
Advisory Committee mostly consisting of independent outside directors as well as within the total amount determined by resolution of the General Meeting of Shareholders. The remunerations ofindividual Audit & Supervisory Board members are determinedthrough discussions among Audit & Supervisory Board members.

Overview of performance-related remuneration
We establish the base amount for each title and determine theannual amount according to the fluctuation of performance indicators. Those indicators consist of the profit indicators for theprevious fiscal year (the net income attributable to owners ofparent, EBITDA, and the like) and ESG indicators (the third-party
evaluation result, the reduction of GHG emissions, and the like).
ESG initiatives are an important management issue that is
indispensable for the sustainable growth of the Company. In order to further improve the effectiveness of sustainable management, we have decided to link it with remuneration.

Overview of Performance-linked Stock Compensation Plan

The Company grants its directors points based on its net income attributable to owners of parent (average rate of change over the last
three years), EBITDA (average rate of change over the last three
years), ROE (actual result for the current fiscal● Composition of Officers’ Remuneration*year), and comparison of rates of year-on-year
volatility with respect to the Companyʼs stock
price and TOPIX. Each fiscal year, the Company
Performance-related
Base remuneration 65%
remuneration 28%
determines whether the points are to be granted
or not and the number of points to be granted.
Remuneration Upon their retirement, directors are to be paidin stock 7%
performance-linked stock compensation equivaProfit-linked
ESG-linked
％
％
90
10
lent
to their accumulated points. (For details on
portionportionhow
to calculate performance- linked stock com[Evaluation Indicators][Evaluation Indicators]
pensation plan amounts, etc., please refer to P50●Net income attributable to owners●ESG evaluation by third-partyof parent
organizations“Compensation, etc. for Officers” of the 153rd Se●EBITDA●Rate of reduction of GHG emissions
GHG emissions in FY2027
curities Report.)
Reducing by at least 30% comparedto FY2018

Nissan Chemical Corporation

formance- linked stock compensation.
(Mid- to long-term net income attributable to owners ofparent coefficient ×30%) + (Mid- to long-term EBITDA
coefficient ×30%) + (ROE coefficient x 30%) + (the Company
stock price and TOPIX year-on-year volatility comparison
coefficient × 10%)

Effectiveness Evaluation of Boards

Issues Identified in the Effectiveness Evaluation for FY2021

Nissan Chemical believes that the primary roles and responsibilities of the Companyʼs Board of Directors are defined as: (1) establishing a strategy for achieving sustainable growth and increase in corporate value over the mid- to long-term, andfacilitating the execution of the foregoing; (2) establishing an environment that supports risk-taking by the management, including the internal control system and the risk management system; (3) strengthening the swift management decision-making,and oversight function and the execution function through clarification of both functions; and (4) further enhancing managementtransparency, soundness and objectivity through, among otherefforts, appointment of outside officers who monitor and oversee the management from external viewpoints, and from FY2015,
the Company performs analysis and evaluation (the “Effectiveness Evaluation”) every year to see if the Board of Directors has
fulfilled these roles and responsibilities. In addition, we carryout a third-party evaluation every three years using an externalorganization that holds no relationships of interest with us in order to ensure neutrality and objectivity. The latest third-party
evaluation was conducted in FY2020. The Effectiveness Evaluation in FY2022 was conducted in the form of a self-evaluation by
the Companyʼs Board of Directors.

1) To consider how to share the status of deliberations at theNomination and Remuneration Advisory Committee with theBoard of Directors.
2) To consider how to set and sort out appropriate agenda andstreamline the process to administer the Board of Directors toenable its members to focus on the matters requiring resolution and spend enough time deliberating them.

Effectiveness Evaluation Result for FY2022
As a result of the Effectiveness Evaluation for FY2022, it was
concluded that our Board of Directors was generally operating
appropriately overall from the perspective of carrying out its
primary roles and responsibilities, and that the effectiveness of
the Board of Directors was ensured as improvement measures
were taken with regard to issues identified in the EffectivenessEvaluation for FY2021.

Points of Future Improvement
Through the discussion that was conducted this time, we recognized the following issues to address for further enhancing theeffectiveness of the Board of Directors and determined to workon improvements.
1) To provide a forum for “free discussion” at the Board of Directors to deepen the debate on the roles and responsibilities tobe fulfilled by it.
2) To consider at the Nomination and Remuneration Advisory
Committee the measures to sufficiently share the status of its
deliberations with the Board of Directors.
By enabling deeper discussion in the Board of Directors
based on the recent evaluation result and continuing to implement measures to improve the effectiveness of the Board of Directors, the Company will ascertain the status of improvement
on a regular basis through the Effectiveness Evaluation and further enhance the effectiveness of the Board of Directors in an effort to achieve sustainable growth and increase in corporate value.

Evaluation Procedure
The evaluation procedure is in the form of a questionnaire answered by all directors and Audit & Supervisory Board members
to grasp the current status and identify issues from two perspectives, quantitative evaluation and qualitative evaluation, througha combination of five-grade evaluation and free writing. An external organization is contracted to collect the responses and collate the data in order to ensure anonymity, which enhances theself-evaluation.
During the self-evaluation conducted in FY2022, based on
the results of the questionnaire responses, an opinion-exchange
meeting was held in April 2023 (with independent Officers (3 outside directors and 3 outside Audit & Supervisory Board members <including 2 full-time Audit & Supervisory Board members>), the Chairman and the President) to discuss issues andresponses and conduct analysis and evaluation. The results of
the analysis and the evaluation were discussed and confirmed
at the Board of Directors held in May 2023.

* The ratio of the portions of thecomposition varies according to
the Company’s performance

35

Integrated Report 2023

Nissan Chemical Corporation

36

Integrated Report 2023

Value Creation & Growth Strategies<Inside Directors>
People who have expertise, knowledge and other capacities in each business field such as corporate planning, personnel, finance & accounting, research and development, production technology, environment, safety & quality assurance and others.

If a director subject to performance-linked stock compensation is
dismissed through the General Meeting of Shareholders or the
Board of Directors during the period until retirement (excluding
dismissal when the director concerned is appointed as an Audit &Supervisory Board member), commits any illegal act during tenure
and retires, commits any inappropriate act that causes damage to
the Company during tenure, or if the director is found to have violated laws, regulations, articles of incorporation, or internal rules,
etc., the director will be unable to acquire the right to receive per-

Corporate GovernanceDirectors and Audit & Supervisory Board Members
Officers appointed during the 153rd General Meeting of Shareholders held on June 28, 2023.

Attendance at meetings of the Board of Directors(Representative Director, Chairman & CEO)

Reason for appointment

1977 Joined the Company
2002 Director, Head of Corporate Planning Department
2006 Managing Director, Head of Corporate Planning Department
2008 Representative Director, President & CEO
2021 Representative Director, Chairman & CEO (to the present)

Mr. KINOSHITA served as General Manager of the Business Strategy Department, Chemicals General Headquarters and also as Head of the Corporate Planning Department. In addition, as President & CEO of the Company sinceJune 2008, and as Chairman & CEO since April 2021, he has
been promoting strategies to enhance the corporate valueof the Company group. Considering his wide-ranging experience, achievements, and insights, the Company judgesthat Mr. KINOSHITA is qualified to be a director that performs decision- making on business operations and oversees the execution of duties by directors.

12/12

YAGI Shinsuke

Attendance at meetings of the Board of Directors(Representative Director, President & COO)

Reason for appointment

1985 Joined the Company
2013 Deputy Plant Manager of Onoda Plant
2016 Executive Officer, Plant Manager of Sodegaura Plant
2018 Managing Executive Officer, Head of Production Technology
Department
2020 Senior Managing Executive Officer, Head of Production
Technology Department
Director, Senior Managing Executive Officer, Head of Production
Technology Department
2021 Representative Director, President & COO (to the present)

Mr. YAGI has been engaged in production technology formany years, and served as the Deputy Plant Manager of the
Onoda Plant and the Plant Manager of the Sodegaura Plant.
He has been contributing to the improvement of production
systems for the Company groupʼs products and to their stable supply. In addition, as President & COO of the Company
since April 2021, he has been promoting strategies to enhance the corporate value of the Company group. Considering his wide-ranging experience, achievements, and insights, the Company judges that Mr. YAGI is qualified to be adirector that performs decision- making on business operations and oversees the execution of duties by directors.

12/12

HONDA Takashi

Attendance at meetings of the Board of Directors(Director, Senior Executive Vice President)

Reason for appointment

1981 Joined the Company
2012 General Manager of Planning & Development Department,
Agricultural Chemicals Division2014 Executive Officer, Deputy Head of Agricultural Chemicals
Division,
General Manager of Planning & Development Department,
Agricultural Chemicals Division2017 Managing Executive Officer, Head of Agricultural Chemicals
Division
Director, Managing Executive Officer, Head of Agricultural
Chemicals Division
2021 Director, Senior Managing Executive Officer, Head of Agricultural
Chemicals Division
2022 Director, Senior Executive Vice President (to the present)

Mr. HONDA has been engaged in the agricultural chemicals
business focused on agricultural chemicals development
and business development for many years. He served as
General Manager of the Planning & Development Department and as a Division Head, and since April 2022, he has
not only been leading the agricultural chemicals businessbut also managing all of the Companyʼs life science business and research. Considering his wide-ranging experience, achievements, and insights, the Company judges thatMr. HONDA is qualified to be a director that performs decision-making on business operations and oversees the execution of duties by directors.

12/12

Nissan Chemical Corporation

37

Integrated Report 2023

ISHIKAWA Motoaki

Attendance at meetings of the Board of Directors

10/10(Director, Senior Managing Executive Officer)

Reason for appointment

1986 Joined the Company
2009 General Manager of Display Materials Department, Electronic
Materials Division2012 General Manager of Display Materials Research Department,
Electronic Materials Research Laboratories
2015 General Manager of Business Strategy Department, Performance
Materials Division2016 Executive Officer, Deputy Head of Performance Materials
Division, General Manager of Business Strategy Department,
Performance Materials Division2020 Managing Executive Officer, Head of Performance Materials
Division
2022 Senior Managing Executive Officer, Head of Performance
Materials Division
Director, Senior Managing Executive Officer, Head of
Performance Materials Division(present post)

Mr. ISHIKAWA has been engaged in the performance materials business focused on display materials for many
years. He has served as General Manager of the Business
Strategy Department, a Division Head, and as head of theCompanyʼs overseas business locations, and since April
2022, he has been managing all of the Companyʼs performance materials business and research, which is a driverof the Company groupʼs growth. The Company judges that
Mr. ISHIKAWA is qualified to be a director that performs
decision-making on business operations and oversees theexecution of duties by directors.

DAIMON Hideki

Attendance at meetings of the Board of Directors

10/10(Director, Senior Managing Executive Officer)

Reason for appointment

1988 Joined the Industrial Bank of Japan, Ltd.
(current Mizuho Bank, Ltd.)2014 General Manager of Trust Business Department IV of Mizuho
Trust & Banking Co., Ltd.
2016 Executive Officer, General Manager of Corporate & Institutional
Coordination Department of Mizuho Trust & Banking Co., Ltd.
2018 Managing Executive Officer in charge of Trust & Banking ofMizuho Trust & Banking Co., Ltd.
2020 Executive Officer, Head of Finance & Accounting Department of
the Company
2022 Managing Executive Officer, Head of Sustainability Promotion &IR Department
Director, Managing Executive Officer, Head of Sustainability
Promotion & IR Department
2023 Director, Senior Managing Executive Officer, Head of
Sustainability Promotion & IR Department(to the present)

Mr. DAIMON has leveraged his abundant experience andwide-ranging insight cultivated at financial institutions inJapan and overseas to formulate financial strategy and actively lead IR activities since joining the Company as the
Head of the Finance & Accounting Department in April
2020. Since April 2022, he has made a significant contribution to enhancing the Companyʼs corporate value as the
Head of the Sustainability Promotion & IR Department. The
Company judges that Mr. DAIMON is qualified to be a director that performs decision-making on business operations
and oversees the execution of duties by directors.

MATSUOKA Takeshi

Attendance at meetings of the Board of Directors(Director, Managing Executive Officer)

Reason for appointment

1996 Joined the Company
2017 General Manager of CSR & Public Relations Office, Corporate
Planning Department
2019 Executive Officer, Head of Internal Audit Department
2021 Executive Officer, Head of Chemicals Division
2022 Managing Executive Officer, Head of Corporate Planning
Department
Director, Managing Executive Officer, Head of Corporate Planning
Department (to the present)

Mr. MATSUOKA joined the Company with wide-ranging
business and planning experience in the chemicals industry. He has been involved in formulating major strategies
not only in the Chemicals Division, but also in operational
divisions including the Corporate Planning Department,
CSR & Public Relations Office, and Internal Audit Department. Since April 2022, he has been focusing on assessing
the status of operations across the entire Company andachieving group-wide targets as Head of the Corporate
Planning Department. The Company judges that Mr.
MATSUOKA is qualified to be a director that performs decision-making on business operations and oversees the execution of duties by directors.

10/10

Nissan Chemical Corporation

38

Integrated Report 2023

Value Creation & Growth Strategies

KINOSHITA Kojiro

Corporate Governance

OBAYASHI Hidehito Outside

Reason for appointment

1969 Joined Hitachi, Ltd.
2001 Director of Hitachi High-Technologies Corporation (current Hitachi
High-Tech Corporation)
2003 Vice President and Executive Officer of Hitachi High-Technologies
Corporation
2006 Representative Executive Officer, Senior Vice President and Executive
Officer of Hitachi High-Technologies Corporation2007 Director, Representative Executive Officer, President and Chief
Executive Officer of Hitachi High-Technologies Corporation2011 Chairman of the Board of Hitachi High-Technologies Corporation2013 Consultant of Hitachi High-Technologies Corporation
2015 Honorary Consultant of Hitachi High-Technologies Corporation(to the present)
2019 Outside Director of the Company (to the present)

As an experienced manager of a corporate group active indiverse sectors of global business, Mr. OBAYASHI has reflected his abundant experience and wide-ranging insight inthe management of the Company from an outside perspective and from an objective standpoint. The Company judgesthat Mr. OBAYASHI will appropriately perform his duties as
outside director. In addition, he has contributed to the selection of candidates for the Companyʼs directors and the determination of director compensation, etc., from an independent standpoint as a member of the Nomination andRemuneration Advisory Committee.

KATAOKA Kazunori Outside

Attendance at meetings of the Board of Directors 12/12(Director)

Reason for appointment

1979 Research Associate of Institute of Biomedical Engineering at Tokyo Women’s
Medical University
1988 Associate Professor of Institute of Biomedical Engineering at Tokyo Women’s
Medical University
1994 Professor of Faculty of Industrial Science and Technology at Tokyo Universityof Science
1998 Professor of Graduate School of Engineering at The University of Tokyo
2004 Professor of Graduate School of Medicine at The University of Tokyo
2015 Director General of Innovation Center of NanoMedicine, Kawasaki Institute ofIndustrial Promotion (to the present)2016 Project Professor at The University of Tokyo
Professor Emeritus at The University of Tokyo (to the present)
Deputy Chairman of Kawasaki Institute of Industrial Promotion(to the present)
2020 Outside Director of the Company (to the present)
Outside Director of NanoCarrier Co., Ltd. (current NANO MRNA Co., Ltd.)(to the present)

Mr. KATAOKA has been engaged in research involving the applicationof nanotechnologies in the fields of biomedical engineering and biomaterial engineering for many years and is currently serving as the Director General of Innovation Center of NanoMedicine, Kawasaki Instituteof Industrial Promotion. As a doctor of engineering, Mr. KATAOKA has
reflected his expertise, abundant experience, and wide-ranging knowledge in the management of the Company from an outside perspective
and from an objective standpoint. The Company judges that Mr.
KATAOKA will appropriately perform his duties as outside director. In
addition, he has contributed to the selection of candidates for the Companyʼs directors and the determination of director compensation, etc.,from an independent standpoint as a member of the Nomination andRemuneration Advisory Committee.

NAKAGAWA Miyuki

Attendance at meetings of the Board of Directors 12/12

SUZUKI Norihiro Outside

Reason for appointment

1990 Prosecutor, Tokyo District Public Prosecutors Office2008 Counsellor, Judicial System Department, Minister’s Secretariat, Ministry of Justice2011 Counsellor, Cabinet Secretariat, Assistant Chief Cabinet Secretary Office2013 Prosecutor, Tokyo High Public Prosecutors Office
General Manager of General Administration Department, Saitama District Public
Prosecutors Office2015 Specially Appointed Professor and Public Prosecutor, Chuo Law School, Chuo University
2019 Retired as Prosecutor
Qualified for attorney-at-law Professor, Chuo Law School, Chuo University (to thepresent)
Outside Director of NITTO KOGYO CORPORATION (to the present)
2021 Outside Director of the Company (to the present)
Outside Audit & Supervisory Board Member of FANCL CORPORATION (to the present)
2022 Outside Audit & Supervisory Board Member of Shinsei Bank, Limited (current SBI Shinsei
Bank, Limited) (to the present)
Outside Audit & Supervisory Board Member of ASKUL Corporation (to the present)

Ms. NAKAGAWA worked for many years as a prosecutor in theTokyo District Public Prosecutors Office and the Tokyo High
Public Prosecutors Office and she has abundant practical experience in legal circles. She has reflected her legal expertise,abundant experience, and wide-ranging insight in the management of the Company from an outside perspective and from an
objective standpoint. The Company judges that Ms.
NAKAGAWA will appropriately perform her duties as outside
director. In addition, she has contributed to the selection of candidates for the Companyʼs directors and the determination of
director compensation, etc., from an independent standpoint
as a member of the Nomination and Remuneration Advisory
Committee.

TAKEOKA Yuko Outside

Attendance at meetings of the Audit & Supervisory Board

Reason for appointment

2001 Assistant Professor of Department of Chemistry, Faculty of Scienceand Technology, Sophia University
2002 PRESTO Researcher of Japan Science and Technology Agency
2006 Lecturer of Department of Chemistry, Faculty of Science andTechnology, Sophia University
2010 Associate Professor of Department of Materials and Life Sciences,
Faculty of Science and Technology, Sophia University
2018 Professor of Department of Materials and Life Sciences, Faculty of
Science and Technology, Sophia University (to the present)
2023 Director of Center for Research Promotion & Support, Sophia
University (to the present)
Outside Director of the Company (to the present)

Ms. TAKEOKA has been engaged in research centered on the synthesis
and characterization of functional polymers for many years, and is currently serving as a Professor of Department of Materials and Life Sciences, Faculty of Science and Technology, Sophia University. As a doctor ofengineering, Ms. TAKEOKA has reflected her expertise, abundant experience, and wide-ranging knowledge in the management of the Company
from an outside perspective and from an objective standpoint. The Company judges that Ms. TAKEOKA will appropriately perform her duties as
outside director. In addition, she has contributed to the selection of candidates for the Companyʼs directors and the determination of director
compensation, etc., from an independent standpoint as a member of theNomination and Remuneration Advisory Committee.

Nissan Chemical Corporation

39

Integrated Report 2023

1983 Joined the Norinchukin Bank
2003 General Manager of Naha Branch2008 General Manager of Cooperative Finance & Administration (Kanto
Area) Div.
2010 Seconded to Eiraku Co., Ltd. as President (current Norinchukin
Facilities Co., Ltd.)2012 Managing Director of The Norinchukin Bank
2014 Director of Nochu Business Support Co., Ltd.
Director of Nochu Information System Co., Ltd.
2016 Outside Audit & Supervisory Board Member of the Company (to thepresent)

Mr. SUZUKI has a wide range of knowledge, including extensive experience and finance expertise those are cultivatedthrough many years of business at financial institutions. We
believe that he has reflected his knowledge in our corporate
audit with objective and neutral standpoint, and will continue to fulfill the duties appropriately.

12/12

TAKEMOTO Shuichi Outside

Attendance at meetings of the Board of Directors 12/12
Attendance at meetings of the Audit & Supervisory Board

12/12(Audit & Supervisory Board Member)

Reason for appointment

1982 Joined the Fuji Bank, Limited (current Mizuho Bank, Ltd.)
2002 Deputy General Manager, IT & Systems Control Department of Mizuho
Bank, Ltd.
2004 General Manager, Human Resources Division of Mizuho Information &Research Institute, Inc. (current Mizuho Research & Technologies, Ltd.)
2008 General Manager, Fukuoka Branch of Mizuho Bank, Ltd.
2009 General Manager, IT & Systems Planning Department of Mizuho Trust& Banking Co., Ltd.
2010 Executive Officer, IT & Systems Planning Department of Mizuho Trust& Banking Co., Ltd.
2011 Managing Executive Officer of Mizuho Trust & Banking Co., Ltd.
2013 Managing Executive Officer of Mizuho Trust & Banking Co., Ltd., andManaging Executive Officer of Mizuho Financial Group, Inc.
2014 Deputy President of Mizuho Private Wealth Management Co., Ltd.
2017 Advisor of Mizuho Trust & Banking Co., Ltd.
Outside Audit & Supervisory Board Member of the Company(to the present)

Mr. TAKEMOTO has a wide range of knowledge, including
extensive experience and finance expertise those are cultivated through many years of business at financial institutions. We believe that he has reflected his knowledge in our
corporate audit with objective and neutral standpoint, andwill continue to fulfill the duties appropriately.

OHRAI Kazuhiko(Audit & Supervisory Board Member)

Reason for appointment

1987 Joined the Company
2007 General Manager of Pharmaceutical Research Department,
Chemical Research Laboratories
2016 Executive Officer, Head of Pharmaceuticals Division
2021 Executive Officer, Head of Internal Audit Department
2022 Audit & Supervisory Board Member (to the present)

Mr. OHRAI has extensive expertise in the Company groupʼsbusiness based on many years of involvement in researchand development, particularly of pharmaceuticals, and experience serving as the General Manager of the Pharmaceutical Research Department, Head of the Pharmaceuticals
Division, and Head of the Internal Audit Department. Considering his abundant work experience and specialized knowledge, the Company judges that Mr. OHRAI is qualified to be
an Audit & Supervisory Board member with responsibility
for ensuring the appropriateness of Directorsʼ execution ofduties.

Attendance at meetings of the Board of Directors 10/10
Attendance at meetings of the Audit & Supervisory Board

10/10

KATAYAMA Noriyuki Outside

New(Director)

Reason for appointment

Attendance at meetings of the Board of Directors 12/12

Outside(Director)(Audit & Supervisory Board Member)

Attendance at meetings of the Board of Directors 12/12
Attendance at meetings of the Audit & Supervisory Board

12/12(Audit & Supervisory Board Member)

Reason for appointment

1990 Qualified for attorney-at-law, Joined Nagashima & Ohno (current
Nagashima Ohno & Tsunematsu)
1996 Qualified for attorney-at-law in New York State, USA
Joined Tokyo City Law & Tax Partners
2003 Joined City-Yuwa Partners (to the present)
2004 Statutory Auditor of Deutsche Asset Management (Japan) Limited (tothe present)2014 Outside Audit & Supervisory Board Member of the Company (to thepresent)
2017 Supervisory Director of HEIWA REAL ESTATE REIT, Inc. (to the present)2018 Outside Director of Nippon Denkai, Ltd. (to the present)
2019 Outside Corporate Auditor of Livesense Inc. (to the present)
2021 External Statutory Auditor of AIDA ENGINEERING, LTD. (to the present)
2022 Outside Director of create restaurants holdings Inc. (to the present)

Mr. KATAYAMA has reflected his extensive experience andexpertise as an attorney in Nissan Chemicalʼs audits andhas been involved in the management of several companies
as an outside officer. We believe that he will fulfill the duties
appropriately.

Nissan Chemical Corporation

40

Integrated Report 2023

Value Creation & Growth Strategies

Attendance at meetings of the Board of Directors 12/12(Director)