Corporate Governance ReportOji Holdings Corporation

Last Update: June 29, 2021

Oji Holdings Corporation
President: Masatoshi Kaku
Contact: +81-3-3563-1111(Corporate Administration Dept.,
Corporate Governance Div.)

Securities Code: 3861

https://www.ojiholdings.co.jp/english/

The corporate governance of Oji Holdings Corporation (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information

1. Basic Views
Drawing on the fundamental values and the behavior principles that the Oji Group (the “Group”) has carried
down as a company since its founding, the Group has formulated the Oji Group Corporate Code of Conduct
by which the Group as a whole engages in corporate activities with an awareness of its responsibility as acorporate citizen and a strong sense of ethics. The Group will continue to strive toward enhancing its
corporate governance, regarding it as one of the highest priority issues, by ensuring efficiency, soundness andtransparency of the management, while building relationships of trust with its diverse stakeholders. In doing
so, the Group aims to increase its corporate value and become a company that is trusted by society.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies with all the principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code]
The Company has formulated the “Fundamental Policies on Corporate Governance” and posted it on its
website.
The Fundamental Policies on Corporate Governance:<https://www.ojiholdings.co.jp/english/group/policy/governance.html>[Principle 1.4] (Strategic Shareholdings)
The Oji Group strategically holds shares that are expected to contribute to the sustainable growth of theGroup and the improvement of corporate value over the medium- to long-term as part of its management
strategy for the purpose of business alliances and strengthening and maintenance of long-term and stable
relationships with business partners.
The Article 18 of the “Fundamental Policies on Corporate Governance” stipulates the following regarding
strategic shareholdings.
Article 18. The Group, as part of its management strategies, shall strategically hold shares that are deemed tocontribute to the sustainable growth of the Oji Group and the enhancement of its medium- to long-term
corporate value, from the perspectives of business collaboration as well as strengthening and maintenance oflong-term stable relationship with business partners.
2. The Group shall verify the appropriateness of strategic shareholdings at the Board of Directors every year,
by concretely examining the purpose of holding the shares, as well as whether the benefits and risks
associated with holding the shares are commensurate with the cost of capital. The Group, then, shall proceed-1-with reducing strategic shareholdings by selling the shares for which there is insufficient rationale in a timely
and appropriate manner.
3. The Group, taking into account the management policies of issuing companies involved in strategic
shareholdings, shall comprehensively assess the impact of each proposal on the Group which include
whether the proposal would contribute to enhancing the medium- to long-term corporate value of the issuing
companies, or whether it would lead to harm shareholder value. The Group, then, shall exercise its voting
rights, and engage in dialogue with issuing companies and other parties regarding the content of the
proposal.
At the Board of Directors meeting held in December 2020, the appropriateness of strategic shareholdings asof the end of March 2020 was examined through the specific examinations for each share which determined
whether the purpose of holding was appropriate and whether the benefits and risks associated with holding
were commensurate with the cost of capital. The Company proceeds with reducing the strategic shareholding
by appropriately selling the shares for which there is insufficient rationale.
[Principle 1.7] (Related Party Transactions)
The Article 19 of the “Fundamental Policies on Corporate Governance” stipulates the following regarding
related party transactions.
Article 19. The Company shall make efforts so that dealings between Officers, major shareholders and otherparties do not harm the mutual interests of the Company and its shareholders, and shall engage in thefollowing initiatives.
1. Directors and Corporate Officers, when engaging in dealings with the Company on behalf of themselvesor third parties, shall follow the provisions of the Companies Act as well as the Group Regulations to obtainprior approval from and perform after-action reporting to the Board of Directors.
2. The Company shall confirm the presence of dealings between the Group and its Directors, Corporate
Officers, or their relatives to the second degree every year, and shall strive to grasp the dealings by theseparties that involve conflicts of interest.
3. Major dealings involving the Company and its major shareholders, subsidiaries, affiliates, and otherrelated parties shall be reported to the Board of Directors.
[Principle 2.6] (Roles of Corporate Pension Funds as Asset Owners)
In order to enhance the expertise of operations and fulfill its role as an asset owner, the Company
complements its expertise as well as knowledge by appointing individuals with expertise and knowledge inpension fund management as investment executors and employing operational consulting firms. In addition,
the Company strives to improve qualifications of its personnel by participating in seminars held by thePension Fund Association of Japan and other pension business managing financial institutions.
As for the operational aspect, the Asset Management Committee makes decisions on investment activities
and monitors the investment status and financial condition as necessary, taking into account the interests ofcorporate pension beneficiaries.
[Principle 3.1] (Full Disclosure)(i)Management philosophies, management strategies and business plans
The Group works to improve its corporate value over the medium- to long-term by actively going “Beyond
the Boundaries”, based on its management philosophy of “Creation of Innovative Value”, “Contribution to
the Future and the World”, and “Harmony with Nature and Society”.
Under the management philosophy, the Group will contribute to the realization of a truly enriched society bycontinuing to promote three ways of resource recycling, namely “forest recycling”, “paper recycling”, and“water recycling”, throughout its value chain, and providing value to society through its business.
In addition, the Group recognizes that “safety, environment, and compliance,” which is the basis of corporate
survival, is the highest priority and most important issue for management. The Group will continue its effort
to ensure that its management and employees all over the world fully understand the ideas of eradicating
occupational accident risks, preventing environmental accidents, and complying with laws and regulations tofulfill its corporate social responsibility.
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Although the business environment has changed drastically and rapidly in recent years, the Group aims todevelop a sustainable society by meeting the needs of an ever-changing age and by conducting
manufacturing that will support a new future.
Under the current Medium-Term Management Plan which covers fiscal 2019 to 2021, the Group aims to bea global corporate group that consistently generates consolidated operating profit of more than 100 billion
yen, by setting “Profitability Improvement of Domestic Business”, “Expansion of Overseas Business”, and“Promotion of Innovation” as fundamental policies and promoting “Contribution to a Sustainable Society”.
To this end, the Group will continue to select and concentrate its businesses in order to build an optimal
production system for the Group as a whole, and at the same time, work to strengthen promising businesses
that are expected to grow and create new businesses that can serve as new pillars. In addition, the Group will
respond promptly and accurately to changes in the business environment. So far, the Group have built adiverse portfolio while swiftly detecting the global and domestic situations and taking a variety of initiatives
ahead of time. Going forward, the Group will continue to build a business portfolio that is stronger and more
resilient to external environment than ever before, in which each of the wide-ranging business areas andregional areas can complement each other, generate synergies, and pursue further growth.
Please refer to the Company’s disclosures on its website and materials for management briefings.
Management Philosophies:<https://www.ojiholdings.co.jp/english/group/policy/philosophy.html>
Management Strategies, Management Plans:<https://www.ojiholdings.co.jp/english/ir/library/material.html>(ii) Basic views and guidelines on corporate governanceFor basic views, please refer to “I.1. Basic Views” of this Report.
For guidelines, please refer to the “Fundamental Policies on Corporate Governance”.
<https://www.ojiholdings.co.jp/english/group/policy/governance.html>(iii) Board policies and procedures in determining remuneration of senior management and Directors
Oji Holdings has designed its compensation programs with an emphasis on the roles performed by the
Director compensation program such that the Board of Directors promotes sustainable growth and increasing
medium- to long-term corporate value of the company and pursues enhanced profitability and capitalefficiency. The specifics of the Director compensation program and determination policies are set forth in theFundamental Policies on Corporate Governance (Article 13). Director compensation comprises basecompensation, bonuses that reflect short-term performance, and stock-based compensation that reflects
medium- to long-term improvement in corporate value. Determinations are made by the Board of Directors
based on recommendations submitted by the Compensation Committee.
The Article 13 of the “Fundamental Policies on Corporate Governance” stipulates the following regarding
Director compensation program and determination policies.
Article 13. Compensation for Directors shall comprise base compensation, compensation reflecting
short-term performance, and stock-based compensation reflecting medium- to long-term improvement incorporate value, and the total amount shall be within the limit amount resolved at general meetings ofshareholders. Compensation for Outside Directors shall comprise base compensation only.
2. Compensation for Corporate Officers who do not concurrently serve as Directors shall comprise basecompensation and compensation reflecting short-term performance.
3. Compensation for Directors and Corporate Officers shall be decided by the Board of Directors based upon
reports from the Compensation Committee.
4. Compensation for Audit & Supervisory Board Members shall be decided through discussion among the
Audit & Supervisory Board Members, within the limit amount resolved at general meetings of shareholders.
(iv) Board policies and procedures for appointment and dismissal of senior management as well asnomination of candidates of Directors and Audit & Supervisory Board Members
At Oji Holdings, the Fundamental Policies on Corporate Governance (Articles 5, 6, and 10) stipulate as a-3-

Director nomination policy that candidates be nominated for Director who possess excellent character andinsight and who may contribute to the sustainable growth as well as the increase of medium- to long-term
corporate value of the Group and that candidates be appointed for Audit & Supervisory Board Members whoare capable of executing the duties of Audit & Supervisory Board Members, and who possess excellent
character and insight as well as high level of specialization and extensive experience.
When nominating candidates for Directors, the Nomination Committee, an advisory body to the Board of
Directors, deliberates and recommends to the Board of Directors. As for nomination of candidates for Audit& Supervisory Board Members, the Nomination Committee recommends to the Board Of Directors with theconsent of the Audit & Supervisory Board, following consultation with the Nomination Committee. The
Nomination Committee consists of three independent Outside Directors, the Chairman, and the President,
and the Board of Directors receives reporting from the Committee, deliberates and makes decisions.
The Article 5, the Article 6, and the Article 10 of the “Fundamental Policies on Corporate Governance”
stipulate the following regarding nomination policy of Directors and Audit & Supervisory Board Members
and roles of the Nomination Committee and the Compensation Committee.
(Policies for Director Nomination)
Article 5. The Board of Directors shall nominate candidates for Directors who possess excellent characterand insight and who may contribute to the sustainable growth as well as the increase of medium- tolong-term corporate value of the Group. However, any nomination shall be conducted following consultation
with the Nomination Committee.
2. Individuals with high level of expertise and broad insight, who are capable of expressing opinions from astandpoint independent of the management and from viewpoints of various stakeholders, shall be selected as
candidates for independent Outside Directors.
(Roles of the Nomination Committee and Compensation Committee)
Article 6. The Nomination Committee and the Compensation Committee shall be established as advisory
bodies to the Board of Directors.
2. The Nomination Committee shall deliberate the following issues/matters and report to the Board of
Directors.
1 Nomination policies for candidates for Directors and Audit & Supervisory Board Members, andselection policies for Corporate Officers
2 Nomination of candidates for Directors and Audit & Supervisory Board Members, and selection of
Corporate Officers
3 Dismissal of Directors, Audit & Supervisory Board Members and Corporate Officers who do not fulfill
the nomination and selection policies
4 Succession planning for the President and Chief Executive Officer
5 Selection and dismissal of Advisors
3. The Compensation Committee shall deliberate the following issues/matters and report to the Board of
Directors.
1 Evaluation of Directors and Corporate Officers
2 Compensation structure and standards of Directors and Corporate Officers
3 Analysis and evaluation of the effectiveness of the Board of Directors
4 Compensation structure and standards of Advisors(Policies for Audit & Supervisory Board Member Nomination)
Article 10. The Board of Directors shall nominate candidates for Audit & Supervisory Board Members whoare capable of executing the duties of Audit & Supervisory Board Members, and who possess excellent
character and insight as well as high expertise and rich experience. However, any nomination shall be
conducted with the consent of the Audit and Supervisory Board, following consultation with the Nomination
Committee.
2. Individuals with considerable knowledge of finance and accounting shall be nominated as at least one of
the Audit & Supervisory Board Members.

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(v) Explanations with respect to individual appointment, dismissal and nomination of Directors and Audit &Supervisory Board Members
The Company explains reasons for appointments of candidates of Directors and Audit & Supervisory Board
Members in its referential material of a general meeting of shareholders. Please refer to the said material thatis posted on the Company’s website.
<https://www.ojiholdings.co.jp/english/ir/stock/meeting.html>
Please refer to descriptions in “II 1. Organizational Composition and Operation” of this Report for reasonsfor appointments of Independent Directors and Independent Outside Audit & Supervisory Board Members.
[Supplementary Principle 4.1.1] (Brief summary of scope and content of matters delegated to managements)
Please refer to the Article 3 of the “Fundamental Policies on Corporate Governance”.
[Principle 4.9] (Independence Standards and Qualification for Independent Outside Directors)
Please refer to the Article 12 of the “Fundamental Policies on Corporate Governance”.
Please refer to “II.1. Organizational Composition and Operation” of this Report for information concerning
determination of independence of each Independent Outside Director.
[Supplementary Principle 4.11.1] (View on the Balance of Knowledge, etc. as well as Diversity and Size of
the Board of Directors as a Whole)
The Board of Directors, in order to fulfill a role necessary for achieving sustainable growth of andimprovement of corporate value of the Group over the medium to long term, has been organized while
giving due consideration to the balance of diverse knowledge and expertise concerning the business of theGroup.
There are currently 12 Directors, 4 of whom are Independent Outside Directors (including 2 female
Directors). As with the Directors, diversity, a high level of expertise, and a wealth of experience are required
for Audit & Supervisory Board Members. Currently, there are 5 Audit & Supervisory Board Members, 3 ofwhom are Independent Outside Audit & Supervisory Board Members.
The Nomination Committee, which is an advisory body to the Board of Directors, deliberates upon theselection of candidates for Directors and the appointment of Group Corporate Officers before submitting areport to the Board of Directors. Regarding candidates for Audit & Supervisory Board Members, a report is
submitted to the Board of Directors after consulting the Nomination Committee and obtaining the consent of
the Audit & Supervisory Board.
The Nomination Committee consists of 4 Independent Directors, the Chairman, and the President, and theBoard of Directors receives the report from the Nomination Committee, deliberates, and makes decisions.
[Supplementary Principle 4.11.2] (Status of Directors’ and Audit & Supervisory Board Members’ concurrent
positions in other listed companies)
Please refer to a referential material of a general meeting of shareholders that is posted on the Company’s
website.
<https://www.ojiholdings.co.jp/english/ir/stock/meeting.html>[Supplementary Principle 4.11.3] (Analysis and evaluation of effectiveness of the Board of Directors)
The Company stipulates in its “Fundamental Policies on Corporate Governance” that the Board of Directors
conducts analysis and evaluation of its effectiveness every year and takes required measures to ensure theeffectiveness as a whole as well as discloses an overview of the findings.
In order to evaluate the effectiveness of the Board of Directors in FY2020, we conducted a survey on theroles, organization and management of the Board of Directors for all of the Directors and Audit &Supervisory Board Members from April to May 2021. With regard to the evaluation results, after the
analysis was conducted by the Compensation Committee to which the Independent Directors participated,the Board of Directors deliberated based on the analysis results.
As a result, it was confirmed that the Board of Directors and its subordinate Meetings have continued tofunction well. In particular, the view was shared that the provision of management information andexplanations regarding agendas to Outside Officers have been improved, and that the suggestions andproposals made by Outside Officers have been appropriately reflected in deliberations and resolutions. On
the other hand, the Company identified issues that still need to be addressed, such as the “enhancement andrevitalization of discussions to ensure the effectiveness of the Board of Directors”, and decided to continue
implementing the improvement measures it has been working on and make steady improvements.
In keeping with the findings, the Company will consider and take required measures to continually work on-5-

functional improvements of the Board of Directors.
[Supplementary Principle 4.14.2] (Policy for training for Directors and Audit & Supervisory Board Members)
The Article 14 of the “Fundamental Policies on Corporate Governance” stipulates the following regarding
policy for training for Directors and Audit & Supervisory Board Members.
Please refer to “<Reference> Management structure following their election” on page 20 of Notice of the97th Ordinary General Meeting of Shareholders, for the capabilities of Oji Holdings’ Directors.
<https://investor.ojiholdings.co.jp/en/ir/stock/meeting.html>
Article 14. The Company shall provide Directors and Audit & Supervisory Board Members with thefollowing opportunities for training.
1. Training for Internal Directors and Standing Audit & Supervisory Board Members
Trainings shall be conducted upon assuming posts, with the aim of acquiring knowledge to fulfill roles andresponsibilities of individuals, including knowledge concerning compliance and corporate governance. The
Company shall support acquisition of required knowledge also while in their term, through the Board of
Directors, Management Meetings, etc.
2. Training for Outside Directors and Outside Audit & Supervisory Board Members
Briefings shall be conducted upon assuming posts, with the aim of acquiring knowledge to fulfill roles andresponsibilities of individuals, including knowledge concerning business overview and management
strategies. The Company shall support acquisition of required knowledge also while in their term, throughimplementation of inspection visits to workplaces, etc.
[Principle 5.1] (Policy for Constructive Dialogue with Shareholders)
Please refer to the Article 17 of the “Fundamental Policies on Corporate Governance”.

2. Capital Structure
Foreign Shareholding Ratio

From 20% to less than 30%[Status of Major Shareholders]Name / Company Name
The Master Trust Bank of Japan, Limited (Trust Account)

Shares Held (Shares)

Percentage (%)

97,197,100

9.80

Custody Bank of Japan, Limited (Trust Account)

64,605,945

6.51

Custody Bank of Japan, Limited (Trust Account 4)

34,808,900

3.51

Sumitomo Mitsui Banking Corporation

31,668,430

3.19

Nippon Life Insurance Company

25,658,305

2.59

Mizuho Bank, Limited

21,636,990

2.18

Oji Group Employee Stock-holding Association

19,933,485

2.01

The Norinchukin BankSTATE STREET BANK WEST CLIENT – TREATY
505234
Chieko Fujisada

16,654,660

1.68

15,425,726

1.55

14,844,782

1.50

Controlling Shareholder(excluding Parent Company)
Parent Company

None

Supplementary Explanation-6-

The Company, owning 22,271,000 of its treasury stocks as of March 31, 2021, is not included in the Status of
Major Shareholders.

3. Corporate Attributes

Fiscal Year-End

Tokyo Stock ExchangeFirst Section
MarchType of Business

Pulp & Paper

Listed Stock Market and Market Section

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

More than 1000
More than ¥ 1 trillion
From 100 to less than 300

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
5. Other Special Circumstances which may have Material Impact on Corporate Governance--7-

II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Supervision of Management
1. Organizational Composition and Operation
Company with Audit & Supervisory Board

Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation

Not determined
1 yearNumber of Directors

Company Chairperson(only if he/she does not concurrently serve as the President)
12 persons

Status of Appointment of Outside Directors

Appointed

Number of Outside Directors

4 persons

Number of Independent Directors

4 persons

Chairperson of the Board

Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

Michihiro Nara
LawyerToshihisa Takata
Other
Sachiko Ai
From another company
Seiko Nagai
Scholar* Categories for “Relationship with the Company”* ”○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past
* “●” when a close relative of the Director presently falls or has recently fallen under the category;“▲”when a close relative of the Director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive Director or Executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an Executive thereof
e. Major client or supplier of the Company or an Executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides remuneration as a Director/Audit & Supervisory Board
Memberg. Major shareholder of the Company (or an Executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the Director himself/herself only)
i. Executive of a company, between which the Company’s Outside Directors/Audit & Supervisory Members
are mutually appointed to (the Director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
k. Others-8-Outside Directors’ Relationship with the Company (2)NameMichihiro Nara

Toshihisa Takata

Sachiko Ai

Designation as
Independent
Director○○○

Supplementary
Explanation of
the Relationship
-

-

-

-9-

Reasons of Appointment
As a lawyer, Mr. Nara has a wealth ofexperience, a high level of expertise, and awide range of insight, especially in the civil
and commercial fields. Mr. Nara has been
appointed as an Outside Director based on the
Company’s judgement that he will be able toexpress his opinions on the Company’s
management from various perspectives,
including a legal perspective as a lawyer,
independent of management
Mr. Nara is designed as an Independent
Officer as it is unlikely that he has any
conflict of interest with the Company’s
general shareholders, for the facts that hedoes not go against any of the standards of
independence for Independent Officers set by
the Tokyo Stock Exchange.
As a diplomat, Mr. Takata has served as anambassador to New Zealand, and has a wealthof experience, a high level of expertise, and awide range of insight. Mr. Takata has been
appointed as an Outside Director based on the
Company’s judgement that he will be able toexpress his opinions on the Company’s
management from various perspectives,
including an international perspective as aformerdiplomat,independentofmanagement.
Mr. Takata is designed as an Independent
Officer as it is unlikely that he has any
conflict of interest with the Company’s
general shareholders, for the facts that hedoes not go against any of the standards of
independence for Independent Officers set by
the Tokyo Stock Exchange.
Through her business experience in corporate
sales, corporate planning, and corporate
consulting at a major trust bank, Ms. Ai has
not only a high level of expertise in thefinancial sector but also a wealth of insight
into a wide range of business trends in Japanand Overseas. Ms. Ai has been appointed as
an Outside Director based on the Company’s
judgement that she will be able to express her
opinions on the Company’s management fromvarious perspectives, including perspevtivesof business and finance, independent ofmanagement. Ms. Ai is a Director andManaging Executive Officer (CAO) of

Seiko Nagai-○

Mitsubishi UFJ Trust and Banking
Corporation (the “Trust Bank”). Although theTrust Bank holds shares of the Company, thenumber of shares is less than 0.1% of the total
number of shares issued by the Company, andthe Company has no outstanding loans fromthe Trust Bank. Ms. Ai is also a Managing
Executive Officer Group Deputy CAO of
Mitsubishi UFJ Financial Group, Inc. (the“Financial Group”). Although the Company
holds shares of the Financial Group, thenumber of shares is less than 0.1% of the total
number of shares issued by the Financial
Group.
Ms. Ai is designed as an Independent Officer
as it is unlikely that she has any conflict ofinterest with the Company’s generalshareholders, for the facts that she does not goagainst any of the standards of independence
for Independent Officers set by the Tokyo
Stock Exchange.
After working as a manager at a major airline
company, Ms. Nagai is currently engaged inresearch and student education as a university
professor, and has a wealth of experience, ahigh level of expertise, and a wide range of
insight. Ms. Nagai has been appointed as an
Outside Director based on the Company’s
judgement that she will be able to express her
opinions on the Company’s management fromvarious perspectives, including professional
perspectives cultivated through customer
service and university education activities,
independent of management.
Ms. Nagai is designed as an Independent
Officer as it is unlikely that she has any
conflict of interest with the Company’s
general shareholders, for the facts that she
does not go against any of the standards of
independence for Independent Officers set by
the Tokyo Stock Exchange.

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

Established

Committee’s Name, Composition, and Attributes of Chairperson

Committee’s NameAll Committee Members

Committee
Corresponding
Nomination Committee
Nomination Committee

toCommittee
Corresponding
Remuneration Committee
Compensation Committee

6 persons

6 persons

Full-time Members

None

None

Inside Directors

2 persons

2 persons- 10 -toOutside Directors

4 persons

4 personsOutside Experts

None

None

Other

None

None

Inside Director

Inside Director

Chairperson
Supplementary Explanation

The Nomination Committee and the Compensation Committee have been established as advisory bodies tothe Board of Directors, deliberate on the following matters, and submit reports to the Board of Directors.
･Nomination Committee
1. Nomination policies for candidates for Directors and Audit & Supervisory Board Members
2. Appointment policies for Corporate Officers
3. Nomination of Directors and Audit & Supervisory Board Members, appointment of Corporate Officers
4. Dismissal of Directors, Audit & Supervisory Board Members, and Corporate Officers in cases where they
do not satisfy the nomination and appointment policies
5. Succession planning for the Director of the Board, President
6. Appointment and dismissal of Advisors･Compensation Committee
1. Remuneration system and levels for Directors and Corporate Officers
2. Evaluation of Directors and Corporate Officers
3. Analysis and evaluation of the effectiveness of the Board of Directors
4. Remuneration system and levels for Advisors
The Nomination Committee and the Compensation Committee comprise the Chairperson, the President andall Independent Directors, with the President serving as the Committee Chair.
In fiscal 2020 (the period from April 1, 2020 to March 31, 2021), the Nomination Committee was held oncewith the attendance rates of its members were as follows: Susumu Yajima 100%, Masatoshi Kaku 100%,
Michihiro Nara 100%, Toshihisa Takata 100%, and Sachiko Ai 100%. During the same period, theCompensation Committee was held twice with the attendance rates of its members were as follows: Susumu
Yajima 100%, Masatoshi Kaku 100%, Michihiro Nara 100%, Toshihisa Takata 100%, and Sachiko Ai
100%.
* Sachiko Ai was newly appointed in June 2020.The attendance rate at the Compensation Committee held
during her term of office was 100%.
(Committee members are as of fiscal 2020 for both the Nomination Committee and the Compensation
Committee.)With the addition of 1 Independent Director in June 2021, the Committees will consist of 2 Inside Directors
and 4 Independent Directors.
[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory
Board Members Stipulated in the Articles ofNot determined

Incorporation
Number of Audit & Supervisory Board Members

5 persons

Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit Department
Audit & Supervisory Board Members regularly meet with the Accounting Auditor to receive explanations onplans and implementation status of audits as well as financial statement audit results, and exchange opinions.
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Audit & Supervisory Board Members and the Company’s Internal Audit Department meet once every month
to exchange information on audit plans and results, and ensure cooperation between them.
Regarding Independent Directors and Independent Outside Audit & Supervisory Board Members, the content
of the Holdings Management Meeting and the Group Management Meeting is reported twice a month, inprinciple. Through these opportunities, reports and opinions are exchanged in order to form a collaborative
relationship.
*The number of Audit & Supervisory Board Members decreased from 5 to 4 (3 to 2 Independent Outside
Audit & Supervisory Members) following the death of Norio Henmi in November 2020.
Appointment of Outside Audit & Supervisory

Appointed

Board Members
Number of Outside Audit & Supervisory Board

3 personsMembers
Number of Independent Outside Audit &3 personsSupervisory Board Members

Outside Audit & Supervisory Board Members’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

l

m

Mikinao Kitada
LawyerHidero Chimori
LawyerNoriko Sekiguchi
Certified accountant* Categories for “Relationship with the Company”* ”○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past
* “●” when a close relative of the Director presently falls or has recently fallen under the category;“▲”when a close relative of the Director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive Director or accounting advisor of the Company or its subsidiaries
c. Non-executive Director or Executive of a parent company of the Company
d. Audit & Supervisory Board Member of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an Executive thereof
g. Major client or supplier of the Company or an Executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides remuneration as a Director/Audit & Supervisory Board
Memberi. Major shareholder of the Company (or an Executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the Director himself/herself only)
k. Executive of a company, between which the Company’s Outside Directors/Audit & Supervisory Members
are mutually appointed to (the Director himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
m. Others
Outside Audit & Supervisory Board Members’ Relationship with the Company (2)- 12 -

Name
Mikinao Kitada

Hidero Chimori

Noriko Sekiguchi

Designation as
Independent
Audit &
Supervisory
Board Member○○○

Supplementary
Explanation of
the Relationship---

Reasons of Appointment
As a prosecutor and a lawyer, Mr. Kitada has
a wealth of experience, a high level ofexpertise, and a wide range of insight. The
Company has appointed Mr. Kitada as an
Outside Audit & Supervisory Board Member
based on its judgement that he willappropriately fulfill his duties as an Outside
Audit & Supervisory Board Member.
Mr. Kitada is designed as an Independent
Officer as it is unlikely that he has any
conflict of interest with the Company’s
general shareholders, for the facts that hedoes not go against any of the standard of
independence for Independent Officers set by
the Tokyo Stock Exchange.
As a lawyer, Mr. Chimori has a wealth ofexperience, a high level of expertise, and awide range of insight, particularly in thefields of corporate legal affairs and corporate
governance. The Company has appointed Mr.
Chimori as an Outside Audit & Supervisory
Board Member based on its judgement that hewill appropriately fulfill his duties as an
Outside Audit & Supervisory Board Member.
Mr. Chimori is designed as an Independent
Officer as it is unlikely that he has any
conflict of interest with the Company’s
general shareholders, for the facts that hedoes not go against any of the standard of
independence for Independent Officers set by
the Tokyo Stock Exchange.
As a certified accountant, she has a wealth ofexperience, a high level of expertise, and awide range of insight in corporate accounting,and a wealth of practical experience atcompanies. The Company has appointed Ms.
Sekiguchi as an Outside Audit & Supervisory
Board Member based on its judgement that hewill appropriately fulfill his duties as an
Outside Audit & Supervisory Board Member.
Ms. Sekiguchi is designed as an Independent
Officer as it is unlikely that she has any
conflict of interest with the Company’s
general shareholders, for the facts that she
does not go against any of the standard of
independence for Independent Officers set by
the Tokyo Stock Exchange.

- 13 -

[Independent Directors/Audit & Supervisory Board Members]
Number of Independent Directors/

7 personsAudit & Supervisory Board Members

Matters relating to Independent Directors/Audit & Supervisory Board Members[Incentives]
Incentive Policies for Directors

Performance-linked remuneration, stock options

Supplementary Explanation
While the Company had adapted stock options as stock-based remuneration for Directors (excluding
Independent Directors, the same applies hereinafter) since 2006, it decided to replace it withperformance-linked and stock-based remuneration and passed a resolution at the 92nd annual general meetingof shareholders on June 29, 2016, to motivate Directors to contribute more to improving the medium- tolong-term business performances and enhancing corporate values. In addition, the Board of Directors held on
June 21, 2019 has approved the continuation of performance-linked and stock-based remuneration system.
Under the performance-linked, stock-based remuneration system, a trust funded by the Company acquires theCompany stocks, and delivers those of the number equivalent to points granted to each Director in accordancewith certain criteria such as business results and financial indicators, to each Director. The Company sharesare delivered to each Director at the time of retiring from the Board of Directors, in principle. The initial trust
period of the trust is three years, and it may be extended and continued for another three years at the
expiration, based on the resolution of the Board of Directors. Please refer to the Company’s Financial Reports
for the method of calculating the points.
Accordingly, new granting of stock options has been discontinued.
Financial Reports (Japanese only):<https://www.ojiholdings.co.jp/ir/library/security.html>
Recipients of Stock Options

Inside Directors

Supplementary Explanation
New grant of stock options has been discontinued, as stated in the above.
[Director Remuneration]
Disclosure of Individual Director’s Remuneration

No Individual Disclosure

Supplementary Explanation
Remuneration paid to Directors and Audit & Supervisory Board Members is disclosed in the Company’s
Business Report and the Financial Report, which provide a breakdown of total amount paid by type. The
Company does not disclose individual remuneration. In fiscal 2020, the total amount of remuneration for 15
Directors was 565 million yen.
Policy on Determining Remuneration Amounts
and Calculation Methods

Established- 14 -

Disclosure of Policy for Determining Remuneration Amounts and Calculation Methods(a) Overview of remuneration, etc. for corporate officers
The Company designs the executive remuneration system by emphasizing its role in encouraging the Board of
Directors to promote the sustainable growth of the Company and the enhancement of corporate value over the
medium to long term and to improve profitability and capital efficiency.
Specific Director remuneration system and decision policies are defined in the Fundamental Policies on
Corporate Governance. Remuneration for corporate officers comprises: (1) base remuneration, (2) bonus,
which is remuneration reflecting short-term business performances, and (3) stock-based remunerationreflecting medium to long term improvements in corporate value. Decision on remuneration shall be made at
the Board of Directors following the deliberation and reporting of the Compensation Committee.
The total remuneration amount shall be within the limit set by the resolution of a general meeting ofshareholders. Based on the resolution of the 97th annual general meeting of shareholders held on June 29,
2021, the total amount of (1) and (2) shall not exceed 800 million yen per annum and, separately from (1) and(2) above, (3) shall not exceed 570,000 points per fiscal year, where 1 point is generally equivalent to 1 sharein the Company. Note that new granting of stock options has been discontinued as a result of the introductionof the stock-based remuneration system. Remuneration for Independent Directors comprises (1) only.
The level of remuneration for individual Directors is determined in principle according to the position of each
Director, taking into account trends in social standards and changes in the long-term business environment
surrounding the Company.
The total amount of remuneration for Audit & Supervisory Board Members shall be determined through thediscussions of Audit & Supervisory Board Members within the limit set by the resolution of a general meetingof shareholders. The total amount of remuneration for Audit & Supervisory Board Members shall be 97
million yen or less per annum based on a resolution of the 82nd annual general meeting of shareholders heldon June 29, 2006.
(b) Decision-making body for defining remuneration determining policy and its activities
Decision-making authority for determining amounts of remuneration for Directors of the Company or
methods of calculation is vested in the Board of Directors and such decisions shall be made following thedeliberation and reporting of the Compensation Committee.
The Compensation Committee consists of the Chairman, the President and all Independent Directors and has
the role of deliberating on performance appraisal of the Directors and Group Corporate Officers, remuneration
system and levels for Directors and Group Corporate Officers, analysis and evaluation of the effectiveness of
the Board of Directors, and remuneration system and levels for Advisors, and to submit reports to the Boardof Directors. The Compensation Committee held meetings twice in the fiscal year under review, deliberated
on remuneration system and levels, and performance appraisal, etc. for the Directors, and submitted reports to
the Board of Directors. Based on the reports from the Compensation Committee, the Board of Directors madedecisions on matters regarding remuneration.
(c) Percentages of payment of performance-linked remuneration and other remunerations
Remuneration for Directors is comprised of (1) base remuneration that is fixed remuneration, and (2) bonus
and stock-based remuneration that is performance-linked remuneration. The basic payment percentages are:fixed remuneration of 50%, bonus of 25%, and stock-based remuneration of 25% for Inside Directors andfixed remuneration of 100% for Independent Directors. Percentages of payment vary according to changes inbonus and stock-based remunerations, which are performance-linked remunerations.
(d) Methods of calculating performance-linked remunerations(Method of calculating bonus)
Because bonus is remuneration reflecting short-term business performances, consolidated operating profit
shall be used as an evaluation indicator for 70% of the base amount of bonus for each Director (excluding
Independent Directors). For the remaining 30%, appraisal based on the business performance of each segmentof which the Director is in charge is reflected. Each of the 70% and 30% portions fluctuates in the range of 0
to 150%.
(Method of calculating stock-based remuneration)
Stock-based remuneration is provided to further clarify the link between the remuneration for the Directors
and the Company’s business performance as well as the value of its shares and making the Directors share not
only the benefits of higher share prices but also the risks of lower share prices with shareholders, thereby- 15 -

providing greater motivation to contribute to improving business performance and increasing corporate value
over the medium to long term. In addition, as the Company aims for an expansion of corporate scale while
maintaining a high level of quality as a medium to long term target, the ratio of payment of
performance-linked stock remuneration is linked with consolidated net sales and consolidated ordinary profit,and fluctuates in the range of 0 to 150%.
Please refer to the Company’s Financial Report for details on the performance-linked method of bonuses andstock remuneration.
Financial Reports (Japanese only):<https://www.ojiholdings.co.jp/ir/library/security.html>[Supporting System for Outside Directors and/or Audit & Supervisory Board Members]
In view to strengthen the supervisory function of Outside Officers, contents of Holdings Management
Meetings and Group Management Meetings as well as issues to be discussed by the Board of Directors arereported to them two times every month, in principle. In addition, on-site inspections are conducted as part ofefforts to further improve Outside Officers’ understanding of the Group. Since October 2020, as part of efforts
aimed at “improving the effectiveness of the Board of Directors,” the observer participation (voluntary) of
Outside Officers in the Group Management Meetings has been started to encourage further sharing
information.
The Audit and Supervisory Board Members’ Office has been established as a system to assist duties of all
Audit & Supervisory Board Members including Independent Outside Audit & Supervisory Board Members.
With several employees that include dedicated employees appointed in it, the Audit & Supervisory Board
Members’ Office conducts reports on important information to Independent Outside Audit & Supervisory
Board Members.
[Status of Retired Representative Directors & Presidents]
Name

Position/Status

Description ofWork

Retirement

DutiesConfiguration/Conditions

Date(Full-time or part-time,

President, etc.

with

or

of

Term
the

of

Officewithout

remuneration, etc.)
-

-

-

-

Total number of advisors/counselors who are former
Representative Directors/Presidents, etc.
Others--0 personOnly when the necessity for business is particularly recognized, the Company appoints a person
who has retired from the Board of Directors to an Advisor after deliberation and reporting by the
Nomination Committee, which is comprised by the Chairman, the President and all Independent
Directors. An Advisor engages in the work requested from the President and does not participate
in management decisions. The term of office is 1-2 years based on internal regulations. An
Advisor is paid a certain amount of remuneration which is determined by deliberation andreporting by the Compensation Committee, which is comprised by the Chairman, the President
and all Independent Directors.

- 16 -

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)
The Company has adopted a COMPANY system under which the Company undertakes the formulation ofGroup management strategies as well as the supervision of the Group governance, while each COMPANY
comprised of closely associated businesses forms the center of the Group’s business operations. This structure
accelerates decision making by each business unit and clarifies management responsibilities.
Decisions on execution of important matters concerning the Group’s management are made by the Board of
Directors, following deliberations by Holdings Management Meetings and (or) Group Management Meetings.
Execution of businesses in accordance with the decisions made by the Board of Directors is promptly
implemented by Group Corporate Officers and COMPANY Presidents. At the same time, the Company
secures a check-and-balance function within the Group by clearly determining authority and responsibility ofeach organization in its Organization Regulations, Group Management Regulations and Authorities
Regulations. In addition, the Company formulates in-house regulations on obtaining approvals, Group CEO’s
Decisions Regulations and COMPANY President’s Approval Regulations, and appropriately operates businessprocedures based upon them.
The Company has established the Internal Audit Department to audit the Group’s internal controls, in order tostrengthen internal controls. In the area of finance, each division manager carries out independent and strict
management in accordance with internal accounting regulations, and the Internal Audit Department regularly
monitors transactions in each division to confirm the effectiveness of the control function and the reliability offinancial reporting.
As a company with the Audit & Supervisory Board, the Company strives to strengthen the governance of theentire Group through audits of the execution of duties by Directors by Audit & Supervisory Board Members
and the Audit & Supervisory Board.
In 2015, the Company established the Nomination Committee and the Compensation Committee as advisory
bodies to the Board of Directors. In addition to improving the objectivity and transparency of decisions madeby each Committee, the Compensation Committee analyses and evaluates the effectiveness of the Board of
Directors.
In principle, the Board of Directors is held once every month and comprises 12 Directors including 4
Independent Directors.
In principle, the Audit & Supervisory Board is held once every month and comprises 5 Audit & Supervisory
Board Members, of which 3 are Independent Outside Audit & Supervisory Board Members.
Please refer to the Fundamental Policies on Corporate Governance for the policies and procedures concerning
nomination of Officer candidates and remuneration of Officers.
<https://www.ojiholdings.co.jp/english/group/policy/governance.html>
The Company has concluded contracts for limitation of liability, by which the liability stipulated in the Article
423, paragraph (1) of the Japanese Companies Acts is limited by the provision of the Article 427, paragraph(1) of the said Acts, with all Independent Directors and Independent Outside Audit & Supervisory Board
Members, in accordance with the articles of incorporation. The amount of limit of liability for damages under
the said contracts is to be the amount specified in laws and regulations.
The Company has entered into contracts for officer’ liability insurance (D&O insurance) with insurancecompanies under the provisions of Article 430, 3, paragraph (1) of the Japanese Companies Act, with
Directors, Audit & Supervisory Board Members, and Corporate Officers as insured persons. In the event thatan insured person receives a claim for damages during the insurance period in connection with the executionof his/her duties, the insurance contract covers the legal liability and court costs, etc. However, in order not to
impair the appropriateness of the execution of duties by the insured person, the insured persons shall notcause any damage arising from criminal acts, other illegal acts or intentional acts. The insurance premium isentirely borne by the Company.

3. Reasons for Adoption of Current Corporate Governance System
The Company's Audit & Supervisory Board appoints 5 Audit & Supervisory Board Members, including 3
Independent Outside Audit & Supervisory Members. There are 2 standing Audit & Supervisory Board
Members, and 1 of them possesses considerable knowledge of finance and accounting. Audit & Supervisory
Board Members conduct audits on Directors’ business executions based upon audit plans set at the Audit &Supervisory Board, through actively making attendances in the Board of Directors and other important
Meetings. All 3 Outside Audit & Supervisory Board Members have been designated as Independent Officers- 17 -

based on the provisions of the Tokyo Stock Exchange, and this has been notified to the Exchange.
In 2007, the Company has introduced Independent Directors to strengthen monitoring of management and to
pursue a corporate management which has higher degrees of transparency and efficiency.
At the Ordinary General Meeting of Shareholders held in June 2021, the Company increased the number of
Outside Director by 1. As a result, 4 of 12 Directors are Outside Directors, and Outside Directors make up 1/3of the Board of Directors. All 4 Outside Directors have been designated as Independent Officers based on theprovisions of the Tokyo Stock Exchange, and this has been notified to the Exchange.
To be noted, the Company has introduced the Executive Officer system in 1999 (“Executive Officer” wasrenamed to “Corporate Officer” along with the transition to a pure holdings company system on October 1,2012), in order to speed up decision-making, strengthen systems for business execution, and clarify executive
responsibilities.
With such systems in mind, the Company recognizes that it is committed to enhancing its effective monitoringof management.

- 18 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures for Vitalization of General Meeting of Shareholders and Smooth Exercise of Voting Rights
Early Notification ofGeneral Shareholder Meeting
Allowing Electronic Exerciseof Voting Rights
Participation inElectronic Voting Platform
Providing Convocation Noticein English
Other

Supplementary Explanations
In principle, a convocation notice is sent 3 weeks prior to a general meetingof shareholders. A convocation notice is also posted on the Company’s
website before being sent.
Electronic exercise of voting rights, excluding that via mobile phone, isallowed.
The Company participates in electric voting platform.
An English translation of a convocation notice is posted on the Company’s
website.
Regarding a business reporting at a general meeting of shareholders, theCompany works to make it easy-to-understand through visualization using
narration and monitors.

2. IR Activities
Supplementary Explanations
RegularInvestor
Briefings forAnalysts andInstitutional
Investors

Explanation by

Executives hold financial results briefings on the day of theannouncement of financial results for the second quarter and the final
financial results, and small meetings on the day of announcement offinancial results for the first and the third quarters for analysts andinstitutional investors.
Due to the spread of COVID-19, the above events are currently held
online.

Posting of
IR Materials
on Website

EstablishmentofDepartment
and/orManager in
Charge of IR
Other

Following information are being posted on the Company’s website:-Annual/Quarterly Financial Reports-Summary of Consolidated Financial and Business Results-Information and explanatory materials on account settlement-Management briefing materials (on Medium-tern Management Plan, etc.)-Timely disclosure materials other than financial results
etc.
The Company’s website:<https://www.ojiholdings.co.jp/english/ir/>
Public Relations and Investor Relations Department is responsible forinvestor relations. In addition, relevant departments responsible forsubject operations work together with the Public Relations and Investor
Relations Department as necessary.
[Activities for domestic/overseas analysts and institutional investors]
1)Individual interviews on financial and business results, ESG
engagements, etc.
2)R&D IR briefing sessions3)Participation in conferences
4)Mill/plant tours (domestic/overseas)
https://ojiholdings.disclosure.site/en/themes/141/- 19 -

Representative(s)Yes3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting Positions of
Stakeholders
Implementation ofEnvironmental Activities, CSR
Activities etc.

Supplementary Explanations
The Company respects the positions of and fosters the relationship of trustwith its diverse stake holders by encouraging its officers and employees
promote corporate activities with an awareness of their responsibility as
corporate citizens and a high ethical principle worthy of the trust of society,pursuant to the provisions of the “Oji Group Corporate Code of Conduct”.
The Group regards the environmental problems as one of priority issues in
its management, and has formulated the “Oji Group Environmental Charter”
along with the “Environmental Charter Action Guidelines” to reflect thephilosophies of the Environmental Charter in its business activities.
In September 2020, the Group newly established the “Environmental Vision
2050” as its long-term vision for the environment, and the “Environment
Action Program 2030” which will be started in fiscal 2021 with the target
achievement year as fiscal 2030.
The core of the “Environmental Vision 2050” is to maximize the CO2
absorption and fixation capacity of forests through forest conservation andplanting, while thoroughly saving energy in the manufacturing and logistics
sectors and expanding the use of renewable energy. By doing so, the Groupwill work toward the goal of net zero carbon (net zero greenhouse gas(GHG) emissions) in 2050.
As part of this process, the Group sets a target to reduce GHG emissions by
70% or more by fiscal 2030 from the fiscal 2018 level. At the same time, theGroup will make concerted efforts to promote the effective use of resources,
reduce various environmental impacts, and maintain and conserve
biodiversity.
“Environmental Vision 2050”< https://ojiholdings.disclosure.site/en/themes/191/>“Environment Action Program 2030”< https://ojiholdings.disclosure.site/en/themes/150/>
Since 2003, the Group has been participating in the United Nations Global
Compact, supporting the Ten Principles in the areas of “human rights, labor,
the environment, and anti-corruption”, and striving to put them into practicein its daily business activities. The Sustainability Strategies, the materiality
issues, and the KPIs are published in the “Oji Group Integrated Report”.
As a result of these activities, the Company is included in the following
stock indices for ESG investments, etc.
-FTSE4Good Global Index, and FTSE Blossom Japan Index-Dow Jones Sustainability Asia Pacific Index-MSCI Japan Empowering Women Select Index (WIN)-JPX-Nikkei Index 400-SOMPO Sustainability Index-S&P/JPX Carbon Efficient Index
The status of the Group’s environmental and CSR activities is available inJapanese and English on the Group’s website for a wide range ofstakeholders.
The Company’s website:< https://www.ojiholdings.co.jp/english/>
Sustainability Report (Online)- 20 -

Other< https://ojiholdings.disclosure.site/en/ >Oji Group Integrated Report:< https://www.ojiholdings.co.jp/english/ir/information/group_report.html ><Efforts for Human Resources Development, Working Style Reforms, andPromotion of Diversity>
As the end of March 2021, 54% of the Group’s approximately 36,000
employees were working overseas. At the Group, management has actively
committed to promoting diversity. It appointed an employee with foreign
citizenship as Corporate Officer in 2019, and the ratio of women on the
Board of Directors and Audit & Supervisory Board reached 23.5% (4persons) in June 2021. The Group welcomes a wide variety of values andpromotes Human Resources Development, Working Style Reforms, andDiversity Promotion.
[Human Resources Development]
1. Next-generation development
2. Global human resource development
3. Management training and training by job type
4. Support for employee development[Promotion of Working Style Reforms]
The Group works on developing the working environment in which eachand every employee can make the most of his/her ability.
1. Reduction of total working hours and promotion of operational efficiency
2. Initiatives to establish personnel systems for promotion of working stylereforms(1) Role-based personnel grading system(2) Certified researcher system, creative human resource development
system(3) Retirement at age 65[Promotion of Diversity]
The Group strives to carry out initiatives that enable its diverse humanresources, regardless of gender, age, disability or nationality, to actively
assume roles at work, to ultimately strengthen the Group’s competitivenesswith their diverse values and ideas.
1. Change of mindset and behavior of management level employees
2. Development of abilities and careers of diverse human resources
3. Improvement in work-life management.
With regard to the promotion of female participation, the Company works on
supporting career development of women in career-track positions andpractical training in each workplace, aiming at the goal of “female managers
ratio 5.5% (as of the end of March 2025 in the Group’s 16 companies)”. As
of March 31, 2021, the percentage of women in managerial positions was
3.6% at domestic consolidated companies (10.6% at Oji Holdings(non-consolidated)), 30.5% at overseas consolidated companies, and 11.8%
at consolidated companies in total.
The Company has actively worked on the recruitment of people withdisabilities, such as establishing a special subsidiary “Oji Clean Mate(cleaning business of the head office building)” mainly for people withintellectual disabilities in July 2007. As of June 1, 2021, the employment
rate of persons with disabilities was 2.31% (previous year: 2.27%) at 6
companies covered by the Group (including Oji Holdings), meeting thestatutory employment rate of 2.3% (the figure was 2.04% for the entire
Group (previous year: 2.03%)). The Company will continue to expand therecruitment of people with disabilities.

- 21 -

<Establishment of the Oji Group Human Rights Policy>
The Group believes that the responsibility to respect human rights is an
important element of the global code of conduct. In August 2020, the Groupestablished the “Oji Group Human Rights Policy” based on the United
Nations Guiding Principles on Business and Human Rights to further
strengthen and implement its initiatives on respect for human rights. Under
the policy, the Group will continue its effort to uniformly introduce
measures related to human rights and ensure that all domestic and overseas
Group companies are made thoroughly aware of the basic policies.
In fiscal 2020, human rights education was provided through training for
newly appointed managers at each COMPANY, etc. (a total of 8 training
meetings were held with 165 participants).
<Efforts to Improve Employee Health>
In October 2020, the Group established the “Oji Group Health Declaration”
and is working to ensure the health of its employees under the supervisionof the Chief Health Officer (Group CEO). The Group promotes healthpromotion activities in cooperation with each health insurance union andlabor union of the Group, and industrial physicians at each business site. In
order to reduce the risk of diseases such as lifestyle-related diseases andmental health, the Group works to create a workplace where each employee
is physically and mentally healthy and can demonstrate his/her abilities,
such as by enhancing various medical examinations and health consultation
desks. In March 2021, the Company was recognized under the 2021
Certified Health and Productivity Management Organization Recognition
Program (Large Enterprise Category).
<Evaluation of Efforts for Promotion of Diversity>
In June 2017, the Company was selected as an “MSCI Japan Empowering
Women Select Index (WIN)”, ESG Index by MSCI, in recognition of its
efforts to promote diversity. In addition, in December 2017, the Company
was awarded the L-boshi the Highest Level, which is given to an excellent
company under the Law for Promotion of Women’s Participation andAdvancement. In March 2021, the Company was selected as “Nadeshiko
Brand” for the second time since 2018, which is given to companies that are
taking excellent initiatives for the promotion of active social participation
by women.
*Sustainability Report (Online)< https://ojiholdings.disclosure.site/en/themes/143/ >- 22 -

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
The Company sets the “Matters Concerning Development of Systems to Ensure Listed Company’s
Appropriate Business Operations (i.e. Fundamental Policies on the Construction of an Internal Control
System)” as the following, pursuant to the provisions of the Article 362, paragraph (4), item (vi) of theJapanese Companies Act and the Article 100, paragraph (1) and paragraph (3) of the Ordinance of theJapanese Companies Act.
1. A system for ensuring that the execution of duties by Directors and employees of Oji Holdings (the“Company”) and its subsidiaries shall comply with laws, regulations, and the Articles of Incorporation(1) The Company, having established the Oji Group Corporate Code of Conduct and the Oji Group
Behavior Standard, reconfirms that Directors and employees of the Company and its subsidiaries shallpromote corporate activities with an awareness of responsibility as a corporate citizen and by a strong
sense of ethics that respond to the trust of society, and promises to continue such activities.
(2) The Company shall strive to identify and remedy any problems by establishing a division for ensuring
thorough compliance with laws and regulations through development of a Group-wide compliancesystem including training on legal compliance and an internal whistleblowing system.
(3) The Company has established an internal system for preventing any form of relationship with
anti-social forces by introducing an internal contact office. The Company shall maintain a firm stanceagainst anti-social forces.
(4) The Internal Audit Department shall conduct audits on compliance and report the results of the audits at
the meeting stipulated in the Group Regulations.
2. A system related to the storage and management of information regarding the execution of duties byDirectors(1) The Company shall store and manage documents (including documents issued by electromagnetic
means) in accordance with laws and regulations and the Company’s regulations on the handling of
documents. Documents shall be accessible by Directors and Audit & Supervisory Board Members at all
times upon request.
3. A system including regulations on the management of risks on loss to the Company and its subsidiaries(1) Important matters related to the Group-wide risk management and internal control systems shall bedeliberated and reported, and proposed amendments to the Fundamental Policies on the Construction of
an Internal Control System shall be deliberated, at a meeting stipulated in the Group Regulations.
(2) The Company shall clarify its risk management structure by establishing fundamental regulations on the
management of the Group’s risks, and at the same time, manage Group-wide risks exhaustively and- 23 -

comprehensively and establish a system for handling each specific risk.
(3) The Internal Audit Department shall conduct audits on the status of risk management and report theresults to the meeting stipulated in the Group Regulations.
4. A system for ensuring efficient execution of duties by Directors of the Company and its subsidiaries(1) The Company shall establish a Group-wide management philosophy, fundamental management
policies, medium-term management plans, and annual budget of the overall Group to clarify the goals
and tasks to be shared by Directors and employees of the Company and its subsidiaries.
(2) Each Director of the Company and its subsidiaries shall implement specific measures related tooperations they are in charge of by following the above philosophy, fundamental policies, and plans,check the status of their progress accurately and promptly by making use of information technology
systems and similar tools, and report the status to the Board of Directors of the Company and its
subsidiaries. The Group shall establish a system for better achieving targets and completing tasks byencouraging improvements to eliminate or reduce factors that impair efficiency(3) The Company shall clarify the authorities and responsibilities of employees of the Company and its key
subsidiaries in an attempt to ensure their duties are carried out organizationally and efficiently.
5. A system for ensuring appropriate business operations of the corporate group consisting of the Company
and its subsidiaries, and a system related to reporting to the Company on matters concerning the executionof duties by Directors of the Company’s subsidiaries(1) The roles of the Company and its subsidiaries and the Group’s governance structure shall be clearlystipulated in the Group Regulations.
(2) Unified procedures for internal approval and reporting in the Group shall be stipulated in the Group
Regulations, thereby ensuring internal checks within the Group.
6. Matters related to employees who assist Audit & Supervisory Board Members in the execution of theirduties, matters related to the independence of such employees from Directors, and matters related tosecuring the effectiveness of directions to such employees, which apply where the assignment of such
employees is requested by Audit & Supervisory Board Members(1) The Company shall establish a division that assists Audit & Supervisory Board Members in theexecution of their duties and assign several dedicated employees who are capable of validating theCompany’s business operations(2) The division that assists Audit & Supervisory Board Members in the execution of their duties shall be
under the direct control of the Audit & Supervisory Board, and personnel reassignment and personnel
evaluations of employees who belong to the division and disciplinary actions against them shall be
subject to approval by Audit & Supervisory Board Members.
- 24 -

(3) Employees who belong to the division that assists Audit & Supervisory Board Members in the executionof their duties shall follow directions and orders from Audit & Supervisory Board Members.
7. A system for reporting to Audit & Supervisory Board Members by Directors and employees of theCompany and its subsidiaries, Audit & Supervisory Board Members of the subsidiaries, and those who havereceived reports from these persons, and a system for ensuring that they shall not receive disadvantageous
treatment as a result of the reporting(1) It is stipulated in the Group Regulations that matters related to the execution of important duties andmatters that may cause a substantial loss should be deliberated or reported at a meeting specified by theGroup Regulations. The Company shall secure a system under which important matters are reported to
Audit & Supervisory Board Members through their attendance at the meeting or the inspection of
documents.
(2) Directors and employees of the Company and its subsidiaries and Audit & Supervisory Board Membersof the subsidiaries shall report matters to the Audit & Supervisory Board, including those that are
deemed necessary by Audit & Supervisory Board Members and those that Audit & Supervisory Board
Members specially request them to report, in addition to matters designated by law, on an as-neededbasis.
(3) The Company shall report the status of compliance, such as internal audits, risk management, andwhistleblowing, to Audit & Supervisory Board Members on a regular basis.
(4) The Company shall secure a system that ensures that under the whistleblowing system, whistleblowers
shall not receive any disadvantageous treatment as a result of their whistleblowing.
8. Matters related to policies on expenses generated concerning the execution of duties by Audit &Supervisory Board Members(1) Where an Audit & Supervisory Board Member has requested a payment of expenses needed for the
execution of their duties, such expenses shall be processed promptly.
(2) The Company shall set an annual budget for the expenses needed by Audit & Supervisory Board
Members for fulfilling the audit plan.
9. Other systems for ensuring that audits by Audit & Supervisory Board Members shall be conductedeffectively(1) The Company shall provide opportunities for regular exchanges of opinions between Audit &Supervisory Board Members and the Representative Director and Accounting Auditors.

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Based on the said Fundamental Policies, the Company constructs an internal control over financial reporting,conducts assessment on effectiveness of the internal control, and creates an internal control report subject to a
resolution of the Board of Directors.

2. Basic Views on Eliminating Anti-Social Forces
As for measures to eliminate anti-social forces, the Company describes the improvement of the system in the“Fundamental Policies on the Construction of an Internal Control System” as mentioned above. It clearlystates in the “Oji Group Corporate Code of Conduct “that it would discontinue the relationship with
anti-social forces, and works to ensure that all officers and employees are fully informed.

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

AdoptedSupplementary Explanation(1) Fundamental Policies on Control of Company
Given that the Company’s shares have been listed on stock exchange and subject to free transactions by its
shareholders and investors, the Company does not categorically reject even a large-scale purchase as long as it
is based on a proposal that contributes to the corporate value and common interests of shareholders of theCompany. With respect to such a proposal, the Company believes that the decision as to whether to respondto it should to be left ultimately to a judgment of its shareholders.
Under the management philosophies of “Creation of Innovative Value”, “Contribution to the future and theworld”, and “Harmony with Nature and Society, the Group works to increase its corporate value over the
medium to long-term as we proceed “beyond the boundaries”. Setting “Profitability Improvement ofDomestic Business”, “Expansion of Overseas Business”, and “Promotion of Innovation” as the fundamental
policies of the management strategy, the Group aims to become a global corporate group through“Contribution to a Sustainable Society”. Besides, as the largest owner of forests in the private sector, theGroup regards sustainable forest management and the medium- to long-term maintenance and enhancement ofpublic values of forests as one of its social responsibilities. With this in mind, the Company believes thatproviding appropriate information concerning a purchaser and securing an adequate period for consideration,
including an opportunity to consider alternative proposals, are indispensable in order for shareholders to makean appropriate judgment when there was a proposal on a large-scale purchase. However, there may be somecases where the Company and its shareholders are not provided with sufficient time and information to study
details of such proposals or alternative proposals, etc. In addition, there may be some proposals which do notcontribute to the corporate value and common interests of shareholders of the Company, considering an aimof purchases as well as management policies after purchases. The proposals, for example, include those
clearly infringe the corporate value and common interests of shareholders of the Company; those which havea sort of structure that could pressure shareholders into agreeing to purchases; or those with an objective
probability to extremely harm the Company’s corporate value including its social credibility or to create
extreme disadvantages to the Company’s shareholders.
The Company considers that any individual that conducts or makes a proposal on such large-scale purchases
is not appropriate as an individual to manage decision-making of the Company’s financial and operational
policies.
(2) Overview of the Policy to Address Large-Scale Purchase of the Company’s Shares (Takeover Defense
Measures)
The Company has introduced the “Policy to Address Large-Scale Purchase of the Company’s Shares(Takeover Defense Measures)”, with an aim to prevent any individual that is judged inappropriate to manage
decision-making of the Company’s financial and operational policies, according to the above-written- 27 -

“Fundamental Policies on Control of Company”, from actually doing it.
In concrete terms, the Company requests a large-scale purchaser who is about to purchase the Company’s
shares that are equivalent to 20% or more of its voting rights, to comply with the Large-Scale Purchase Rules
which aim to secure a period for gathering and studying information as well as an opportunity for offering
alternative proposals. The Board of Directors of the Company evaluates and considers a proposal, taking into
account whether a large-scale purchaser complies with the Rules, and whether a large-scale purchase causes adifficult-to-recover damage to the Company or a substantial loss to the interests of the Company’s
shareholders as a whole. Then, the Board of Directors may voice an opinion as the Board of Directors, offer
an alternative proposal to the Company’s shareholders, and, in some cases, take a countermeasure. In ensuring
objectivity, fairness and rationality regarding this decision, the Company establishes the Special Committee
which is independent from the Board of Directors and comprises 3 persons that include 2 Independent
Directors and 1 Independent Outside Audit & Supervisory Board Member. Although the final decision as towhether to take a countermeasure against a large-scale purchase or to hold a general meeting of shareholders
to confirm the shareholders’ intent on the decision is to be made by the Board of Directors, the Board of
Directors is asked to maximally respect recommendations from the Special Committee. Having said, theCompany shall unexceptionally hold the general meeting of shareholders to confirm the shareholders’ intent,
unless it is extremely difficult to do so, and follow the resolution passed on whether to take a countermeasure;
when the Company has an intention to take a countermeasure even though a large-scale purchaser complies
with the Large-Scale Purchase rules and only for a reason that a large-scale purchase act falls into a specificpattern.
For more details, please refer to “Continuation of Policy to Address Large-Scale Purchase of the Company’s
Shares (Takeover Defense Measures)”, the document which was disclosed on May 25, 2020. The said
document is available at the Company’s website, <https://www.ojiholdings.co.jp/english/ir/>.
For your additional information, the continuation of the Policy until the conclusion of the last ordinary general
meeting of shareholders within 3 years from the ordinary general meeting of shareholders held on June 26,
2020 was approved by shareholders at the ordinary general meeting of shareholders held on June 26, 2020.
For details of the current Special Committee, please refer to the disclosure document dated June 29, 2021,“Notice Regarding Partial Changes to Special Committee Members Based on the Policy to Address
Large-Sale Purchase of the Company’s Shares (Takeover Defense Measures).

2. Other Matters Concerning Corporate Governance System<<Overview of System for Timely Disclosure>>
The Company’s systems for timely disclosure of company information are as follows.
(1) Disclosure of Decided Facts
Any matter that is decided at the Board of Directors or meetings stipulated in the Management Meetings
Regulations is disclosed in accordance with the Securities Exchange’s rules.
(2) Disclosure of Occurrence of Facts
In a case where an important fact occurs, a Director and a department in charge that have recognized theoccurrence of the fact will conduct a report to the Board of Directors or meetings stipulated in the- 28 -

Management Meetings Regulations, and will disclose in accordance with the Securities Exchange’s rules. In
addition, in a case of an occurrence of any fact that requires an urgent disclosure, the Representative Director
will promptly make a decision on the disclosure.
(3) Disclosure of Account Settlement Information
With regards to account settlement information, financial figures are prepared by the Corporate Governance
Division, approved by the Board of Directors, and then disclosed.
(4) Management of Inside Information
Inside information among officers and employees are thoroughly managed in accordance with the “Group
Inside Information and Inside Trading Prevention Regulations”.

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