GovernanceCorporate GovernanceCorporate Governance Structure
General Meeting of Shareholders

The basic policy and purpose of the Wacoal Group’s corporate governance is to continuously enhance corporate value
Consultationand local communities.
Corporate Governance Guidelines
https://www.wacoalholdings.jp/en/group/files/governance_guidelineen.pdf

Reportingof findings

3 Remuneration of Directors

Consultation

Advisory Committee
Chairman: External director 7 directors(of whom 5 are external directors)

Corporate Governance Structure

4 Independent External Auditors & Directors Meeting

7 directors(of whom 5 are external directors)

Reportingof findings

TopicsRepresentative
Director andPresident

2010

2005 Establishment of apure holding company

2015

7

Of whom, external directors

5Management
Issues Review
Meeting

Quarterly
Achievements
Review Meeting*

Give audit
instructions to

1 yearNumber of Audit & Supervisory
Board members
Of whom, external Audit & Supervisory
Board members

Establishmentof committees

3Participation of external directors indetermination of remuneration

65 ■ WACOAL HOLDINGS

Quality
Assurance
Council

Subcommittee
for BCP and
Disaster
ControlMeasuresAccounting
audit
Subcommittee
for Information
Security

Subcommittee
for Carbon
NeutralSubcommittee
for Resource
Circulation

Give audit instructions to

Subcommittee
for CSR
Procurement

Subcommittee
for Human
Rights, D&IInternal
audit

Report to* Both internal and external Audit & Supervisory Board members attend meetings for the purpose of auditing the performance of duties by directors

Nomination of Directors
Advisory Committee andRemuneration of Directors
Advisory Committee

Overview and Composition of the Board of Directors, Advisory Committees, and Other Meetings

Group Management Meeting,Management Issues
Review Meeting, andQuarterly Achievements
Review Meeting

Key committees

Results-linked remuneration

Name

2022 Changed the structure of the Group
Philosophy for the first time since ourfounding and defined our new
Mission in modern society
2023 Masaaki Yajima

2005 Increased the number of2010 Increased the number ofexternal directors by two
external directors bymembers and the number
one memberof external Audit &Supervisory Board
members by one member

2023 Increased the numberof external directors
by two members

External directors: 2
External Audit &Supervisory Board
members: 3

External directors: 5
External Audit & Supervisory
Board members: 3

Number ofmeetings convened
in FY2023

17

1

Board of Directors

2

Nomination of Directors
Advisory Committee

This Committee discusses and provides recommendations to our Board of Directors on matters related toevaluation, election, dismissal, and promotion of directors, and on matters regarding establishment andrevisions of rules and bylaws of directors. Attendance and approval of all committee members is required topass resolutions.

83

Remuneration of Directors
Advisory Committee

This Committee discusses and provides recommendations to our Board of Directors on matters regarding
performance review and remuneration of directors, and matters regarding remuneration system of directors.
Attendance and approval of all committee members is required to pass resolutions.

74

Independent External
Auditors & Directors Meeting

The meeting attendees, mainly composed of our independent external officers, exchange and share opinions
regarding corporate governance and our Board of Directors. The meeting attendees analyze and evaluate theeffectiveness of our Board of Directors, identify issues, compile improvement measures, and provide
recommendations to our Board of Directors.

2

5

Audit & Supervisory Board

The Audit & Supervisory Board is entrusted by shareholders to discuss or resolve important matters relating to
the audit and establish a high-quality corporate governance system that responds to social trust. The Board
builds a system to enhance the effectiveness of audit by each Audit & Supervisory Board member.

18

6Group Management Meeting

The Meeting considers matters concerning the management strategy of the Group and important management
issues. The Meeting also conducts preliminary deliberations on important matters mainly related to businessexecution, prior to resolutions by the Board of Directors, from the viewpoint of legality, objectivity and rationality.

23

Corporate Ethics and Risk
Management Committee

The Committee identifies risks related to the overall management of the Group, and build and strengthen ourrisk management system. This Committee prescribes the “Risk Management Basic Rules” subject to theapproval of the Board of Directors. The Committee clarifies the responsibilities by risk category pursuant tothese rules, and formulates a risk management system that thoroughly and/or comprehensively controls
potential risk within the Group. This Committee promotes risk-mitigation initiatives, identifies risks, monitors theimplementation of countermeasures, and reports the operation status of our risk management system to theBoard of Directors a regular basis.

6

Sustainability Committee

In order to accelerate our initiatives to achieve balancing “to resolve social issues” and “sustainable growth”
through our business, this Committee formulates specific measures, monitors progress, and evaluates thestatus of achievement based on our basic policy on sustainability issues including climate change, global
environmental issues and human rights issues. The Board of Directors monitors the allocation of management
resources and the implementation of strategies related to the business portfolios to ensure that the initiatives of
the Sustainable Committee contribute to sustainable growth.

7

72018 Establishment of the Remuneration of Directors Advisory
Committee and the Nomination of Directors Advisory
Committee
2022 Establishment of the
Sustainability Committee

Description
Our Board of Directors is entrusted by shareholders and makes the best decisions based on fair judgment. In
addition, our Board of Directors exercises its supervisory function for the execution of its business and aims tomaximize corporate value. Our Board of Directors conducts a review of our medium- to long-term management
strategy and social issues, as well as decision-making regarding material matters as stipulated in applicablelaws and regulations or in our Articles of Incorporation. The Company will formulate basic policies onsustainability issues, and monitor the allocation of management resources and the implementation of businessportfolio strategies to contribute to sustainable growth.

Yes

2020

2017 Establishment of the Corporate Ethics andRisk Management Committee by integrating
the Risk Management Committee andCorporate Ethics Committee

SubcommitteeforCompliance

Yes

Organizations to assist in decision-making

External directors: 3; External Audit & Supervisory Board members: 3(For the period of 2013-2014 only, there were 2 external directors and3 external Audit & Supervisory Board members)

Report to

Cooperation

82022 Revised the ratio of base compensationand stock compensation

Establishment of the
Independent External
Auditors & Directors
Meeting

Audit Office

Operating department / Group company

2021 Introduction of Compensation Framework in
the Form of Transfer-Restricted Stock2015

8 Sustainability Committee

5

Number of independent officers

2018 Hironobu Yasuhara

2007 Establishment of theRemuneration of Directors
Advisory Committee

Audit

Corporate Ethics
Hotline6 Group Management Meeting*Number of directors

Term of directors

Compensation/
Evaluation

Number of
independent
external officers

Report to

7 Corporate Ethics and Risk Management Committee

Key Committees

Audit & Supervisory
Board system

Format2013 Wacoal stopped listing ADRs on the U.S. NASDAQ
market and de-registered with the SEC.

Yoshikata Tsukamoto

Election /RemovalRepresentative Director, President and CEO

Corporate Governance Initiatives
2005

Secretariat Office for Audit &Supervisory Board(as of June 28, 2023)

The Company has adopted a governance system based on a Board of Directors,
comprising directors who are conversant with businesses and external directors withdiverse professional backgrounds, and an Audit & Supervisory Board, including external
Audit & Supervisory Board members. This governance system enables the holding
company to effectively supervise and audit the execution of operations at Group companies
and to realize and maintain high-quality business management. In addition, the Nominationof Directors Advisory Committee and the Remuneration of Directors Advisory Committee
have been established as advisory bodies to the Board of Directors. The fairness,
independence and objectivity are enhanced by having a majority of both of theseCommittees composed of independent external directors and by having an independent
external director serve as the Chair of each of these Committees.
The Board of Directors comprises seven directors, five of whom are external directors
and two of whom are woman, who carry out management decision-making and supervisionfrom an objective perspective. They aim to reinforce supervisory functions and enhance
decision-making. To clarify management responsibility, directors are appointed for one year.
Thus, we have built a business management system that enables rapid responses tochanges in business conditions. Comprising five Audit & Supervisory Board members, threeof whom are external members, the Audit & Supervisory Board aims to strengthen theirsupervision and auditing of business management.

Cooperation

Assessment(Business execution)

Overview of the Corporate Governance Structure

5 Audit & Supervisory
Board members(of whom 3 are external Audit &Supervisory Board members)

1 Board of Directors*

SupervisionWe, as a holding company, have adopted the company with Audit & Supervisory Board system in accordance with the Companies Act for the purpose of
ensuring the corporate governance of group companies, and have both the Board of Directors and the Audit & Supervisory Board monitor and audit the
management and operation of the Company. In addition, we have voluntarily established the Nomination of Directors Advisory Committee and Remunerationof Directors Advisory Committee, the majority of which are composed of independent external directors, as the advisory bodies to the Board of Directors.

5 Audit & Supervisory Board

Audit

Advisory Committee
Chairman: External director 7 directors(of whom 5 are external directors)

Election /Removal

Accounting Auditors

2 Nomination of Directors

mutual trust in relationships with every stakeholder, including shareholders, customers, employees, business partners,

Summary of the Corporate Governance System and the Reasons for Its Adoption

Election / RemovalElection / Removal

by increasing transparency and ensuring the fairness and independence of corporate management in order to build

8

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Governance

External Directors and External Audit &Supervisory Board Members

Criteria to Ensure the Independence of Outside Officers
https://www.wacoalholdings.jp/group/files/governance_outsidedirectors_en.pdf

We have elected those persons having extensive knowledge and experience as executives and persons having insight into investment and financial capital
markets, to our external directors, and each of such persons takes a role in improving the appropriateness of the decision made by the Board of Directors bygiving objective and independent advice based on their long careers in each business area and extensive professional knowledge. Also, we have elected
those persons who have experiences as business administrators in financial industry, and extensive knowledge from his experience as a member of the Policy
Board of the Bank of Japan, independent attorneys at law or independent certified public accountants having a considerable degree of finance andaccounting knowledge, to our external Audit & Supervisory Board members. Each external Audit & Supervisory Board member conducts a strict audit on thelegality of directors’ decision making and performance of their businesses from a technical perspective by maintaining high levels of independence.

Reasons for Election of External Directors and External Audit & Supervisory Board Members
Reason for election

Expected field of expertiseand knowledge

Attendance at Board of
Directors’ meetings(fiscal year ended
March 31, 2023)

Shigeru Saito

It is anticipated that Shigeru Saito will enhance management supervisory functions
by providing input from various perspectives based on his extensive knowledge andexperience as a representative director and chairman of another company.

Company management, global
awareness, and digitaltransformation

17/17

Tsunehiko Iwai

In addition to his extensive knowledge and experience as a business manager,
Tsunehiko Iwai can also be expected to contribute to management using his
specialist knowledge relating to research, production, and various fields oftechnology.

Company management, legal,
compliance, sustainability,
diversity and inclusion,
marketing, technology, andproduction quality control

17/17

Chizuru Yamauchi

In addition to extensive knowledge and experience as an executive, Chizuru
Yamauchi has expertise in diversity and inclusion. We expect she will provide advice
that contributes to human resource strategies, such as women’s empowerment andpersonnel development, while further enhancing the supervisory function of ourcorporate management.

Company management,sustainability, diversity & inclusion—

Hisae Sato

In addition to knowledge and insight related to investment and financial capital
markets, Hisae Sato has experience overseeing pension assets on a global level.
We expect she will help improve the Company’s corporate value and further
enhance the supervisory function of the Board of Directors.

Investment/financial/capital
market, finance/accounting,sustainability, diversity &inclusion—

Koji Nitto

Koji Nitto has extensive experience as a manager who can incorporate finance into
management strategies. We expect he will help improve the Company’s corporate
value and further enhance the supervisory function of the Board of Directors.

Company management,
investment/financial/capital
market, finance/accounting,global awareness

External Directors

External Audit &Supervisory Board members

Reason for election—

Attendance at Board of Directors’ meetings andAudit & Supervisory Board meetings(fiscal year ended March 31, 2023)
Board of Directors’ meetings

Audit & Supervisory
Board meetings

Internal Control
Pursuant to the “Internal Audit Regulations,” our Audit Office, the internal audit division, which is directly under the control of the Representative Director andPresident, audits the legality and appropriateness of the execution of operations at the Company and our domestic and overseas subsidiaries, and evaluates
the effectiveness of the internal controls. The number of staff of our internal audit department (Audit Office) was 7 as of March 31, 2023.
Our Audit & Supervisory Board members and internal audit department (Audit Office) have a regular meeting for reporting and confirmation once a month.
The main purpose of such meeting is to report the discussions at major meetings at which our Audit & Supervisory Board members attended, and plans andachievements by our Audit Office. We have implemented an audit system allowing the sharing of documents and information necessary for audit so that audit
working papers are mutually exchanged and confirmed by our Audit & Supervisory Board members and Audit Office, and the audit can be performed more
efficiently and effectively through alliance between our Audit & Supervisory Board members and Audit Office. Audit & Supervisory Board members andaccounting auditors hold regular reporting and review meetings. The contents included explanations of audit plan, report on results of audit pursuant toCompanies Act, report on quarterly review, and report on results of audit pursuant to Financial Instruments and Exchange Act and internal control audit.

Measures to Strengthen the Effectiveness of Corporate Governance
The Company conducts an annual evaluation on the effectiveness of the Board of Directors, and strives to continuously enhance the functions andeffectiveness of the Board of Directors. We work on the improvement measures for issues identified by the evaluation, and confirm the status of improvement
during the evaluation of the Board of Directors in the following fiscal year, while at the same time continuing to confirm the evaluation of the current issues.
Evaluation Process
Starting from the fiscal year ended March 31, 2022, we have changed to a method of analyzing and/or evaluating the effectiveness of the Board of Directors
using a third-party evaluation design (including, among other things, preparation of questionnaire survey, analysis, and comparison with other companies,
identifying issues, drafting action plans). With the aim of further improving the effectiveness of the Board of Directors from the viewpoints of “enhancing trustfrom stakeholders (creating social value)” and “improving organizational performance (enhancing corporate value)”, we conduct a questionnaire survey for all
directors and Audit & Supervisory Board member, and conduct interviews of external directors and external Audit & Supervisory Board members through athird party organization to gain a deeper understanding of their responses and awareness of the issues raised in their comments. We compile improvement
measures based on the analysis of such responses and issues. The improvement measures are discussed at the Independent External Auditors & Directors
Meeting and recommendations are provided to the Board of Directors.
The evaluation items of the questionnaire survey are as follows:
1. Roles and responsibilities of the Board
2. Composition of the Board
3. Quality of deliberations (agenda items and document contents), and
4. Constructive dialogue with stakeholders
The analysis and/or evaluation based on the questionnaire survey and interviews using the third-party evaluation design is conducted every other year. During
the interval year, we focus on initiatives to improve the issues identified from the questionnaire survey, while at the same time conducting evaluation throughmonitoring and sharing opinions at the Independent External Auditors & Directors Meeting.

Mitsuhiro Hamamoto

Mitsuhiro Hamamoto’s experience and specialized knowledge as an attorney makehim an appropriate external Audit & Supervisory Board member.

17/17

18/18

Hitoshi Suzuki

As a manager with many years of experience in the financial industry, we expect
Hitoshi Suzuki will apply his knowledge and experience to our auditing system.

——

Evaluation Results of Effectiveness and Progress on Initiatives for Improvement (Fiscal Year Ended March 31, 2023)

Motoko Tanaka

As a certified public accountant, we expect Motoko Tanaka will apply her specialized
knowledge and experience in accounting and finance to our auditing system.

——

Based on the evaluation results, we plan to further strengthen the supervisory and advisory functions of the Board of Directors, while continuing to makeefforts for improvement and further utilizing the knowledge of external directors.

Evaluation Result (Issues and Concerns)

Progress/Plan of Initiatives for Improvement

Allocation of more time to the consideration of important businessmatters, such as medium to long-term strategies, and at the sametime, utilization of knowledge of external directors and promotion of
more active discussion at the meetings of the Board of Directors.

We have increased the number of agenda items other thandecision-making items related to business execution, such as
consideration of medium- to long-term business issues, reporting
and/or sharing important brand strategies or promotion strategies. We
also have moved forward with advance preparation and environmental
arrangement that led to active discussion.

Further improvement in the quality of deliberations based oncommunication with our employees and inspection of local businessoffices in order to understand the reality of business conditions as wellas risks and opportunities.

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

Strengthening of the Functions of the Audit & Supervisory Board and Its Members
The Audit & Supervisory Board comprises two internal full-time Audit & Supervisory Board members and three external Audit & Supervisory Board members.
In addition, one full-time staff member is assigned as the secretariat of the Audit & Supervisory Board to assist the Audit & Supervisory Board members in theirduties as needed. The Audit & Supervisory Board makes decisions on the preparation of the audit report, selection and dismissal of full-time Audit &Supervisory Board members, audit policies, methods of investigation of businesses and financial conditions, and other matters related to the execution ofduties by Audit & Supervisory Board members, in accordance with the Companies Act, and also makes decisions on matters related to the election, dismissal
or non-reappointment of accounting auditors, consent to compensation, etc., of accounting auditors, consent to the appointment of Audit & Supervisory
Board members, and other matters related to the resolution of the Audit & Supervisory Board. In addition, the Audit & Supervisory Board exchanges
information and opinions on matters related to audits, including prior consideration of the agenda of Board of Directors meetings and sharing of the agenda ofimportant meetings attended by full-time Audit & Supervisory Board members, exchanges opinions with representative directors, and interviews with executive
directors and directors of important subsidiary Wacoal Corp. on the status of execution of their duties.
At meetings of the Audit & Supervisory Board, external Audit & Supervisory Board members communicate and coordinate extensively with full-time Audit &Supervisory Board members. For example, the latter provide the former with reports on the status of audits of operations and the details of discussions atimportant meetings. External Audit & Supervisory Board members also receive various types of reports from the accounting auditor and departments engaged
in internal control as well as audit internal control systems, including the appropriateness of financial reporting. With a view to heightening the effectiveness ofaudits, external Audit & Supervisory Board members engage in a range of other activities. For example, they attend important meetings other than those of theBoard of Directors in light of discussions of the Audit & Supervisory Board and visit subsidiaries to conduct audits and investigative interviews.
67 ■ WACOAL HOLDINGSINTEGRATED REPORT 2023

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Governance

Executive Remuneration System

Policy on Cross-Shareholdings and Standards for Exercising Voting Rights

Under the Company’s system for the compensation of officers, compensation comprises basic compensation, which is fixed; bonuses linked to theCompany’s performance in each fiscal year; and share-based stock options, which provide medium- to long-term incentives. Given that they are not involvedin the execution of duties, independent outside directors and Audit & Supervisory Board members only receive fixed basic remuneration. Further, in July 2022
the Company revised the ratios of stock compensation to basic compensation so that stock compensation accounts for a larger percentage of thecompensation of officers as they rise in rank. The breakdown of rank-based percentages reflecting said change will be within the ranges shown below. Further,
this breakdown assumes calculation methods for performance-based bonuses that are in accordance with standard values.

From the viewpoint of improving asset efficiency, the Company intends to reduce its cross-shareholdings by approximately ¥30 billion during the revised
medium-term management plan period (from the fiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026), and to reduce the ratio ofcross-shareholdings to net assets to 10% or less.
Furthermore, the Corporate Governance Guidelines stipulate that the purpose of the Company’s cross-shareholdings is to enhance enterprise value overthe medium to long term by maintaining and strengthening transactional relationships; establishing, maintaining, and strengthening cooperative andtransactional relationships with respect to business development; and maintaining stable financial transactions. The Company determines whether
cross-shareholdings are appropriate from a medium- to long-term perspective and whether the attendant benefits and risks of cross-shareholdingscommensurate with equity cost are verified, and the findings are periodically reported to the Board of Directors. Based on the verification findings, the Board of
Directors analyzes whether cross-shareholdings contribute to the enhancement of the Company’s corporate value over the medium to long term and decides
whether to continue or dispose of cross-shareholdings. Stocks that have lost value as holdings are gradually disposed of or reduced, taking into consideration
the situation of the counterparty company. The Board of Directors reviews the significance of each stock holding on a case-by-case basis. With respect to theexercise of voting rights for cross-shareholdings, we determine whether to approve or disapprove of proposals based on a comprehensive consideration ofwhether they contribute to the enhancement of the corporate value of the companies concerned and the Company, while fully respecting the management
policies of the companies in which we have invested.

Basic Remuneration

Performance-based bonuses

Restricted Stock

60 %–68%■ Roles and Activities of Remuneration of Directors Advisory Committee
As an advisory body to Board of Directors, the Remuneration of Directors
Advisory Committee discusses and resolves matters related to officers’
remuneration and system from an independent and objective perspective.
A majority of the members of the Remuneration of Directors Advisory
Committee, chaired by independent external director Mr. Tsunehiko Iwai,
are independent external directors. The Remuneration of Directors
Advisory Committee is also attended by the external Audit & Supervisory
Board member(s) as an observer to ensure transparency.
■ Roles and Agenda at the Board of Directors’ Meeting
Board of Directors discusses and resolves matters related to officers’
remuneration based on recommendations received from the Remunerationof Directors Advisory Committee.

18 %14%–22%

August 10, 2022: Review of the system for the compensation of officers
September 29, 2022: Method of Calculating of executive bonus
February 24, 2023: Compensation (monthly compensation) for FY2024
March 29, 2023: Performance-based Bonus for FY2023
April 28, 2023: Performance-based Bonus for FY2023

Reference: Shareholdings of Wacoal Corp.

Number of stocks

FY2020

FY2021

FY2022

FY2023

84

73

63

59

Monetary amount (¥ billion)

42.2

50.1

46.0

44.0

As a percentage of total assets

15.2%

15.5%

15.2%

15.4%

Note: The shareholdings of Wacoal Corp. for which the largest monetary amount is recognized on the balance sheets in relation to investment in equity securities(the monetary amount of equity securities recognized) have been stated.

May 12, 2022: Review of total transfer-restricted stock
May 12, 2023: Performance-linked bonus for FY2023
May 31, 2023: Remuneration (monthly remuneration) for FY2024

Compliance and Risk Management Structure■ Basic Remuneration
The basic remuneration is based on the so-called single rate remuneration system, in which the same remuneration is paid for the same position. The
Company annually verifies the adequacy of the level of remuneration, which has been set according to the business results and scale of the Company and isbased on comparison with other companies within the same industry or of the same scale through the investigation results on remuneration prepared by an
external agency.
■ Performance-Based Bonuses
The total amount of the performance-based bonus is based on achievement as a percentage of the consolidated operating income recorded for each fiscal
year, plus other performance factors (consolidated net sales, consolidated income before income taxes), to increase the degree of linkage between bonuses
and consolidated business performance. Performance-based bonus is paid once a year after approval at the general meeting of shareholders for the relevant
fiscal year.
■ Restricted Stock
The restricted stock are determined in consideration of the monthly amount of basic remuneration and the fair value of stock, which in turn are determined
pursuant to the recommendations of the Remuneration of Directors Advisory Committee, which is composed of members, majority of which are independent
external directors and will be allotted in the number determined and resolved at a Board of Directors meeting once a year. Allotted shares will be subject totransfer restriction during the period from the date allotted shares are granted until the date such director, Audit & Supervisory Board member or Corporate
Officer designated by the Company retires from their position. The transfer restrictions on all allotted shares will be removed upon the expiration of the transfer
restriction period if such eligible grantee has continuously held the position of director, Audit & Supervisory Board member or Corporate Officer until the date of
the first Ordinary General Meeting of Shareholders. The Company may repurchase all of the allotted shares bearing transfer restrictions as a result of a breachof restricted stock allotment agreement without consideration.
■ Reviewing the System for the Compensation of Officers with a View to Strengthening Its Effectiveness
The Remuneration of Directors Advisory Committee is engaged in an ongoing review of the entire system for the compensation of officers. Going forward, thecommittee will consider the following matters:● The mix of basic compensation, performance-based bonuses, and medium- to long-term incentives (review of monetary amounts and percentages)● The calculation method for performance-based bonuses (strengthening linkage with the numerical targets of the medium-term management plan)

The Company’s Corporate Ethics and Risk Management Committee has the Representative Director, President and CEO acting as the administrative manager,
supervisor, and the director, vice president and managing corporate officer in charge of Group business management as its chairperson. The committee istasked with developing the compliance structure, examining compliance issues that could significantly affect the Wacoal Group, ensuring all employees
understand and internalize corporate ethics, and effectively promoting control of any management risks to the Wacoal Group.

Compliance Structure

Risk Management Structure

Subcommittee for Information Security

The Company has established the Wacoal
Code of Ethics and the Corporate Ethics:
Wacoal’s Code of Conduct to ensure that
directors and employees perform theirduties in compliance with laws,
regulations, and the articles ofincorporation and sound social norms.
Further, the Wacoal Code of Ethics andthe Corporate Ethics: Wacoal’s Code of
Conduct stipulates resolute refusal of
demands from antisocial forces. In
addition, the Company has established aninternal whistleblowing system and othersystems that enable directors andemployees to report on any misconduct
or inappropriate behavior.

Subject to the approval of the Board of
Directors, the Corporate Ethics andRisk Management Committee
stipulates basic regulations for risk
management. Pursuant to theseregulations, the committee clarifies the
responsibilities for each category of risk
and advances the construction of a risk
management system thatcomprehensively encompasses the
Wacoal Group’s overall risks. Further,
given the diversification of risks related
to information security and theirincreasing impact on business
operations, a Subcommittee forInformation Security has been
established in 2022.

To reduce information security risks in theGroup’s business activities, the Subcommittee
for Information Security collects information,
investigates current situations, and conducts
analysis in relation to information security as awhole, including cyberattacks that target
customers’ personal information and criticaltechnical information. Also, the subcommittee
deliberates on the formulation of the Group’s
action policies and specific countermeasures,the establishment and abolition of related
regulations, and the implementation ofstrategic investments and monitors progress.
The deliberated policies and activity details are
regularly reported to the Board of Directors
through the Corporate Ethics and Risk
Management Committee.

System for Promoting Risk Management

Representative Director,
President and CEO

Remunerations Paid to Officers in FY2023
Classification

Total amount of
remuneration, etc.
(¥ million)

Directors (excluding external directors)

Total amount of remuneration, etc., by type (¥ million)

Number of
eligible recipients

Basiccompensation

Performance-based
bonuses

Stockcompensation

Non-monetary
remuneration

216

172

–

44

44

5

Audit & Supervisory Board members(excluding external members)

40

40

–

–

–

2

External directors and external Audit &Supervisory Board members

50

50

–

–

–

6

69 ■ WACOAL HOLDINGS

Corporate Ethics andRisk Management Committee

Subcommittee for Compliance

Quality Assurance Council

Discusses and makes decisions on
the compliance management structure
and other significant matters

Promotes quality assurance activities
based on quality assurance regulations

Promotes the consideration of compliance issues that have a serious
impact on the Wacoal Group, enhancement of awareness andenlightenment on corporate ethics, and the effective control ofany management risks to the Wacoal Group.

Subcommittee for BCP and
Disaster Control Measures

Subcommittee for Information Security

Takes measures to prevent andrespond to accidents, disasters,
and other emergencies

Advances activities aimed at
reducing information security risks,such as information leaks

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