Corporate Governance Report
Last Update: March. 22, 2024

Oenon Holdings, Inc.
Yuji Nishinaga, President and CEO
Contact: Corporate Communication Dept.
+81-3-6757-4584
Securities Code: 2533
https://www.oenon.jp/
The corporate governance of Oenon Holdings (the “Company”) is described below.

I.

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

1. Basic Views
The Oenon Group (“the Group”) operates businesses based on biotechnologies derived from fermentation
technologies in the Alcoholic Beverages, the Enzymes and Pharmaceuticals, and other fields, guided by its
group corporate philosophy: “From the bounty of nature and with biotechnology as our base, we aim to help
people find enjoyment and health through food.”
The Group considers the provision of safe and secure products to customers its top priority. It conducts
business activities in accordance with group-wide universal concepts—specifically, a focus on customers anda focus on profit—and concurrently pursues initiatives that contribute to “the co-creation of future value,”
while aiming to enhance the quality of its management and ultimately achieve sustainable growth andmaximize corporate value for the Group over the medium to long term.
To enhance the quality of its management, achieve sustainable growth, and maximize corporate value, theGroup ensures transparency and fairness in decision-making processes related to management, andaccordingly works to establish a corporate governance structure that promotes timely and decisive decisionmaking.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code][Supplementary Principle 3.1.3]<Disclosure based on the TCFD framework >The Group has established an environmental policy in 2021 and is actively engaged in initiatives to reduce
environmental impact through its business activities, as well as to promote measures that have a positive
impact on the environment.
Details of the Group’s efforts to address environmental issues can be found on our website(https://www.oenon.jp/english).
In fiscal 2023, we installed solar power generation systems at the Group’s main factories. Other initiatives
included the introduction of green electricity to GODO SHUSEI’s Tokyo Factory (we aim to expand thiseffort to all business facilities by fiscal 2026) and the installation of shochu meal drying equipment at
FUKUTOKUCHO’s Kurume Factory.
In fiscal 2024, we will continue working to introduce green electricity at all factories and comply with the Act
on Rational Use and Appropriate Management of Fluorocarbons.
By fiscal 2030, the Oenon Group targets a 46% reduction in greenhouse gas emissions (compared with fiscal
2013), and we are working toward this goal. As of fiscal 2022, we had reduced emissions by 26%.

We will develop an internal system to analyze climate change scenarios and assess their impact asrecommended by the TCFD, and prepare disclosures in line with the TCFD framework.

[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1.4]
The Company strategically holds shares of other listed companies deemed necessary to maintain andstrengthen trading relationships between the Group and business partners, and to achieve sustainable growthand improve corporate value for the Group over the medium to long term.
If the significance of holding certain shares has weakened, the Company gradually disposes of the holdings
while taking into consideration conditions at the relevant companies.
Each year, the Board of Directors examines the purpose of its holdings by carefully reviewing theirappropriateness and whether the associated benefits and risks are commensurate with cost of capital, anddiscloses the results of this review.
When exercising votes for cross-shareholdings, the company for each proposal confirms and reasonably
determines factors such as whether the exercise will contribute to growth in group-wide corporate value overthe medium to long term.
[Principle 1.7]
When the Company engages in transactions with its officers, major shareholders, or other related parties, itobtains approval in advance from the Board of Directors—which includes independent directors—and reports
to the Board of Directors after such transactions have been completed without delay.
[Supplementary Principle 2.4.1]<Approach to Ensuring Diversity>
The Oenon Group recognizes that human resources with diverse perspectives based on differing values areindispensable for adapting to a highly uncertain business environment, achieving sustainable growth of the
Oenon Group, and enhancing corporate value over the medium to long term. Based on this understanding, we
will ensure diversity in the attributes of our core human resources by thoroughly conducting evaluations andappointments based on individual abilities without regard to attributes, and by promoting organizational
development that makes the most of their characteristics and individuality.
In June 2020, we launched the "Project to Promote the Participation and Advancement of
Women" and have been promoting initiatives to promote women's empowerment. At theOrdinary General Meeting of Shareholders held in March 2023, Project Leader Ms. Yukari
Nakase was appointed the company's first female corporate auditor.
Over the years ahead, we will continue to make efforts to develop core human resourcesthat ensure diversity so as to promote the appointment of women and other core humanresources to officers.
<Voluntary and Measurable Targets for Ensuring Diversity, and Status of Ensuring Diversity>(1) Women
The Oenon Group has set numerical targets and is actively promoting the appointment of women to
management positions.
(Numerical targets) Women in management positions Now (2024): 12 Target: 15 Target date: 2024
(2) Mid-career hires
People hired mid-career account for 29.8% of management positions in the Oenon Group, and we recognize
no differences in promotions timing due to the point in their career when people were hired. The Group has
not set a target for the appointment of employees to management positions, as it is not in line with the gist of
this policy.
(3) Foreign nationals
The Oenon Group has no overseas locations and is developing its business only at locations within Japan.
Accordingly, at this stage we have no plans to proactively hire foreign nationals.
<Human Resource Development Policies, Policies for Developing the Internal Environment, and Their
Implementation Status>(1) Human resource development policies
The Oenon Group recognizes the importance of building a system that ensures diversity in the attributes of
the core human resources who support the directors, and that enables these core human resources to bepromoted to directors as they gain experience. We promote understanding of the significance of diversity anddevelop core human resources who can make full use of the diversity of our employees through training
courses that enable them to learn management skills that fully leverage diversity.
(2) Policies for developing the internal environment
The Oenon Group recognizes that the realization of diverse work styles not only improves productivity andcreativity, but also leads helps to secure diverse human resources. To secure a diverse range of humanresources, the Group will develop an internal environment that facilitates diverse and flexible work styles.
(3) Implementation status
Implementation status is disclosed on the Company’s website (https://www.oenon.jp/english/).
[Principle 2.6]
The Oenon Group has introduced two types of corporate pension: defined benefit corporate pensions anddefined contribution corporate pensions. The management of the funds of the defined benefit corporate
pension plan is entrusted to an investment management institution with expertise and extensive experience,and the exercise of voting rights is also entrusted to the same institution, thereby avoiding conflicts of interest
between the beneficiaries of the corporate pension plan and the Oenon Group. Given the size of the corporate
pension plan, we have not appointed or assigned any specialist personnel, but we will work to fulfill ourfunctions as an asset owner by monitoring investment institutions.
[Principle 3.1]
(1) Corporate philosophy, business strategies, and medium-term management plans disclosed on Company
website (https://www.oenon.jp/) and through other channels.
Its corporate philosophy is also presented in “1. Basic Views” under “Basic Views on Corporate Governance,
and Basic Information on Capital Structure, Corporate Attributes, and Other Matters” of this report.
(2) Basic views and basic policy on corporate governance disclosed on Company website(https://www.oenon.jp/) and through other channels.
Its basic views on corporate governance are also presented in “1. Basic Views” under “Basic Views on
Corporate Governance, and Basic Information on Capital Structure, Corporate Attributes, and Other Matters”
of this report.
(3) Basic policies and procedures to determine officer remuneration disclosed on Company website(https://www.oenon.jp/) and through other channels.
The same information is also presented in “Remuneration Amounts and Presence/Absence of Determination
Policy for Calculation Method” under “Status of Management and Administration Organization forManagement-Related Decision-Making, Execution, and Supervision, and other Corporate Governance
Structures” of this report.
(4) Basic policies and procedures to select or dismiss its representative director and to nominate director andauditor candidates disclosed on Company website (https://www.oenon.jp/) and through other channels.
(5) The reasons behind the selection of director candidates are as presented in reference document “Proposal
3: Appointment of One Director” accompanying the Convocation Notice for the 115th General Meeting of
Shareholders, and reference document “Proposal 2: Appointment of Four Directors” accompanying theConvocation Notice for the 116th General Meeting of Shareholders. The Convocation Notice for the 115th
General Meeting of Shareholders and the Convocation Notice for the 116th General Meeting of Shareholders
are disclosed on the Company’s website (https://www.oenon.jp/).
The reasons behind the selection of auditor candidates are as presented in reference document “Proposal 3:
Appointment of Three Auditors” accompanying the Convocation Notice for the 11116th General Meeting of
Shareholders. The Convocation Notice for the 116th General Meeting of Shareholders is disclosed on the
Company’s website (https://www.oenon.jp/).
[Supplementary Principle 3.1.3]
Initiatives for Addressing Issues Related to Sustainability
The Oenon Group recognizes that meeting the expectations of society and building a relationship of trust withsociety are essential to achieving sustainable growth and enhancing the Group's corporate value over the
medium to long term.
In accordance with the Oenon Group’s Corporate Group Philosophy, we maintain a combined customer- andprofit-oriented focus as a universal Group concept and strive to ask ourselves “as a good corporate citizen,
who do we serve and how do we serve them?” Through our business activities, we will fulfill our corporatesocial responsibility (CSR) by responding appropriately to issues surrounding sustainability (medium- tolong-term sustainability, including ESG factors), and we will strive to contribute to the realization of asustainable society and build a relationship of trust with society.
Details on initiatives for addressing issues related to sustainability are disclosed on the Company’s website(https://www.oenon.jp/english/).

<Investment in Human Capital, Intellectual Property, etc.>
The Oenon Group aims to be a company where each and every employee can enhance his or her abilities by
providing a comfortable working environment with consideration for health and safety, and by realizing aworking style that respects the diversity, personality, and individuality of employees.
Details on initiatives related to investment in human capital are disclosed on the Company’s website(https://www.oenon.jp/english/).
Information about investing in intellectual property are disclosed in our annual securities report, under“Research and development activities.” (Japanese only)[Supplementary Principle 4.1.1]
The Board of Directors makes decisions on matters specified in laws and regulations, matters specified in the
Company’s articles of incorporation, matters delegated to the Board of Directors by a resolution of the general
meeting of shareholders, and other important matters related to management. Decision-making for othermatters regarding business execution is delegated to the representative director and responsible directors.
The Board of Directors receives reports on delegated matters and matters related to management fromdirectors and group companies, and confirms operational decisions are consistent with the broad direction
reflected in the Company’s long-term vision, medium-term management plan, and management policies, andother plans.
[Principle 4.9]
The Board of Directors has established its own “Criteria Regarding the Independence of Outside Officers,”
and these are disclosed on the Company’s website (https://www.oenon.jp/).
[Supplementary Principle 4.10.1]
To enhance fairness and transparency in the decision-making process for nominating candidates for directors(including succession planning for directors) and for the remuneration of directors, the Company has
established the Nomination and Remuneration Committee under the Board of Directors. The committee,
which is composed mostly of independent outside directors, provides appropriate involvement and advice tothe Board of Directors, including from the viewpoint of diversity and skills. The Nomination andRemuneration Committee consists of three or more members (the majority of whom are independent outside
directors) selected by resolution of the Board of Directors.
[Supplementary Principle 4.11.1]
The Company ensures diversity in its Board of Directors by including directors with extensive experience invarious fields such as group businesses, sales, production, and management, as well as independent directors
who can exercise oversight of management from an independent and objective standpoint.
As per its Articles of Incorporation, the Company believes it is appropriate for the Board of Directors to haveno more than 10 directors to facilitate timely and decisive decision-making, and that it is necessary to appointat least two outside directors to support effective oversight of management from an independent and objective
standpoint.
In light of its management strategy, the Board of Directors nominates individuals who possess the expertise,capabilities, high sense of ethics, fairness, and integrity required of directors as director candidates.
When selecting directors, the representative director prepares a proposal, which is approved by the Board of
Directors following deliberation by a Nomination and Remuneration Committee that comprises a majority ofoutside directors. The proposal is subsequently submitted to the general meeting of shareholders for approval.
The skill matrix of the current directors is shown on the last page of this report. The Company plans to disclose
this information in the notice of the General Meeting of Shareholders from the time of the election of directors
at the next Ordinary General Meeting of Shareholders. The Company's Board of Directors currently consistsof five members, including two outside directors.
[Supplementary Principle 4.11.2]
If its directors or auditors concurrently intend to serve as officers at other listed companies (in director, auditor,
or executive positions), the Company requires that such activities are approved by the Board of Directors toensure the relevant directors and auditors can devote sufficient time and effort required to appropriately fulfill
their respective roles and responsibilities at the Company.
The status of important concurrent positions of directors and auditors is disclosed in the reference documents,
business reports, or other materials accompanying convocation notices.
[Supplementary Principle 4.11.3]
The Company has decided to analyze and evaluate the effectiveness of all its Board of Directors functions
each year by taking into consideration self-evaluations submitted by all directors and auditors as well as otherinformation, and it discloses a summary of the corresponding results on its website (https://www.oenon.jp/).
The Group also evaluates the effectiveness of the boards of directors at its four major subsidiaries.

The directors and auditors of all group companies complete self-evaluation surveys, and the effectiveness ofthe boards of directors of all group companies is evaluated based on the aggregated results.
In addition, summaries of evaluation results for each group company are reported by the group companies tothe Board of Directors.
Based on these summaries, the Company has been able to confirm the effectiveness of the boards of directorsof group companies in general terms.
Going forward, the Company will continue to perform regular evaluations of such effectiveness, and strive tofurther enhance the effectiveness of the boards of directors of major group companies.
[Supplementary Principle 4.14.2]
The Company’s basic policy is to provide continual opportunities for directors and auditors to receive training
required to appropriately fulfill their roles and responsibilities as a critical governance body of the Company.
[Principle 5.1]
The Company responds to the requests from shareholders to engage in dialogue as necessary and within areasonable extent. The Board of Directors establishes policies concerning constructive dialogue withshareholders and strives to promote such dialogue.
<Policy for Constructive Dialogue with Shareholders>
1. Have the director responsible for investor relations supervise and strive to realize constructive dialogue.
2. Make the Corporate Planning Dept. responsible for investor relations and have the department strive tocooperate with other departments involved in investor relations to ensure reasonable and smooth dialogue
with shareholders.
3. Proactively work to expand and enhance investor briefings and investor relations activities.
4. Appropriately and effectively relay shareholder views and questions learned through dialogue to the Boardof Directors.
5. When engaging in dialogue with shareholders, strive to prevent the handling or leaking of unannounced
important information in accordance with the Regulations Regarding Management of Internal Information
and Restrictions on Insider Trading, which aim to prevent insider trading.
(Status of Dialogue with Shareholders, etc.)<Main respondents in dialogues>
Dialogue with shareholders and institutional investors is handled by the President and CEO, who is incharge of investor relations.
<Summary of shareholders and institutional investors with whom dialogues were held>
The Company conducts individual meetings (including online meetings) with domestic and overseas
shareholders and institutional investors, and the attributes of correspondents at the meeting sites are diverse,
including analysts, fund managers, and voting officers. In addition, the Company strives to engage in dialogue
by holding financial results briefings for analysts and institutional investors (twice a year), briefings forindividual shareholders and individual investors (twice a year), and "Talk with the President" meetings (threetimes a year).
<Major dialogue themes>
Major dialogue topics include general business performance, medium- and long-term strategies, anddomestic and export sales of alcoholic beverages and enzymes.
<Internal feedback>The contents of dialogue with shareholders and other parties are reported to the Board of Directors asnecessary.
(Efforts to imbue management with an awareness of cost of capital and the share price)
The Group recognizes ROE as a measure of return on capital, and we strive to balance profitability andfinancial soundness, as well as to enhance corporate value through integration of financial and non-financial
aspects.

2. Capital Structure
Foreign Shareholding Ratio[Status of Major Shareholders]

From 20% to less than 30%

Name / Company Name
THE HONGKONG AND SHANGHAIBANKING CORPORATION LTD SINGAPORE BRANCH PRIVATEBANKING DIVISION CLIENT A/C 8221623793
The Master Trust Bank of Japan, Ltd. (Trust
A/C)
The Dai-ichi Mutual Life Insurance Co.
Oenon Holdings Employee Shareholder
Association
Nanyu Trading Company Ltd.
Hokuyo Bank, Ltd.
Custody Bank of Japan, Ltd. (Trust A/C)
J.P.MORGAN SE - LUXEMBOURG
BRANCH 381639
NORTHERN TRUST CO.(AVFC)RE IEDPAIF CLIENTS NON TREATY ACCOUNT
Mizuho Bank, Ltd.
Controlling Shareholder (except for Parent
Company)
Parent Company

Number of Shares
Owned
12,906,500

Percentage (%)
21.89

5,038,300

8.54

3,061,000
2,114,249

5.19
3.58

1,884,146
1,750,000
1,325,400
1,280,000

3.19
2.96
2.24
2.17

1,280,000

2.17

1,221,609

2.07

―
None

Supplementary Explanation―

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange Prime Market

Fiscal Year-End

DecemberType of Business

Foods

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

From 500 to less than 1000
From ¥10 billion to less than ¥100 billion /Less than 10

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―

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

Company with Kansayaku Board[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated inIncorporation

Articles of102

Number of Directors

Company Chairperson (except when concurrently serving
president & CEO)5

Number of Outside Directors

2

Number of Independent Directors

2

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
Yukimasa Ozaki
Lawyer
Tadao Saito
Academic*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 listed company or an executive thereofkf. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a director/kansayaku
g. 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 and the Company outside directors/kansayaku are mutually
appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others

Outside Directors’ Relationship with the Company (2)Supplementary
Explanation of
the Relationship

Yukimasa Ozaki

Designation as
Independent
Director○

Tadao Saito

○

―

Name

―

Reasons of Appointment(Reasons for appointment)
Since joining the Company as an outside
director in March 2015, Mr. Ozaki has
providedeffective
adviceandrecommendations to ensure the adequacy
and appropriateness of decision-making
by the Board of Directors from an
objective and neutral standpoint
independent from the Company’s
management team. In particular, he hasoffered opinions based on his specialized
expertise and extensive experience incorporate legal affairs as an attorney.
(Reasons for designation as independent
officer)
The Company does not permit conflictsof interest between itself and Mr. Ozaki,
and believes he is unlikely to haveconflicts of interest with generalshareholders. It therefore regards him as
independent, and designates him as anindependent officer.
(Reasons for appointment)
Since joining the Company as an outside
director in March 2016, Mr. Saito has
providedeffective
adviceandrecommendations to ensure the adequacy
and appropriateness of decision-making
by the Board of Directors from an
objective and neutral standpoint
independent from the Company’s
management team. In particular, he hasoffered opinions based on his specialized
expertise and extensive experience in the
enzymes and pharmaceuticals fields as a
researcher.
(Reasons for designation as independent
officer)

The Company does not permit conflictsof interest between itself and Mr. Saito,
and believes he is unlikely to haveconflicts of interest with generalshareholders. It therefore regards him as
independent, and designates him as anindependent officer.
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Established

Committee’s Name, Composition, and Attributes of Chairperson

All Committee Members

Committee
Corresponding
toNomination Committee
Nomination and Remuneration
Committee
3Committee
Corresponding
toRemuneration Committee
Nomination and Remuneration
Committee
3

Full-time Members

00Inside Directors

11Outside Directors

22

Outside Experts

0

0

Other

0

0

Chairperson

Outside director

Outside director

Committee’s Name

Supplementary Explanation
The Company ensures the independence, objectivity, and accountability of Board of Directors functions
related to matters such as the selection of director candidates and director remuneration, by providing
appropriate opportunities for engagement and advice to outside directors. It has established a Nomination andRemuneration Committee as a voluntary advisory body of the Board of Directors to further strengthen
corporate governance.
Members of the Nomination and Remuneration Committee are appointed by resolution of the Board of
Directors.
The Nomination and Remuneration Committee is composed of three or more members, the majority of whom
are independent directors.
The chairperson of the Nomination and Remuneration Committee is selected by resolution of the Nomination
and Remuneration Committee from among the committee’s members.
As of March 23, 2024
, the committee chairperson and members were as follows.
<Chairperson> Yukimasa Ozaki, independent director<Committee members> Yuji Nishinaga, president and CEO, and Tadao Saito, independent director
Based on advice from the Board of Directors, the Nomination and Remuneration Committee deliberates on
the following matters, and reports to the Board of Directors accordingly.
(Important Matters for Deliberation)
・Details of proposals related to appointment and dismissal of directors and auditors to be submitted to thegeneral meetings of shareholders.
・Selection and dismissal of the Companyʼs representative director and directors with executive duties.
・Policies and systems related to the remuneration of the Companyʼs directors and other matters.

・Details of individual remuneration and other matters for the Companyʼs directors.
・Details of proposals related to the remuneration of directors and auditors and other matters to be submitted
to the general meeting of shareholders.
The Nomination and Remuneration Committee consists of three members (Representative Director Yuji
Nishinaga, Independent Director Yukimasa Ozaki, and Independent Director Tadao Saito) selected by aresolution of the Board of Directors.
The chairman of the Nomination and Remuneration Committee is selected from committee members by aresolution of the committee.
The secretariat functions of the Nomination and Remuneration Committee are performed by the Corporate
Planning Dept.

[Kansayaku]
Establishment of Kansayaku Board
Maximum Number of Kansayaku Stipulated in
Articles of Incorporation
Number of Kansayaku

Established4
3

Cooperation among Kansayaku, Accounting Auditors and Internal Audit Departments
Auditors receive reports from and regularly exchange information with the Company’s external auditor (Ernst& Young ShinNihon LLC) about audit plans, results, and other details, and strive to conduct efficient audits.
In addition, the Company has established the Auditing Dept. as an internal audit department, and its auditors
aim to coordinate with the department in a flexible manner by receiving regular reports on internal audit plans
and audit implementation conditions from the department, and requesting inspections or other examinations
as necessary.
Appointment of Outside Kansayaku

Appointed

Number of Outside Kansayaku

2

Number of Independent Kansayaku

2Outside Kansayaku’s Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

Takayoshi Ono
CPA△
Reiko Oshika
from another company*
Categories for “Relationship with the Company”* ”○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Kansayaku of a parent company of the Company
e. Executive of a fellow subsidiary company of the Companylm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 compensation as a kansayaku
i. 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 kansayaku himself/herself only)
k. Executive of a company, between which and the Company outside directors/kansayaku are mutually
appointed (the kansayaku himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the kansayaku
himself/herself only)
m. Others
Outside Kansayaku’s Relationship with the Company (2)Name
Takayoshi Ono

Reiko
OshikaDesignation
Independent
Kansayaku○○asSupplementary
Explanation of
the Relationship
Prior to joining theCompany as an outside
auditor, Mr. Ono was an
employeeoftheCompany’s
external
auditor, Ernst & Young
ShinNihon LLC.

―

Reasons of Appointment(Reasons for appointment)
Mr. Ono possesses specialized expertiseand extensive experience in finance andaccounting as a certified public
accountant. The Company expects Mr.
Ono to leverage his expertise andexperience to exercise appropriate
governance functions for the Board of
Directors as an outside auditor from an
objective and neutral standpoint thatdiffers from internal officers, andselected him as an outside auditor
accordingly in 2019.
(Reasons for designation as independent
officer)Mr. Ono was previously an employee of
the Company’s external auditor, Ernst &Young ShinNihon LLC, but as asufficient period of time has passed since
his retirement from that company,
the Company believes he is not in aposition susceptible to influence by theintent of his former employer.
Accordingly, the Company believes Mr.
Ono is unlikely to have conflicts ofinterest with general shareholders.
(Reasons for appointment)
Ms. Oshika has specialized knowledge
and extensive experience in corporate
legal affairs. The Company expects Ms.
Oshika to leverage his expertise andexperience to exercise appropriate
governance functions for the Board of
Directors as an outside auditor from an
objective and neutral standpoint thatdiffers from internal officers, andselected him as an outside auditor
accordingly in 2023.
(Reasons for designation as independent
officer)
The Company does not permit conflictsof interest between itself and Mr.
Sonoda, and it believes he is unlikely tohave conflicts of interest with generalshareholders. It therefore regards him as
independent, and designates him as anindependent officer.
[Independent Directors/Kansayaku]
Number of Independent Directors/Kansayaku

4

Matters relating to Independent Directors/Kansayaku
The Company has designated two outside directors and two outside auditors, for a total of four independent
officers.
[Incentives]
Performance-linked Remuneration

Incentive Policies for Directors
Supplementary Explanation

In addition to bonuses linked to short-term earnings performance, the Company has adopted a stock-based
compensation (Board Benefit Trust [BBT]) system linked to medium- to long-term consolidated earnings
performance to remunerate its directors (excluding outside directors).
The stock-based compensation system not only clarifies the correlation between the Company’s earnings andits share value and enhances directors’ motivation to contribute to medium- to long-term earnings
improvement and corporate value expansion, but also ensures directors share the risks of fluctuations in thestock price with shareholders.
―Recipients of Stock Options
Supplementary Explanation―[Director Remuneration]
DisclosureofIndividual

Remuneration

Directors’

Disclosure for Selected Directors

Supplementary Explanation
With regard to director remuneration and other details, the Company discloses total amounts in its securities
reports and business reports. The total remuneration amount for directors in FY2023 was as follows:
Five directors: ¥135 million (of which ¥26 million for two outside directors)

* The Company had five directors as of December 31, 2022.
* In fiscal 2023, President and CEO Yuji Nishinaga’s total consolidated remuneration amounted to ¥101
million (¥67 million in base remuneration, ¥16 million in bonuses, and ¥17 million in share remuneration).
As the amount exceeded ¥100 million, we have stated this fact in our Annual Securities Report in accordancewith the "Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc."* The maximum annual remuneration amount for directors was set to “up to ¥180 million” (does not include
employee salary portion for employees serving as director) by a resolution of the 100th General Meeting of
Shareholders held on March 29, 2007.
* In addition to the aforementioned remuneration and other amounts, the Company has adopted a stock-based
compensation (BBT) system linked to earnings performance to remunerate its directors (excluding outside
directors). The remuneration under this system was set separately from the aforementioned maximum
remuneration by a resolution of the 110th General Meeting of Shareholders held on March 23, 2017 andresolution of the 114th General Meeting of Shareholders held on March 23, 2021. In FY2022. In FY2023, theamount of expenses recorded under this system was ¥34 million (paid to three directors).
Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods(1) Matters related to policy for determining details of individual directors’ remuneration
The Company has established a policy for determining remuneration of individual directors(hereinafter, “Determination Policy.”)
The company’s director remuneration is aimed at ensuring its ability to secure superior humanresources and motivate them to achieve sustainable growth for the Group and enhance
corporate value over the medium to long term. To ensure that the remuneration system
functioning sufficiently and is linked with shareholder interests, the Group’s basic policy is toensure that remuneration levels reflect those of industry peers, as well as economic and social
circumstances.
Specifically, director remuneration comprises i. base remuneration, ii. bonuses as short-term
performance-linked remuneration and iii. share remuneration as medium- to long-term
performance-linked remuneration.
Outside directors who have an oversight function receive base remuneration only, taking theirduties into consideration.
No retirement benefit system is in place for directors.
i. Base remuneration
This type of remuneration is fixed monthly remuneration determined on the basis of positions,
responsibilities and other considerations.
ii. Bonuses as short-term performance-linked remuneration
These amounts are determined on the basis of positions, responsibilities and otherconsiderations, as well as consolidated ordinary income. Payments are made each year on thedate of the ordinary general meeting of shareholders.
iii. Share remuneration as medium- to long-term performance-linked remuneration
Paid by Oenon shares and an amount of money calculated on the basis of the market price ofOenon shares, these amounts are determined on the basis of positions, responsibilities andother considerations, as well as to reflect consolidated ROE and consolidated ordinary income.
Share remuneration is generally paid when an executive steps down from his/her position.
Points used as the basis for calculation take into consideration the execution of duties bydirectors as of the date of the annual ordinary general meeting of shareholders during theperiod from the date of the ordinary general meeting of shareholders held the previous year tothe date of the ordinary general meeting of shareholders for the current year. Points (one point
equals one share) are granted on this basis.

The ratio of payment for base remuneration to bonuses to share remuneration is generally set
as 4:1:1 to provide motivation to help achieve sustainable growth for the Oenon Group andenhance corporate value over the medium to long term.
The Determination Policy is deliberated and approved by the Nomination and Remuneration
Committee and then decided by the Board of Directors, respecting the details of approval by
the Nomination and Remuneration Committee.
<Specific Details of Decisions on Remuneration by the Board of Directors and the Nomination andRemuneration Committee>
Deliberations and decisions on officer remuneration for this fiscal year were as follows.
February 24, 2023: The proposed amount of officer remuneration was approved by the Nomination andRemuneration Committee.
March 22, 2023: The Board of Directors resolved to pay officer remuneration based on the proposed
amount of officer remuneration approved by the Nomination and Remuneration Committee.
[Supporting System for Outside Directors and Kansayaku]
The Company does not provide dedicated assistants to outside directors, but the Corporate Planning Dept.
provides support to outside directors as necessary. The Company has established a framework to communicate
with management, providing opportunities for the representative director to explain proposals to independent
directors ahead of deliberations in board meetings.
The company provides dedicated assistants to auditors, who provide support to the auditors, including outside
auditors. It distributes materials and provides explanations through the Corporate Planning Dept. ahead ofboard and other important meetings. Outside auditors coordinate with the Auditing Dept. and the external
auditor, and collect necessary information to conduct audits.

2.Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)[Corporate Governance Structure of the Company for Group-Wide Management]
The Group has adopted a pure holding company structure that clearly distinguishes between management
oversight and execution functions, and established the following meeting bodies.
(Medium-Term Management Strategy Committee)
The Group in principle holds two meetings of the Medium-Term Management Strategy Committee per monthwith the aim of formulating its future strategic direction to achieve medium-term targets, outlining its ideal
vision for the Group, and creating new corporate value. The Medium-Term Management Strategy Committee
consists of the president & CEO of the Company, managers of the Corporate Planning Dept. and otherseparately nominated officers or employees of the Company or its group companies. The committee
deliberates on topics such as medium-term management strategies and specific related policies.
(Conference of Group Management)
The Group holds the Conference of Group Management with the aim of building consensus across the group(held twice each year in each division). The Conference of Group Management consists of the president &CEO and directors of the Company, and separately nominated directors, officers, or employees of groupcompanies. The meetings deliberate on group-wide specific measures and topics related to sales, production,and management as applicable to each division.
(CSR and Compliance Committee)
The Group in principle holds two CSR and Compliance Committee meetings per year with the aim ofsupporting and providing guidance for effective implementation of CSR and compliance by all employees of
the Company and its group companies. The CSR and Compliance Committee consists of the president & CEO
and directors of the Company, and separately nominated directors, officers, or employees of group companies.
The committee deliberates on topics related to internal controls and compliance.
(Nomination and Remuneration Committee)
The Company ensures the independence, objectivity, and accountability of Board of Directors functions
related to matters such as the selection of director candidates and director remuneration, by providing
appropriate opportunities for engagement and advice to outside directors, and it has established a Nomination

and Remuneration Committee as a voluntary advisory body of the Board of Directors to further strengthen
corporate governance.
The Nomination and Remuneration Committee consists of three members (representative director and two
independent directors) selected by a resolution of the Board of Directors.
[Governance Structure of the Company]
The Company has adopted a “company with an Auditing Group and external auditors” governance structure,and established the following meeting bodies.
(Directors and Board of Directors)
The Company has established the Board of Directors to exercise management oversight functions. The Boardof Directors supervises the execution of duties by the representative director and responsible directors. As ofthe date of submission of this report, the Board of Directors consisted of five members, including two outside
directors. The Company in principle holds one board meeting per month. The Board of Directors makes
decisions on matters specified in laws and regulations, matters specified in the Company’s articles ofincorporation, matters delegated to the Board of Directors by a resolution of the general shareholder meeting,and other important matters related to management. Decision-making for other matters regarding businessexecution is delegated to the representative director and responsible directors. The representative director andresponsible directors report the results of decision-making related to delegated matters and corresponding
implementation conditions to the Board of Directors.
(Auditors and Auditing Group)
The Company has appointed auditors and established the Auditing Group to exercise management audit
functions. All auditors conduct audits of the execution of duties by the representative director and responsible
directors. As of the date of submission of this report, the Board of Directors consisted of three members,
including two outside auditors. Auditors attend important meetings such as board meetings and theConference of Group Management, express their views, and accordingly conduct audits of the execution ofduties by the representative director and responsible directors.
(Auditing Dept.)
The Company has established the Auditing Dept. as an internal audit department that is independent frombusiness execution functions. The Auditing Dept. reports information to auditors for every internal audit ofgroup companies, conducts internal audits based on requests of auditors, constantly coordinates with auditors
by holding meetings as necessary and through other means, and accordingly plays a role in strengthening theaudit functions exercised by auditors.
(External Auditor)
The Company has appointed ERNST & YOUNG SHINNIHON LLC as its external auditor to exercise
management audit functions. The Company has used Ernst & Young Shinnihon LLC as its external auditor
for 52 consecutive years.
This period indicates the scope of investigation; the actual auditing period may be longer than this period.
Employees who execute audits are rotated appropriately. In principle, they do not contribute to auditing
operations for more than seven consecutive fiscal years.
Employees who lead the execution do not contribute to auditing operations more than five consecutive fiscal
years.
The external audit in FY12/23 was conducted by certified public accountants Daisuke Ishida and Masatoshi
Komiya, and assisted by 5 certified public accountants and 15 other personnel.

3. Reasons for Adoption of Current Corporate Governance System[Corporate Governance Structure for Group-Wide Management]
The Group has adopted a pure holding company structure that clearly distinguishes between management
oversight and execution functions to ensure transparency and fairness in decision-making processes related
to management, and to accordingly support timely and decisive decision-making. The Group’s businesses are
essentially supervised by individual companies operating under the group umbrella, and the main role of theCompany—which is a holding company—is to formulate the broad direction for the Group in the form of along-term vision, medium-term management plans, management policies, and other strategies, and monitor
and supervise whether business execution at group companies is in line with this direction.
In accordance with its Group Company Management Regulations, the Company supervises and supports the
management of group companies, and aims to ensure consistency with the broad direction expressed in its

long-term vision, medium-term management plans, management policies, and other strategies by engaging in
advance deliberations with and receiving reports from group companies on important matters.
[Corporate Governance Structure of the Company]
The Company has adopted a “company with an Auditing Group” governance structure to ensure transparency
and fairness in decision-making processes related to management. This structure provides two layers ofoversight in the form of oversight over business execution by directors and audits by individual auditors. Twoof the Company’s five directors are outside directors, and two of its three auditors are outside auditors. Basedon their strong expertise and extensive experience in corporate legal affairs, corporate management, finance,accounting, and other fields, the outside directors and outside auditors provide effective advice andrecommendations to ensure transparency and fairness of decision-making processes related to managementfrom an objective and neutral standpoint, and exercise appropriate governance functions with regard tobusiness execution functions. In addition, the Company aims to expand and enhance its governance functions
through coordination between the Auditing Dept.—an internal audit department that is independent frombusiness execution functions—and its auditors.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Early Notification of General
Shareholder Meeting

Scheduling AGMs Avoiding
the Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform
Providing Convocation Noticein English
Other

Supplementary Explanations
Prior to sending out convocation notices, the Company discloses theinformation included in the notices on its website (https://www.oenon.jp/),
the Tokyo Stock Exchange’s “Tokyo Stock Exchange Listed Company
Information Service” website, and the platform for the electronic exercise of
voting rights operated by ICJ, Inc. (February 27)
The Company sets the date for the general meeting of shareholders ahead ofpeak days (i.e., days on which many companies hold their shareholder
meetings).
The Company allows the electronic exercise of voting rights through theInternet.
The Company participates in the platform for electronic exercise of voting
rights operated by ICJ, Inc.
The Company prepares English translations of its convocation notices(condensed version of convocation notices and other reference documents)
and discloses these on its website (https://www.oenon.jp/).
The Company discloses its convocation notices for general meetings ofshareholders on its website (https://www.oenon.jp/). In addition, after general
meetings of shareholders, it promptly discloses voting results, notices ofresolutions (in Japanese and English), and Oenon Letter (reports) on its
website (https://www.oenon.jp/).

2. IR Activities
Preparation and Publication ofDisclosure Policy
Regular Investor Briefings for
Individual Investors

Supplementary Explanations
The Company has established a Disclosure Policy and discloses the policy on
its website (https://www.oenon.jp/).
The Company holds two briefings for individual investors per year, at which
the representative director and president & CEO provides an overview of theCompany, explains the characteristics of its main businesses, and reviews
results and earnings forecasts using prepared slides, and subsequently also
responds to questions.

Regular Investor Briefings forAnalysts and Institutional
Investors

The Company holds two results briefings per year, after the second quarterand after the end of the fiscal year. At such briefings, the representative
director and president & CEO mainly reviews results and earnings forecasts
and outlines recent priority initiatives and medium- to long-term management
strategies or other plans (depending on the circumstances) using preparedslides, and subsequently also responds to questions.

Regular Investor Briefings forOverseas Investors
Posting of IR Materials on
Website―Establishment of Department
and/or Manager in Charge of
IR
Other

The Company discloses (quarterly) financial reports (including English
translations), investors guides, the convocation notice for the general meetingof shareholders, notices of resolutions by the general meeting of shareholders,securities reports, Oenon Letter (reports), stock and stock price information,and other materials on its website (https://www.oenon.jp/).
Investor relations are handled by the Corporate Communication Dept.

The Company has positioned investor relations activities as an importantmanagement task, and all of its directors therefore actively participate ininterviews requested by analysts and institutional investors (several dozen
requests for interviews received per year).
The Company also organizes “Talks with the president & CEO” events
geared toward individual shareholders to facilitate a dialogue withshareholders and promote an understanding of group activities.
(In 2023, we held the event three times).
The Company conducts surveys when collecting applications for shareholder
benefits, and utilizes the obtained information as a reference for management
and investor relations activities.

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders

The Group has adopted “a focus on customers” and “a focus on profit” as its
universal values, with customers here used in the broad sense of
stakeholders, including all shareholders.
The Group makes appropriate disclosures in compliance with relevant laws
and regulations to gain the trust of its shareholders and other stakeholders
and ultimately realize group-wide sustainable growth and improvement incorporate value over the medium to long term.
The disclosures includes both financial information, such as financial
standing and operating results, and non-financial information, such as
business strategies and business issues, risk, and governance.
The Company also proactively works to provide information beyond that
required by law. The Company recognizes that disclosed information serves
as the basis for constructive dialogue with shareholders, and therefore works
to ensure that such information is accurate, clear, and useful to recipients.

ImplementationofEnvironmental Activities, CSR
Activities etc.

The Company recognizes that dealing with sustainability issues is an
important element of risk management. The Group aspires to be anorganization that is trusted by society as a good corporate citizen byworking to resolve sustainability issues, including social and environmental
matters, through business activities based on its universal values and its
group corporate philosophy: “From the bounty of nature and withbiotechnology as our base, we aim to help people find enjoyment and health

Development of Policies on
Information
Provisionto
Stakeholders
Otherthrough food.”
The Company has established a CSR and Compliance Committee with theaim of supporting and providing guidance for the implementation of CSR andcompliance activities in the Group, and it accordingly strives to realize
effective implementation of CSR and compliance across the Group. Some ofthese activities are presented in the Oenon Letter, which are disclosed on the
Company website (https://www.oenon.jp/).
The Company has formulated a Disclosure Policy, and accordingly makes
timely and appropriate disclosures of information.
The Company recognizes that human resources with diverse perspectives
that reflect diverse value systems are essential to achieve group-wide
sustainable growth and improvement in corporate value over the medium tolong term, and therefore aims to hire officers and employees with a diverse
range of attributes, and promotes the development of an organization thatleverages the unique characteristics and qualities of its personnel.
Specifically, the Company promotes organizational development driven by
four perspectives: gender, age, disabilities, and nationality. It is particularlycommitted to the active participation of women.
[Voluntary Action Plan for Promotion of Women to Officer or Managerial
Positions]
The Group has been working to promote and establish a work-life balancesince 2008. It has thus far endeavored to provide a work environment that
supports a diverse range of human resources, including women, andpromote related awareness by establishing Childcare and Nursing Care
Leave Regulations and a reduced working hour program, by introducing ahuman resources development system, as well as by proactively supporting
career development. In addition, it aims to establish new and expand
existing programs to secure and retain female employees, and supports
career enhancement initiatives such as training programs to promote women
to managerial positions.
At the 116th Ordinary General Meeting of Shareholders held in March
2023, Ms. Yukari Nakase (internal auditor) and Ms. Reiko Oshika (outside

auditor) were appointed the Company's first female officers. Of theCompany’s eight directors and auditors, two (1/4) are now women.
The Company is strengthening initiatives to promote the active participationof women. As of March 2023, the Company’s has 12 women in
management positions. By 2024, In 2024, we aimed to triple the number ofwomen in management positions throughout the Group compared with the2013 level (five in 2013, target of 15 in 2024), but we were unable to meetthis target. We will continue our efforts to train female candidates for
management positions and promote them to management positions.

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development<Basic Policy>
The Company has established the following systems to ensure appropriate business operations in its corporategroup consisting of the Company and its subsidiaries in accordance with the Companies Act and the Ordinancefor Enforcement of the Companies Act.
[1. Systems to ensure the execution of duties by directors and employees complies with laws, regulations, andthe Company’s articles of incorporation]
The Company has established a CSR and Compliance Committee consisting of the Company’s directors andseparately nominated directors, officers, or employees of group companies. The CSR and Compliance
Committee formulates
policies and corresponding measures related to matters such as group-wide compliance management and theestablishment of a safe and healthy work environment as a food company, and it supports and provides
guidance for the effective implementation of compliance and other matters by the Group’s directors andemployees. In addition, the Company has established the Auditing Dept. as an internal audit department thatis independent from business execution functions. The Auditing Dept. coordinates with the CSR andCompliance Committee, conducts audits of compliance conditions across the Group from an objective
standpoint, and reports audit results to the chairman of the CSR and Compliance Committee and theCompany’s auditors. In addition, the Company has established a framework for whistleblowing to eliminate
unlawful activities, and promotes internal awareness of the framework through various means, thus providing
an environment that facilitates reporting.
[2. Systems to store and manage information regarding the execution of duties by directors]
The Company provides a system for the storage and management of information (including the storage of
information on electromagnetic media) regarding the execution of duties by directors. In addition, it provides
a system that allows saved and stored information to be browsed at all times by directors and auditors.
[3. Regulations or other systems concerning the management of risk of loss]
In accordance with its Division of Duties Regulations and its Group Company Management Regulations, theCompany determines responsible departments for each risk category, manages risk through the responsible
departments, and strives to reduce risks and prevent risks from materializing. In addition, it has established a
CSR and Compliance Committee, conducts regular and irregular reviews of risk management conditions
across the Group, and oversees and manages group-wide business operation and management strategy risks.
In the event of an emergency, the chairman of the CSR and Compliance Committee convenes a meeting of
the committee, and establishes a system to minimize the expansion of losses.
[4. Systems to ensure efficient execution of duties by directors]
The Company has formulated Board of Directors Regulations, Regulations on Duties, Responsibilities, andAuthority, and Division of Duties Regulations, clarified the scope of responsibilities and authority among
directors and employees, and provided a system that ensures the duties of directors are exercised appropriately
and efficiently. The Company appoints outside directors to promote active board deliberations and strengthen
oversight functions.
[5. Systems to ensure appropriate business operations across the Group]

The Company has established a system to share management information among the Company and groupcompanies by holding meetings such as division-specific management meetings and CSR and Compliance
Committee meetings. The Company draws up necessary policies such as a group management policies andmedium-term management plans in accordance with its Group Company Management Regulations. In
addition, it manages and controls group companies, and strives to ensure appropriate operation of groupbusinesses based on such policies. In addition to audits performed by the Company’s auditors, the Company
also conducts internal audits led by its Auditing Dept. If necessary, it appoints its directors, auditors, or
employees as directors or auditors of group companies, thus establishing a system that ensures appropriate
business operations across the Group.
[6. If auditors request the assignment of employees to support their duties (“Assistants”), matters concerning
such assistants, and matters concerning the securing of independence of such Assistants from directors andthe effectiveness of directions issued to such Assistants]
If the Company is requested by auditors to allocate Assistants, it will establish a system to allocate dedicatedassistants. Decisions on matters such as personnel transfers, personnel evaluations, and disciplinary action for
Assistants will require advance approval from the Company’s auditors. In assisting the duties of theCompany’s auditors, Assistants will only follow the directions and orders of such auditors.
[7. Systems to report to auditors]
The Company has established a system under which its auditors can attend board meetings and other important
meetings such as the Conference of Group Management and CSR and Compliance Committee meeting, andexpress their views accordingly. It has also established a system under which its directors and employees orthe directors, auditors, and employees of group companies immediately notify the Company’s auditors ofmatters designated by law, matters that have a material impact on the Group, facts reported based on thewhistleblowing system, and other matters. In addition, the Company has established a system that allows its
auditors to request reports from its directors and employees or from the directors, auditors, and employees ofgroup companies as necessary. Furthermore, the company takes the necessary measures to ensure such reports
to auditors do not lead to disadvantageous treatment.
[8. Systems to ensure effective implementation of audits by other auditors]
The Company has established a system that ensures effective audits by having its auditors meet regularly andirregularly with its representative director and external auditor, and by having them coordinate with the
Auditing Dept. If auditors request advance payments, reimbursements, or other forms of payments for
expenses that arise during the execution of their duties, the Company rapidly processes the expenses orfinancial obligations, except for cases in which the requested funds are deemed unnecessary for the executionof the duties of the relevant auditors.
[9. Systems to prevent damage from antisocial forces]
The Company has tasked the Corporate Planning Dept. with overseeing matters related to antisocial forces inan effort to sever all relations with antisocial forces. It strives to cooperate with external specialized
institutions, including attorneys and police, and has established a system under which it takes a firm stanceagainst antisocial forces backed by group-wide organizational measures.
<Status of Enforcement>
In accordance with its Basic Policy on Internal Controls, the Company develops and continually reviews its
internal control systems framework. Following a resolution to revise its Basic Policy on Internal Controls
approved at the board meeting on May 29, 2015, the Company has worked to establish a new framework.

2. Basic Views on Eliminating Anti-Social Forces
In accordance with item 9. of its Basic Policy on Internal Controls, the Company has tasked the Corporate
Planning Dept. with overseeing matters related to antisocial forces in an effort to sever all relations with
antisocial forces. It strives to cooperate with external specialized institutions, including attorneys and police,
and has established a system under which it takes a firm stance against antisocial forces backed by groupwide organizational measures.

V. Other
1. Adoption of Anti-Takeover Measures

Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation―

2. Other Matters Concerning to Corporate Governance System<Overview of timely information disclosure system>
The status of the Company’s internal systems related to timely disclosure of corporate information is asfollows.
1. Management of information
In accordance with its Group Company Management Regulations, the Company regularly or as deemed
appropriate reports on necessary matters, including internal information and—given its characteristics as aholding company— decisions on, or the emergence of, important matters at group companies expected tohave an impact on the management, businesses, financial standing, operating performance, or other aspectsof the Group. Its Corporate Planning Dept. supervises the management of information related to important
policy decisions and other management information through the Conference of Group Management and dayto-day business activities.
2. Internal check functions
Information aggregated through the aforementioned reports and communication undergoes inspection,
checks, or other forms of verification by the Corporate Planning Dept. relevant meeting sessions, and affiliatedcompanies, and is subsequently reported to the officer in charge of information handling (manager of the
Corporate Planning Dept.) and the representative director and president & CEO. Matters that require adecision by the Board of Directors or need to be reported at board meetings are presented to the Board of
Directors.
Furthermore, as necessary, the Company seeks the advice of outside experts with regard to appropriate
checking and management of information.
3．Timely disclosure
For matters resolved or reported at board meetings or important facts that have emerged, the Company
promptly discloses matters for which timely disclosure is deemed necessary in accordance with various laws
and regulations such as the Financial Instruments and Exchange Act, and with the Rules on Timely Disclosureof Corporate Information by Issuers of Listed Securities established by the Tokyo Stock Exchange. The
relevant information is disclosed via TDnet, EDINET, and other press releases, as well as on the Company’s
website (https://www.oenon.jp/).

[Reference Document (1): Corporate Governance Structure]

General Meeting of Shareholders

Nomination andRemuneration
Committee

Selection,
dismissal

Selection,
dismissal

Board ofDirectors

Auditing
Group

LiaisonAudit

President
and CEO

Medium-Term Management
Strategy Committee
CSR and Compliance
Committee
LiaisonAuditing Dept.
Corporate
Communication Dept.

Internal audit

Quality Assurance
Dept.

Corporate
Planning Dept.

Supervisors for Each Risk Category
Management

Supervision

External
Auditor

Auditing
Dept.

Chairman

Conference of GroupManagement

Selection,
dismissal

Group Companies

Subject to Audits by Auditors and External Auditors

LiaisonAudit

[Reference Document (2): Internal Structure for the Timely Disclosure of
Corporate Information]

Board of Directors

Approval of
disclosure

President andCEO

Liaison(Manager of Corporate
Planning Dept.)

ReportingConference ofGroupManagement

Officer in Charge ofInformation Handling

Corporate
Communication
Dept.

Corporate
Planning Dept.

Reporting

Reporting

Resolved Matters, Facts,
Financial Results

Other Important
Matters

Internal Departments, Group Companies

Tokyo Stock Exchange

Reporting【 Reference Document (3): Skills Matrix 】
Specialization and Experience

Positions

Name
Corporate
management/
management
strategy

management
restructuringhumanresource
development/
diversity

finance/accounting/
M&A

●

●

President &
CEO

Yuji
Nishinaga●●

Chairman of
the Board

Yukio
Nagai

●

●

Director

Eiji
Sugahara●

OutsideDirector

Yukimasa
Ozaki

OutsideDirector

Tadao Saito

legalmanufacturin
g technology

sales/
marketingoverseasbusiness●

IT/digitalbiotechnology

●

●

●

●

●

●

●

●