Corporate Governance Report
Last Update: June 27, 2024

Teijin Limited
Representative: Akimoto Uchikawa, President and CEO
Contact: Corporate Communication Department
Tel: +81-3-3506-4395
Securities Code: 3401
https://www.teijin.com

The corporate governance of Teijin Limited (the “Company”) is described below.

I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information
1. Basic Views (Updated)
The shareholders entrust capital into the Company and thus, the Company is required to achieve profits
through its business activities and to ultimately increase shareholder value over the medium and long term.
It is the basic mission of the Company to comply with such shareholders' entrustment. Based on this basic
mission, the Company must fulfill its respective responsibilities to its stakeholders (interested parties), suchas employees, business partners, customers, consumers, local residents and communities, etc. In themeantime, the Company as a member of society is expected to perform business activities in full observanceof social norms and to contribute to society.
Amid this basic framework, we work to conduct superior business activities through corporate managementthat embraces corporate governance. By emphasizing corporate governance, we aim to contribute to thecompany’s prosperity, fulfill our corporate social responsibility ("CSR") and ensure accountability(information disclosure needed to fulfill accountability).
The Company implements a management structure that ensures transparency and fairness based on the beliefs
stated above and will disclose information on a timely basis. In addition, to boost competitiveness, theCompany must create an organization and mechanism that enables it to make speedy decisions and to execute
those decisions. Furthermore, the Company requests each of the Group Companies and their Management to
conduct superior business activities as well as to promote with every effort the increase in the shareholder
value.
The Teijin Group has formulated the Teijin Group “Corporate Governance Guide,” which is the Group’s
basic view and basic policy on corporate governance. The Guide is published on the Company’s website.
https://www.teijin.com/ir/management/governance/guide/[Reason for Non-compliance with the principles of the Corporate Governance Code]
The Company complies with all of the principles provided for in the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code] (Updated)
Principle 1.4 Cross-Shareholdings<Basic Policy Concerning Cross-Shareholdings>
The Company holds shares of issuing companies that it has determined to be instrumental in increasing its
corporate value over the medium to long term, with the objective of maintaining and strengthening
transactions and promoting business alliances with them.
Each year, the Board of Directors reviews whether or not it is appropriate to hold shares based on an
examination of the holding purpose and rationality for each individual stock from a medium- to long-term-1-perspective.
In these reviews, the Board of Directors takes into account a comprehensive range of factors, including
significance from a management strategy standpoint and business relationships, in addition to comparing
dividends, transaction amounts, and other quantitative impacts against the cost of capital.
After these reviews, regarding the results of the verification, we have proceeded with the sale of a total of
11 stocks (5 full stock sales and 6 partial stock sales) during FY2023. The total sale price amounted to 24.1
billion yen.
The Company will continue discussions with companies the shares of which the Company currently hold,and in principle, will endeavor to sell all of shares of listed companies.
In addition, whenever the shareholders of cross-shareholdings indicate their intention, such as intention todispose of their shares, the Company handles the matter appropriately without interfering with disposal ofsuch shares.
(Note) The selling price is the amount of listed shares sold by the Company (non-consolidated basis).
<Standards for Exercise of Voting Rights Related to Cross-Shareholdings>
In exercising voting rights related to shares that the Company has decided to hold, the Company confirms
each proposal from the perspective of increasing corporate value and shareholder value over the medium
to long term and determines whether to vote for or against. For proposals that may have a significant impact
on the corporate value of the investee companies, the Company collects and examines information withparticular attention paid.
Principle 1.7 Related Party Transactions
The Company requires directors’ transactions with competitors or transactions between directors and theCompany that cause a conflict of interest to be reported to and approved by the Board of Directors inaccordance with the Companies Act and the Regulations for the Board of Directors. In addition, in order
to ascertain whether there are any transactions by directors and statutory auditors that could cause a conflictof interest, the Company confirms regularly every year with each director and statutory auditor whether
there are any related-party transactions.
Supplementary Principle 2.4.1 Approach to Ensure Diversity through Promotion and Appointmentof Core Human Resources
To promote diversity, equity and inclusion (DE&I) on a global basis, the Group has set KPIs for the ratiosof both female executives and non-Japanese executives to reach 30% by April 2030. At the same time, inorder to strengthen the candidate pipeline for female executives, we have set additional targets to increase
the ratio of women in the position of head of department or section to 12% by April 2026 and to 20% by
April 2030. As an additional measure to facilitate DE&I, we have specified that the KPI target set for eachbusiness unit to achieve the female executive ratio by April 2026 be included in the performance evaluation
criteria for calculation of performance-based remuneration paid to directors. Aiming to accomplish thesetargets, we are focusing on enhancing the candidate pipeline for female executives and managers,
particularly by proactively encouraging female employees to register with succession programs for
executive and core positions with a view to increasing the number of female successor candidates, and byrunning leadership training programs for female employees to support them in their career advancement
and maintenance. In fiscal 2024, we plan to provide cross-mentoring programs for women in cooperation
with other companies.
In addition, we are actively recruiting mid-career hires, principally for the purpose of bringing in fresh
ideas and values to revitalize the organization. Since many mid-career hires already play key roles, we havenot set any specific quantitative targets. Mid-career hires accounted for 40.9% of new hires in fiscal 2023
and 38.1% of managers at the end of March 2024 (Teijin and Teijin Pharma).
By promoting these efforts, we will create systems for enabling decisions to be made by a diverse team ofmanagerial personnel, with the aim of strengthening our management foundation and value creation
capacity.
Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
Since October 2012, the Company has fully transitioned to a defined contribution pension plan. The
Company applies a defined benefit pension plan (a closed plan comprised solely of beneficiaries) limited
to employees who had retired before the Company transitioned to the defined contribution pension plan.
The Company has set up a Group Pension Asset Management and Administration Committee comprising
the Chief Financial Officer (CFO) and the Chief Human Resources Officer; the general managers of thehuman resources, general affairs, accounting and finance functions; and labor union executives asrepresentatives of pension plan beneficiaries. The Committee undertakes appropriate management andadministration of the assets held, as well as monitoring the status of employees’ asset management in thedefined contribution pension plan.

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Principle 3.1 Full Disclosure(i) Corporate Philosophy and Medium-Term Management Plan
The Teijin Group has established the Group’s purpose, “Pioneering solutions together for a healthy planet”
based on the recognition that the Group needs to create an organization under shared values in order toenhance its ability to return to a growth path as “One Teijin.” In the “Journey to One Teijin” project toclarify and verbalize this purpose, we fostered empathy among employees both in Japan and abroad byfocusing on employee participation and the process of visualization. As a result, the purpose which theGroup has established reflects employees’ strong desire to become a company that strives to provide
solutions by going back to the roots of Teijin so that people will be able to continue enjoying life on thisbeautiful planet throughout the future.
Based on this purpose, the Teijin Group will put into practice the three value statements that have beenformulated along with the purpose, i.e., “i) Respect all challenges,” “ii) Grow with diverse members byleveraging their expertise,” and “iii) Be considerate of the planet and all living beings and protect them,”
and aim to achieve the long-term vision of becoming a “Company that Supports the Society of the Future.”
Further information on the philosophy of the Teijin Group is published on the Company’s website.
https://www.teijin.com/about/philosophy
The Teijin Group formulated and released in May 2024 the Teijin Group Medium-Term Management Plan
2024-2025, representing the first step toward a return to growth.
Further information for the Teijin Group Medium-Term Management Plan is published on the Company’s
website.
https://www.teijin.com/ir/management/vision/
The Company strives to actively provide information on these medium- to long-term strategies and plans byholding its General Meeting of Shareholders and presentations for analysts and investors, and by distributing
materials such as the Integrated Report.
(ii) The Group’s basic view and basic policy on corporate governance
The Teijin Group has formulated the “Teijin Group Corporate Governance Guide,” which is the Group’s basic
view and basic policy on corporate governance. The Guide is published on the Company’s website.
https://www.teijin.com/ir/management/governance/guide/(iii) Policy and procedure pertaining to the setting of compensation for senior management and directors
For information on the policy and procedure pertaining to the setting of compensation for directors, pleaserefer to “Disclosure of Policy on Determining Compensation Amounts and Calculation Methods” under“Director Remuneration” in Section II. 1. of this report.
(iv) Policy and procedure pertaining to the election and dismissal of senior management and nomination ofcandidates for director and statutory auditor<Policy and procedure pertaining to the nomination and election of directors>
In the nomination process for directors, the candidates chosen by the Board of Directors are individuals whoare suitable to be top management of the Company due to their outstanding personalities and insights, inconsideration of their personal capabilities, past performance record, and so forth. The candidates arerecommended at the General Meeting of Shareholders.
To expedite decision-making and clarify accountability for the execution of business, the Company’s Articles
of Incorporation set the maximum number of directors at 10 in tandem with delegating substantial authority
for business execution. In the Teijin Regulations for the Board of Directors, which are internal regulations,the number of outside directors has been set at four or more, in principle, in order to increase managementtransparency and shareholder value while giving consideration to the diversity, independence and othercharacteristics of the Board of Directors as a whole.
The selection of directors (including the Chairperson and CEO) and members of senior management as well
as nomination of a successor CEO are deliberated by the Nomination Advisory Committee, after which
proposals are submitted to the Board of Directors. The Board of Directors resolves upon these matters after
giving full consideration to the proposals.
<Policy and procedure pertaining to the nomination and election of statutory auditors>
Statutory auditor candidates are nominated by selecting suitable candidates with outstanding insight, ability
and so forth, and are resolved upon in meetings of the Board of Directors based on the consent of the Boardof Statutory Auditors. The candidates are recommended at the General Meeting of Shareholders. The numberof statutory auditors has been set at five, in principle, with a majority being outside statutory auditors, in orderto ensure transparency.
<Procedure for the dismissal of members of senior management>
If a member of senior management is engaged in improper or unfair conduct, a suspected breach of trust, orother action unbefitting senior management, the Board of Directors will deliberate such matter and decide on
the dismissal of the individual concerned.

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(v) Explanation of the reasons for the nomination, election and dismissal of each candidate for senior
management, Director and Statutory Auditor
The reasons for the election of each candidate Director and Statutory Auditor at the General Meeting of
Shareholders this year are provided on pages 8-13 in the Notice of Convocation for the 158th Ordinary General
Meeting of Shareholders.
The Convocation Notice for the 158th Ordinary General Meeting of Shareholders is published on the
Company’s website.
https://www.teijin.com/ir/stocks/general-meeting/pdf/gm_240620_01.pdf
Supplementary Principle 3.1.3 Initiatives for Sustainability
The Group has identified sustainability issues as management issues, including social and environmental issues,
such as consideration of climate change and other global environmental issues, respect for human rights,
consideration of employees’ health and work environment, fair and appropriate treatment of employees, fair
and appropriate business transactions with business partners, and crisis management in response to natural
disasters. We have then systematically considered factors that could bring opportunities and risks to ourbusiness in view of our sustainability policies, and defined materiality (important issues) as described below.
We have set KPIs to promote efforts to address each issue, aiming to achieve the long-term vision.
■Material Societal Issues
1) Climate change mitigation and adaptation
2) Achievement of a circular economy
3) Safety and security of people and local communities
4) Realization of healthy and comfortable living for people■Material Management Issues5) Further strengthening of our sustainable management base(1) Governance
Policies for addressing sustainability issues and materiality are matters to be resolved by the Board of Directors.
Initiatives for sustainability are promoted by the executive function according to the policies resolved by the
Board and by setting management indicators. The implementation status of initiatives is reported as needed by
the CEO or Chief Sustainability Officer to the Board of Directors, and subject to discussion at Board meetings.
(2) Strategy
By recognizing important social issues as business growth opportunities, the Group aims to achieve sustainable
development of its businesses and society through the creation and provision of new values needed by society.
Our major strategies related to climate change are as follows: for mitigating climate change, we provide
solutions centered on the transition to lightweight, highly durable mobility realized through high-performanceand high-value-added materials; and for climate change adaptation, we are offering solutions that help limit
damage and facilitate a prompt recovery in the event of a natural disaster through infrastructure reinforcement
materials that make use of high-performance materials as well as technologies and services in the domains ofhealthcare and IT. Meanwhile, in an effort to reduce the impact our business activities have on the global
environment, we are phasing out coal-fired thermal power while promoting energy conservation and renewableenergy and pursuing process innovation and other types of technological innovation. In addition, we analyzed
the impact of climate change-related transition risks and physical risks on our operations from the threeperspectives listed below. Based on this analysis, we have established long-term environmental targets and aremaking efforts to reduce our CO2 emissions accordingly.
Increase in costs due to the introduction of a carbon tax, EU Emissions Trading Scheme, etc.
Decrease in corporate value and worsening of reputation due to an increase in Group CO2 emissions

Suspension of business activities as a result of climate change, including increased intensity of natural
disasters such as typhoons and floods, long-term temperature increases, and rising sea levels(3) Risk management
We position sustainability-related risks as a risk category to be managed under the total risk management (TRM)
system.
For climate change-related transition risks, we have established a road map for achieving net zero CO2emissions while monitoring the trends of government policies around the globe. We have also introduced aninternal carbon pricing (ICP) system that targets capital expenditures linked to increases or decreases in CO2emissions. Furthermore, we are striving to reduce Groupwide GHG emissions and GHG emissions within the
supply chain. Through such efforts, we are curtailing the impact of transition risks. In April 2023, the scope ofthe system was expanded to include investment projects such as M&A and projects that require decision-making
related to the reduction of CO2 emissions without capital investment, such as conversion to renewable energy
as a result of changing suppliers. In addition, to address physical risks such as those involving rising-4-temperatures and sea levels, we are evaluating and implementing the necessary measures to respond to water
risks. At the same time, we are revising our BCPs as needed and implementing various kinds of disasterprevention drills.
(4) Indicators and targets
We systematically consider factors that could bring opportunities and risks to our business, define materiality(important issues) and set KPIs for each issue to promote relevant initiatives. Our target of the greenhouse gas
reduction goal is considered to be at a level of well below 2℃ ("Well-below 2℃"), and thus Teijin is certified
as pursuing Science Based Targets ("SBT"), which is a greenhouse gas emission reduction target that isscientifically consistent with the goals set by the Paris Agreement. We are continuing with our efforts toward
net zero by drawing up a roadmap to achieve the long-term goal.
Please refer to the Securities Report, Integrated Report and the Company’s website for the information disclosed
based on the TCFD recommendations.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)(Integrated Report) https://www.teijin.com/ir/library/annual-report/(The Company’s website) https://www.teijin.com/csr/environment/climate_change.html
The Group promotes initiatives related to human capital, recognizing human resources as its most importantmanagement resource. We have redefined our thinking about human capital, as described below, in order toimplement management and business strategies described in the Teijin Group Medium-Term Management Plan
2024-2025 by utilizing personnel capabilities at both the organizational and individual levels while supporting
the autonomous career development of individual employees and ensuring the right people are in the rightpositions on a global basis.
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◼

To help individual members of the Teijin Group’s diverse workforce to achieve personal as well as
professional growth and live an enriched life, the Company will create an attractive work environment andprovide support for their autonomous career development efforts.
To develop and utilize personnel capabilities at the organizational and individual levels alike, which is a
key driver for business growth, the Company will develop and implement appropriate personnel strategies
covering a range of issues, such as organization design, recruitment, placement, talent development, andevaluation and compensation, looking to put the right people in the right positions.

(1) Governance
The Teijin Group holds the Group Personnel Affairs/D&I Meeting with the participation of the full executive
office team (15 times in fiscal 2023) to share updates on the progress of discussions regarding succession plansfor executive positions and other important positions at the global level, consider individual assignments, anddiscuss executive management development and training programs.
Also, among matters concerning personnel affairs and talent development, including issues related to humancapital and diversity, those of particular importance are reported to the Management Committee and the Boardof Directors. These activities are promoted under the oversight of the Chief Human Resources Officer (CHRO)
and in cooperation with head of the personnel division and general personnel manager at each business unit atgroup companies in Japan. Furthermore, we hold the quarterly Global HR Leadership Meeting in order todiscuss personnel strategies and initiatives within a global framework and share information on the progress ofand challenges with personnel initiatives implemented for each business.
(2) Strategy (policy regarding human resources development including for ensuring personnel diversity andpolicy concerning development of an internal environment for that purpose)
In order to implement management and business strategies, it is essential to increase competitiveness in termsof personnel capabilities at both organizational and individual levels. As such, we have set two key themes for
personnel strategies: to implement strategies by ensuring that the right people are assigned to the right positions;and to ensure individual employees are thriving at work.
1) To implement strategies by ensuring that the right people are assigned to the right positions, we will focus
on three issues: (a) maximizing utilization of internal global human resources; (b) optimizing the humanresources portfolio; and (c) supporting the autonomous career development of employees. To address theseissues, we will carry out measures to ensure the right people in the right positions on a global basis,including in Japan, while solely in Japan moving forward with the revision of evaluation and compensation
systems by shifting to the job-based employment model.
2) For ensuring individual employees are thriving at work, we will work on: (d) facilitating innovation fromvarious perspectives; and (e) improving employee engagement. To create an environment where individual
members of the Teijin Group’s diverse workforce can fulfill their potential and thrive at work by exercising
their abilities and skills, we will strive to increase workplace diversity while improving employee-5-engagement by identifying inhibiting factors, and planning and implementing improvement actions.
(3) Risk management
We position risks associated with human capital as a risk category to be managed under the TRM system.
(4) Indicators and targets
In order to measure the progress of initiatives for ensuring individual employees are thriving at work, a pillarof personnel strategies, we have set indicators related to the diversity of executive and managerial teams as wellas employee engagement. We are aiming to achieve targets for the former by establishing systematic humanresources development and appointment programs while setting and executing actions to improve the latter.
Please refer to the Securities Report and Integrated Report for the details of our initiatives related to humancapital.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)(Integrated Report) https://www.teijin.com/ir/library/annual-report/
Believing that intellectual property (IP) is an important intangible asset that reinforces the Company’s
management foundation, the Company engages in initiatives related to investment in IP and is carrying out arange of IP activities according to management strategies.
Please refer to the Securities Report and Integrated Report for the details of specific initiatives and internal
systems.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)(Integrated Report) https://www.teijin.com/ir/library/annual-report/
Supplementary Principle 4.1.1 Scope of Authority Delegated to Management
The Board of Directors deliberates and determines/approves important matters, such as Groupwide
management policies and plans, as well as any other items required by laws, regulations and the Company’s
Articles of Incorporation. It also oversees directors’ performance of their duties. It sets the agenda items ofBoard of Directors meetings in accordance with the Regulations for the Board of Directors. Also, to expedite
decision-making and clarify accountability of business execution, it properly delegates authority to corporate
officers regarding important matters related to the business execution of the Teijin Group (individual shortand medium-term plans and individual important matters with respect to each business and functional
operation).
Principle 4.9 Independence Standards and Qualification for Independent Outside Directors
The Company sets out the requirements for independence in the Independent Directors Regulations andelects independent outside directors who meet these requirements.
Further details are provided in “II. 1. Independent Directors / Statutory Auditors” of this report.
Supplementary Principle 4.10.1 Views Regarding the Independence of Voluntary Committee(s)Corresponding to Nomination Committee or Remuneration Committee and Their Authority, Roles,
etc.
The Nomination Advisory Committee and the Compensation Advisory Committee are established asconsultative bodies of the Board of Directors to further enhance the transparency concerning theappointment of directors and officers. The committees are attended by four outside directors, theChairperson (the place is left vacant in case of a vacancy in the Chairperson post), and the CEO as theirmembers. The outside director who serves as committee chair also presides the meetings of each committee.
For matters concerning the current CEO, in principle, the CEO leaves the room and does not participate in
the deliberations. For matters concerning the Chairperson, the Chairperson leaves the room and does notparticipate in the deliberations.
Further details are provided in “II. 2. Matters on Functions of Business Execution, Auditing, Oversight,
Nomination and Remuneration Decisions (Overview of Current Corporate Governance System)” of thisreport.
Supplementary Principle 4.11.1 Views Regarding the Overall Size, Diversity, and Balance ofKnowledge, Experience, and Capabilities of the Board of Directors, and Policy and Procedures
Pertaining to the Election of Directors
Our views regarding the overall size, diversity, and balance of knowledge, experience, and capabilities of
the Board of Directors are as follows: the Board of Directors needs to be able to deliberate validity, economic
rationality, risks, and other factors from objective and multidimensional perspectives for the implementationof medium- to long-term management strategies in order to develop the Group’s multifaceted global
business activities centering on the materials business and healthcare business, and to oversee the execution-6-

of these businesses appropriately. Therefore, our basic policy for electing directors is to ensure diversity andform a well-balanced team composed of members who have different professional backgrounds andexperience, such as engaging in the management of other companies, and are able to contribute a variety ofinsights, knowledge, and expertise.
Information on policy and procedure pertaining to the election of directors is provided in “Principle 3.1 Full
Disclosure (iv)” under “I. 1. Disclosure Based on the Principles of the Corporate Governance Code” in thisreport.
For a skills matrix of each Director, summarizing their expertise and experience, please see on page 14 in the
Notice of Convocation of the 158th Ordinary General Meeting of Shareholders.
https://www.teijin.com/ir/stocks/general-meeting/pdf/gm_240620_01.pdf
Supplementary Principle 4.11.2 Situation Regarding the Holding of Concurrent Positions by
Directors and Statutory Auditors
For the concurrent positions of the directors and statutory auditors, please see on page 8-13 and page 52 in
the Notice of Convocation of the 158th Ordinary General Meeting of Shareholders.
https://www.teijin.com/ir/stocks/general-meeting/pdf/gm_240620_01.pdf
Supplementary Principle 4.11.3 Analysis and Evaluation of Board of Directors EffectivenessIn order to further ensure the effectiveness and enhance the functions of the Board of Directors, the Company
conducts an analysis and evaluation of the effectiveness of the entire Board of Directors (hereinafter, the“Board of Directors Effectiveness Evaluation”) once a year. The method of the Board of Directors
Effectiveness Evaluation for FY2023 and an outline of the results are as follows.
(1) Analysis and Evaluation Method
1) A self-evaluation questionnaire survey was conducted of all Directors and Statutory Auditors (13 including
Outside Directors and Outside Statutory Auditors), referencing advice from external experts. In addition,interviews were conducted for certain Directors and Statutory Auditors (in total 7 persons) by external experts
based on the self-evaluation questionnaires, with the aim of delving into management issues that should be
discussed by the Board of Directors and formulating specific action plans for addressing the issues.
Furthermore, with the assistance of external experts, the Board of Directors secretariat created a summary ofthe questionnaire and interview results, which formed the basis of a discussion within the Board of Directors
regarding the effectiveness of the Board of Directors, issues to be addressed, and improvement measures.
2) The evaluation points in the questionnaire were compiled from the following ten fields. Respondents
evaluated 66 topics on a five-point scale and made comments (including any additional comments field).
(a) The Board of Directors as a whole(b) Composition(c) Prior arrangements, etc.
(d) Operation(e) Deliberation(f) Nomination Advisory Committee(g) Compensation Advisory Committee(h) Statutory Auditors(i) Self evaluation(j) Other(2) Summary of Results of the Board of Directors Effectiveness Evaluation
1) Summary
The results of the Board of Directors Effectiveness Evaluation conducted in line with the above process foundthat there is no issue with the current corporate governance system and its implementation, and the Company’s
Board of Directors is functioning properly as a whole and ensuring effectiveness.
2) Status of response to issues recognized in or before FY2023(a) Discussions on business portfolio
At the Board of Directors meetings held in FY2023, through discussions on the newly announced mid-term
management plan in May 2024, we confirmed our commitment to thorough business portfolio management
and a review of existing businesses. Additionally, we aim for growth centered around key industrial sectors.
In the medium to long term, we plan to transform our business approach from traditional material-centric tovalue-driven business development leveraging service foundations cultivated in functional materials,
processing and solution-oriented businesses, and home healthcare. To address increasingly complex customer
needs, we will hone our ability to combine different technologies and functions and align with customer
requirements. We also reaffirmed our commitment to ongoing discussions and progress monitoring related to
the new mid-term management plan.

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(b) Discussion on the allocation of management resources to human capital, etc. based on a) above
At the Board of Directors meetings held in FY2023, the course of direction and initiatives related to humancapital investments were reported. Furthermore, in discussions on the new medium-term management plan, it
was decided to develop a human resource strategy built on the main pillars of “establishing ‘right positions’and securing ‘right people’ to implement strategies” and “measures to enable employees to thrive,” and to
implement specific action plans based on this strategy.
We confirmed that discussions will continue in line with the new medium-term management plan.
(c) Discussions on the status of usage of data and digital technology and policies on initiatives therefore basedon a) above
At the Board of Directors meetings held in FY2023, a report was made on the development of DX humanresources through discussions on the new medium-term management plan. It was confirmed that, as a priority
measure to create innovation, the Company will actively implement DX promotion activities using digital andIT technologies, and that discussions on this topic will continue.
(d) Discussion on BCP including supply chain
In the fiscal year 2023 Board of Directors meeting, the TRM Committee chaired by the CEO provided regular
reports to the board of directors regarding ‘strategic risks’ and ‘operational risks.’ These reports highlighted
the implementation of business-specific and customer-centric BCP/BCM measures. Furthermore, to enhance
BCP readiness, ongoing discussions are planned to continue.
(e) Discussion on rationality of parent-subsidiary listing
At the Board of Directors meetings held in FY2023, the rationality of maintaining the listing of Infocom
Corporation and Japan Tissue Engineering Co., Ltd. (J-TEC), which are listed subsidiaries of the Company,
was discussed as part of the discussion on the new medium-term management plan. From the standpoint of
optimizing the corporate value of J-TEC, and not just the Group itself, we decided it was rational to maintaintheir listing.
With regard to Infocom Corporation, the Company has been exploring all options and attempting to identify
further group synergies. However, we have determined that, according to the best owner principle, to enhance
the corporate value of the Company and Infocom as well as promote the common interests of shareholders,the optimal course will be to transfer our Infocom shares. We therefore made a decision to sell off all Infocom
shares owned by the Company at the Board of Directors meeting that took place on June 18, 2024. Although
Infocom will be excluded from the scope of consolidated subsidiaries of the Company after the completion of
the related procedures, the Company will continue its IT-related business relationship with Infocom in orderto maintain its IT-related governance systems. Detailed information can be accessed from the following link.
https://www.teijin.com/news/2024/06/18/20240618_02.pdf
It is necessary to regularly confirm the listing of the parent company and its subsidiaries. At the Board of
Directors meetings in FY2024, we plan to continue discussing the rationality of maintaining listings on thestock exchange.
(3) Issues Recognized in the Board of Directors Effectiveness Evaluation in FY2023 and Initiatives
Going Forward
Factoring in the effectiveness evaluation implemented in FY2023, the Board of Directors has discussed
and decided to further advance its efforts to address the following issues in FY2024.
i) Confirmation of the progress of the medium- to long-term management plan, and reconsiderationof relevant strategies as neededii) Discussion on the sustainability strategyiii) Discussion on the DX strategyiv) Discussion on human capitalv) Measures to further enhance the effectiveness of the Board of Directorsvi) Discussion on rationality of parent-subsidiary listing
The Company aims to increase the effectiveness of the Board of Directors and further strengthen corporate
governance through these measures.
Supplementary Principle 4.14.2 Policy for Directors’ and Statutory Auditors’ Training
The Company will provide, as appropriate, the training sessions and information needed by the directors
and statutory auditors to properly fulfill their roles and responsibilities.
When directors and statutory auditors are appointed, they attend briefings on directors’ duties and systems,
and lectures related to the Companies Act of Japan, given by the head of legal affairs. After appointment,
they are provided with opportunities on an ongoing basis to acquire the required knowledge and enhancetheir understanding, including by attending external training seminars. When outside directors and outside
statutory auditors are appointed, they receive nearly 20 hours of briefings in total on businesses and-8-

functions from responsible persons, as well as attend a study tour of business sites in three Japanese
locations. After appointment, they are given a range of opportunities to learn more about the Company’sbusiness activities, including activities such as discussions with business management teams and factoryand office visits. Expenses incurred for these activities are borne by the Company.
Principle 5.1 Policy for Constructive Dialogue with Shareholders(1) Enhancing dialogue with shareholders
Dialogue with shareholders and investors is handled by senior management, including CEO.
The practical implementation of this dialogue is handled by the IR Division in coordination with relevantinternal departments and offices. Feedback from shareholders and investors obtained through the dialogue
is compiled by the IR Division and presented to directors, senior management, and statutory auditors.
Furthermore, the Company will plan and implement various briefings by senior management and visits toshareholders and investors, and will actively enhance opportunities for dialogue with institutional andindividual investors in Japan and overseas.
(2) Disclosure Policy
The IR Basic Policy has been established as a disclosure policy and is published on the Company’s website.
https://www.teijin.com/ir/disclosure/
For further information on the disclosure policy and status of establishing a structure for dialogue, please refer
to “III. 2. IR Activities” in this report.

[Action to implement management that is conscious of cost of capital and stock price] (Disclosed in English)
We have disclosed information on measures and targets to improve PBR set according to the current mediumterm management plan, as described in the reference materials for the Teijin Group Medium-Term
Management Plan 2024-2025.
Please refer to page 39 of the following report.
https://www.teijin.com/ir/management/vision/pdf/plan_pm_240513.pdf[Implementation of dialogue with shareholders]
As described in “III. 2. IR Activities” in this report, the Company is actively engaged in dialogue withshareholders in Japan and overseas (both active and passive managers) throughout the year regarding its
management policy and operating status including initiatives related to sustainability.
Inside directors including CEO, CFO, Chief Corporate Strategy Officer, and Chief Sustainability Officer havealso participated in dialogue with shareholders. Outside directors took part in dialogue with shareholders in
December 2023.
The opinions obtained through dialogue with shareholders are included in matters reported to the Board of
Directors, which is used for discussion at the Board of Directors meetings. In fiscal 2023, the Board of Directors
deepened discussions on the formulation of management strategies, including the Medium-Term Management
Plan, by providing feedback to the Board of Directors on shareholders' views on our company's businessperformance and concerns on growth potential, which were obtained through dialogue with shareholders.
In addition, we are working to improve our governance by taking into account the views of shareholders, suchas the role of the Advisory Board and the introduction of non-financial KPIs in the executive compensationplan.
2. Capital Structure

Foreign Shareholding Ratio

30% or more

[Status of Major Shareholders] (Updated)
Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust account)
Custody Bank of Japan, Ltd. (Trust account)
BNYMSANV AS AGENT/CLIENTS LUX UCITS NON
TREATY 1
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)
Nippon Life Insurance Company-9-

Number of Shares Owned Percentage (%)
35,045,300
18.20
11,410,440
5.92
8,260,400
4.28

8,029,761
7,045,501

4.17
3.65

The Employee Stock Ownership Association of Teijin
Oasis Japan Strategic Fund Ltd
MUFG Bank, Ltd.
NORTHERN TRUST GLOBAL SERVICES SE,LUXEMBOURG RE LUDE RE: UCITS CLIENTS 15.315
PCT NON TREATY ACCOUNTSTATE STREET BANK AND TRUST COMPANY 505223
Controlling Shareholder (except for Parent Company)---

Parent Company

None

6,769,131
4,800,410
2,897,287
2,857,000

3.51
2.49
1.50
1.48

2,663,276

1.38

Supplementary Explanations (Updated)
1. The Status of Major Shareholders is as of March 31, 2024.
2. The shareholding ratio has been calculated after excluding treasury stocks (5,400,915 shares) from the issued
shares. Shareholding ratios are truncated to two decimal places.
3. The statement on large-volume holdings, which is available for public viewing, indicates that the following
companies hold a considerable number of Company shares. However, the Company was unable to confirm theactual number of shares held by these companies as of March 31, 2024. Therefore, the companies are notincluded in the Status of Major Shareholders above. The share ownership percentages shown in parentheses
below represent the percentage against the total number of issued shares, including treasury stocks.
・Sumitomo Mitsui Trust Asset Management Co., Ltd. and another holder: Held 11,761 thousand shares(5.94%) as of October 31, 2022 (amended statement as of November 7, 2022)
・Nippon Life Insurance Company and another holder: Held 12,112 thousand shares (6.12%) as of November
30, 2023 (amended statement as of December 7, 2023)
・Eastspring Investments (Singapore) Limited: Held 9,967 thousand shares (5.04%) as of January 31, 2024
(amended statement as of February 6, 2024)-10-

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange Prime Market

Fiscal Year-End

MarchType of BusinessTextiles & Apparels

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

More than 1,000

Sales (consolidated) as of the End of thePrevious Fiscal Year¥1 trillion or more

Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal Year (Updated)

From 50 to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder-

5. Other Special Circumstances which may have Material Impact on Corporate Governance (Updated)(1) Perspectives and Policies on Group Management
By recognizing important social issues as business growth opportunities, the Company aims to be “a company
that supports the society of the future” through the creation and provision of new values needed by society. The
Company believes that doing so will lead to the Teijin Group’s sustainable growth and increase its corporate
value over the medium and long term.
The Company aims to further increase our corporate value by steadily working on new business creation in thetwo core business fields we have cultivated thus far: materials and healthcare with integrating the Group's
engineering technology base.
Investments in the Teijin Group companies are made with the goal of obtaining ownership of a majority of sharesin those companies, either directly or indirectly, in principle. Wherever possible, the Company aims for aninvestment ratio that enables it to establish absolute control over the Group companies. However, Japan Tissue
Engineering Co., Ltd. (J-TEC) remains publicly listed, after it was determined that it is reasonable for J-TEC tomaintain significant independence in consideration of such factors as the special features of the businesses, thebrand power in the business fields, the unique corporate culture, the ability to recruit human resources, and theswiftness of decision-making.
The Company regularly reviews the rationale for maintaining the listing of its publicly listed Group companies.
In addition, from the perspective of maximizing the corporate value of the Teijin Group, the Company fulfills its
accountability by explaining the rationale for each decision and the governance structure of the publicly listed
Group companies.
(2) Significance of Holding Shares of Publicly Listed Subsidiary
Through a tender offer under the Financial Instruments and Exchange Act, the Company has acquired 57.72% of
J-TEC’s issued shares as of March 9, 2021. The Company holds 57.73% of the voting shares (as of March 31,2024) of J-TEC, which is listed on the Growth Market of the Tokyo Stock Exchange, making it a consolidated
subsidiary.
J-TEC is developing three business groups: the regenerative medicine business including development,
manufacturing, and sales of regenerative medicine products; the custom development & manufacturing businessin regenerative medicine; and the R&D support business including development, manufacturing, and sales ofcultured human tissues for research use. The alliance with J-TEC, a pioneer in regenerative medicine in Japan
with the established track record in manufacturing and supply of regenerative medicine products, has been
indispensable for the Company in entering into the regenerative medicine business and the CDMO business inregenerative medicine, including cell and gene therapies. Moreover, by combining the Teijin Group’s coretechnologies, including chemosynthesis, polymer chemistry, processing, and engineering, and its healthcare
business platform together with J-TEC’s technologies, it will be possible to help J-TEC expand its regenerative
medicine business and custom development & manufacturing business in regenerative medicine. The Company
therefore believes that its ownership of J-TEC as a subsidiary is highly significant.
The Company currently believes that even without making J-TEC a wholly owned subsidiary, both companies-11-will be able to share the technologies and expertise each possess, as well as mutually complementing andeffectively using each other’s managerial resources. Such strong collaboration should enable the generation ofsynergies between the companies. Moreover, the Company believes that it is beneficial to maintain J-TEC’s
present corporate culture and managerial independence for the purpose of improving its corporate value. For
these reasons, the Company believes that the best way to increase the corporate value of both J-TEC and the
Teijin Group is to maintain the public listing of J-TEC.
Note: “CDMO” is an abbreviation for “Contract Development and Manufacturing Organization” and refers to apharmaceutical contract manufacturing and development organization that accepts delegation of pharmaceuticaldevelopment and manufacture.
(3) Measures to Ensure the Effectiveness of the Governance System of the Publicly Listed subsidiary
Considering that there is a risk of conflicts of interest between the Company and the general shareholders of its
publicly listed subsidiary, it is necessary to ensure independent decision-making by J-TEC. To this end, theCompany has built effective governance systems through the measures listed below.
(a) J-TEC’s decision-making body on business execution is its Board of Directors to ensure shareholder
equality, which is fundamental to the governance of publicly listed companies. The Company’s regulations
stipulate that the Company may not be directly involved in J-TEC’s management decisions, in principle.
Meanwhile, in order to fulfill its disclosure obligations and address related issues, the Company requests J-TEC
to report in advance on subjects limited to matters related to voting at the General Meeting of Shareholders,matters that will have an impact on the Company’s timely disclosure, and matters that will have a material
impact on the Company’s consolidated financial statements.
(b) In the tender offer for shares in J-TEC by the Company, completed in March 2021, the Company executed acapital and business alliance agreement with J-TEC on January 29, 2021, stipulating matters requiring priorconsultation with the Company and matters requiring prior consent from the Company. Such matters are limited
to material issues that may affect the management of the Teijin Group, taking account of conflicts of interest withthe general shareholders.
Under the agreement, J-TEC must obtain prior consent from the Company only when it takes any of the following
actions or decides to take any such action: a) any change to any of its subsidiaries or affiliates; b) any action that
falls, or is likely to fall, under criteria for delisting, or any application for delisting; c) any business alliancesimilar to the business alliance with the Tender Offeror (the Company) (including the establishment of a joint
venture company or licensing); or d) any organizational change, merger, share exchange, company split, orassignment or receipt of any part or all of a business or actions similar to any of aforementioned.
(c) Regarding the composition of J-TEC’s Board of Directors, the capital and business alliance agreement
stipulates that the Company is entitled to nominate a majority of J-TEC’s Directors. The Board of Directors of JTEC comprises six members, two of whom are assigned from the Company. However, since the directors position
themselves as supervisors of business execution in order to enhance the corporate value of J-TEC, the judgment
made by the management of J-TEC is respected in principle, and consideration is given to the extent possible to
avoid unfairly impairing the interests of J-TEC and the general shareholders. The Company plans to review thecomposition of the Board of Directors as needed, aiming to ensure proper governance that respects theindependence of J-TEC as a publicly listed company as well as to develop a system to maximize synergies with
the Company. Also, J-TEC elected two independent outside directors at its 26th Ordinary General Meeting of
Shareholders on June 18, 2024. Efforts will be made for transparent management in order to protect the interestof minority shareholders and to ensure fairness for all shareholders.
(d) J-TEC’s provision of expertise on the CDMO business in the CDMO business in regenerative medicine,including cell and gene therapies to the Company may create a conflict of interest, considering the competition
between the two companies in the market and other issues. Therefore, the capital and business alliance agreement
stipulates that it should be carried out with due consideration for the conflict of interest between the Company
and the general shareholders of J-TEC. Moreover, with regard to the decisions on prices and conditions related
to transactions with the Teijin Group at J-TEC, a special committee consisting of independent members,
including independent outside directors, has been established under J-TEC’s Board of Directors for the purposeof strengthening corporate governance and ensuring management transparency, as well as protecting the interestsof minority shareholders and ensuring equity and fairness for shareholders, and there has been a system to verify
the transactions with the Teijin Group. Accordingly, the Company believes that the rights of general shareholders
are protected and that the independence of J-TEC’s management judgement is ensured.

-12-

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form

Company with Board of Statutory Auditors[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation

10
1 yearChairperson of the Board

Outside Director

Number of Directors (Updated)

7

Appointment of Outside Directors

Appointed

Number of Outside Directors

4

Number of Independent Directors

4Outside Directors’ Relationship with the Company (1) (Updated)

Name

Attribute

Masaru Onishi
Masaaki Tsuya
Tamie Minami
Reiko Kusunose

From another company
From another company
From another company
From another company

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

j

k

△

* 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 pasta. Executive of the Company or its subsidiaryb. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a director/statutory auditor
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal
entity)h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (thedirector himself/herself only)
i. Executive of a company, between which and the Company outside directors/statutory auditors are mutually
appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others-13-Outside Directors’ Relationship with the Company (2) (Updated)

Name

Masaru Onishi

Designation as
Independent
Director○

Supplementary
Reasons of Appointment
Explanation of theRelationship
Onishihas
servedas
Masaru Onishi, Outside Masaru
Director, comes from Representative Director and President,
Representative
DirectorandJapan Airlines Co., Ltd., a andclient of the Company. Chairperson of Japan Airlines Co., Ltd. As
However, as transactions the chair of the Company’s Board
between Japan Airlines Directors, he has leveraged his extensive
Co.,
Ltd.
and
the business experience and high level ofCompany are minimal, insight to vitalize and increase theaccounting for less than effectiveness of the Board of Directors—
1% of the Company’s for example, by leading in-depth
discussions on the formulation of theconsolidated sales (themedium-term management plan publishedresults for the fiscal year
in May 2024—and offered appropriate
ended March 2024), we advice and suggestions. Also, as a member
deemed that there is no of the Nomination Advisory Committee
risk of his independence and Compensation Advisory Committee,
being affected, and have he plays a significant role in theomitted a summary of our appointment of directors and seniortransactions with Japan executives as well as the deliberation of
Airlines Co., Ltd.
matters regarding the performance
evaluation of directors, including theCEO, and the review of the executive
compensation plan, among others.
Furthermore, he has sufficiently fulfilled
his duties as Chairperson of the Advisory
Board, a consultative body of theCompany. We have determined that inorder to increase shareholder value andcorporate value, we need him to supervise
decision-making on matters that are
significant to the Company and theexecution of operations, and to provide
objective advice to management as an
Outside Director via the Board of
Directors,
Nomination
Advisory
Committee, Compensation Advisory
Committee, and Advisory Board. We
therefore support his continued tenure as
Outside Director. As he satisfies both therequirements of “independent outside
director” stipulated by the Company andtherequirementsofindependent
directors/statutory auditors stipulated bystock exchanges, the Company has judged
there to be no risk of conflicts of interest
arising between him and the generalshareholders.

-14-Masaaki Tsuya○

Masaaki Tsuya, Outside Masaaki Tsuya consecutively held the post
Director, comes from of Representative Executive Officer,
Bridgestone Corporation, CEO, and Chairperson of a listed
a client of the Company. company. Leveraging his extensive
However, as transactions business experience and high level ofbetween
Bridgestone insight, he provides appropriate advice
Corporation and the and suggestions as Outside Director of theCompany are minimal, Company. As the chair of the Nominationaccounting for less than Advisory Committee, he also leads in1% of the Company’s depth discussions on matters such as theconsolidated sales (the selection and dismissal of directors andresults for the fiscal year management executives, and the review ofended March 2024), we the plan to develop CEO successor
deemed that there is no candidates. He also offers appropriate
risk of his independence advice and suggestions on matters such as
being affected, and have the review of the executive compensation
omitted a summary of our plan and the performance evaluation oftransactions
with directors, including the CEO, as a member
theCompensation
Advisory
Bridgestone Corporation. ofCommittee, and on matters related tooverall management as a member of theAdvisory Board. We have determined thatin order to increase shareholder value andcorporate value, we need him to supervise
decision-making on matters that are
significant to the Company and theexecution of operations, and to provide
objective advice to management as an
Outside Director via the Board of
Directors,
Nomination
Advisory
Committee, Compensation Advisory
Committee, and Advisory Board. We
therefore support his continued tenure as
Outside Director. As he satisfies both therequirements of “independent outside
director” stipulated by the Company andtherequirementsofindependent
directors/statutory auditors stipulated bystock exchanges, the Company has judged
there to be no risk of conflicts of interest
arising between him and the generalshareholders.

-15-Tamie Minami○

Reiko Kusunose○

As Outside Director of the Company,
Tamie Minami provides appropriate advice
and suggestions from the perspectives ofcorporate management involved in thedevelopment of multiple businesses acrossthe globe and Diversity, Equity &Inclusion. She does this by leveraging her
broad knowledge and high level of insightdeveloped while overseeing healthcare andindustrial material businesses acrossmultiple regions at a global company. She
also offers appropriate advice andsuggestions on matters such as thenomination of directors and management
executives, the review of the executive
compensation plan, and the performance
evaluation of directors, including the CEO,as a member of the Nomination Advisory
Committee and Compensation Advisory
Committee, and on matters related tooverall management as a member of theAdvisory Board. We have determined thatin order to increase shareholder value andcorporate value, we need her to supervise
decision-making on matters that are
significant to the Company and theexecution of operations, and to provide
objective advice to management as an
Outside Director via the Board of
Directors, Nomination Advisory
Committee, Compensation Advisory
Committee, and Advisory Board. We
therefore support her continued tenure as
Outside Director. As she satisfies both therequirements of “independent outside
director” stipulated by the Company andthe requirements of independent
directors/statutory auditors stipulated bystock exchanges, the Company has judged
there to be no risk of conflicts of interest
arising between her and the generalshareholders.
Reiko Kusunose, Outside Reiko Kusunose has accumulated
significant experience in corporate reform
Director, comes to us
from Nippon Sheet Glass and global organizational management in
the automobile industry as well as atCo., Ltd. and LIXIL
companies that have undergone businessCorporation, both ofwhich are clients of the mergers. In recent years, she has led such
Company. However, as initiatives as CFO. She has also beentransactions between us actively engaged in Diversity, Equity &Inclusion initiatives within and outside theand each of thesecompanies are minimal, corporate workplace. As the Company
accounting for less than conducts its business globally, driving
corporate reforms and implementing
1% of the Company’s
financial strategies to support sustainableconsolidated sales(results for the fiscal year growth, we determined it would be very
ended March 2024), we valuable to the Company in increasing its
deem there to be no risk shareholder value and corporate value tohave her supervise decision-making onof her independence
being affected, and have matters that are significant to theCompany and the execution of operations,omitted a summary ofand provide objective advice to
our transactions with
Nippon Sheet Glass Co., management as an Outside Director via
the Board of Directors, Nomination
Ltd. and LIXIL-16--

Corporation.

Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Advisory Committee, Compensation
Advisory Committee, and Advisory
Board,
leveraging
herextensive
experience and high level of insight. We
have therefore appointed her as Outside
Director. As she satisfies both therequirements of “independent outside
director” stipulated by the Company andtherequirementsofindependent
directors/statutory auditors stipulated bystock exchanges, the Company has judged
there to be no risk of conflicts of interest
arising between her and the generalshareholders.

Established

Committee’s Name, Composition, and Attributes of Chairperson
Committee’s
Name

All
Committee Full-timeMembers Members

InsideDirectors

OutsideDirectors

OutsideExperts

Chairperson

Other

Committee
Corresponding to Nomination
Advisory
Nomination
Committee (*)
Committee

5

0

1

4

0

0

OutsideDirector

Committee
Compensation
Corresponding toAdvisory
Remuneration Committee (*)
Committee

5

0

1

4

0

0

OutsideDirector

Supplementary Explanation (Updated)(1) Nomination Advisory Committee and Compensation Advisory Committee (*)
The Nomination Advisory Committee and the Compensation Advisory Committee are established asconsultative bodies of the Board of Directors to further enhance the transparency concerning the appointment of
directors and officers. Each Committee has functions to deliberate the matters as stipulated in “2. Matters on
Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions (Overview ofCurrent Corporate Governance System).”
The number of meetings, attendance records of members, and main topics and matters deliberated in fiscal 2023
are provided below. For more details, please refer to the Securities Report.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)<Nomination Advisory Committee>
・Number of meetings: 8
・Attendance records of members: Yoichi Suzuki (8/8); Masaru Onishi (8/8); Masaaki Tsuya (8/8); Tamie
Minami (7/7); Akimoto Uchikawa (8/8); Yukako Uchinaga (1/1)
・Main topics and matters deliberated: Examination on re-election of the CEO; review of the details andimplementation status of the training provided by the CEO for CEO successor candidates; revision of
appointment systems for directors and officers; appointment of directors and officers for fiscal 2024; andindependence of outside directors and officers< Compensation Advisory Committee>
・Number of meetings: 8
・Attendance records of members: Yoichi Suzuki (8/8); Masaru Onishi (7/8); Masaaki Tsuya (8/8); Tamie
Minami (5/5); Akimoto Uchikawa (8/8); Yukako Uchinaga (3/3)
・Main topics and matters deliberated: Revision of the executive compensation plan; consideration of-17-

executive compensation levels; performance evaluation of internal directors, including the CEO, and othermanagement executives, for fiscal 2022; and calculation of compensation amounts
The composition of the Nomination Advisory Committee is as follows (as of the submission date of this report).
Masaaki Tsuya (Chair, outside director), Masaru Onishi (outside director), Tamie Minami (outside director),
Reiko Kusunose (outside director), and Akimoto Uchikawa (CEO)The composition of the Compensation Advisory Committee is as follows (as of the submission date of thisreport).
Tamie Minami (Chair, outside director), Masaru Onishi (outside director), Masaaki Tsuya (outside director),
Reiko Kusunose (outside director), and Akimoto Uchikawa (CEO)[Statutory Auditors]
Establishment of the Board of Statutory
Auditors

Established

Maximum Number of Statutory Auditors
Stipulated in Articles of Incorporation

There is no maximum number

Number of Statutory Auditors

5

Cooperation among Statutory Auditors, Accounting Auditors and Internal Audit Departments (Updated)
The Company’s Board of Statutory Auditors receives a summary explanation from the accounting auditor
regarding the accounting audit plan, the internal control audit plan, and the quarterly review plan, alongwith accounting audit reports, internal control audit reports, quarterly review reports, and Group company
on-site audit reports. Through these reports, the Board of Statutory Auditors receives an explanation ofissues related to accounting and internal control, discusses important matters related to audits, andundertakes the required countermeasures. Meanwhile, the accounting auditor receives an explanation of theaudit policy, audit plan and so forth from the statutory auditors and they exchange opinions and questions.
Moreover, the Company’s Board of Statutory Auditors receives an explanation of matters indicated in theGroup company audits from the accounting auditor that conducted the Group company audits and theinformation is shared throughout the Group. Furthermore, the Committee of Teijin Group Statutory
Auditors receives explanations from the accounting auditor regarding the short-term and medium-term
revision trends in the Japanese accounting standards and international accounting standards, as well as theirimpact on the Teijin Group, issues that should be addressed, and so forth. The “Corporate Audit
Department,” which is an internal auditing body, also works with the accounting auditor in the same way
as the statutory auditors.
The Board of Statutory Auditors and the Corporate Audit Department exchange opinions when proposing
the internal audit plan for the fiscal year, regarding the audit scope, companies and departments to beaudited, and so forth. Meanwhile, the Corporate Audit Department provides reports to the statutory auditorson the internal audit execution status through the Committee of Teijin Group Statutory Auditors,
extraordinary meetings, monthly reports, and so forth. This enables internal audit information to be grasped
constantly and comprehensively, and the required action to be shared. Moreover, the audit information of
the statutory auditors is also shared with the Corporate Audit Department.
With regard to the relationship between the statutory auditor audits, accounting audits, and internal audits(hereinafter, “various audits”) and the internal control departments (functional departments such assustainability, corporate strategy and information systems), the internal control departments developinternal control systems and provide related operational support, and provide reporting to each audit
organization regularly and as necessary, along with receiving various audits.
In terms of the reporting system for internal control over financial reporting based on the Financial Instruments
and Exchange Act of Japan, an Internal Control Report is prepared in consideration of factors such as
independent monitoring by the Corporate Audit Department, and the report is audited by the accounting
auditor.

Appointment of Outside Statutory Auditors

Appointed

Number of Outside Statutory Auditors

3

Number of Independent Statutory Auditors

3

-18-

Outside Statutory Auditor’s Relationship with the Company (1)Name

Relationship with the Company*a b c d e f g h i j k l mAttribute

Hitomi Nakayama
LawyerJun Arima
Other
Koichi Tsuji
CPA* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the auditor 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 pasta. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Statutory auditor of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides executive compensation
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal
entity)j. Executive of a client or supplier company of the Company (which does not correspond to any
off, g, or h) (the statutory auditor himself/herself only)
k. Executive of a company, between which and the Company outside directors/statutory auditors are mutually
appointed (the statutory auditor himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the statutory auditor
himself/herself only)
m. Others-19-Outside Statutory Auditor’s Relationship with the Company (2) (Updated)

Name

Designation as Supplementary
Independent
Explanation of
Statutory Auditor the Relationship

Hitomi Nakayama○-

Jun Arima○-

Koichi Tsuji○

Reasons of Appointment
Hitomi
Nakayama
monitors
overallmanagement and offers effective advice—
particularly with respect to the Company’s
compliance and risk management issues—
from a specialist perspective, drawing on her
abundant knowledge and experience gained
while serving as a lawyer, including
membership of several governmental policy
boards. As she satisfies both the requirementsof “independent statutory auditor” stipulatedby the Company and the requirements of
independent
directors/statutory
auditors
stipulated by stock exchanges, the Company
has judged there to be no risk of conflicts ofinterest arising between her and the generalshareholders.
Jun Arima monitors overall management andoffers effective advice—particularly withrespect to environmental and energy issues aswell as global organizational management
and compliance—drawing on his abundant
knowledge and high level of insight gained
while engaging in international energy policy
and environmental policy in a number of
positions, including a former position as a
Ministry of Economy, Trade and Industry
official and his current position at the
University of Tokyo’s Graduate School of
Public Policy. As he satisfies both therequirements of “independent statutory
auditor” stipulated by the Company and therequirements of independent directors/
statutory auditors stipulated by stock
exchanges, the Company has judged there to
be no risk of conflicts of interest arising
between him and the general shareholders.
Well experienced as a CPA and well versed inaccounting and auditing, Koichi Tsuji gives
accurate advice backed by expertise. He alsooffers appropriate advice and monitors overallmanagement with respect to portfolio reforms
and risk management. As he satisfies both therequirements of “independent statutory
auditor” stipulated by the Company and therequirements of independent directors/
statutory auditors stipulated by stock
exchanges, the Company has judged there to
be no risk of conflicts of interest arising
between him and the general shareholders.

-[Independent Directors/Statutory Auditors]
Number of Independent Directors/
Statutory Auditors (Updated)

7

-20-

Matters relating to Independent Directors/ Statutory Auditors
There are no special interests between the Company and the outside directors and outside statutory auditors.
The status of concurrent positions held by outside directors and outside statutory auditors at other corporate orother entities as well as their Company stock holdings are described in the Securities Report. There are no
special interests between the Company and any of the corporate or other entities where outside directors andoutside statutory auditors hold a concurrent position.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)
The outside directors’ role is to contribute to improving the transparency and accountability(information disclosure needed to fulfill accountability) of the Board of Directors by performing anoversight function over inside directors as well as a management advice function based on theirexpertise.
Moreover, of the Company’s five statutory auditors, a majority of three are outside statutory auditors
who maintain independence. This ensures transparency, and achieves the management oversight andaudit function including audit of total risk management.
On April 1, 2003, the Board of Directors of the Company prescribed the requirements for outside
directors as the “Independent Director Regulations,” which serve as the basis for the election of outside
directors. These conditions for appointment are designed to increase the level of precision and ensure
the transparency of the management supervisory function of the Board of Directors. At the same time,with the approval of the Board of Statutory Auditors, the Board of Directors prescribed requirements
for independent statutory auditors as the “Independent Statutory Auditor Regulations,” which serve as
the basis for the election of outside statutory auditors. These conditions for appointment are intended toenhance the precision and transparency of the monitoring and auditing functions regarding the executionof duties by inside directors and the management team.
These requirements are posted on the Company’s website below. Moreover, the Company’s outside
directors and outside statutory auditors meet the independence requirements specified by the Tokyo
Stock Exchange.
https://www.teijin.com/ir/management/governance/requirements/
The outside statutory auditors receive reports and so forth from the statutory auditor audits, accounting
audits, and Corporate Audit Department audits through the Board of Statutory Auditors and Committeeof Teijin Group Statutory Auditors. They exchange opinions appropriately based on these reports, andmutual contact is maintained with the outside directors by having them receive these audit reports andso forth.
With regard to the relationship between the supervision provided by outside directors or outside statutory
auditors and the internal control departments, the internal control departments report appropriately on
operational risk, strategic risk, and so forth to the outside directors or outside statutory auditors, mainly
through the Board of Directors meetings, and in turn receive necessary suggestions and advice from theoutside directors or outside statutory auditors. If necessary, outside directors or outside statutory auditors
may exchange opinions with the administrator overseeing the internal control departments and makeproposals for effective improvements of the internal control system and other matters.
The Company has executed a Liabilities Limitation Agreement with outside directors which limits therespective liabilities of each outside director to the higher amount of ¥20 million or the minimum liability
amount stipulated in Article 425, Paragraph 1, of the Companies Act. The Company has also executed a
Liabilities Limitation Agreement with outside statutory auditors which limits the respective liabilities ofeach outside statutory auditor to the higher amount of ¥20 million or the minimum liability amountstipulated in Article 425, Paragraph 1, of the Companies Act.
[Incentives]
Incentive Policies for Directors

Performance-based remuneration/ other-21-Supplementary Explanation (Updated)

The Company provides internal directors who concurrently serve as corporate officers with performance-based
compensation (short-term incentive compensation), Restricted Stock (medium- to long-term incentive
compensation) and Performance Share Units (medium- to long-term incentive compensation), with the aim ofproviding an incentive to achieve short-term goals, achieve the medium-term management plan, and improve
medium- to long-term corporate value. In order to further strengthen Group management, the Company has
standardized the composition of compensation provided to all of its corporate officers around the world.
The Company has revised the scheme for Restricted Stock (medium- to long-term incentive compensation) andPerformance Share Units (medium- to long-term incentive compensation), effective from fiscal 2024, by adopting
a measure for funding tax payments related to stock compensation with a view to boosting motivation to contributeto increasing the Company’s stock value.
For details, please see “Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods.”
Recipients of Stock Options

None

Supplementary Explanation---------[Director Remuneration]
Disclosure of Individual Directors’ Remuneration No Individual Disclosure

Supplementary Explanation (Updated)-22-

From April 1, 2023, to March 31, 2024, the compensation paid to the Company’s directors and statutory
auditors were as follows.
[Total amounts of compensation by type of position, total amounts of compensation by type ofcompensation, and number of applicable directors and statutory auditors]
1) Directors (excluding outside directors)
・Total amounts of compensation: ¥248 million
・Amounts of compensation by type: ¥184 million basic compensation (seven people), ¥28 million
performance-based compensation (six people), and ¥35 million Restricted Stock (four people), no
Performance Share Units
2) Statutory auditors (excluding outside statutory auditors)
・Total amounts of compensation: ¥76 million
・Amounts of compensation by type: ¥76 million basic compensation (two people)
3) Outside directors
・Total amounts of compensation: ¥72 million
・Amounts of compensation by type: ¥72 million basic compensation (five people)
4) Outside statutory auditors
・Total amounts of compensation: ¥41 million
・Amounts of compensation by type: ¥41 million basic compensation (four people)
Note 1. The above compensation is set based on the policy on compensation for directors and statutory
auditors as of March 31, 2024.
Note 2. Regarding Performance-based compensation (cash) to be provided to the four Internal Directors
appointed at the 157th Ordinary General Meeting of Shareholders held on June 21, 2023, considering that
there were offers for partial decline of the acceptance (reduction) (totaling ¥24 million for all of four
Directors) of Performance-based compensation (cash) from all of four Internal Directors due to thefinancial situation in FY2023 and after the deliberation of Compensation Advisory Committee, it wascalculated by reducing the offered amount. The total amount of compensation of ¥248 million and
Performance-based compensation (cash) of ¥28 million as indicated in the table above do not include thereduced amount.
Note 3. Performance-based compensation, Restricted Stock, and Performance Share Units are not granted
to outside directors or outside statutory auditors.
Note 4. The maximum annual compensation for Directors is ¥630 million for monetary compensation,¥70 million for Restricted Stock, and ¥300 million for Performance Share Units (as resolved by the 155th
Ordinary General Meeting of Shareholders held on June 23, 2021).
Note 5. The maximum monthly compensation for Statutory Auditors is ¥12 million (as resolved by the133rd Ordinary General Meeting of Shareholders held on June 25, 1999).
The above information is included in the Securities Report for your reference.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)

Policy on Determining Remuneration Amounts andCalculation Methods (Updated)

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The Company has revised the scheme for Restricted Stock and Performance Share Units, effective from fiscal
2024, by adopting a measure for funding tax payments related to stock compensation. This was done with a view
to boosting motivation to contribute to increasing the Company’s stock value while at the same time aiming toramp up corporate value creation activities in the areas of corporate governance and stakeholder engagement aswell as medium- to long-term measures for sustainability and ESG.
The following presents the revised policy on compensation amounts for executives and their calculation methods.

-23-

(1) Basic policy for compensation plan
・The plan should incentivize the achievement of short-term and medium- to long-term management targets,and enhance awareness of contributing to a medium- to long-term increase in earnings and corporate value
・The plan should be closely linked to company performance, and be highly transparent and objective
・The plan should be primarily focused on enhancing value shared with the interests of stakeholders andshareholder-focused management awareness・ The plan should maintain sufficient compensation levels and content to act as an incentive to globally securehigh-quality management human resources(2) Compensation level
The compensation level for Internal Directors and Outside Directors is determined each year after verifying theappropriateness of the level of total compensation for each position and job grade based on the results of a
remuneration survey in which major corporations in Japan participate.
(3) Composition of compensation, etc. for directors and statutory auditors
・Compensation for Internal Directors who concurrently serve as Corporate Officers is composed of fixed basic
compensation that is not linked with the performance of the Company, variable performance-based
compensation (short-term incentive compensation), Restricted Stock (medium- to long-term incentive
compensation), and Performance Share Units (medium- to long-term incentive compensation), with the aim ofproviding an incentive to achieve short-term performance goals and the medium-term management plan, andimprove medium- to long-term corporate value.
For Internal Directors who do not concurrently serve as Corporate Officers, only cash compensation is granted
based on their appointed duties, and Restricted Stock (medium- to long-term incentive compensation) andPerformance Share Units (medium- to long-term incentive compensation) are not granted.
・Compensation for Outside Directors and Statutory Auditors is solely basic compensation that is not linked tothe performance of the Company.
(4) Composition ratio of compensation
The composition ratio of compensation for Internal Directors who concurrently serve as Corporate Officers is asfollows:
1) President and Representative Director(a) Basic compensation as fixed compensation: 45%(b) Performance-based compensation as variable compensation: 20%(c) Restricted Stock as variable compensation: 10%(d) Performance Share Units as variable compensation: 25%
2) Other Directors(a) Basic compensation as fixed compensation: 50%(b) Performance-based compensation as variable compensation: 25%(c) Restricted Stock as variable compensation: 10%(d) Performance Share Units as variable compensation: 15%(Note)For the President and Representative Director of the Board, different ratios are set from those of other Directors
for compensation linked to the Company’s performance in order to clarify the significance of the position and therelated responsibilities.
(5) Performance indicators for performance-based compensation etc.
1) Performance-based compensation
To incentivize the recovery of the fundamental earning power and the promotion of business reforms, theCompany has set “business income,” “ROIC based on business income after tax,” and “individual performancetargets” including non-financial indicators (safety) for sustainability that are applied to all directors as
performance indicators for each Internal Director concurrently serving as Corporate Officer.
2) Performance Share Units
To motivate Directors to realize an improvement in corporate value and shareholder value in the medium to longterm, the Company employs “ROE,” “TSR,” and “Sustainability” as performance indicators. The target for“ROE” is the figure the Company should aim for over the medium term. The Company continues to employ“TSR” as a performance indicator to build awareness among management from the perspective of theshareholders. In addition, in order for the Company to achieve its long-term vision of becoming a “Company that
Supports the Society of the Future,” the Company has also set non-financial indicators for sustainability-24-

(environment, DE&I, and employee engagement) as performance indicators for each Internal Director
concurrently serving as Corporate Officer.
(6) Policy on determining the timing and conditions for providing compensation, etc.
1) Fixed compensation(a) Basic compensation
The amount paid to each Director is determined according to position and job grade and paid as a fixed amount.
One twelfth of the fixed amount based on position and job grade is provided as monthly compensation.
2) Variable compensation(a) Performance-based compensation
Performance-based compensation (cash) is calculated based on position and job grade, the achievement level ofthe performance indicators, and the individual performance evaluation of Directors, and paid out by the end ofJune as a year-end lump sum. Furthermore, within the scope approved by the resolution of the General Meetingof Shareholders, new performance evaluation periods and performance evaluation indicators will be established.
(b) Restricted StockAround July or August of each year, shares and share units equivalent to the standard amount determined basedon position and job grade will be allotted with transfer restrictions and other conditions within the scope ofapproval determined via a resolution of the General Meeting of Shareholders. As a general rule, the transfer
restrictions on granted shares are lifted upon retirement from a position designated in advance by the Board of
Directors. Regarding monetary compensation based on stock units, it is typically provided in cash by multiplying
the number of granted stock units by the market price of the Company’s common share at the time of transfer
restriction removal.
Restricted Stock (RS) will be allotted to each Internal Director who concurrently serves as a Corporate Officer on
the condition that there has been no certain violation of rules stipulated by the Board of Directors of the Company,
and that the Internal Director meets other requirements determined necessary for the restricted stock plan
stipulated by the Board of Directors of the Company.
(c) Performance Share Units
Around July or August of each year, the number of shares and share units calculated based on the achievementlevel of one or more performance indicators set by the Board of Directors applicable to the performance evaluation
periods comprised of one or more fiscal years will be allotted after conclusion of the evaluation performance
period set for each performance indicator, with transfer restrictions and other conditions within the scope ofapproval determined via a resolution of the General Meeting of Shareholders. As a general rule, the transfer
restrictions on granted shares are lifted upon retirement from a position designated in advance by the Board of
Directors. Regarding monetary compensation based on stock units, it is typically provided by multiplying thenumber of granted stock units by the market price of the Company’s common shares at the time of transfer
restriction removal.
Performance Share Units will be allotted to each Internal Director who concurrently serves as a Corporate Officer
on the condition that the Internal Director has served in a position designated by the Company’s Board of Directors
for the entirety or a portion of the performance evaluation period, there has been no certain violation of rules
stipulated by the Board of Directors of the Company and the Internal Director who meets other requirements
determined necessary for the performance share units plan by the Board of Directors of the Company.
The above information is included in the Securities Report.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)[Supporting System for Outside Directors and/or Statutory Auditors]
The Corporate Strategy Department supports the outside directors in all aspects of the performance of their duties
by providing them with briefings on matters to be resolved and reported before meetings of the Board of Directors.
In addition, the Executive Secretariat supports the activities of the outside directors by providing liaison andcoordination between the outside directors and other directors or other personnel.
For outside statutory auditors, full-time statutory auditors give timely briefings on the details of important internal
meetings, in addition to Board of Directors agenda items in advance of the meetings. In addition, statutory audit
staff provide support to enable outside statutory auditors to audit the business execution through informal
discussions with the CEO and directors, participation in the Committee of Teijin Group Statutory Auditors, andother means.

-25-[Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)]
Information on retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)

Name

Job title/position Responsibilities

Shigeo Ohyagi

Honorary
AdvisorJun Suzuki

Senior Advisor

Engaged in externalaffairs such as
business community
relations.
Engaged in externalaffairs such as
business community
relations.

Number of retired presidents/CEOs holding
advisory positions (sodanyaku, komon, etc.)

Employment
Date when former
terms (Full /Partrole astime, with/without
Term
president/CEO
compensation,
ended
etc.)
Part-time, with
March 31, 2014 Provide
d for incompensationcompany rules
Full-time, with
March 31, 2022 Provide
d for incompensationcompany rules2

Others
―――2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination andRemuneration Decisions (Overview of Current Corporate Governance System) (Updated)(1) Board of Directors
The Board of Directors meets once a month, in principle, and deliberates and determines/approves importantmatters, such as Groupwide management policies and plans, as well as any other items required by laws,
regulations and the Company’s Articles of Incorporation. It also oversees directors’ performance of their duties.
It sets the agenda items of Board of Directors meetings in accordance with the Regulations for the Board of
Directors. Also, to expedite decision-making and clarify accountability of business execution, it properly
delegates authority to corporate officers regarding important matters related to the business execution of the
Teijin Group (individual short- and medium-term plans and individual important matters with respect to eachbusiness and functional operation).
To expedite decision-making and clarify accountability of business execution, the Company’s Articles ofIncorporation set the maximum number of directors at 10, and the Company has introduced a corporate officer
system that delegates broad authority to corporate officers. The Company’s Board of Directors is currently
composed of seven members (two women and five men), including four outside directors who satisfy therequirements for independent directors specified by the Company. The term of office for directors is set at one
year in the Articles of Incorporation.
In order to fulfill the above roles, persons who are suitable to be top management of the Company withoutstanding personalities and insight are chosen by the Board of Directors as director candidates, inconsideration of their personal capabilities, past performance record, and so forth. The candidates arerecommended at the General Meeting of Shareholders.
The chair of the Board of Directors meetings is selected from outside directors as part of the efforts to separate
monitoring and supervision from business execution.
The Board of Directors met 13 times in fiscal 2023. Details on the attendance records of the members and main
topics and matters deliberated in fiscal 2023 are provided in Attachment 1: Attendance of Individual Directors
at Board of Directors Meetings and Main Topics and Matters Deliberated. Equivalent information is containedin the Securities Report.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)
The composition of the Board of Directors is as follows (as of the submission date of this report).
Masaru Onishi (Chair, outside director), Akimoto Uchikawa (CEO), Naohiko Moriyama, Noboru Yamanishi,
Masaaki Tsuya (outside director), Tamie Minami (outside director), and Reiko Kusunose (outside director)-26-

(2) Board of Statutory Auditors
The Company’s Board of Statutory Auditors consists of five members (including two women), of whomthree—a majority—are outside statutory auditors who satisfy the requirements for independent statutory
auditors.
Statutory Auditors audit the performance of duties by directors based on their expertise and experience in law,finance, accounting, etc. Full-time Statutory Auditor Masanori Shimai and Outside Statutory Auditor Koichi
Tsuji have ample knowledge of finance and accounting.
Furthermore, the Committee of Teijin Group Statutory Auditors, which comprises statutory auditors of groupcompanies and other members, meets regularly to enhance the effectiveness of groupwide monitoring andaudits.
The Board of Statutory Auditors met 12 times in fiscal 2023. Details regarding members’ attendance andpriority audit items in fiscal 2023 are provided in Attachment 2: Attendance of Individual Statutory Auditors
at Board of Statutory Auditors Meetings and Priority Audit Items. Equivalent information is contained in the
Securities Report.
(Securities Report) https://www.teijin.co.jp/ir/library/business-report/ (in Japanese)
The composition of the Board of Statutory Auditors is as follows (as of the submission date of this report).
Masanori Shimai, Tomoko Torii, Hitomi Nakayama (outside statutory auditor), Jun Arima (outside statutory
auditor), and Koichi Tsuji (outside statutory auditor)(3) Group Strategy Committee and Group Management Committee
Important matters related to business execution of the Company and the Teijin Group, for which authority has
been delegated from the Board of Directors, are decided by the CEO through deliberation in the Group Strategy
Committee, which meets at least twice a month in principle, and the Group Management Committee whichmeets once a month in principle.
The Group Strategy Committee consists of the CEO, executive officers, and other members designated by theCEO. The CEO convenes and chairs the committee meetings. The Group Management Committee consists of
the CEO, executive officers, general managers of business units, and other members designated by the CEO.
The CEO convenes and chairs the committee meetings. In addition to the members, the committees are also
attended by the full-time statutory auditors.
(4) Nomination Advisory Committee and Compensation Advisory Committee
The Nomination Advisory Committee and the Compensation Advisory Committee are established asconsultative bodies to the Board of Directors in order to further improve the transparency of executive
personnel affairs. Each Committee has functions to deliberate on the following matters and make proposals andrecommendations to the Board of Directors.
1) Nomination Advisory Committee(a) Alternation of the CEO and nomination of a successor(b) Election and resignation of a Representative Director candidate(c) Election and resignation of director candidates (including the Chairperson)(d) Election and resignation of statutory auditor candidates(e) Matters concerning promotion/demotion and election/resignation of inside directors and senior
management; and matters concerning appointment/dismissal of senior advisors(f) Matters concerning independence standards for outside directors and outside statutory auditors(g) Selection of a successor CEO candidate, development of a plan for training provided by the CEO to thesuccessor candidate, and review of its progress2) Compensation Advisory Committee(a) Matters concerning the compensation system for Teijin Group officers(b) Matters concerning the compensation level of Teijin Group officers(c) Matters concerning performance evaluation and compensation of inside directors (including the CEO) andsenior management
Both Advisory Committees are made up of four (4) Outside Directors, the Chairperson of the Board (vacant if
absent) and the CEO. The Outside Director who is the chairperson of the Advisory Committee chairs therespective Advisory Committees. In principle, for matters concerning the CEO, the CEO leaves the room anddoes not participate in the discussions. For matters concerning the Chairperson of the Board as well, theChairperson of the Board leaves the room and does not participate in the discussions.
The composition of the Nomination Advisory Committee is as follows (as of the submission date of this report).
Masaaki Tsuya (Chair, outside director), Masaru Onishi (outside director), Tamie Minami (outside director),
Reiko Kusunose (outside director) and Akimoto Uchikawa (CEO)-27-

The composition of the Compensation Advisory Committee is as follows (as of the submission date of thisreport).
Tamie Minami (Chair, outside director), Masaru Onishi (outside director), Masaaki Tsuya (outside director),
Reiko Kusunose (outside director), and Akimoto Uchikawa (CEO)(5) Advisory Board (Management Consultative Committee)
The Advisory Board is established to enable the Board of Directors to receive advice from external experts
in order to improve the quality of management and is operated as a consultative body to the Board. The
Advisory Board is made up of five to seven outside advisors (currently, four outside directors and two nonJapanese experts) as well as the Chairperson (the additional seat is left vacant in the event of a vacancy in the
Chairperson post) and the CEO. The outside director who chairs the Board of the Directors meetings chairs
the Advisory Board meetings.
The composition of the Advisory Board is as follows (as of the submission date of this report).
Masaru Onishi (Chair, outside director), Masaaki Tsuya (outside director), Tamie Minami (outside director),
Reiko Kusunose (outside director), Thomas M. Connelly, Jr. (non-Japanese expert), Gerardus Johannes
Wijers(non-Japanese expert), and Akimoto Uchikawa (CEO)(6) Status of Internal Audit System
The Corporate Audit Department, reporting directly to CEO, has been established as an internal audit
organization, and carries out Group-wide and global audits to evaluate the efficiency and validity of internal
control functions based on the “Group Internal Audit Regulations.” Furthermore, at certain listed subsidiaries
and so forth, individual internal audit organizations have been established. As of March 31, 2024, the numberof internal auditors in the Teijin Group is 18 (excluding internal auditors at listed subsidiaries).
(7) Status of Accounting Audits
The status of the certified public accountants (CPAs) who audited the Company is as follows (items in brackets
are the affiliated auditing firm and number of consecutive years performing audits).
Hidetoshi Fukuda (KPMG AZSA LLC, 5 years), Yoshihiro Uehara (KPMG AZSA LLC, 3 years), and Hiroaki
Iwasaki (KPMG AZSA LLC, 3 year)
The status of assistants in auditing is as follows: CPAs 10, others 37, total 47.
(8) Total Risk Management
The Company carries out total risk management (TRM) by establishing a TRM system targeting both strategicand operational risks, aiming to address all risks that may threaten the Company’s sustainable growth. The
TRM Committee, chaired by the CEO, has been established under the Board of Directors. The Board
deliberates and decides basic policies and annual plans related to TRM proposed by the Committee. The Board
also manages major risks and develops systems to ensure business continuity. The statutory auditors conduct
audits to check whether the Board of Directors is appropriately conducting policy decisions, monitoring, andsupervision regarding TRM.
The CEO is directly in charge of assessing strategic risk, and provides assessment results for the Board of
Directors and other bodies as key materials in their decision-making process.
The Chief Sustainability Officer is in charge of addressing operational risk by establishing a cross-sectionalrisk management system, identifying problems, and responding to crises when they occur.
The details of Teijin Group “Corporate Governance Guide” (the Company’s Corporate Governance System)
can be viewed at the Company’s website:
https://www.teijin.com/ir/management/governance/guide/(9) Liabilities Limitation Agreement
The Company has concluded a Liabilities Limitation Agreement with each of four (4) Directors ( Masaru
Onishi, Masaaki Tsuya, Tamie Minami, and Reiko Kusunose) and each of five (5) Statutory Auditors (Masanori
Shimai, Tomoko Torii, Hitomi Nakayama, Jun Arima, and Koichi Tsuji) which limits the respective liabilitiesof each Director and Statutory Auditor to the higher amount of ¥20 million or the minimum liability amountstipulated in Article 425, Paragraph 1, of the Companies Act.

-28-

3. Reasons for Adoption of Current Corporate Governance System (Updated)
The Teijin Group has adopted and will adopt from time to time mechanisms for corporate governancewhich are appropriate for achieving the purposes of the Company. Accordingly, the Company will timely
review the mechanisms and such changes may be made in accordance with changes in the social and legal
environments. The current Companies Act requires the Board of Directors to appropriately carry out twofunctions: making important business judgement and decision-making and management monitoring andsupervision. Thus, the Company deems it appropriate to implement the following systems: businessexecution system led by the Company’s inside directors who are corporate officers on the one hand, andthe governance system based on management monitoring and supervisory functions focused on by outside
directors and monitoring and auditing functions carried out by statutory auditors and the Board of
Statutory Auditors on the other hand. Therefore, the Company intends to continue to be a company with
Board of Statutory Auditors for the time being. Statutory auditors in a company with a Board of Statutory
Auditors are independent, meaning that they can exercise their authority independently. In addition, theCompany also calls on the Board of Statutory Auditors and statutory auditors to “make the best use of
their authority to monitor the Board of Directors” and to “actively provide constructive opinions at Boardof Directors meetings,” thereby ensuring that the Board of Statutory Auditors maintains its effectivefunction to audit the Board of Directors. Through these arrangements, the corporate governance of theCompany is effectively achieved via an “corporate officer system and board of directors including
independent outside directors”, “statutory auditor system including independent outside statutory
auditors”, and ” “Nomination Advisory Committee and Compensation Advisory Committee in which
independent outside directors constitute the majority,”

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize General Shareholder Meetings and Smooth Exercise of Voting Rights (Updated)
Supplementary Explanations
The Company sends notification about three weeks prior to the date
Early Notification of Generalof the General Meeting of Shareholders. In the fiscal year ended
Shareholder Meeting
March 2024, the General Meeting of Shareholders was held on June20, 2024, and the Notice of Convocation was sent on May 29. Aheadof this, on May 23, the Notice of Convocation was posted on the
Company’s website, the website of the Tokyo Stock Exchange, andothers based on electric provision measures.
https://www.teijin.com/ir/stocks/general-meeting/
Scheduling AGMs Avoiding the Peak The General Meeting of Shareholders for the fiscal year ended March2024 was held on June 20. The General Meeting of Shareholders forDay
the fiscal year ending March 2025 is also scheduled to be held at asimilar timing.
Allowing Electronic Exercise of Voting Voting rights can be exercised through electro-magnetic methods byaccessing the Company’s designated website for exercising voting
Rightsrights from a personal computer or smartphone.
Participation in Electronic Voting
Nominal shareholders (including standing proxy agents), such as
Platform
managing trust banks, can use the electronic voting platform operated
by ICJ, Inc. by applying beforehand to use it.
Providing Convocation Notice in
The English version of the Notice of Convocation is published at the
Englishsame time as the Japanese version on the Company’s website on May
23.
https://www.teijin.com/ir/stocks/general-meeting/
1. The General Meeting of Shareholders is an important
Other
opportunityfor
directdialoguewithshareholders.
2. A live streaming service (a hybrid participation-type virtual
meeting) was provided, enabling shareholders to watch the
Meeting.
3. On May 30, before the General Meeting of Shareholders was held,
the Company launched a page on its website to take questions fromshareholders.

-29-

2. IR Activities (Updated)
Explanation by the
Representative
The Teijin Group’s IR Basic Policy is available on the Company’s
website in Japanese and English.
(Japanese: https://www.teijin.co.jp/ir/disclosure/)(English: https://www.teijin.com/ir/disclosure/)

Supplementary Explanations
Preparation and Publication ofDisclosure Policy

Disclosure Policy
Basic Policy
1. Teijin Ltd. and Teijin Group companies have a basic policy ofproviding company information to all stakeholders in a timely, fair,accurate, and consistent manner.
2. A management priority is to build a relationship of trust withshareholders and investors in particular, and therefore, we shallactively endeavor to enhance information disclosure and two-way
communication.
3. We believe that accountability (information disclosure needed tofulfill accountability) is an essential requirement in securing
effective corporate governance.
Disclosure Standards
1. We will promptly disclose information in a fair, accurate, clear,timely and ongoing manner in accordance with various laws andregulations such as Financial Instruments and Exchange Act andCompanies Act (“various laws and regulations”) and the “Rules on
Timely Disclosure of Corporate Information by Issuers of Listed
Securities” stipulated by the Tokyo Stock Exchange (TSE) etc.
(“timely disclosure rules”). Moreover, for those matters that cannot
be disclosed due to potentially negative impact on business
operations, the reason for such nondisclosure must be clearly statedat the time of explanation.
2. Information that is not considered important information as
established under the various laws or regulations, or under timely
disclosure rules, but is deemed to be of use to shareholders andinvestors-with the exception of information pertaining to thecompetitive strategies of individual businesses or highly confidential
management information-will be disclosed fairly, accurately,clearly, timely and in an ongoing manner.
Disclosure Methods
1. Information that is considered important under the timely
disclosure rules shall be disclosed in accordance with said rules via
the TSE's timely disclosure information system (TDnet), in addition
to explanations provided to the TSE.
2. Information under the Financial Instruments and Exchange Act
shall be disclosed in accordance with said Act via the Financial
Services Agency's Electronic Disclosure for Investors' NETwork(EDINET), in addition to explanations provided to the Financial
Services Agency.
3. Information other than the above that is considered to affectinvestor decisions will also be promptly disclosed as required
depending on the importance and urgency of that information throughpress releases, press conferences, information sessions, or othermeans.
4. Information disclosed in accordance with 1. and 2. above will be
posted on the Company’s website immediately after disclosure.
Further, for the convenience of shareholders and investors, we will
work to provide disclosure in English to accompany our disclosure of
information in Japanese.
5. In addition to improving the "For Investors" section of theCompany’s website, we will also endeavor to provide information-30-

appropriately in a variety of media, and disclose easy-to-understandinformation in an environment easily accessible by shareholders andinvestors through a range of information media including information
sessions and various printed materials.
Quiet Period
In the weeks leading up the announcement of each quarterly and annual
results, we shall employ a quiet period so as to prevent any leakage offinancial information and to maintain impartiality.
During this period, we will not provide answers to comments orquestions received in relation to the accounts etc.

Regular Investor Briefings for
Individual Investors

Regular Investor Briefings forAnalysts and Institutional Investors

Regular Investor Briefings forOverseas Investors

Posting of IR Materials on Website

Establishment of Department and/or

However, if a situation occurs during the quiet period where there is an
obvious discrepancy between current estimations and the disclosed
forecast that is larger than the range of that specified under the timely
disclosure rules, then we shall disclose information as required throughpress releases, etc.
The Company holds a presentation meeting for individual Yes
shareholders every year, where the CEO provides an
overview of the company’s management policies. We alsooffer facility tours to introduce individual shareholders to
the Company’s products using exhibits. In fiscal 2023, suchtours were held at the Teijin Group’s showroom (TEIJINMIRAI STUDIO).
The Company holds presentations on each quarterlyYesfinancial result announcement. Moreover, the Company
also holds presentations related to its medium- to longterm management policy and its progress, individual
businesses and other important matters relating todisclosure, and conducts factory tours.
The Company held presentations a total of five times
during the period from April 2023 to March 2024, aiming
to help investors deepen their understanding of the
progress of our efforts. As for briefing sessions other thanquarterly business results presentations, the Company held
the “Aramid Business Presentation” in November 2023,
inviting a rough total of 100 investors and analysts to givethem a better understanding of the business.
In principle, three to five times per year, the CEO, theYes
CFO or the officer in charge of IR visits overseas
investors, primarily in North America, Europe, and Asia,
to hold individual meetings. Moreover, the Company also
participates actively in conferences for overseas
institutional investors held by securities companies and soforth. During the period from April 2023 to March 2024,
the Company actively organized investor meetings bothonline and in-person, and also participated in two face-toface conferences hosted by securities companies in
February and March 2024. Additionally, the Company ran
webinars to present its business overview to investors in
the U.S., Europe, and Asia, scheduling them inconsideration of the convenience of local attendees.
In consideration of fair disclosure, in addition to timely disclosurematerials related to announcements of the quarterly financial
results, integrated reports, fact books, etc., the Company posts
materials for institutional investor presentations and individual
investor presentations in both Japanese and English in a timely
manner. On its website, the Company also provides videos and
Q&A summaries regarding business results presentations andbusiness presentations for analysts and institutional investors inboth Japanese and English.
(Japanese: https://www.teijin.co.jp/ir/library/)(English: https://www.teijin.com/ir/library/)
Officer in charge of IR: Teijin Group Senior Executive Officer,-31-

Manager in Charge of IR

Representative Director of the Board (Corporate Strategy),
Deputy Chief Officer (Corporate Strategy) (for Stakeholder
Communication)
Department in charge of IR: Corporate Communication Department

3. Measures to Ensure Due Respect for Stakeholders (Updated)
Supplementary Explanations
Stipulation of Internal Rules
for Respecting the Positionof Stakeholders

Implementation ofEnvironmental Activities,
CSR Activities, etc.

The following is stipulated in the Teijin Group “Corporate Governance
Guide”: “The shareholders entrust capital into the Company and thus, theCompany is required to achieve profits through its business activities and to
ultimately increase shareholder value over the medium and long term. It isthe basic mission of the Company to comply with such shareholders’entrustment. Based on this basic mission, the Company must fulfill its
respective responsibilities to its stakeholders (interested parties), such as
employees, business partners, customers, consumers, local residents andcommunities, etc.”
Moreover, the Company’s Code of Conduct stipulates that we should respecthuman rights in all business activities and the Company’s supply chain, allow nodiscrimination or harassment, fulfill our accountability, and engage in businessactivities trusted by local communities.
The Teijin Group has established a Chief Sustainability Officer as the person in
charge of CSR activities, sorted out risk and opportunities related tosustainability, identified five items the Company is to address as importantmanagement issues (materiality), and set KPIs accordingly. In our businessactivities, we reinforce efforts to promote respect for human rights, including
due diligence and dialogue, based on the recognition that human rights are thefoundation of everything. We firmly believe that strengthening the sustainable
management base is essential in order to realize the long-term vision, “be acompany that supports the society of the future.” To this end, we carry out
various initiatives including developing enabling environments for various
human resources to play an active role to drive the Company forward, developing
human resources, promoting activities for corporate ethics and compliance thatshould serve as foundations for trust, taking appropriate measures to respond tovarious risks, ensuring information security that is becoming increasingly
important in an IT society, engaging in responsible procurement, manufacturing
products in a way customers can trust, as well as giving consideration toenvironmental protection, safety and disaster mitigation, and health.
In environmental protection, the Company has set long-term goals to reduce
emissions of CO2, as well as water, hazardous chemicals substances, and landfill
waste.

Development of Policies
on Information Provision
to Stakeholders

Other

The Teijin Group, in accordance with its basic policies for social contributions,will value harmony with nature and achieve growth with local communities. To
this end, the Group is conducting appropriate social contribution activities as agood corporate citizen, in line with its business attributes and which respect the
local uniqueness of each area in which the Company operates. To provide
support to the development of younger generations in the fields ofacademia/education and sports, the Company has supported a total of nearly
1,700 students specializing in science and engineering fields through the Teijin
Kumura Scholarship provided by the Teijin Scholarship Foundation for about 70
years.
The following is stipulated in the Teijin Group “Corporate Governance Guide”:“The accountability (information disclosure needed to fulfill accountability) of
the company is an integral part of corporate activities for the business to prosper
and enhance shareholder value. The company should clearly present its mission
and vision and present a clear explanation of the corporate governancemechanisms on every occasion. Furthermore, compliance policies and Total
Risk Management must be instilled into the entire Teijin Group. Teijin Groupbehaves as a company that takes requests from shareholders and society into
consideration in order to achieve a higher degree of accountability.”<Diversity, Equity and Inclusion Promotion Policy>-32-

The Teijin Group positions the promotion of diversity, equity and inclusion as
one of its key initiatives for innovation creation in the Medium-Term
Management Plan. The Group will further promote diverse working styles,
advancement of women, and diversity of human resources, with the aim ofbuilding an organization where human resources with different values andexperiences can come together and demonstrate their abilities to the fullest
extent possible.
<Measures to Realize Diversity, Equity and Inclusion>
In 2000, recognizing workforce diversity as the key to sparking creativity andgenerating innovation, the Teijin Group began to promote various initiatives
with the principal aim of empowering women in the workplace and increasing
the number of non-Japanese hires. With a view to global business development,
we are rolling out activities from Japan to other locations around the world andfacilitating the diversity of senior management by setting KPIs. In order to build
a pipeline of candidates for senior management positions and increase thenumber of women in the position of department/division head, the target ratioof female department and division heads is set for each business unit, with thebusiness units carrying out specific training and appointment programs toachieve the target.
The Company is also committed to the employment of people with disabilities
and operates a special subsidiary. Teijin Soleil Co., Ltd. is engaged in the
agriculture business, mainly producing vegetables, roses, and Phalaenopsis
orchids, as well as office support services, and provides disabled employees withsuitable job opportunities. We hope that those employees engaged in agriculture
will, through using their abilities to make productive contributions to thebusiness, the Company, and the economy, develop a sense of fulfillment and
pride at being part of the workforce. Teijin Soleil is striving to expand markets
in the agriculture business with the aim of increasing revenue and bringing its
operating income into the black. The disability employment rate at Teijin, Teijin
Pharma, Teijin Healthcare, and Teijin Soleil was 2.62%, exceeding the
mandatory rate of 2.3%, as of March 2024.
Starting from 2017, the Company is addressing issues associated with LGBTQ+
employees by conducting a range of measures, such as: (1) announcing theCompany’s policy; (2) carrying out activities to raise employee awareness; (3)revising personnel and compensation systems to give consideration to such
employees; and (4) providing such employees with individual support. Having
implemented necessary actions for items (1) and (3), we are currently focusing
on the remaining issues, namely, employee awareness-raising activities andindividual support. In fiscal 2023, we held events to increase understanding ofissues faced by LGBTQ+ individuals and included this subject in the curriculumof level-based employee training programs. We are also seeing an increasing,albeit still small, number of LGBTQ+ employees seeking individual
consultation. In recognition of these efforts, we were awarded Gold in the
PRIDE Index organized by “work with Pride” for the fourth consecutive year.

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development (Updated)
The Company recognizes internal control as an essential mechanism for corporate activities, with the goals of1) raising the effectiveness and efficiency of business management, 2) ensuring the reliability of corporate
financial reporting, 3) promoting compliance with laws, regulations, and so forth concerning business
management, and 4) preserving assets so that they are acquired, used, and disposed of correctly.
The Company passed a resolution regarding the “Basic Policy for Establishment of Internal Control
Systems” at the Board of Directors meeting held on March 29, 2024. Below is a summary of this resolution,
the details of which can be viewed at the Company’s website(https://www.teijin.com/ir/management/governance/resolution/).
(1) System for Ensuring Compliance with Laws, Regulations and the Articles of Incorporation in the
Performance of Duties by Directors, Officers, and Employees of the Company and Its Subsidiaries
The Company has declared its basic principles of compliance in the Teijin Group “Corporate Governance
Guide.”-33-

To practice these basic principles, the Company shall establish systems and organizational structures that
ensure practical operation and thorough observation of the Teijin Group’s Corporate Philosophy, Code of
Conduct, Group Ethics Regulations and other related internal regulations.
The Company’s representative directors and other executives shall take the initiative and set good examples
in observing laws, regulations and the Articles of Incorporation, social rules and ethics, and shall promotecompliance education and awareness among directors, officers and employees of the Company and its
subsidiaries. In order to establish a compliance system across the entire Teijin Group, the Company has
appointed the Chief Sustainability Officer as the officer in charge of compliance.
All Directors, officers and employees of the Company and its subsidiaries are required to report to the Teijin
entity to which they belong or to the Company when they detect any violations of laws and regulations orother serious information concerning compliance, in accordance with Group Ethics Regulations and otherinternal regulations. The Chief Sustainability Officer shall direct and supervise investigations to confirm suchreported facts and, upon consultation with the CEO, determine appropriate measures.
The Company shall provide necessary means for directors, officers, employees and business partners to
directly report any violation or doubtful activities of non-compliance in the Company or its subsidiaries by
setting up and operating various types of reporting and consultation services. Such measures shall ensure thatthe anonymity of the caller is protected and that the caller does not suffer any disadvantageous treatment.
Important reports as well as measures taken by the relevant Teijin entities and their results shall be announced
as appropriate to, and shall be recognized by, all directors, officers and employees of the Company and its
subsidiaries.
The directors of the Company and its subsidiaries shall have their performance of duties audited by thestatutory auditors, and will respect any advice or recommendations received from the statutory auditors. The
Corporate Audit Department, directly supervised by the CEO, shall perform internal auditing of the TeijinGroup’s execution of business, conduct the evaluation of the internal control system, and propose its
improvement.
The Teijin Group shall maintain a resolute attitude toward pressure from antisocial forces, including demands
for payoffs from specific shareholders or interference by crime syndicates, and shall not allow suchinterference. The Chief Sustainability Officer shall be appointed as the person in charge of actions against
antisocial forces. The Chief Sustainability Officer shall establish action policies and other rules in consort
with the Chief Human Resources Officer and shall ensure observance of such policies and rules by directors,
officers and employees within the Company and its subsidiaries.
To strengthen the validity of the decisions to be made by the Board of Directors, in principle, at least four of
the Directors shall be independent outside directors satisfying the requirements for independence stipulatedby the Company.
(2) Regulations and Other Systems for Management of Risk of Loss of the Company and its
Subsidiaries
The Board of Directors of the Company shall practically operate the TRM system to deal with any kindof risks that might threaten the sustainable development of corporate activities. The TRM Committee
mainly targets both of operational and strategic risks of the Teijin Group and shall propose the TRM
basic policy, the TRM annual plan, etc. to the Board of Directors of the Company. The Chief
Sustainability Officer is in charge of establishing a cross-sectional risk management system regarding
operational risk of the Teijin Group, and shall identify problems and respond to a crisis when it occurs.
The CEO is in charge of assessing the strategic risk of the Teijin Group and shall provide the results asimportant judgement materials upon which managerial decisions are made at the Board of Directors of
the Company. And the Chief Sustainability Officer shall establish a system for the Teijin Group to ensurebusiness continuity in the event of disasters, the inappropriate performance of duties by directors,
officers or employees, and failure of critical IT systems.
(3) Systems for Ensuring that Duties by Directors and Officers of the Company and Its Subsidiaries
Are Performed Efficiently
The Company shall establish Group regulations to provide the necessary rules and guidelines for the Groupto ensure efficient business operations throughout the Teijin Group.
The Board of Directors of the Company shall have the representative directors and other executives conduct
the operation of the Company, and decisions for the items on which the representative directors and otherexecutives have been delegated decision-making powers shall be made by the organization and proceduresin accordance with the internal regulations.
These regulations shall be revised as necessary to reflect any revision and/or abolition of laws and regulations
and/or to increase the efficiency of the representative directors and other executives in executing their duties.
The Board of Directors of the Company shall organize the basic structure of the Teijin Group, and shallestablish efficient management, monitoring and oversight systems.
The Company shall formulate the Group Medium-term Management Plan, and each fiscal year it shallformulate short-term plans, Group-wide key management targets, and budgets, as well as carrying out
progress checks, in order to realize the Medium-term Management Plan.

-34-

(4) Systems for Ensuring that Proper Business Operations Are Conducted within the Teijin GroupThe Company shall establish Group Regulations to provide the necessary rules and guidelines for the Groupto ensure appropriate business operations throughout the Teijin Group.
Based on the Group regulations, each Group company shall establish its own regulations, and use appropriate
processes for deciding on important matters.
The Company shall discuss important matters concerning Teijin Group companies at its Group meetings andso forth, and shall require Teijin Group companies to make reports. The representative directors and otherexecutives shall provide the necessary instructions to ensure that the Teijin Group entities have appropriate
internal control systems.
The Corporate Audit Department of the Company shall operate or supervise internal audits of the TeijinGroup’s business operations and ensure the efficiency and validity of internal control functions over the entire
business of the Teijin Group.
Statutory auditors of the Company shall establish appropriate systems, such as those for close coordination
with the accounting auditors and Corporate Audit Department, to ensure effective and appropriate supervision
and auditing of the Group’s entire business operations.
To ensure the reliability of its financial reporting, the Company shall establish a company-wide internal
control system for the Teijin Group's financial reporting and individual operational processes, and shallproperly and efficiently operate and assess such system.
(5) Systems for the Preservation and Management of Information in Relation with the Directors’
Performance of Their Duties
Directors shall appropriately preserve and manage minutes of General Meetings of Shareholders, minutes ofBoard of Directors meetings, and other documents and important information concerning the performance of
their duties in accordance with relevant company regulations. The CEO is responsible for monitoring andsupervising the preservation and management of such documents and important information. Documents
concerning Directors’ performance of their duties shall be preserved for at least ten (10) years and shall beaccessible whenever necessary.
(6) Provisions Concerning Employees Assigned to Assist the Statutory Auditors in Performing Their
Duties, the Independence from Directors of Such Employees, and the Validity of Instructions Given to
Such Employees
The Company shall establish the Teijin Group Auditors Office under the direct control of full-time statutory
auditors and appoint two or more employees, in principle, to assist statutory auditors in performing theirduties. The members of Teijin Group Auditors Office may include statutory auditors of Teijin Group
companies performing concurrent duties; however, it shall not include corporate officers connected withperformance of duties at Teijin Group companies performing concurrent duties.
To secure the independence of members of the Teijin Group Auditors Office above, all decisions concerning
personnel measures regarding the members of the Teijin Group Auditors Office require the prior consent of
the full-time statutory auditors. The full-time statutory auditors shall assess the performance of the membersof the Teijin Group Auditors Office.
(7) System for Reporting to Statutory Auditors by Directors, Corporate Officers and Employees of theCompany and its Subsidiaries, and System for Other Reports to Statutory Auditors
The full-time statutory auditors shall attend the meetings of the Board of Directors and other important
meeting bodies of the Company, as well as those of the important meeting bodies of the main subsidiaries.
Representative directors and other executives shall report at the meetings of the Board of Directors and otherimportant meetings on their performance of duties with regard to the business operations, functions andsubsidiaries under their charge.
The directors, officers and employees of the Company and its subsidiaries shall immediately report to thestatutory auditors of the Company when they discover incidents that cause or may cause significant erosionof public trust in the Company, adverse effects on the performance of the Company, significant damage tothe internal or external environment, safety and health (ESH); or related to product liability, significant
violations of internal regulations, or other similar incidents. The directors, officers and employees of theCompany and its subsidiaries shall report on the business operations, functions, and subsidiaries under theircharge, when they deem it necessary to do so, or at the request of the statutory auditors of the Company, andshall cooperate with the investigations of the statutory auditors of the Company.
(8) System for Ensuring that Persons Reporting to the Statutory Auditors Are Not Subject to Unfair
Treatment Because of Such Reporting
The Teijin Group’s Ethics Regulations stipulate that no person shall be treated unfairly because of reportingor giving notice of illegal conduct and so forth.

-35-

(9) Policy Concerning Processing of Expenses and Obligations Arising with Respect to the Statutory
Auditors’ Performance of Duties, Prepayment of Expenses, and Reimbursement Procedures
The Company shall bear the expenses and obligations required for the statutory auditors’ performance of
duties, and shall promptly respond to requests for pre-payment of expenses in accordance with laws andregulations after checking the requests.
(10) Other System for Ensuring that the Audits of Statutory Auditors Are Conducted Effectively
To ensure transparency, the majority of statutory auditors shall be independent outside statutory auditors thatsatisfy the requirements for independence that the Company specifies.
The statutory auditors shall enter into advisory agreements with outside law firms in order for themselves andstatutory auditors of the Company and its subsidiaries to form independent opinions. When they consider it
necessary in the course of conducting audits, the statutory auditors can, at their own discretion, retain outsideadvisers, including Certified Public Accountants and other consultants.
2. Basic Views on Eliminating Anti-Social Forces (Updated)(1) Basic Views on Eliminating Anti-Social Forces
When conducting business activities, the Company observes the laws, regulations, and social norms ofthe country or region of operation, as well as international norms, and adopts a basic view of not having
any relationship with anti-social forces. This view is clearly stated in the Teijin Group’s “Code of
Conduct,” and is shared with all employees of the Teijin Group.
(2) Establishment Status of Internal Systems for Eliminating Anti-Social Forces(Specific Response Standards)
The Teijin Group’s “Code of Conduct” calls for employees not to have any involvement with anti-social
forces and to take a resolute attitude towards unwarranted violence and demands from such forces.
Specific response measures have been established in a “Countermeasure Manual for Violent Intervention
in Civil Affairs,” and this information has been circulated among all employees of the Teijin Group.
(Responding Department)
The Sustainability Development and Engagement Department and the General Administration
Department are responsible for overseeing a company-wide response, and the Chief Sustainability
Officer is to be in charge of the response.
(Information Collection and Management)
The Company establishes links with external specialist organizations, including membership in the Special
Violence Prevention Measures Association (TOKUBOUREN) and the Corporate Defense
Countermeasures Council. The Company also participates in lectures and other activities in an effort toproperly collect and manage information.
(Response to Unjustified Demands)
If the Company receives an unjustified demand from an anti-social force, the person in charge of thedepartment concerned is to contact the department responsible for overseeing the response. The
department responsible for overseeing the response is to make an organizational response, working incoordination with the department concerned and internal or external related parties including the police
to take all available steps to resist the demand under both civil and criminal law.
(Ensuring Circulation of Information to Group Employees)
To share the Company’s basic view on anti-social forces with all the Teijin Group employees, the “Corporate
Ethics Guideline” summarizing the “Code of Conduct” is distributed to all employees, and all employees study
the content of the Guideline during Corporate Ethics Month each year.

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

Not Adopted

Supplementary Explanation―――
2. Other Matters Concerning to Corporate Governance System (Updated)
1. The Corporate Governance System
Please see “The Teijin Group’s Corporate Governance System” below.
2. Overview of Timely Disclosure(1) Basic Policy on Information Disclosure
The Company has adopted a basic policy of conducting management with an emphasis on transparency
and fairness of management as well as disclosing information in a timely manner. The accountability of theCompany (information disclosure needed to fulfill accountability) is an integral part of corporate activities
for the business to prosper and enhance shareholder value, and the Company considers it appropriate togive complete and consistent explanations whenever needed. In disclosing information, the basic policy is
to disclose the same contents inside and outside Japan simultaneously.
Guided by this basic policy, the Company follows timely disclosure rules, internal regulations (Regulations
on Management of Group Insider Information, etc.) and so forth, in collecting, managing, and publishing
information.
Furthermore, the Company considers “appropriate and timely disclosure of financial information” to be an
important part of internal control along with “observing laws and regulations” and “risk management.” Inan effort to comply with the requests of investors, the Company has recognized enhancement of the internal
control system as an important management issue, and intends to promote the establishment of systems
while also keeping an eye on trends of legal and regulatory revisions.
(2) Internal Systems related to Timely Disclosure of Company Information◆Department in charge of timely disclosure:
Timely disclosure duties are the responsibility of the Chief Officer (Corporate Strategy), and are conductedby the IR Division.
◆Collection and management of information:
Under the Regulations on Management of Group Insider Information, when material facts (decisions,
events, financial report information, and so forth) arise at the Company and its subsidiaries, the division
concerned (in the case of financial report information, this is collected and analyzed by the Accounting
Division) contacts the Corporate Strategy Division, which manages the information and reports it to theCEO. At the same time, the Corporate Strategy Division contacts the IR Division, which is responsible forexternal publication and disclosure. Among material facts, material matters requiring a decision by the
Board of Directors, including matters stipulated by law, are decided by the Board of Directors.
◆Judgment on the materiality of information and judgment on the requirement for timely disclosure:The division concerned with the matter, the Corporate Strategy Division, and the IR Division discuss thematter in accordance with the timely disclosure rules and so forth to make a judgment.
◆Publication of information:
After it has been judged that an event needs to be published, or after an organizational decision regarding
decided matters and financial report information, the information is timely disclosed without delay.
◆System for monitoring internal control:
The internal control activities of each department are monitored and verified by means of audits conductedby the Board of Statutory Auditors in accordance with the Companies Act. In addition, the Committee of
Teijin Group Statutory Auditors, composing the statutory auditors of Group companies, forms a structurethat enhances the effectiveness of the monitoring and auditing of the entire Group which corresponds toGroup consolidated management, and can conduct fairer audits. Furthermore, the internal control divisionand the Corporate Audit Department check and audit the business execution status of the entire Group froma perspective of the effectiveness and efficiency of operating activities and the appropriateness in terms ofcompliance and so forth. The departments make reports and improvement proposals to the Board of
Directors, the CEO, and the presidents of each Group company. Through these internal control measures,
the Company ensures the appropriateness and timeliness of information that is published externally.

-37-

Reference: The Teijin Group’s Corporate Governance System-38-Attachment 1

Attendance of Individual Directors at Board of Directors Meetings and Main Topics and Matters
Deliberated
The Board of Directors met 13 times in fiscal 2023. The attendance of individual members and main topics andmatters deliberated are summarized as follows.
Attendance
Position / Name

Participation in the Board ofrate

Directors

Inside Director

Outside Director

Akimoto Uchikawa

13 times out of 13

100％

Eiji Ogawa

13 times out of 13

100％

Naohiko Moriyama

13 times out of 13

100％

Noboru Yamanishi *1

10 times out of 10

100％

Jun Suzuki *2

2 times out of 3

67％

Akihisa Nabeshima *2

3 times out of 3

100％

Toshiya Koyama *2

3 times out of 3

100％

Yoichi Suzuki

13 times out of 13

100％

Masaru Onishi

13 times out of 13

100％

Masaaki Tsuya

13 times out of 13

100％

Tamie Minami *1

10 times out of 10

100％

Yukako Uchinaga *2

3 times out of 3100％

*1. For the period from June 2023 at the time of assuming office to March 2024
*2. For the period from April 2023 to June 2023 at the time of leaving office

Main topics and matters deliberated
・Rethinking of the long-term vision and business portfolio for the future
・New medium-term management plan: Teijin Group Medium-Term Management
Plan 2024-2025
・Initiatives related to human capital/intellectual property
Management/businessstrategy

・Promotion of DX activities
・Rationality of parent-subsidiary listing・Priority strategic business investment projects
・Progress monitoring of priority investment projects, etc.
・Fiscal 2024 short-term management plans, etc.

-39-

・Evaluation of the effectiveness of the Board of Directors
・Internal control system operation evaluation result report and basic policy oninternal control system
Corporate governance・Submission of the corporate governance report・Status of cross-shareholdings
・Basic plan and annual plan for total risk management (TRM)
・BCP measures including those for supply chain operations
・Statutory Auditors’ audit plans, etc.
・Earnings results and forecasts

Earnings/IR/Shareholders’・Dividends from surplus

meeting・Status of stakeholder communication activities
・Summary of the annual meeting of shareholders, etc.

Appointment andcompensation of directors
and officers

・Assuming and leaving office of Teijin Group Corporate Officers and duties
assigned to each
・Compensation schemes and compensation amounts for Directors and TeijinGroup Corporate Officers, etc.

-40-

Attachment 2

Attendance of Individual Statutory Auditors at Board of Statutory Auditors Meetings and Priority Audit
Items
The Board of Statutory Auditors met 12 times in fiscal 2023. The attendance of individual members and priority
audit items are summarized as follows.
Attendance
Position / Name

Participation in the Board of Statutory

rate

Auditors
Full-time Statutory Masanori Shimai
AuditorOutside Statutory
Auditor

12 times out of 12

100％

Akio Nakaishi

12 times out of 12

100％

Hitomi Nakayama

12 times out of 12

100％

Jun Arima

12 times out of 12100％

Gen Ikegami *1

3 times out of 3100％

Koichi Tsuji *2

9 times out of 9100％

*1. For the period from April 2023 to June 2023 at the time of leaving office*2. For the period from June 2023 at the time of assuming office to March 2024

Priority audit items
Area of audit

Priority audit items
・Business operations and internal control situation of important overseas

Governancesubsidiaries
・Governance system for listed subsidiaries
・Response to the corporate governance code
・Response to social needs related to climate change, human rights, and otherissuesCorporate ethics/compliance・Establishment and operation of compliance systems (including whistleblowing
system)・Establishment and operation of internal control systems
・Measures to address human resources management (human capital) issues
・(Production related) Measures to prevent ESH-related accidents, establishment
and operation of production facilities and management systems

Risk management associated with・Actions to address information security risksbusiness operations

・Effectiveness of head office functions including that of the second line ofdefense・Status monitoring of preparations for voluntary application of IFRS (fiscal
2024)
・Medium- to long-term business portfolio (target setting and implementation

Risk management associated withprocess)

management strategies

・Monitoring as needed of the implementation of improvement plans at specified
businesses and companies-41-