Governance
Messages from Outside Directors

66

Corporate Governance68

Compliance and Risk Management

74

Executive Management Team76

Introduction

Future Vision andPath to Achieve It

Value Creation
Strategy

Sustainable
Management

Governance

Financial
Performance

Messages from Outside Directors

Shuichi Hoshi

The governance and monitoring of the Board of Directors has become even more important for

Outside Director

flexibly responding to changes in the operating environment and continuously growing together

the Group, which is working toward its 2030 Vision to “change into a wellness company” bywith all employees.
Outside directors are fully briefed on agenda items for meetings of the Board of Directors inadvance, and a system is in place to deepen their understanding of the industry and the internalsituation. This includes participating in management strategy meetings and conducting factory
tours. Meetings to exchange opinions with outside directors and statutory auditors are held on aregular basis to help outside directors express their opinions appropriately.
As an outside director, I will monitor the progress of projects in the overseas business and DX
promotion, which are priority challenges in the 2021 Medium-Term Business Plan, and confirm thepath toward the targets. In terms of human resources development, I will promote the progressof development plans and succession plans through the Officer Appointment and Remuneration
Committee. Furthermore, I will monitor sustainability activities led by the ESG Committee toensure that the Company responds appropriately to the diverse requests of stakeholders andadvances information disclosure.

Kuniko Urano

Over the past year, changes in the operating environment surrounding the Group, symbolized by

Outside Director

sound growth achieved through the efforts of all employees is proof that the Company’s ability tosoaring raw materials prices and exchange rate volatility, have been greater than expected. Yet,
respond to changes has steadily improved. Moreover, the Company has shared some direction for
the Group’s future growth, including a focus on the U.S. business where the Company is growing
its presence by maximizing the strengths of its products, as clearly set forth in the 2030 Visionof change into a wellness company. The core pillars are clear, and I believe that it is especially

Shuichi Hoshi

Naomi Eto

Kuniko Urano

Shinji Sakaki

Outside Director

Outside Director

Outside Director

Outside Director

important to make full use of the Group’s strengths, especially in the development and placementof human resources and in making timely investments.
I believe there are two fundamental aspects of decision-making and execution. First is frankly
discussing risks and opportunities at Board meetings, and second is sharing competitive strengths
with everyone. To that end, it is our responsibility as outside directors to support the Company
so that it can continue to boldly take on difficult challenges by incorporating perspectives fromdifferent industries and experiences. I will make every effort to contribute to the Group’s
development over the medium to long term.

Naomi Eto

This year, the final year of the 2021 Medium-Term Business Plan, I would like to encourage

Outside Director

Vision, especially the ideal state of our business portfolio to enhance corporate value in 2030 anddiscussions on business portfolio transformation as one of the basic policies for realizing the 2030
beyond.
Regardless of further globalization in the future, Japan’s population decline is a concern for theGroup’s sustainable growth, especially given our focus on the domestic business-to-consumer

In FY2022, the Company had to manage an extremely difficult situation due to multiple factors,

Outside Director

by Russia’s invasion of Ukraine, along with the yen’s depreciation.

such as the rising costs of raw materials procurement and the sharp rise in energy costs triggered
The Group has fostered a culture in which all internal and outside directors share andbusiness. On the other hand, as Morinaga aims to become a wellness company, new seeds of

discuss issues related to each business and management issue. Execution-side measures are

growth can be expected in response to the need to maintain and improve health related to Japan’s

implemented flexibly and speedily, and progress is being made with the shift to priority areas

aging population. I will support new challenges from an unparalleled standpoint to see how the

toward becoming a wellness company and the expansion of the overseas business sales ratio.

Group can create new growth businesses and contribute to solve social issues based on theGroup’s technical prowess and the trust of customers cultivated over its long history.

66

Shinji Sakaki

However, to realize the 2030 Vision of “change into a wellness company,” there are still
many business challenges to be cleared, and the Company needs to fulfill its social mission at a

The diversity of human resources is also a driving force for major transformation. In “promoting

high level, such as ESG and sustainability. To improve the sustainable growth curve as much as

diversity,” which is stated in the Company’s basic policy, my role is to encourage the appointment

possible, I would like to support the Company by making use of my experience in management,of diverse human resources, including women, to decision-making positions.

always thinking ahead without getting too caught up in the past.

Morinaga Group INTEGRATED REPORT 2023

67

Introduction

Corporate GovernanceFuture Vision andPath to Achieve It

Value Creation
Strategy

Sustainable
Management

Governance

Financial
Performance

For more detailed information, refer to our website for Corporate Governance and our Corporate Governance Report.
https://www.morinaga.co.jp/company/english/about/governance.html

Independence and Diversity of the Board of Directors

Corporate Governance Basic Policy

2. Management Monitoring Functions
We are working to build an effective internal control system bystrengthening the management monitoring functions of the Board of
Directors, appointing Outside Directors and Outside Statutory Auditors,
requiring attendance by Standing Statutory Auditors at important
meetings, and placing the Audit Division under the direct control of
the President.

1. Positioning of Stakeholders
To enable us to fulfill our social responsibility in all areas ofour business activities, we are committed to maintaining andfurther developing strong relationships with all stakeholders andpromoting appropriate collaboration in accordance with ourWhile respecting the independence of our subsidiaries, we endeavor tomaintain close ties among the Group’s member companies.

Corporate Governance System (as of June 29, 2023)

Internal

External

General meeting of shareholders

Accounting
AuditorAppointment/Dismissal

Appointment/Dismissal

Board of Statutory Auditors

Board of Directors

Comprises 4 Statutory Auditors

Comprises 11 Directorsof which 3 are Outside Statutory Auditors
Report/Cooperation

ReportingDirect control

Representative
Director

Audit
Division

Business
Execution
Meetings

Instruction/SupervisionInternal audit
Individual divisions/departments
and affiliated companies

1

Strengthening the management
supervision function of theBoard of Directors

The Board of Directors deliberates and makes
resolutions on management plans and otherimportant management matters and supervises
business execution. It also delegates authority
for less important business execution functions
other than matters resolved by the Board of
Directors to modestly separate management
supervision functions from business executionfunctions.
In addition, the Board of Directors evaluates
the contribution and performance of management through confirmation of the progress ofthe medium- to long-term business plans andstrengthens the management supervisionfunction.

68

POINT

2

Effectiveness of Board of Directors’deliberations and independence
and diversity of its composition

To ensure the effectiveness andefficiency of deliberations at theBoard of Directors, sufficient priordiscussions are made at the Officer
Appointment and Remuneration
Committee and various othercommittees (see diagram above).
In addition, in consideration of the
independence and diversity of thecomposition of the Board of Directors,
four of the 11 directors, or more than
one-third, are Outside Directors. The
Board of Directors also comprises
eight men and three women.

36.4%

4 out of 11

FemaleDirectors

27.3%

3 out of 11

The Company has established the Officer Appointment Policy andAppointment Procedures to appoint as officers human resources who
can sufficiently contribute to the creation of value for the Company.
An overview of the appointment policy for officers is presented below.
1. The Company’s Directors and Statutory Auditors shall be selectedfrom among personnel with expertise and experience in thevarious fields necessary to realize the purpose and vision of theMorinaga Group, taking into consideration diversity in terms ofnationality, gender, age, and other factors.
2. Executive Directors and Operating Officers shall be selected fromamong personnel who meet the Morinaga Group Management
Personnel Requirements (those who possess basic qualities,
personal qualities, leadership capability, a challenging spirit,
foresight and conceptual ability, execution ability, and the ability toutilize new technologies and fields) and who can contribute to thesustainable growth of the Morinaga Group.

3. Outside Directors shall be selected from among persons whomeet the Company’s independence standards as separately
determined and who can be expected to express appropriate
opinions and raise issues from an independent and objective
standpoint with respect to the Group’s management issues andother key concerns.
4. Statutory Auditors shall be selected from among persons who
can be expected to conduct accurate audits of the legality andappropriateness of business execution from an objective andneutral perspective by utilizing their knowledge and experience. At
least one of the Statutory Auditors shall be selected from among
persons with sufficient knowledge of finance and accounting, andOutside Statutory Auditors shall be selected from among persons
who meet the Company’s independence standards.

Partial delegation of authority

Internal audit

POINT

Comprises 5 Directorsof which 4 are Outside Directors

Inquiries/Reporting

Appointment/Dismissal
Supervision

Cooperation

Report/Cooperation

Officer Appointment andRemuneration Committeeof which 4 are Outside Directors
Audit

OutsideDirectors

Ratio ofFemale Directors

Officer Appointment Policy

3. Consistent Approach throughout the Group

Corporate Governance System and Features

Appointment/Dismissal

Ratio of
Outside Directors

corporate philosophy and the code of conduct in an effort toachieve co-existence with society and sustainable growth.

The Morinaga Group will strengthen its corporate governance withthe aim of maximizing corporate value and achieving enduringcorporate growth based on the basic policies of improving thesoundness and efficiency of management, ensuring the reliability of
its financial position, providing timely and appropriate disclosure of
information, complying with laws and regulations, and strengthening
the trust and relationships with all stakeholders.

POINT

3

Committees
Total Risk
Management Committee

IR Committee

Compliance
Committee

ESG Committee

Corporate Branding
Committee

Customer Relations
Committee

Enhancing the alignment of internal audits, corporate
audits, and accounting audits

The Standing Statutory Auditors hold regular meetings with the
Representative Director. They also attend meetings of the Boardof Directors and other important gatherings to audit the Directors’
performance of duties. Among cases delegated from the Boardof Directors to business execution departments, the Standing
Statutory Auditors perform audits on the approval application forimportant cases. Statutory Auditors conduct regular meetings withthe accounting auditor and the Standing Statutory Auditors with
the General Manager of the Audit Division, as well as meetings asneeded to exchange opinions and perform accounting and businessaudits using close collaboration.
Furthermore, the Audit Division strives to improve the effectiveness of internal audits by reporting directly not only to theRepresentative Director, President but also to the Board of Directors
and the Board of Statutory Auditors as appropriate.

Independence Standards
The Board of Directors formulated the Morinaga & Co., Ltd.
Independence Standards for officers and appointed independent
outside officers who meet the standards to ensure the independence

of officers while also considering the independence standards set byfinancial instruments exchanges.

Morinaga & Co., Ltd. Independence Standards
The Company determines that Outside Directors, Outside Statutory
Auditors, and candidates for these positions satisfy therequirements of independence if they do not fall under any of thefollowing items.
1. A party whose major client or supplier is the Morinaga Group or
an executive thereof;
specifically a party or the corporation to which the party belongs
for which sales in the most recent fiscal year to the Morinaga
Group accounted for 2% or more of its annual consolidated sales.
2. A major client or supplier of the Morinaga Group or an executive
thereof;specifically a party or the corporation to which the party belongs
for which sales in the most recent fiscal year from the Morinaga
Group accounted for 2% or more of the Company’s annual
consolidated sales.
3. A consultant, accounting professional, or legal professional who
receives a large amount of money or other assets from the Company

in addition to their remuneration as Director or Officer, or a member ofa corporation, organization or other entity that receives such assets.
A large amount of assets is defined as 2% of the annual
consolidated sales of the corporation or 10 million yen or more,whichever is higher, in the most recent fiscal year.
4. A party that has fallen under any of Items 1 through 3 above in thepast year.
5. A party that has been an Operating Officer of the Company or its
subsidiaries at the time of their appointment or any time within 10
years prior to their appointment.
6. A relative up to the second degree of kinship of a party described inany of Items 1 through 5 above.
7. A party who does not satisfy the Standards for Independence set
forth by the Tokyo Stock Exchange, or any other person who might
have a conflict of interest with the Company’s shareholders.
8. A person whose total term of office has been more than eight years.

Morinaga Group INTEGRATED REPORT 2023

69

Future Vision andPath to Achieve It

Introduction

Value Creation
Strategy

Sustainable
Management

Financial
Performance

GovernanceCorporate Governance

Main Deliberation Themes in FY2022

In addition, as the Company is expanding its business globally andfurther increasing the ratio of overseas sales is one of the pillars of its
business plan, the Company has set “global” as a necessary skill and“ESG and sustainability” as a skill necessary to address our future
medium- to long-term management issues and issues demanded
by society.

To realize the Group’s Purpose, Vision, 2030 Business Plan, andMedium-Term Business Plan, the Company selects candidates for
Director and Statutory Auditor with a good balance in terms of deep
knowledge and experience (corporate management and corporate
strategy, marketing, sales, research, production, and logistics) andspecialized skills (finance, accounting, human resources, labor affairs,
legal affairs, compliance, and risk management).

Specialty and Experience
Name

Position

Eijiro Ota

Representative
Director, President

Machiko Miyai
Shinya Mori
Daisuke Fujii
Takashi Hirakue
Hideki Matsunaga
Tetsuya Takagi

Director,
Managing
Executive Officer
Director,
Managing
Executive Officer
Director,
Managing
Executive Officer
Director,
Senior Executive
Officer
Director,
Senior Executive
Officer
Director,
Senior Executive
Officer

ESG
Sustainability

●

●

●

●

●

●

●

●

●

●

●

●

Marketing
Sales●

GlobalResearch
Production
Logistics

●

●

●

●

●

●

●

Director●

Kuniko Urano

Director●●

Shinji Sakaki

Director●●

Toshiaki Fukunaga

Statutory Auditor●

Takehiko Sasamori Statutory Auditor

●

●

●

●

●

●

To further strengthen corporate governance, the Board of Directors
conducts a self-evaluation of its effectiveness, analyzes the results,
and continuously strives for improvement.

1
●

●

●
●

●
●

●

●

●

●

●

●

●
●

Implementation: February and March 2023
Scope: All Directors, including Outside Officers,
and all Statutory Auditors

Composition, operation, and agenda of the Board of
Directors, nomination and remuneration of executive
management, risk management, dialogue withshareholders, system to support the Board of Directors,
and findings from past evaluations of the Board of Directors

●

●

2

SurveyMain themes of survey questions

●

●

●

Countermeasures against unauthorizedaccess and the information
management system● Operating status of the internal control
system● Compliance Committee report, Total
Risk Management Committee report●●of the agenda as appropriate and in advance. For part-time Statutory
Auditors, the full-time Statutory Auditor provides preliminary
explanations on the content of agenda items for each meeting.

As a result of the evaluation of the effectiveness of the Board of
Directors in FY2022, the Company confirmed that the effectivenessof the Board of Directors is continuously ensured and that it isfunctioning effectively. The details are as follows.

●

Results analysis as well as discussion andmonitoring by the Board of Directors

To ensure objectivity, surveys are aggregated and analyzed by athird-party organization (law firm).
After reporting the above analysis and evaluation results to the Boardof Directors, the Board of Directors evaluates the effectiveness, setspriority issues for the future, and discusses and implements
improvement measures based on these results.
At the Board of Directors meeting held every December, an interim
report and discussions are held on the status of initiatives for theseissues so that progress is monitored.

Issuesaddressed
in FY2022

Detailsof initiatives
implemented
in FY2022 toaddress issues

1

Further expansion of discussions
to step up risk management

1) Comprehensive understanding of risks throughout the Morinaga
Group (comprehensive understanding and listing by utilizing the
Total Risk Map and Risk Intelligence Map)
2) Risk assessment (the importance of risk is evaluated on athree-point scale based on the degree of impact and frequencyof occurrence)3) Consideration of ways to manage each risk
4) Establishment of a management system that can increase
effectiveness through the PDCA cycle

Board of Directors Activity Status

70

In FY2022, the Company established items for discussion astargets for deliberation at meetings of the Board of Directors as
an initiative to strengthen the monitoring function of the Board of
Directors. The Company shares information and holds discussions
on important management issues, such as the progress of businessplans, the progress of measures related to the focused domains/basic
domains, and the status of new business development initiatives.

3

Disclosure

Initiatives for past issues,
results of effectivenessevaluations, future issues, andother relevant issues aredisclosed in the notice ofconvocation of the General
Meeting of Shareholders,
corporate governance report,
and other outlets.

Evaluation Results and Initiatives to Increase Effectiveness●Note: The ● symbol is included in the relevant items if the officer possesses specialized knowledge and experience, such as having background as a business manager in each field.

The Board of Directors meets, in principle, once a month and asneeded.
In FY2022, Board of Directors meetings were held 15 times, witha total deliberation time of approximately 2,000 minutes. The maindeliberation themes in FY2022 can be found in the table on the next
page.

Financial measures (fundraising,investments, and shareholder returns)● Status of IT system renewal●

Method of Analysis and Evaluation●●

Evaluation of the effectiveness of
the Board of Directors● Status of cross-shareholdings● Officer personnel changes andremuneration● Group governance●Initiatives to Increase the Effectiveness of the Board of Directors●●

Shuichi Hoshi

Statutory Auditor

●

●

●

Sawako Ueno

Legal affairs
ComplianceRiskmanagement●

Director

Statutory Auditor

Human
resources
Labor affairs●

Naomi Eto

Koichi Sakaguchi

Finance
Accounting

Progress of business plans
Progress of the focused domains (“in-”and Frozen Desserts) and the basic
domains (Confectionery and Foodstuffs)● Status of the U.S. Business● Initiative to switch to smart factories● Activity status of committees including
the ESG Committee●

Finance and Investment

Compliance Risk Management

GovernanceTo further enhance the deliberations, prior to the meeting of theBoard of Directors, the Director in charge of the Corporate Strategy
Division provides Outside Directors with explanations of the content

Directors’ and Statutory Auditors’ Specialties and Experience (Skills Matrix)
Corporate
management
Corporate
strategyManagement Strategy
and Sustainability

ThemesDirectors’ and Statutory Auditors’ Specialties and Experience (Skills Matrix)●

Effectivenessevaluation
results for
FY2022
Issues to beaddressed
in FY2023

Risk management efforts have been enhanced, and the Company
has been able to make certain improvements and evolve. In the
future, the Group risk management system, including Group
companies, is expected to be further strengthened andenhanced.

1

Deepening discussions and initiatives on risk
management including Group companies

2

Strengthening of the function of the Board of
Directors as a monitoring board

1) Among the individual decision-making matters previously resolvedby the Board of Directors, those of less importance are delegatedto other meeting bodies, and part of the authority of Directors as
officers in charge is delegated to senior executive officers who do
not concurrently serve as Directors. As a result, it is now possible
for the Board of Directors to devote sufficient time to evaluating
management through confirmation of the progress of businessplans and discussing medium- to long-term issues.
2) Regarding the 2030 Business Plan and the 2021 Medium-TermBusiness Plan, the Board of Directors confirmed, evaluated, andreviewed the progress for each overall and strategic outline, anddiscussed issues.
●

Regarding the strengthening of the functions of the Board of
Directors as a monitoring board, the Company was able tostrengthen these functions to a certain extent through initiatives
such as the establishment of new items for discussion. In the
future, further discussions on medium- to long-term businessissues, including sustainability, are expected to be enhanced.

2

Further enhance discussions on medium- tolong-term business issues such as sustainability
and medium-term business plans

Morinaga Group INTEGRATED REPORT 2023

71

Introduction

Future Vision andPath to Achieve It

Value Creation
Strategy

Sustainable
Management

Financial
Performance

GovernanceCorporate Governance

Composition of the Officer Appointment and Remuneration Advisory Committee(Nomination Committee and Remuneration Committee) and Status of Activities
The Company established the Officer Appointment and Remuneration
Committee (renamed the Officer Appointment and Remuneration
Advisory Committee on March 23, 2023) as a voluntary committee
to review the nomination and remuneration of Directors. The Officer
Appointment and Remuneration Advisory Committee is composed of all
Outside Directors and the Representative Director, President, and thechairperson is elected from among Outside Directors who are membersof the committee, thereby ensuring the independence of the committee.
The Officer Appointment and Remuneration Advisory Committee aims
to strengthen corporate governance and improve transparency andobjectivity. The Committee deliberates on the appointment (selection)and dismissal of Directors, Statutory Auditors, and Operating Officers
at the senior level and above, as well as their rewards and punishments,and on succession planning for Directors and Operating Officers,
including the Representative Director, President, based on advice fromthe Board of Directors, and reports to the Board of Directors.

In addition, the Committee, under the delegation of the Board of
Directors, deliberates and decides on draft proposals prepared by the
Representative Director, President regarding the evaluation of Directors
and Operating Officers at the senior level and above and the amountof remuneration, etc., for individual Directors, and reports on its
decision-making process to the Board of Directors.

Officer Appointment and Remuneration Advisory Committee
Name

Position

Role

Shuichi Hoshi

Outside Director

Chairperson

Eijiro Ota

Representative Director, President

Committee member

Naomi Eto

Outside Director

Committee member

Kuniko Urano

Outside Director

Committee member

Shinji Sakaki

Outside Director

Committee member

In FY2022, the Officer Appointment and Remuneration Advisory Committee met three times. The main details of thedeliberations are as follows.
First
meeting

May
2022● Deliberation on candidates for substitute Statutory Auditor for FY2022
Details of● Deliberation on the amount of remuneration for individual Directors and Senior Executive Officers for FY2022
deliberations● Deliberation on concurrent postings of officers

Deliberation on candidates for Director for FY2023● Review of succession plan for the Representative Director, President
Details ofdeliberations ● Deliberation on candidates for Statutory Auditors for FY2023● Deliberation on promotion of Director, Managing Executive Officer for FY2023●

Secondmeeting

January2023

FebruaryThird
meeting
2023

Deliberation on promotion of Director, Managing Executive Officer for FY2023
Details of● Review of specialization, career experience, and diversity required of successors for Outside Directors
deliberations● Deliberation on policies related to the selection and remuneration of officers and revisions of regulations●

Basic Policy of Executive Remuneration and Determination Process
At the meeting of the Board of Directors held on February 10, 2021, theCompany resolved the policy on determination of remuneration for
individual Directors, and subsequently made partial amendments to thepolicy at the meeting of the Board of Directors held on March 23, 2023.

1. Executive Remuneration Basic Policy
The Company’s basic policy regarding the executive
remuneration system is as follows.
1) Contribute to the realization of the purpose and vision of theMorinaga Group.
2) Promote the realization of medium- to long-term business plans toenhance corporate value into the future.
3) Establish a system and standards that support appropriate risk-taking byDirectors and strengthen their motivation to contribute.
4) Ensure that the system is transparent, fair, and rational for stakeholders,and is determined through an appropriate process to ensure this.

2. Details of Executive Remuneration System(1) Structure and Payment Timing of Monetary Remuneration to Directors
1) Executive Directors(a) Basic compensation, consisting of two types of remuneration:
fixed remuneration (equivalent to 70%) and performance-linked
remuneration (equivalent to 30%), and a fixed amount is paid

72

monthly in cash, 10% of the basic compensation amount is paid
as stock compensation (non-monetary remuneration).
(b) Executive bonuses: Paid in a lump sum in cash in July following
the resolution by the General Meeting of Shareholders.
(c) Stock compensation (non-monetary remuneration): Paid
to Executive Directors upon their retirement (excluding
non-residents in Japan). Details are provided in “(5) Content
of Non-monetary Remuneration.”
2) Outside Directors and Statutory Auditors
In light of their role, basic compensation is fixed remuneration only,
and a fixed amount is paid in cash on a monthly basis.
(2) Policy on Determination of Basic Compensation
A standard amount is determined for each job title according to
responsibilities. The standard amount is set at a level that ensuresmarket competitiveness and strengthens the motivation of each
Director to make a contribution.
(3) Policy on Determination of Executive Bonuses
Executive bonuses are monetary remuneration according to job title,
responsibilities, performance, etc., and their payment is determinedfollowing the resolution by the General Meeting of Shareholders.
(4) Matters Concerning Performance-Linked Remuneration
The performance indicators for performance-linked remuneration for
the Representative Director, President are “the Group’s consolidated

operating income and ROE.” Those for Executive Directors otherthan the Representative Director, President are as follows: 15%of the 30% performance-linked remuneration included in basic
compensation is based on the Group’s consolidated operating income
and ROE, and the remaining 15% is based on individual performance
evaluations, including contributions to ESG initiatives.
(5) Content of Non-Monetary Remuneration
As non-monetary remuneration, Executive Directors are provided stockcompensation equivalent to 10% of the amount of basic compensation forthe purpose of motivating them to make contributions to an improvementof medium- to long-term performance and corporate value and sharing
profit awareness with shareholders.
Based on the performance-linked stock compensation plan approved at
the 170th Annual General Meeting of Shareholders, Executive Directors
receive points equivalent to 10% of their post-performance-linked basic
compensation each year. They also receive Company shares, etc., throughthe BIP trust, in proportion to the points accumulated, when they retire.

the Company’s business performance with reference to the
remuneration levels of companies in the same industry or of thesame size as the Morinaga Group.
2) With respect to the amount of remuneration for individual Directors,
the Officer Appointment and Remuneration Advisory Committee
deliberates and determines draft proposals on the amount ofcompensation for individual Directors, including performance
evaluations prepared by the Representative Director, President, andreports on its decision-making process to the Board of Directors.
(2) Executive Bonuses
1) In consultation with the Board of Directors, the Officer
Appointment and Remuneration Advisory Committee deliberates
on whether it is appropriate to propose the payment of bonuses to
Directors and Statutory Auditors to the Annual General Meeting of
Shareholders, and when determining it to be appropriate, reports
to the Board of Directors together with the proposed payment
amount, and the Board of Directors approves.
2) The total amount will be paid upon resolution of the General
Meeting of Shareholders.

3. Policy on Determination of Remuneration for Individual Directors(1) Amount of Remuneration for Individual Directors
1) The level of basic compensation is verified by the Officer
Appointment and Remuneration Advisory Committee based on

Total Amount of Remuneration for Directors and Statutory Auditors in FY2022
Total Amount of
Remuneration(Million yen)

Directors (Outside Directors)
Statutory Auditors(Outside Statutory Auditors)

Category

Total Amount by Type of Remuneration (Million yen)
Monetary Remuneration
Non-Monetary Remuneration

Number of
Persons

Fixed Remuneration

Performance-BasedRemuneration

Compensation based on the Board
Incentive Plan (BIP) (performance-linked)

251
（39）

169 (39)55 (–)

25 (–)

13 (5)

56（34）

56 (34)

− (–)

− (–)

5 (3)

Main Committee Activity Status
Name of Committee

Chairperson

Main Agenda

Total Risk Management Committee

Representative Director,
President

1) Build and promote a company-wide risk management system
2) Build and promote a total risk management system

Compliance Committee

Representative Director,
President

1) Build and promote compliance management and deliberate and implement therelevant initiatives2) Establish and promote compliance action plans

ESG Committee

Representative Director,
President

1) Deliberate on policies, targets, actions, and KPIs related to sustainable management
2) Follow up on action and KPI progress3) Share, propose, and deliberate on the establishment of subcommittees and agendas
4) Deliberate on the publication of integrated reports

IR Committee

Representative Director,
President

1) Timely and appropriate information disclosure2) Communication approach with shareholders
3) Measures for improvement of shareholder value

Cross-Shareholdings
At the Board of Directors, the Company quantitatively evaluates once
every year whether the dividend level and trading profit of each of thestocks held for purposes other than pure investment, so-calledcross-holdings, are commensurate with the cost of capital, andassesses whether such holdings are rational, by taking into accountthe qualitative evaluations. These evaluations include the purposes ofholdings and the medium- to long-term prospect of trading relationships
with the companies in which the Company holds such shares.
Based on these evaluations, it is the Company’s policy to determine
the necessity of each cross-shareholding and reduce such holdings. In

FY2022, the Company sold all its shares of two stocks and some ofits shares in one stock. As a result, the ratio of cross-shareholdings(market value) to consolidated net assets stood at 8%.
With respect to exercising voting rights related to shares held as
cross-holdings, the Company determines approval or disapproval for
proposals by each individual stock. These decisions are made after
considering from the viewpoints of whether the proposal in question
will impose a negative impact on the relationship and trading with
the Group, or whether significant concerns have arisen on corporate
governance.
Morinaga Group INTEGRATED REPORT 2023

73

Introduction

Future Vision andPath to Achieve It

Value Creation
Strategy

Sustainable
Management

Financial
Performance

GovernanceCompliance and Risk Management
Risk Management System and Risk Identification

Compliance

Basic Philosophy
Based on the recognition that compliance is a priority issue for all
business activities, we have formulated the Morinaga Group Codeof Conduct and Standards of Behavior, under which the Group is
promoting compliance initiatives.

Compliance System

Actual Compliance Training Sessions (FY2022)

In addition to formulating the Compliance Regulations, theGroup has established the Compliance Committee, chaired by
the Representative Director, President, to build and promotecompliance management. The Group takes strict measures in theevent of a compliance violation, including disciplinary action andpunishment, based on internal regulations.

Morinaga Group Compliance Management System
Compliance
Committee

Cooperation

Lawyers and labor union
representatives are included● Advisors (Statutory Auditors)
are included
Note: Responsible for crisis response
in case of an emergency

Individual divisions,departments, offices, and affiliates●

Establishment

Compliance supervisor
Cooperation

Reporting(users’ identity is
kept anonymous)

Helpline

Cooperation

Point of contact for consultation
Internal (General Affairs Division,
Morinaga & Co., Ltd.)● Internal (Standing Statutory Auditor,
Morinaga & Co., Ltd.)● External (All Morinaga Labor Union)● External (Designated legal counsel)

Compliancepromotion leader
Response●

Consultation

Consultation
Response

also conducted the annual compliance questionnaire for all
employees working at domestic Group companies. This questionnaire
helps us to identify the Group’s level of compliance as well as planand execute measures to remedy issues. The results of these efforts
by the Compliance Committee are reported to the Board of Directors
in a timely manner.

Employees working at Group
companies in Japan

Efforts in FY2022
With the aim of embedding a compliance culture into theorganization, we display the Morinaga Group Code of Conduct andStandards of Behavior on panels in each office and distribute booklets
to raise awareness among all employees. In FY2022, we conductedvarious compliance training at the headquarters and individual offices
in addition to training by job class, including that for new recruits. We

Name ofTraining

Targets

Number of Participants(running total)

Training by
job classNumbers of applicable
employees from each year
and position applicable237

Training by
workplace

Employees of Morinaga andGroup companies

850

Officertraining

Directors and statutory auditors(at least once annually)

13

Based on the Total Risk Management Regulations, theGroup identifies assumed risks, evaluates the impact andfrequency of risks, creates a Total Risk Map, and determines
the priority of risk responses. We implement the PDCA
cycle in which the divisions that plan and execute risk
countermeasures are clarified, and the planning divisions
formulate risk countermeasures, monitor the status of
implementation, create improvement measures, and reportto the Total Risk Management Committee. In addition, toensure business continuity in the event of a disaster, we
conduct regular revisions of the business continuity
management (BCM) of mainstay products to ensure smooth
operation of such management. The Total Risk Management
Committee reports the results of these initiatives and otherinformation to the Board of Directors.

Total Risk Management System
Board of Directors
Inquiries
Total Risk Management Committee
Approval of management action plans
Approval of final reports

Response
●

●

●

●

●

Chairperson: Representative Director, President
Members: officers in charge of main divisions
Advisor: Standing Statutory Auditor
ReportingTotal Risk Management Committee Secretariat
●

●

●

●

Thorough risk management planning
Identification and assessment of risks
Determination of risks requiring increased responses
Planning and review of risk responses●

Monitoring

Instructions for implementation●

Preparation of
final report
Summarizing of
improvement
measuresReporting

Reporting

Planning division
Planning of risk responses

Instructions for implementation
Executing division

Monitoring

Formulation of
improvement
measuresReportingExecution for risk response

Main Risks Facing the Group and Responses

In addition, we provide training videos and compliance informationon our company-wide intranet in an effort to increase awareness ofcompliance.

Operation of the Whistleblower
System
We established a helpline as a point of contact to report complianceviolations and review consultations regarding compliance. We have
set up four contact points, both internal (General Affairs Division andStanding Statutory Auditor) and external (labor union and law firm),
to handle not only compliance violations that affect the whistleblower
but also violations witnessed by others or potential violations with
ambiguity. We have appointed both male and female lawyers for thishotline, widening the options for those seeking consultation. In
FY2022, there were 29 consultations received by the helpline
Group-wide. In June 2022, we established the Whistleblower
Regulations, carving out and expanding upon provisions previously
found in the Compliance Regulations. In addition to adding a Standing
Statutory Auditor to the consultation points, the helpline has been
made available to officers and former employees (including temporary
employees) within one year of leaving the Company. In this manner,
we will further strive to detect and correct violations of laws andregulations at an early stage.

■ Important Risks from a Short- to Medium-Term Perspective
Risk Item

Cost burden and damage to social credibility due to a large-scale
recall attributed to unforeseen quality accidents or product liability
compensation●●

Suspension or delay of product production due to factory inoperability
caused by a disaster or other unforeseen event●●

Fluctuations in raw material prices and procurement shortfalls due tothe following factors:▶Fluctuations in the exchange rate ▶Crop failure due to global warming andunseasonable weather ▶Global spread of infectious diseases, political instability
in the country of origin, conflicts, and other uncertainties ▶Rising crude oil
prices ▶Increase in labor unit price and logistics costs due to labor shortages

Food safety
Production system

Raw materials
procurement

Weather, natural
disasters, and other
unforeseen
circumstances
Infectious diseases
and the changes
they cause
Leakage of corporate
and/or personal
information
Business expansion
into overseas
markets

Response by the Morinaga Group

Assumed Risk
●

●
●

●
●

●

Reduced purchasing opportunities due to weather conditions
Supply chain stagnation due to large-scale natural disasters

Supply chain stagnation due to pandemics of infectious diseases
Changes in consumer lifestyles, preferences, and purchasing behavior
Unexpected leakage of important information due to unauthorizedaccess or other breaches, and in that case, suspension of businessactivities, occurrence of large costs, and damage to credibility●

Occurrence of unforeseeable circumstances due to the following events:▶War or terrorism ▶Political or social change ▶Business practices▶Changes in legal regulations and tax system of each country/region▶Sudden fluctuations in the exchange rate●

Litigation or punishment for violating laws and regulations, and loss oftrust from stakeholders as well as damage to reputation and brandvalue, due to social sanctions●

Occurrence of an accident that threatens the life or health of an
employee, and loss of valuable human resources (e.g., accidents
during manufacturing operations, traffic accidents, overseas
assignments)

Formulation of the Quality Policy and Quality Assurance Rules and establishment of a systematic quality
assurance system● Establishment of Crisis Management Response in preparation for the occurrence of quality incidents
Maintaining production of mainstay products and implementing measures to restart following business
continuity management (BCM)

Execution of foreign exchange contracts and other measures to hedge against exchange rate volatility
Decentralization and diversification of production areas and supplier procurement bases● Maintaining appropriate inventory● Promotion of sustainability of important raw materials and sustainability initiatives by suppliers●●

Establishment of production and supply systems to ensure that product supply does not stagnate
Demand prediction and production management based on information collection and analysis● Ensuring the safety and asset protection of employees and related parties in the event of a disaster
●
●

●
●

●

●

Establishment of production and supply systems to ensure that product supply does not stagnate
Continuous research and analysis of changes in consumer behavior and preferences, and development ofa product research-and-development system to meet new demand
Implementation of a 24-hour monitoring system by the Security Operation Center and development of aninternal management system
Thorough fact-finding and investigation of causes when information leakage occurs, measures to preventthe spread of damage, prompt announcement, and implementation of measures to prevent recurrence

Review of strategies through information collection in each country and region, flexible changes to productsupply bases, and provision of appropriate guidance and audits to overseas subsidiaries● Strengthening of business management and risk management systems of subsidiaries●

Stipulation of compliance with laws, regulations, social norms, and the fulfillment of corporate social
responsibilities in the Morinaga Group Code of Conduct and Standards of Behavior, Human Rights Policy, Tax
Policy, and Anti-Bribery Policy and other guidelines● Establishment of a system to respond promptly and appropriately in accordance with laws and regulations
when risks are recognized●Corporate social
responsibility

Occupational
injuries
Investment inproperty, plant,
and equipment●

Failure to obtain results as anticipated and planned at the initial stageof investment, decline in business profitability, and occurrence ofimpairment losses on property, plant, and equipment

●

●

●

Establishment of the Morinaga Group Occupational Health and Safety Policy; Dissemination of information
inside and outside the Company, and promotion of a safe and comfortable work environment
Labor-management meetings on safety measures to share information on occupational accidents and takemeasures to prevent accidents
Implementation of investment management in accordance with investment management regulations■ Important Risks from a Medium- to Long-Term Perspective
Risk Item

Risk Management

Secure and foster
human resources

Basic Philosophy
The Morinaga Group conducts Total Risk Management by identifying
not only apparent risks but also risks that potentially exist in its

74●

Climate change

business activities and takes appropriate measures against thoserisks.

Response by the Morinaga Group

Assumed Risk●

Decline in market competitiveness due to delays in securing anddeveloping appropriate human resources and developing systems andenvironments that enable diverse human resources to demonstrate
their abilities and play an active role
Impact on business continuity, performance, and financial status forthe medium to long term in the entire value chain from raw materials
procurement to consumer purchasing behavior

●

●

●
●

Establishment of the Morinaga Group Diversity and Inclusion Policy, dissemination of it among employees, andpenetration through education
Securing and developing human resources based on expertise and global perspectives
Efforts for global environmental conservation and achieving a resource recycling society
Enhancing the management of sustainability issues

For more detailed information, please refer to our corporate website.
▶ https://pdf.irpocket.com/C2201/KSWQ/A8DT/ohGR.pdf (Japanese only)
Morinaga Group INTEGRATED REPORT 2023

75

Future Vision andPath to Achieve It

Introduction

Value Creation
Strategy

Sustainable
Management

Governance

Financial
Performance

Executive Management Team(as of June 29, 2023)

Directors

Eijiro Ota
Representative Director, President〈Significant concurrent positions〉
President of Morinaga AngelFoundation
President of All Nippon Kashi
Association

Shinya Mori
Director, Managing Executive Officer

Takashi Hirakue
Director, Senior Executive Officer

Tetsuya Takagi
Director, Senior Executive Officer〈Significant concurrent positions〉
Representative Director, President ofMorinaga Finance Co., Ltd.

76

Term of office as a director: 12 years
Board of Directors meeting attendance: 15/15 times
Responsibilities: Audit Division and Sales Headquarters
Number of shares of the Company owned (of which,
to be issued as stock compensation): 18,878 (7,978)
Career summary
Apr. 1982 Joined Morinaga & Co., Ltd.
Jun. 2011 Director, Commissioned General Manager ofFrozen Dessert Business Headquarters of theCompany
Apr. 2014 Commissioned General Manager of Sales
Headquarters of the Company
Jun. 2014 Director, Senior Executive Officer of theCompany
Jun. 2015 Director, Managing Executive Officer of theCompany
Jun. 2017 Director, Senior Managing Executive Officer of
the Company
Jun. 2019 Representative Director, President of theCompany (present)
Jun. 2020 President of Morinaga Angel Foundation(present)
Jun. 2021 President of All Nippon Kashi Association(present)

Term of office as a director: 4 years
Board of Directors meeting attendance: 15/15 times
Responsibilities: R&D Center, New Business
Development Division, Direct Marketing Division
Number of shares of the Company owned (of which,
to be issued as stock compensation): 4,772 (2,572)
Career summary
Apr. 1984 Joined Morinaga & Co., Ltd.
Jun. 2013 General Manager of Health Care Business
Headquarters of the Company
Apr. 2016 Executive Officer, General Manager of HealthBusiness Headquarters of the Company
Apr. 2018 Executive Officer, Deputy General Manager of
R&D Center of the Company
Jan. 2019 Executive Officer, General Manager of R&D
Center of the Company
Jun. 2019 Director, Senior Executive Officer of theCompany
Commissioned General Manager of R&D
CenterJun. 2023 Director, Managing Executive Officer of theCompany (present)

Term of office as a director: 13 years
Board of Directors meeting attendance: 15/15 times
Responsibilities: Logistics Division, DX Promotion
Division
Number of shares of the Company owned (of which,
to be issued as stock compensation): 12,066 (3,366)
Career summary
Apr. 1984 Joined Morinaga & Co., Ltd.
Jun. 2008 Senior Executive Officer, General Manager ofFrozen Dessert Business Headquarters of theCompany
Apr. 2009 Senior Executive Officer, General Manager ofConfectionery Business Headquarters of theCompany
Jun. 2010 Director, Commissioned General Manager ofConfectionery Business Headquarters of theCompany
Jun. 2013 Commissioned General Manager of Foodstuff
Business Headquarters of the Company
Apr. 2014 Commissioned General Manager of Marketing
Headquarters of the Company
Jun. 2014 Director, Senior Executive Officer of theCompany (present)
Jun. 2018 Commissioned General Manager of Production
Headquarters of the Company

Term of office as a director: 1 year
Board of Directors meeting attendance: 11/11 times
Responsibilities: Accounting Division, Corporate
Communications Division
Number of shares of the Company owned (of which,
to be issued as stock compensation): 893 (693)
Career summary
Apr. 1986 Joined Fuji Xerox Co., Ltd. (currently FUJIFILM
Business Innovation Corp.)
Jul. 2015 Corporate Vice President, General Manager ofCorporate Planning Division of Fuji Xerox Co.,
Ltd.
Jul. 2017 Executive Counselor of Fuji Xerox Co., Ltd.
Apr. 2018 Managing Executive Officer, responsible(deputy) for Corporate Planning Division of
UNIZO Holdings Company, Limited.
Jul. 2019 Chief Financial Officer, Director & Group
Executive of Twinbird Corporation
Nov. 2021 Joined Morinaga & Co., Ltd.
Apr. 2022 Senior Executive Officer of the Company
Jun. 2022 Director, Senior Executive Officer of theCompany (present)
Representative Director, President of Morinaga
Finance Co., Ltd. (present)

Machiko Miyai
Director, Managing Executive Officer〈Significant concurrent positions〉
Chairperson of Sustainability ForumJapan
Outside Director, SEKISUI CHEMICAL
CO., LTD.

Daisuke Fujii
Director, Managing Executive Officer

Hideki Matsunaga
Director, Senior Executive Officer

Term of office as a director: 9 years
Board of Directors meeting attendance: 15/15 times
Responsibilities: Sustainable Management Division,
Quality Assurance Division, Customer Service Center
Number of shares of the Company owned (of which,
to be issued as stock compensation): 5,932 (3,832)
Career summary
Apr. 1983 Joined Matsushita Electric Industrial Co., Ltd.
(currently Panasonic Corporation)
Apr. 2011 Officer, General Manager of Environment
Headquarters and Power Saving Headquartersof Panasonic Corporation
Oct. 2012 Officer, responsible for Future Life Research,
R&D Headquarters of Panasonic Corporation
Jun. 2014 Outside Director of Morinaga & Co., Ltd.
Dec.2014 Outside Director of KATO SANGYO CO., LTD.
May 2015 Outside Director of YOSHINOYA HOLDINGS
CO., LTD.
Jun. 2018 Director, Managing Executive Officer of theCompany (present)
Commissioned General Manager of Marketing
Headquarters
Feb. 2019 Chairperson of Sustainability Forum Japan(present)
Apr. 2022 Auditor of Ochanomizu University (present)
Jun. 2022 Outside Director of SEKISUI CHEMICAL CO.,LTD. (present)

Term of office as a director: 4 years
Board of Directors meeting attendance: 15/15 times
Responsibilities: Corporate Strategy Division, General
Affairs Division, Strategic Investment & Alliance Division
Number of shares of the Company owned (of which,
to be issued as stock compensation): 3,992 (2,592)
Career summary
Apr. 1987 Joined Morinaga & Co., Ltd.
Apr. 2018 General Manager of General Affairs Division of
the Company
Apr. 2019 Executive Officer, General Manager of General
Affairs Division of the Company
Jun. 2019 Director, Senior Executive Officer of theCompany
Aug.2019 Commissioned General Manager of Corporate
Strategy Division of the Company
Jul. 2022 Commissioned General Manager of General
Affairs Division of the Company
Sep. 2022 Commissioned General Manager of Strategic
Investment & Alliance Division of the Company(present)
Jun. 2023 Director, Managing Executive Officer of theCompany (present)

Term of office as a director: 1 year
Board of Directors meeting attendance: 11/11 times
Responsibilities: Marketing Headquarters
Number of shares of the Company owned (of which,
to be issued as stock compensation): 6,293 (693)
Career summary
Apr. 1990 Joined Morinaga & Co., Ltd.
Oct. 2010 General Manager of Area Sales Division ofConfectionery and Foodstuff Sales Division of
the Company
Apr. 2014 General Manager of Sales Strategy Division ofSales Headquarters of the Company
Apr. 2018 Executive Officer, General Manager of Sales
Strategy Division of Sales Headquarters of theCompany
Apr. 2019 Executive Officer, General Manager ofConfectionery and Foodstuff Sales Division ofSales Headquarters of the Company
Oct. 2019 Executive Officer, General Manager of Sales
Headquarters of the Company
Apr. 2021 Senior Executive Officer, General Manager ofSales Headquarters of the Company
Apr. 2022 Senior Executive Officer, General Manager ofMarketing Headquarters of the Company
Jun. 2022 Director, Senior Executive Officer of theCompany (present)
Commissioned General Manager of Marketing
Headquarters (present)

Naomi Eto
Outside Director (Independent Officer)〈Significant concurrent positions〉
Outside Director, The Nisshin OilliO
Group, Ltd.
Outside Director, NIPPON YAKIN
KOGYO CO., LTD.

Kuniko Urano
Outside Director (Independent Officer)〈Significant concurrent positions〉
Outside Director, Yokogawa Electric
Corporation
Outside Director, NIPPON STEELCORPORATION

Term of office as a director: 3 years
Board of Directors meeting attendance: 15/15 times
Number of shares of the Company owned: 1,000

Term of office as a director: 3 years
Board of Directors meeting attendance: 13/15 times
Number of shares of the Company owned: 2,000

Career summary

Career summary

Apr. 1979 Joined Bridgestone Tire Co., Ltd. (currently
Bridgestone Corporation)
Mar. 2009 Executive Officer, responsible for General
Affairs and Corporate Communications ofBridgestone Corporation
Jun. 2014 Director, General Manager of Group CC
Headquarters of ZENSHO HOLDINGS CO., LTD.
Jan. 2015 Director, General Manager of Group General Affairs
Headquarters of ZENSHO HOLDINGS CO., LTD.
Jun. 2020 Outside Director of Morinaga & Co., Ltd. (present)
Jun. 2022 Outside Director of The Nisshin OilliO Group, Ltd. (present)
Jun. 2022 Outside Director of NIPPON YAKIN KOGYO
CO., LTD. (present)

Apr. 1979 Joined ITOCHU Corporation
Sep. 1998 Director of Family Corporation Co., Ltd.
(currently NIPPON ACCESS, INC.)
Dec. 2002 Director of Yukijirushi Access Co., Ltd. (currently
NIPPON ACCESS, INC.)
Apr. 2010 Executive Officer of ITOCHU Corporation
Jun. 2013 President, Representative Director of
ITOCHU-SHOKUHIN Co., Ltd.
Mar. 2019 Outside Director of SBS Holdings, Inc.
Jun. 2020 Outside Director of Morinaga & Co., Ltd.
(present)

Reason for appointment
Ms. Eto has business experience accumulated in the
manufacturing industry and a wealth of experience as an
executive in the retail industry. Based on this experience,
she provides objective and neutral advice on overallmanagement from a broad perspective that extends
beyond the Company’s industry.

Shuichi Hoshi
Outside Director (Independent Officer)〈Significant concurrent positions〉
Outside Director, SBS Holdings, Inc.

Reason for appointment

Mr. Hoshi has a wealth of experience as an executive inthe wholesale industry, and based on this experience,
he provides objective and neutral advice on overallmanagement from a broad perspective that extends
beyond the Company’s industry.

Term of office as a director: 2 years
Board of Directors meeting attendance: 15/15 times
Number of shares of the Company owned: 0

Term of office as a director: 1 year
Board of Directors meeting attendance: 11/11 times
Number of shares of the Company owned: 0

Career summary

Career summary

Apr. 1979 Joined Komatsu Ltd.
Apr. 2014 Executive Officer, General Manager of Human
Resources Division of Komatsu Ltd.
Apr. 2016 Managing Executive Officer, General Manager
of Human Resources Division of Komatsu Ltd.
Jun. 2018 Director, Managing Executive Officer ofKomatsu Ltd.
Jun. 2021 Outside Director of Yokogawa Electric
Corporation (present)
Jun. 2021 Outside Director of Morinaga & Co., Ltd.
(present)
Jun. 2022 Outside Director of NIPPON STEELCORPORATION (present)

Reason for appointment
Ms. Urano has a wealth of experience as an executive inthe machinery industry, and based on this experience,
she provides objective and neutral advice on overallmanagement from a broad perspective that extends
beyond the Company’s industry.

Shinji Sakaki

Apr. 1980 Joined TOKYU LAND CORPORATION
Apr. 2006 Executive Officer and General Manager of Corporate
Planning Division of TOKYU LAND CORPORATION
Jun. 2007 Director and Managing Executive Officer of
Tokyu Hands Inc. (currently Hands Inc.)
Apr. 2011 Representative Director and President of Tokyu
Hands Inc.
Jun. 2014 Director of Tokyu Fudosan Holdings Corporation
Apr. 2015 Representative Director and President of Tokyu
Livable, Inc.
Apr. 2019 Director and Chairperson of Tokyu Livable, Inc.
Mar. 2022 Advisor of Tokyu Livable, Inc. (present)
May 2022 Outside Director (Audit and Supervisory
Committee Member) of SAN-A CO., LTD. (present)
Jun. 2022 Outside Director of Morinaga & Co., Ltd. (present)

Outside Director (Independent Officer)

Reason for appointment〈Significant concurrent positions〉
Outside Director (Audit andSupervisory Committee Member),
SAN-A CO., LTD.

Mr. Sakaki has a wealth of experience as an executive
in the retail and real estate industries, and based on thisexperience, he provides objective and neutral advice
on overall management from a broad perspective that
extends beyond the Company’s industry.

Statutory Auditors
Board of Statutory Auditors meeting attendance: –Board of Directors meeting attendance: –Number of shares of the Company owned: 0

Board of Statutory Auditors meeting attendance: 12/12
times
Board of Directors meeting attendance: 11/11 times
Number of shares of the Company owned: 2,200

Career summary

Career summary

Toshiaki Fukunaga
Standing Statutory Auditor

Apr. 1982 Joined Morinaga & Co., Ltd.
Jun. 2006 Executive Officer, General Manager ofDevelopment Planning Office of R&D Center of
the Company
Jun. 2011 Executive Officer, General Manager of Chukyo
Factory of the Company
Jan. 2014 Representative Director, President of Morinaga
America Foods, Inc.
Apr. 2017 Executive Officer, General Manager of R&D
Center of Morinaga & Co., Ltd.
Jun. 2017 Director, Senior Executive Officer,
Commissioned General Manager of R&D
Center of Morinaga & Co., Ltd.
Jan. 2019 Representative Director, President of Morinaga
America Foods, Inc.
Jun. 2022 Standing Statutory Auditor of Morinaga & Co.,
Ltd. (present)

Apr. 1985 Joined Mitsubishi Corporation
Sep. 2007 Director of PT Krama Yudha Tiga Berlian Motors (Indonesia)
Jun. 2013 Director, Executive Officer of NIHONSHOKUHIN KAKO CO., LTD.
Apr. 2017 General Manager of Risk Management Officeof Mitsubishi Corporation
Apr. 2018 Division General Manager of Corporate
Planning Division of Toyo Tire & Rubber Co.,
Ltd. (currently Toyo Tire Corporation)
Jan. 2019 Corporate Officer of Toyo Tire & Rubber Co., Ltd.
Mar. 2019 Director of Toyo Tire & Rubber Co., Ltd.
Jun. 2023 Standing Outside Statutory Auditor ofMorinaga & Co., Ltd. (present)

Takehiko Sasamori Reason for appointment
Standing Outside Statutory Auditor(Independent Officer)

Board of Statutory Auditors meeting attendance: 16/16
times
Board of Directors meeting attendance: 15/15 times
Number of shares of the Company owned: 0

Board of Statutory Auditors meeting attendance: –Board of Directors meeting attendance: –Number of shares of the Company owned: 0

Career summary

Career summary
Apr. 1979 Registered as an attorney and joined Tamiya &Tsutsumi Law Office
Apr. 1985 Established Sakaguchi & Takanaka Law Office(renamed Legal Plaza Law Office in April 1998)
Sep. 2000 Appointed Judge of Tokyo District Court
Sep. 2013 Chief Judge of Akita District Family Court
Nov. 2015 Registered as an attorney and joined Kato Sogo
Law Office (currently GINGA LAW OFFICE)(present)
Jun. 2016 Outside Statutory Auditor of Morinaga & Co.,
Ltd. (present)

Koichi Sakaguchi
Outside Statutory Auditor(Independent Officer)〈Significant concurrent positions〉
Attorney (GINGA LAW OFFICE)

Reason for appointment
Mr. Sakaguchi has a high level of expertise and experience
as a judge and attorney. He provides objective and neutral
audits from a broad perspective that extends beyond theCompany’s industry.

Mr. Sasamori has a wealth of management experience in thefood industry and the manufacturing industry, and has specialized
knowledge as a Certified Public Accountant in the State of
Delaware in the United States. He provides objective and neutral
audits from a broad perspective that extends beyond theCompany’s industry based on this knowledge and experience.

Sawako Ueno
Outside Statutory Auditor(Independent Officer)〈Significant concurrent positions〉
Head of Sawako Ueno Certified Public
Accountant OfficeOutside Statutory Auditor of AIRPORTFACILITIES CO., LTD.

Apr. 1988 Joined The Dai-Ichi Kangyo Bank, Ltd. (currently
Mizuho Bank, Ltd.)
Oct. 1996 Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)
Oct. 2008 Partner, Ernst & Young ShinNihon LLC
Sep. 2017 Joined Deloitte Touche Tohmatsu LLC as Partner
Sep. 2019 Director of Deloitte Touche Tohmatsu LLC(retired in December 2020)
Jan. 2021 Joined the Financial Services Agency,
Securities and Exchange Criminal Investigator,
Criminal Investigation Division, Securities andExchange Surveillance Commission, Executive
Bureau of the Financial Services Agency
Apr. 2023 Established and assumed the office of Head of Sawako
Ueno Certified Public Accountant Office (present)
Jun. 2023 Outside Statutory Auditor of Morinaga & Co., Ltd. (present)
Jun. 2023 Outside Statutory Auditor of AIRPORTFACILITIES CO., LTD. (present)

Reason for appointment
Ms. Ueno has highly specialized knowledge and extensive
experience as a certified public accountant, as well as
business experience at the Financial Services Agency.
She provides objective and neutral audits from a broad
perspective that extends beyond the Company’s industry
based on this knowledge and experience.

Morinaga Group INTEGRATED REPORT 2023

77