[Translation]
Corporate Governance Guidelines
Mitsui Chemicals, Inc. (“MCI”)
Chapter 1

General Provisions

1.
Basic View on Corporate Governance
The Mitsui Chemicals Group (“MCI Group”) is constantly engaged in business activities torealize our Corporate Vision, which is comprised of our Corporate Mission, Corporate Target
and Our Ideal Vision for 2030. We recognize that efforts to achieve effective corporate
governance as part of that process will allow us:(i) to maintain and develop trusting relationships with MCI shareholders and all otherdiverse stakeholders of the MCI Group, and(ii) to create a framework that can execute transparent, fair, timely, and decisive decisionmaking,through which the MCI Group can achieve sustainable growth and increased corporate value
over the mid- to long-term.
Accordingly, MCI holds the enhancement of our corporate governance to be one of our key
management issues, and we will persevere in the efforts and measures laid out in these
Guidelines.
Corporate VisionCorporate Mission
Contribute broadly to society by providing high-quality products and services tocustomers through innovations and the creation of materials and products while
keeping in harmony with the global environment
Contributing to Society- Promoting human well-being- Contributing to the value of shareholders’ investments- Increasing customer satisfaction- Contributing to local communities- Promoting the happiness and fulfillment of employees
Corporate Target
To be a corporate group that continues to grow through solving social challenges andcreating diverse value with the power of chemistry
Our Ideal Vision for 2030
Chemistry for Sustainable World
A global solutions company that leads change
and contributes to a sustainable future1Chapter 2
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Relationship with Shareholders

General Meeting of Shareholders
The General Meeting of Shareholders is both the supreme decision-making body of MCI
and a valuable venue for direct and constructive dialogue with shareholders. As such,
MCI will endeavor to take the following measures so that the will of the shareholders isappropriately reflected in our management:(i) holding the Annual General Meeting of Shareholders on the day other than that on
which most other companies hold their meetings;(ii) sending convocation notices at least three weeks before the General Meeting of
Shareholders and publishing electronic data on the MCI website in both English
and Japanese prior to sending the notices;(iii) ensuring convenience for our shareholders in exercising their voting rights byimplementing online voting and using electronic voting platforms; and(iv) consulting with trust banks to take appropriate measures when institutional
investors that hold MCI shares under the name of the trust bank communicate inadvance their wish to exercise voting rights at the General Meeting of Shareholders
by themselves instead of the trust bank.
When a considerable number of votes have been cast against a proposal by MCI and the
proposal was approved, MCI will analyze the reasons behind opposing votes and why
many shareholders opposed, and will consider whether any measures are necessary in
response.
Basic Strategy for Capital Policy
MCI recognizes that our most crucial priority is the increase of our corporate value
through the growth and expansion of our businesses, and we also hold the return of profits
to shareholders as one of our key management issues. Our distribution of profits willcomprehensively take into account matters such as the return of profits to shareholders
and the strengthening of retained earnings in consideration of future strategies for growthand expansion.
With regard to shareholder returns, MCI will target a total return ratio, which is the ratioof combined stable and continuous dividends and flexible share buybacks to net income
attributable to owners of the parent, of at least 30%. In addition, with regard to dividends,
MCI will target dividend on equity attributable to owners of the parent (DOE) of at least3%.
MCI will endeavor towards improved business performance by allocating retained
earnings for proactive investment to accelerate further growth, expansion, and therealization of our optimum business portfolio, for research and development to create
innovative new technologies, and for other such initiatives.
MCI will include net D/E ratios, return on equity (ROE) ratios, return on invested capital(ROIC) ratios and others as management indicators in the management targets of the longterm business plan and conduct our management with an awareness of capital efficiency.
If MCI adopts a capital policy that results in the substantial dilution, we will seriously
examine the necessity and rationale of that policy and provide sufficient explanation to
our shareholders.

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Policy on Cross-shareholdings1
MCI will acquire and hold shares of our customers and suppliers when we conclude thatsuch holdings would contribute to the mid- to long-term increase of our corporate value
in consideration of the creation and strengthening of relationships and the developmentof business partnerships with them. Meanwhile, MCI will maintain a basic policy
whereby it promptly disposes and reduces the number of shares that are no longer worth
holding, and on an annual basis will accordingly have the Board of Directors examine
whether or not it would be appropriate to continue holding such shares in view of therespective business alliance, status of business transactions, cost of capital and other suchfactors.
MCI will appropriately exercise the voting rights of shares we hold while
comprehensively taking into account such factors as whether or not proposals by theissuer will contribute to our shareholding goals or harm shareholder value. In addition,
under circumstances involving a longstanding slump in business performance, a serious
compliance violation or other such development, MCI will sufficiently gather informationin the course of paying particularly close attention to the types of proposals listed below,
and accordingly will make decisions on whether to approve or disapprove of suchproposals.
Proposals on the appropriation of surplus, proposals on electing members of the board
and corporate auditors, proposals on granting retirement benefits, proposals onorganizational restructuring, proposals on takeover defense measures, etc.
Dialogue with Shareholders and Other Related Parties
The MCI Group values constructive dialogue with our shareholders and other relatedparties, and will strive to facilitate such dialogue through various opportunities focusedaround senior and top management (the president/CEO and other executive officers, etc.).
Through this dialogue, we will endeavor to foster greater understanding of the MCIGroup’s business strategies and business plans, and we will listen sincerely to the voicesof our shareholders and other related parties, absorbing and reflecting management
analysis and opinions from the point of view of our capital contributors, thereby leading
to the sustainable growth and mid- to long-term increase of corporate value for the MCIGroup.
If shareholders or other related parties request meetings for the purpose of engaging inconstructive dialogue that contributes to our sustainable growth and increased corporate
value over the mid- to long-term, the suitable person among the senior management andmembers of the board of the MCI Group will, in consideration of the purpose of themeeting, respond to such requests and meet with those shareholders or other relatedparties.
The MCI Group officers in charge of IR, the Corporate Administration & Legal Division,
the Finance & Accounting Division, the Human Resources Division, the Global Human
Resources Division, and the Corporate Sustainability Division will handle the overall
coordination of dialogue with shareholders and other related parties. Related departments
such as IR, the Corporate Planning Division, the Corporate Administration & Legal
Division, the Finance & Accounting Division, the Human Resources Division, and the
Corporate Sustainability Division will work to achieve organic cooperation through such

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Cross-shareholding: Cross-shareholdings here include not only mutual shareholdings but
also unilateral ones for reasons other than pure investment purposes.
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means as having certain staff members serve in multiple departments and regularly
sharing information.
The MCI Group will proactively work to provide opportunities such as explanatory
meetings for analysts and institutional investors, explanatory meetings for individual
investors, explanatory meetings on our businesses, facility tours, and overseas IR, and wewill promptly provide feedback to top management and other relevant departments
regarding the opinions and concerns learned through dialogue with shareholders and otherrelated parties at such events.
The MCI Group will endeavor to prevent insider information from being leaked during
dialogue with shareholders and other related parties through our Rules for administrationof insider trading and rules for administration of company information.
In order to contribute to constructive dialogue with our shareholders and other relatedparties, the MCI Group will regularly conduct beneficial shareholder identification
surveys and endeavor to fully grasp the shareholder ownership structure.

Chapter 3

Relationship with Stakeholders Other Than Shareholders

1. Building Favorable Relationships with Stakeholders Other Than Shareholders
The MCI Group will endeavor to build and maintain smooth and favorable relationships with
our stakeholders in full recognition that our sustainable growth and increased corporate value
over the mid- to long-term are the results of the cooperation and contributions of customers,
suppliers, creditors, local communities, employees, industry, government, academia, and allother diverse stakeholders.
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Corporate Action Guidelines, Core Values
The MCI Group recognizes that the careful and conscious actions of each officer andemployee add up, allowing us to earn the trust of our stakeholders. Therefore, we haveestablished the “Mitsui Chemicals Group Action Guidelines” (Always in Good Faith, For
People and Society, and Dream-Inspiring Innovation) that set forth our basic views andideal actions so that we always act in respect of the law and in accordance with corporate
ethics.
The MCI Group has established three Core Values (Challenge, Diversity, and One Team)to capture the spirit of our officers and employees working at sites around the world, toact as a unifying force that ensures we work toward the same goals, and to be a foundation,
instilled in each of our officers and employees, for making decisions and carrying out
operations on a global scale.
The MCI Group will ascertain as appropriate the degree to which the Action Guidelines
and Core Values permeate the Group through two-way communication and other suchmeans at each location.

3.
Addressing Sustainability Issues
The MCI Group is further embedding triple bottom line management, balancing the economy,
the environment and society, with ESG at its core, and promoting efforts to address social issues
through its business activities. In its Long-Term Business Plan “VISION 2030” formulated infiscal 2021, the MCI Group has cited aspirations that involve helping to realize a future society
in terms of “a circular society in harmony with the environment”, “a comfortable society in4which people can enjoy healthy lives and well-being”, and “an inclusive society creating diverse
value”. Furthermore, in order to achieve this, the MCI Group has identified material topics tobe addressed by the MCI Group. However, in order to capture changes in the businessenvironment and respond flexibly, the MCI Group reviews operations as necessary.
The MCI Group promotes basic strategies based on material topics in “VISION 2030”, and will
promote the following activities aiming to become a corporate group that continues to growthrough solving social challenges and creating diverse value with the power of chemistry:(1) With product design based on full life-cycle considerations in mind, MCI will work tosolve social challenges identified in the sustainable development goals (SDGs) and othersuch initiatives including reduction of environmental load and realization of an affluent
society while also achieving business growth, by expanding its Blue Value® and Rose
Value® products which have environmental contribution value and QOL improvement
contribution value, respectively.
(2) MCI will earnestly address problems pertaining to climate change and plastics waste,
which are serious challenges for society, through efforts to mitigate climate change,
promote recycle resources, achieve a circular economy, etc. by promoting a Carbon
Neutral Strategy, Biomass strategy and Recycle strategy. Furthermore, with regard toclimate change, the MCI Group will take advantage of the risks and opportunities in the
management after the impact on the MCI Group is analyzed based on therecommendations issued by the Task Force on Climate-related Financial Disclosures(TCFD) and others. Moreover, the MCI Group will work to release disclosures of an
appropriate quality and quantity based on the TCFD or equivalent framework.
(3) The MCI Group will strive to create new innovations from a social issue perspective in
all areas of its business portfolio. In addition, it will implement intellectual property
strategies to accomplish a sustained competitive advantage.
(4) Caring for the health of employees and the work environment, respect for human rights,
fair and appropriate transactions with business partners, and risk management for natural
disasters and others are basic points in operating businesses globally, and prerequisites
for sustainable development of the MCI Group. Based on this understanding, the MCIGroup will operate and manage each policy, system and measure appropriately.
(5) The direction of responses to these challenges relating to sustainability with respect tosociety and the MCI Group will be discussed at the Company-wide Strategy Committee
and the Corporate Sustainability Committee, etc. Material issues will be discussed at theBoard of Directors and the Management Committee from the perspective of both
opportunities and threats, and they will accordingly integrate their findings into
management. Materiality reviews and progress management of non-financial indicators
will also be conducted under this structure.
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(1)

Ensuring Workforce Diversity
The MCI Group believes that various ideas conceived by a diverse pool of humanresources are the source of innovation that underpins sustainable growth, and recognizes
that diversity is essential in ensuring sustainable growth both for the MCI Group andsociety. In addition, as global Group-wide-minded human resources management
becomes increasingly important, the MCI Group will promote inclusive talentmanagement regardless of gender, race or nationality under the principle of “the right
person in the right position” in order to acquire and develop employees with the potential
to become globally active leaders across countries, regions and companies.

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The MCI Group will set in the Group strategically critical positions to provide training
for human resources who are able to work on the global Group-wide stage from a longterm perspective or training positions that contribute to human resource development, andappoint human resources from inside and outside the Group who possess thecompetencies, experience and credentials required for the position in a timely manner. In
addition, with a view toward further development of its human capital, the MCI Groupwill also implement leadership training by employee level and other programs, on a global
Group-wide scale, and provide opportunities to learn literacy necessary for management
and skills, etc. required in the exercise of leadership.
In recognition that employees are important stakeholders in achieving our Corporate
Mission, the MCI Group wishes to create a relationship in which MCI and our employees
stimulate and actively enhance one another in achieving that goal. As part of that, we havedeveloped an employee-friendly working environment with a full range of childcare andfamily care systems, including reduced working hours, nursing care leave, family careleave, subsidies for babysitting and home-care services, leisure support systems,
teleworking program, as well as a system in which employees are able to work side jobs,
etc. We will respect the increasingly diverse values of our employees and continue
developing the environment necessary for our employees to maintain a work-life balance.
Whistle-Blower System
As a point of contact for reporting information such as potentially unlawful activities by
MCI employees or employees of supplier corporations, including raw material suppliers,
the MCI Group will establish a whistle-blower system for reporting such matters bothinternally and externally (such as to law firms). Reported information will be shared withthe corporate auditors, and the Compliance Committee will investigate that informationand examine measures in response thereto.
MCI’s “Whistle-Blower Management Rules” will clearly stipulate that no whistle-blower
will receive any disadvantageous treatment due to reporting through the whistle-blower
system.

6.
Transactions with Related Parties
Transactions between MCI and our members of the board or transactions involving a conflictof interest will be deliberated and subject to the approval in advance by the Board of Directors
before being carried out, and after the transaction has been completed, the result will be reported
to the Board. Transactions with related parties such as major shareholders, subsidiaries, andaffiliates will be handled in the same way as transactions with third parties: after examining
whether the transaction price and other conditions are reasonable, MCI will follow thenecessary approval procedures based on our internal regulations, and the Internal Control
Division will regularly audit the transactions.
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(1)

Roles of Corporate Pension Funds as Asset Owners
MCI has adopted a contract-type defined benefit corporate pension plan and a defined
contribution corporate pension plan. With respect to the contract-type defined benefit
corporate pension plan, MCI will establish the Pension Fund Committee whose
membership consists of parties who are familiar with personnel affairs, finance and othersuch operations. The committee’s functions will involve regularly engaging indeliberations, making decisions on key matters, and affirming soundness of fundmanagement overall.
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MCI entrusts multiple investment management institutions located both in Japan andabroad with the task of managing pension reserves, upon having appropriately evaluatedtheir expertise in that regard. Moreover, MCI also draws on the opinions of external
experts in order to ensure a high level of expertise and objectivity with respect tomanaging its pension funds.
MCI will regularly monitor stewardship activities of the investment management
institutions and otherwise provide support from an asset owner’s perspective.
MCI will ensure that conflict of interest does not arise between beneficiaries of thecorporate pension fund and MCI by entrusting to the investment management institutions
matters involving selecting individual investments and exercising voting rights ofinvestment shares.

Chapter 4
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(2)

Corporate Governance Framework

Overview of Corporate Governance Framework
The Board of Directors of MCI makes key management decisions and oversees theoperations of each individual member of the board, and as a company with a Board of
Corporate Auditors, the status of each member of the board’s performance of his or her
duties is audited by the corporate auditors and the Board of Corporate Auditors
independently from the Board of Directors. Additionally, MCI has implemented an
executive officer system in order to clearly divide the roles of overseeing management
and executing operations, and positions the president as the highest of executive officers.
MCI has established the “Nomination Committee” and “Executive Compensation
Committee” as follows as consultative bodies to the Board of Directors, and strives toensure the suitability and transparency of the procedures for electing senior management
and members of the board and ensure the transparency and objectivity of thecompensation plan for members of the board and corporate auditors, compensation
determination process, and performance evaluations.
(i) Nomination Committee• MCI has established the Nomination Committee with the aim of strengthening theindependence and objectivity of the functions of the Board of Directors, as wellas their accountability, with respect to the nomination, election, and dismissal ofsenior management and members of the board.
• The Nomination Committee is comprised of the chairman, the president, andoutside members of the board who meet MCI’s independence standards(“independent outside members of the board”), and a majority of the members are
independent outside members of the board. In addition, the president serves as thechair of the Committee.
• The Nomination Committee deliberates and makes decisions on the following
matters in accordance with consultations from the Board of Directors.
i) Policy (including position requirements, election criteria, etc.) and procedures(including evaluation standards, etc.) on the nomination, election, anddismissal of senior management and members of the boardii) Draft proposals concerning the election and dismissal of members of the board
to be submitted at the General Meeting of Shareholders

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iii) Draft proposals concerning the election and dismissal of representative
directors to be submitted at a meeting of the Board of Directorsiv) Draft proposals concerning the nomination, election and dismissal of thepresident/CEO to be submitted at a meeting of the Board of Directorsv) Succession planning of the president/CEO• Committee members who have a special interest in a resolution of the Nomination
Committee are not allowed to participate in the deliberations or voting for that
resolution.
Executive Compensation Committee• MCI has established the Executive Compensation Committee with the aim ofstrengthening the independence and objectivity of the functions of the Board of
Directors, as well as their accountability, with respect to the compensation, etc.
for members of the board, corporate auditors, etc.
• The Executive Compensation Committee is comprised of the chairman, thepresident, and independent outside members of the board, and a majority of themembers are independent outside members of the board. In addition, an
independent outside member of the board is elected by resolution of the Board of
Directors to serve as the chair of the Committee.
• The Executive Compensation Committee deliberates and makes decisions on thefollowing matters in accordance with consultations from the Board of Directors.
i) Draft proposals of the basic policy on compensation for members of the board,
corporate auditors, etc.
ii) Draft proposals of the general compensation plan for members of the board,
corporate auditors, etc.
iii) Draft proposals of the general evaluation system for members of the board,
corporate auditors, etc.
iv) Draft proposals concerning the establishment of targets for the president/CEO,
confirmation of progress during the fiscal year, and evaluation at the end of
the fiscal yearv) Draft proposals concerning the individual evaluation, amount of individualcompensation, and calculation method thereof for members of the boardvi) Draft proposals concerning the compensation for members of the board andcorporate auditors to be submitted at the General Meeting of Shareholders• Although the Committee deliberates the draft proposals of the policy, system, etc.
regarding compensation for corporate auditors based on the preceding item andreports the contents of the deliberations to the Board of Corporate Auditors, MCI
is not obligated to determine the compensation for corporate auditors based on the
deliberation contents. Instead, the compensation for corporate auditors isdetermined based on discussions at the General Meeting of Shareholders anddeliberations among the corporate auditors.
• Committee members who have a special interest in a resolution of the Executive
Compensation Committee are not allowed to participate in the deliberations orvoting for that resolution.

8Section 1
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Board of Directors

Role of the Board of Directors
The Board of Directors decides business strategies, business plans, and all other importantmatters related to the management of MCI pursuant to law, ordinance, MCI’s Articles ofIncorporation, and our Rules For Meetings of the Board of Directors. The Board also
oversees the overall management of the MCI Group through reporting on matters such as
the performance of duties of individual members of the board, important operations ofsubsidiaries and affiliates, and the implementation status of compliance and risk
management systems by MCI and our subsidiaries and affiliates. In addition, the Boardof Directors works to strengthen its management oversight role by discussing theimportant policies related to the running of the Company from an intermediate stage whileproviding advice to the persons executing business.
MCI will appoint each executive director as executive officers also and clearly divide theroles of each. In conjunction with that, MCI will endeavor to increase the speed of ourdecision-making process and further strengthen and enhance our management framework
by delegating approval authority for matters not decided by the Board of Directors to the
executive officers and lower positions under MCI’s Authorization Rules.
The Board of Directors announces management targets set in the long-term business planand exerts its utmost efforts in order to accomplish the long-term business plan. To that
end, it reviews MCI’s three-year business plan on a rolling basis every year when a budget
is formulated, with the aim of enhancing MCI’s ability to respond to businessenvironment while also maintaining its long-perspective. In addition, the Board of
Directors provides explanations to the shareholders on measures for accomplishing thelong-term business plan and the status of progress of the plan.
Structure and Operation of the Board of Directors
The number of members of the board of MCI will be 12 or less, as stipulated in the
Articles of Incorporation, and the appropriate number within that range will be decided
at each opportunity in consideration of the status of authorities delegated to executive
officers and the need to streamline decision making in response to business expansion.
MCI will select in principle independent outside members of the board at a ratio of one
third or more of the members in order to appropriately reflect the opinions of individuals
from outside MCI with rich experience and insight, such as corporate managers,
academics, and legal professionals, in the management policies of MCI and to increase
the effectiveness of the oversight of operations by members of the board.
MCI will select its members of the board in consideration of the specific characteristics
of our businesses and without regard for gender, race, nationality, age, or other suchfactors so that the members of the board as a whole possess balanced business experiencein areas including business planning, operations, production and technology, research anddevelopment, accounting and finance, and general, personnel, and legal affairs.
Furthermore, in addition to the above principle, MCI shall also select individuals who
have corporate management experience in other companies as independent outside
members of the board.
The Board of Directors will be operated with due attention to each of the following items
in order to achieve more active deliberations.

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(4)

4.
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(2)

Unless under special circumstances, materials for Board of Directors meetings will
be distributed in advance, ensuring a reasonable amount of time necessary to
examine them.
(ii) The contents of materials for Board of Directors meetings will be explained tooutside members of the board and outside corporate auditors in advance.
(iii) The schedule of Board of Directors meetings for the following fiscal year will be
determined by December of each year, and notification of the meeting schedule andexpected items for deliberation will be provided in advance.
(iv) Meetings will be held about once per month and about 11 times per year (including
remote meetings), and when action is required to prevent a delay in decision making,in addition to holding extraordinary Board of Directors meetings, the passing ofresolutions by written consent and the holding of telephone conferencing or web
conferencing, etc. will also be utilized.
(v) Each meeting will ensure at least 120 minutes for deliberation.
In order to affirm and improve the effectiveness of its decision making, the Board of
Directors will analyze and evaluate the effectiveness of the Board as a whole every year
through such methods as self-evaluation by each member of the board and disclose asummary of the results. In addition, a third-party organization shall be appointed on aregular basis to ensure transparency and appropriateness in the evaluation of theeffectiveness of the Board of Directors.
Election and Dismissal of the President/CEO
MCI’s election criteria for members of the board are as follows. When nominating
members of the board, MCI takes into consideration ensuring diversity, includinginternational outlook, gender, and race, and strengthens the supervisory function of theentire Board of Directors.
• Possess knowledge and experience enabling the member of the board toaccurately and fairly oversee the management of MCI for the realization of the
Corporate Vision• Possess excellent insight, a broad perspective, strong ethics, fairness, and integrity• Possess excellent insight and rich knowledge and experience in areas such as corporate
management, legal compliance, finance and accounting, corporate ethics, scientific andchemical technology, global management, and crisis and risk management• Be able to view MCI’s management as a whole, objectively evaluate it, and grasp theessential issues and risks• Be able to provide beneficial, unreserved advice on increasing MCI’s corporate value
from the point of view of an external stakeholder
MCI’s procedures for electing members of the board are as follows.
(i) The Nomination Committee deliberates the draft proposals of candidates formembers of the board taking into account the qualifications (knowledge, experience,and capabilities) necessary for the Board of Directors to supervise the execution of
the long-term business plan and based on the above election criteria, and reports theresults of the deliberations to the Board of Directors. The qualifications and criteria
were determined based on deliberations by the Committee.
(ii) The Board of Directors determines the candidates for members of the board and the
proposal for their election with maximum respect given to the results report of theNomination Committee.
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(5)

5.
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(2)

(3)

MCI’s procedures for electing the president/CEO are as follows.
(i) The Nomination Committee deliberates the draft proposal of the candidate forpresident/CEO taking into account the position requirements of the president/CEOand based on the election and evaluation criteria, and reports the results of thedeliberations to the Board of Directors. The position requirements and standards
were determined based on deliberations by the Committee.
(ii) The Board of Directors determines the candidate for president/CEO and the
proposal for their election with maximum respect given to the results report of theNomination Committee.
MCI’s procedures for dismissal of the president/CEO are as follows.
(i) The Nomination Committee will deliberate on dismissal of the president/CEO incases, for instance, where it is deemed that the individual has not adequately carriedout his or her role in light of business performance or other such results, or where
there has been a serious compliance violation.
(ii) If the Board of Directors receives findings from the Nomination Committee
constituting grounds for dismissal of the president/CEO, then the Board of
Directors will make a decision regarding such dismissal with maximum respect
given to the results report.
The Board of Directors will continually and systematically oversee matters regarding
succession planning for the president/CEO, in consideration of the Corporate Vision andthe long-term business plan and in consultation with the Nomination Committee.
In addition, the Key Talent Management system is positioned as a framework forsuccession planning encompassing senior management. It entails clearly specifying
attributes required of managers, fast tracking future senior management candidates, andstrategically training such candidates. Every year specific divisions and company-widecommittees will select candidates and help them develop by establishing training plansfor each candidate, performing assessments, and carrying out training. In addition, every
year the Board of Directors will receive reports on the status of such initiatives and will
provide oversight.
Policies and Procedures for determining Compensation for Members of the Board
and Corporate Auditors
The MCI’s policy on compensation for members of the board (excluding outside
members of the board), outside members of the board, corporate auditors, outside
corporate auditors, and executive officers is as set forth in Appendix 1.
Compensation data from an external research organization will be used to establish agroup of reference of comparative companies, and to set competitive compensation levels
that are in the middle to upper levels among these companies.
The structure of executive compensation is as follows:(i) Members of the board (excluding outside member of the board), executive officers
Fixed compensation (a monthly fixed amount), bonuses and the restricted stockcompensation(ii) Outside members of the board
Fixed compensation (a monthly fixed amount)(iii) Corporate auditors, outside corporate auditors
Fixed compensation (a monthly fixed amount)
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(5)

6.
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(2)

The amount of compensation for members of the board, outside members of the board,and executive officers will be determined by resolution of the Board of Directors basedon a draft and report which are deliberated by the Executive Compensation Committee.
The amount of compensation for corporate auditors and outside corporate auditors will
be determined in consultation with the corporate auditors following deliberation of a draftby the Executive Compensation Committee.
Member of the Board and Corporate Auditor Training Policy
MCI will provide newly elected outside members of the board and outside corporate
auditors with opportunities to deepen their understanding of MCI’s businesses throughexplanations on those businesses before assuming office, tours of MCI business locations,and other such methods and will continue providing similar training opportunities asnecessary during their terms of office.
MCI will provide newly elected internal members of the board and corporate auditorswith opportunities to sufficiently understand the roles and duties expected of members of
the board and corporate auditors and will provide, introduce, and offer aid for expenses
for training opportunities to suit each individual member of the board or corporate auditor
during their term of office with the goal of continually updating the initial training.
Section 2

7.
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(2)

8.
(1)

(2)

(3)

(4)

Board of Corporate Auditors

Role and Structure of Board of Corporate Auditors
As a body independent from the Board of Directors, the Board of Corporate Auditors willconduct audits on such matters as the members of the board’s performance of duties,
internal corporate control, business performance, and financial status through such means
pursuant to law and ordinance as requesting reports on MCI’s businesses, exercising its
authority in the election and dismissal of accounting auditors, and investigating the statusof operations and assets.
The number of MCI’s corporate auditors will be six or less, as stipulated in the Articles
of Incorporation, of which at least half will be outside corporate auditors.
Enhancing the Functions of Corporate Auditors
Corporate auditors will attend management meetings and other key internal meetings toregularly exchange opinions with the president and other management and will checkapproval forms from executive directors and minutes from key meetings.
Corporate auditors, the accounting auditor, and the Internal Control Division will
cooperate among themselves through such means as exchanging opinions on each body’s
annual audit plans and audit results and will conduct their respective audits.
MCI’s corporate auditors will conduct audits of subsidiary and affiliate companies andexchange information with the corporate auditors of those companies as necessary basedon the results of audits by the Internal Control Division and the corporate auditors of eachcompany.
Full-time employees with expert knowledge in fields such as law and accounting will beassigned directly under the corporate auditors to support the corporate auditors’ duties.

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(2)

(3)

Election of Corporate Auditors
MCI’s election criteria for corporate auditors are as follows. Additionally, at least one
person with knowledge of finance and accounting will be elected.
(i) Full-time corporate auditors• Possess knowledge and experience enabling the corporate auditor to conduct auditsof the operations of MCI’s members of the board accurately, fairly, and efficiently• Possess strong ethics, fairness, and integrity(ii) Outside corporate auditors• Possess excellent insight and rich knowledge and experience in areas such aslegal compliance, finance and accounting, corporate ethics, and crisis and risk
management• Possess knowledge and experience enabling the corporate auditor to conduct auditsof the operations of MCI’s members of the board
The president creates the list of candidates for corporate auditors and obtains the consent
of the Board of Corporate Auditors after consulting with full-time corporate auditors inadvance.
The president reports the list of candidates for corporate auditors to the Board of Directors
after obtaining the consent of the Board of Corporate Auditors, and the Board of Directors
deliberates and determines the final list of candidates for corporate auditors.

Section 3

Independent Outside Members of the Board and Independent Outside
Corporate Auditors

10. Independence Standards
The independence standards for independent outside members of the board and independent
outside corporate auditors designated by MCI are as set forth in Appendix 2.
11. Cooperation with Management and Corporate Auditors(1) MCI will regularly hold meetings between the representative directors, corporate auditors,
and outside members of the board to serve as a venue in which to share general conditions
and issues of management and to exchange a wide range of other opinions.
(2) MCI will regularly hold meetings of only independent outside members of the board andindependent outside corporate auditors to facilitate the exchange of information andsharing of understanding from an independent and objective perspective.
(3) The general manager of the Corporate Administration & Legal Division will serve as thepoint of contact for outside members of the board, respond to any requests from them,and function as a coordinator between the outside members of the board and other bodies
such as the senior management and the Board of Corporate Auditors.
Section 4
12.
(1)

External Accounting Auditor

External Accounting Auditor
MCI recognizes that the external accounting auditor ensures the reliability of MCI’s
financial reports and bears other such duties towards shareholders and investors, and we

13

(2)

(3)

will cooperate with the external accounting auditor to implement measures to ensure
appropriate audits.
The Board of Corporate Auditors will establish criteria for appropriately selection of
external accounting auditor candidates and for appropriately evaluating external
accounting auditors.
MCI will implement the following measures to ensure the effectiveness of audits by theexternal accounting auditor.
(i) MCI will ensure sufficient time to allow high-quality audits.
(ii) MCI will establish regular opportunities for the external accounting auditor to speak
to the president and the member of the board in charge of the Finance & Accounting
Division in person.
(iii) MCI will facilitate cooperation and set up regular meetings between the external
accounting auditor and the corporate auditors, Internal Control Division, andoutside members of the board.
(iv) If the external accounting auditor discovers any misconduct, they will contact thecorporate auditors and the member of the board in charge of the Finance &Accounting Division. That member of the board will then take the central role in
implementing measures and seeking to resolve the issue, and the corporate auditors
will confirm on each necessary occasion whether appropriate measures are being
taken.
Section 5

Committees

13. Establishment of Committees
MCI has established various committees to contribute to the enhancement of our corporate
governance.
(1) Risk Management Committee
The Risk Management Committee has been established to ensure implementation of risk
management in the Group. The Committee deliberates on the basic policies, strategies,
and plans for risk management across the Group. Furthermore, the Committee deliberates
on the selection and prioritization of key risks across the Group through enterprise-widerisk reviews and the responses to individual key risks.
(2) Corporate Sustainability Committee
The MCI Group has established the Corporate Sustainability Committee to further
enhance its efforts with regard to promoting ESG (the abbreviation for environment,social, and governance). The Corporate Sustainability Committee deliberates on the MCIGroup’s groupwide policies, strategies, and plans for promoting ESG.
(3) Compliance Management Committee
The Compliance Management Committee has been established to promote compliancemanagement across the Group. The Committee determines annual plans and policies
related to compliance management and implements measures related to compliance(prevention, detection, initial and permanent responses, and measures to raise awareness).
(4) Responsible Care Committee
The Responsible Care Committee was established. Its mandate is to oversee activities
relating to environmental conservation, security and disaster preparedness, chemicalsafety, occupational safety and health, and quality control throughout the entire chemical
14

life cycle from development through manufacture, distribution, use and final consumption,
to disposal in the Group. The Responsible Care Committee establishes policies, strategies,
and plans for responsible care activities and evaluates the results of those activities.
Section 6
14.
(1)

(2)
(3)

(4)

(5)

Risk Management

Risk Management
The Group defines risk as “uncertainty and change brought about by events surrounding
the Group that affect the achievement of management strategies and targets”. The Group
conducts risk management centered on the Risk Management Committee to contribute to
the enhancement of MCI’s corporate value by minimizing the threats and maximizing theopportunities.
The Board of Directors bears ultimate responsibility for overseeing the development andoperation of the risk management system across the Group.
The Risk Management Committee has been established, chaired by the President, with
the CSO (Chief Strategy Officer) as Vice Chair, and responsible officers as members. The
Risk Management Committee deliberates on basic policies, strategies, plans, and key
measures for risk management across the Group along with the selection andprioritization of “key risks across the Group” through “enterprise-wide risk reviews”. Key
risks across the Group selected by the Risk Management Committee are deliberated onby the Management Committee and resolved on by the Board of Directors.
Each responsible officer incorporates the key risks across the Group into the strategy andbudget cycle in his or her area of responsibility, and establishes a system to steadily
implement the PDCA cycle.
In each organization, as a PDCA cycle mechanism, risk management is implemented withthree lines of defense:(i) First line
All our divisions (Head Office, plants, laboratories, branch offices, andsubsidiaries), based on the key risks across the Group and having appropriately
identified the risks, design and implement a management system to address the risks
within the organization.
(ii) Second line
To ensure that risk management is fully implemented in each division, the MCI
headquarters’ functional departments with specialized knowledge provide support
to each division and may conduct audits or give guidance when necessary.
(iii) Third line
The Internal Control Division audits both first line and second line operations froman independent standpoint, and provides assurance to management and the Boardof Directors.
The Internal Control Division reports the results of these internal audits directly to
the Board of Directors and the Board of Corporate Auditors in order to coordinate
with members of the board and corporate auditors, and realize effective and valid
audits.

15

Section 7
15.
(1)

(2)

(3)

Group GovernanceGroup Governance
MCI establishes supervisory divisions in charge of each subsidiary’s operational
management. In order to maintain adequate management of the subsidiaries, thesupervisory divisions take extensive steps to inform the subsidiaries of which they are in
charge about MCI’s management policies and the division’s management strategies, andto grasp the relevant subsidiaries’ operational statuses properly. In addition, MCI guides
the supervisory divisions to appropriately and efficiently execute decision-making
procedures, including matters where the subsidiaries require prior approval from MCI,
based on “the Regulations on Management of Subsidiaries and Affiliates” and othercompany regulations.
The Group has developed the “Mitsui Chemicals Group Global Policy Platform” (MGRIP) as a platform for our functional divisions to provide appropriate support to Mitsui
Chemicals Group companies. M-GRIP is the foundation designed to deploy policies,
measures, matters to be complied with, etc. related to decision-making, personnel,
accounting, purchasing, logistics, etc. to the MCI Group companies from the perspectiveof risk management and business support. The functional departments of MCI establish
each global policy and support their deployment to the MCI Group companies, and thosecompanies accept these global policies. By ensuring that they implement those measures,
it allows the execution of proper business operations and ongoing improvements
MCI individually sets the scope of matters approved in advance based on “the Regulations
on Management of Subsidiaries and Affiliates” and global policies based on M-GRIP for
listed subsidiaries from the perspective of respecting the independence and autonomy oflisted subsidiaries.

16Chapter 5

Information Disclosure Policy

1.
Basic Policy on Information Disclosure
In order to maintain and develop trusting relationships with shareholders, investors, customers,
suppliers, employees, local communities, and all other diverse stakeholders of the MCI Group,
we will provide fair and highly transparent information disclosure in a timely and appropriatemanner and engage in proactive communication efforts throughout the whole of MCI, including
top management.
2.
Standards for Information Disclosure
The MCI Group will provide timely and appropriate information disclosure under the principlesof transparency and fairness in accordance with the Financial Instruments and Exchange Act,all other relevant laws and ordinances, and the Tokyo Stock Exchange’s “Timely Disclosure
Regulations” (the “Timely Disclosure Regulations”).
The MCI Group will also proactively and fairly disclose information that we find to beimportant or beneficial in furthering our stakeholders’ understanding of MCI, even if suchinformation is not subject to the relevant laws and ordinances or the Timely Disclosure
Regulations.
3.
Methods for Information Disclosure
The MCI Group will disclose the information prescribed in the Timely Disclosure Regulations
through the TDnet (Timely Disclosure Network) provided by the Tokyo Stock Exchange inaccordance with those regulations, after which we will promptly publish the same informationon the MCI website. We will also disclose information that we find to be important or beneficial
through such means as publishing it on our website, even if such information is not subject to
the Timely Disclosure Regulations.
4.
Quiet Period
In order to prevent the leaking of financial information (including quarterly financial
information) and to ensure the fairness of information disclosure, the MCI Group will designate
the period from the day immediately following the final day of the fiscal term to the day on
which fiscal results are announced as a quiet period. During this period, MCI will refrain fromcommenting or replying to questions on finances or expected business results. However, if alarge change in the results outlook is found to be likely during the quiet period, MCI will
provide public notice to that effect as appropriate in accordance with the Timely Disclosure
Regulations.

Chapter 6

Revision and Abolishment

1. Establishment, Revision, and Abolishment
The establishment, revision (except minor revisions), or abolishment of these Guidelines
requires a resolution of the Board of Directors.

17

Supplementary Provisions
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.

These Guidelines are effective from September 16, 2015.
The revisions of these guidelines are effective from June 24, 2016.
The revisions of these guidelines are effective from May 12, 2017.
The revisions of these guidelines are effective from June 27, 2017.
The revisions of these guidelines are effective from June 1, 2018.
The revisions of these guidelines are effective from December 18, 2018.
The revisions of these guidelines are effective from April 1, 2020.
The revisions of these guidelines are effective from November 30, 2021.
The revisions of these guidelines are effective from May 30, 2022.
The revisions of these guidelines are effective from October 12, 2022.
The revisions of these guidelines are effective from April 1, 2023.
The revisions of these guidelines are effective from October 12, 2023.

18

Appendix 1

Policies Concerning Decisions on the Details of Executive Compensation

1.

Basic Policy

1) Compensation policy
MCI’s executive compensation policy is as follows:
Position

Compensation Policy

MCI Group aims “to be a corporate group that continues to grow throughsolving social challenges and creating diverse value with the power ofchemistry”, and its policy on compensation for members of the board andexecutive officers who drive the realization of this aim is as follows.
(i) A competitive compensation system that can acquire and retain talented
and diverse human resources that will contribute to the sustainableenhancement of the MCI Group’s corporate value
Members of (ii) A compensation system that can strongly motivate the promotion of
the boardvarious “transformation” aimed at increasing corporate value
Executive (iii) A compensation system that encourages the bold challenging andachievement of short-term and mid- to long-term financial and nonofficers
financial goals (ESG goals) in order to promote “transformation” aimed
at increasing corporate value(iv) A compensation system that has an awareness of shareholder value andencourages management from the same perspective as shareholders(v) A compensation system and compensation determination process that is
supported by all stakeholders, including shareholders, from theperspectives of transparency, objectivity, rationality, and soundness

Outsidemembers of
the board

The policy on compensation for outside members of the board who play a rolein the supervision of MCI’s management is as follows.
(i) A compensation system and compensation level that can acquire andretain personnel who can contribute to improving the supervisory andgovernance functions of MCI’s management.
(ii) In particular, a compensation system and compensation level that canacquire and retain the following personnel.
a. Personnel who will contribute to improving the transparency,
objectivity, and appropriateness of MCI’s management’s nomination,
evaluation, and compensation decisions.
b. Personnel with expertise and experience in MCI’s current businesses
and future new businesses, and who will lead MCI’s sustainable growthfrom a mid- to long-term perspective.
(iii) Based on the role of supervising business execution from an objective andindependent standpoint, compensation will be fixed compensation only,

19and performance-linked compensation in the form of bonuses andrestricted stock compensation will not be paid.

Corporate
auditors
Outsidecorporate
auditors

The policy on compensation for corporate auditors and outside corporate
auditors who play a role in the auditing and supervision of MCI’s management
is as follows.
(i) A compensation system and compensation level that can acquire andretain personnel who can contribute to improving the functions of auditing
and supervision of business execution.
(ii) In particular, a compensation system and compensation level that canacquire and retain the following personnel.
a. Personnel with specialist expertise and experience in legal, financial,
tax, and crisis/risk management
b. Personnel who will contribute to improving the quality of MCI’s
compliance and governance through the auditing and supervision ofbusiness execution.
(iii) Based on the role of auditing and supervising business execution from an
objective and independent standpoint, compensation will be fixedcompensation only, and performance-linked compensation in the form of
bonuses and stock compensation will not be paid.

2) Compensation levels(1) In order to acquire and retain talented and diverse human resources to serve as members of
the board and executive officers who will contribute to the sustainable enhancement of the
MCI Group’s corporate value and to motivate the promotion of various “transformations”
aimed at enhancing corporate value; in order to acquire and retain personnel to serve as
outside members of the board who can contribute to improving the supervisory andgovernance functions of the MCI’s management; and in order to acquire and retain
personnel to serve as corporate auditors and outside corporate auditors who can contributeto improving the business execution audit and supervisory functions, compensation datafrom an external research organization is used. A group of comparative companies isestablished, and competitive compensation levels that are in the middle to upper levels
among these companies are set.
(2) The comparative companies are selected from Japanese companies whose consolidated
operating income (or equivalent indicator as a reference), which is an important indicatorin the management of MCI and an objective and continuously comparable indicator, iscomparable to MCI’s current performance and the performance it should aim for (operating
income of ¥100 billion to ¥250 billion). The Company uses core operating income.

3) Compensation structure20(1) Compensation for members of the board and executive officers is structured in the form of
fixed compensation + bonus + restricted stock compensation. In order to strengthen
governance and create a compensation structure that is easy to understand, fixedcompensation is divided into a representation portion, a supervision portion, and an
execution portion. The execution portion of the fixed compensation, the performance-based
compensation bonus and restricted stock compensation are the remuneration for execution.
(2) Since an outside member of the board supervises the execution of business operations froman objective and independent standpoint, fixed compensation only will be paid as monthly
fixed remuneration.
(3) Since a corporate auditor/outside corporate auditor supervises and audits the execution ofbusiness operations from an objective and independent standpoint, fixed compensation
only will be paid as monthly fixed remuneration.

2.

Fixed Compensation

1) Policy for fixed compensation is as follows:(i) Members of the board and executive officers• In order to strengthen governance and create a compensation structure that is easy
to understand, compensation is paid after being divided into a representation portion,a supervision portion, and an executive portion.
• The representation portion is defined as “fixed compensation paid to members of
the board who have the authority to represent the company”, the supervision portion
as “fixed compensation paid to members of the board who play a role in supervising
management”, and the executive portion as “fixed compensation paid for the
execution of business”.
(ii) Outside members of the board
Defined as “fixed compensation paid for the role of supervising management”.
(iii) Corporate auditors and outside corporate auditors
Defined as “fixed compensation paid for the role of auditing and supervising
management”.
2) Uniform fixed sums for the representation and supervision portions will be paid tomembers of the board and executive officers, while the amount for the executive portion
will be commensurate with position. Fixed compensation paid to outside members of theboard, corporate auditors and outside corporate auditors will be a uniform fixed amount.
The amount of any compensation will be determined comprehensively taking into
consideration the executive responsibility and role in MCI, external standards, and the
MCI’s overall performance.
213) Fixed compensation will be paid as a monthly fixed amount.

3.

Bonuses1) Performance-based compensation will be considered to be a bonus, defined as “short-term
incentive compensation to encourage the steady achievement of performance targets eachfiscal year”, and will be paid to members of the board and executive officers.
2) Bonuses will be paid in accordance with the Long-term Management Plan VISION 2030
(hereinafter “VISION 2030”). The value of the bonus for each position is calculated using
a formula (the “Bonus Formula”) that uses “core operating income”, a key performanceindicator of the MCI and a result of its business activities, as the performance indicator:
remuneration will reflect “evaluation coefficient for non-financial indicators” and the“evaluation coefficient for performance of the division in charge” evaluation indicators.
3) With regards to the “evaluation coefficient for non-financial indicator”, MCI defines thenon-financial indicators linked to materiality in VISION 2030 and aims to enhance
corporate value from both financial and non-financial perspectives. Particularly important
non-financial indicators are selected from those set out in VISION 2030, and the degree ofachievement of these indicators is reflected in compensation.
The “evaluation coefficient for performance of the division in charge” reflects the degreeof achievement of the performance goals of the department under an individual’sjurisdiction in the compensation.
4) From the perspective of compensation governance, and taking into account the control ofexcessive compensation payments compared to benchmarks and the responsibility to pay
dividends to shareholders, the upper and lower profit limits for bonus payments are as
follows. (The upper profit limit is the amount of profit at which the bonus amount reaches
its maximum, and the lower profit limit is the amount of profit at which the bonus accrues)• Upper profit limit: Core operating income of ¥300 billion (set based on the VISION 2030 target)• Lower profit limit: Core operating income of ¥36 billion (set based on DOE*)* Ratio of distribution of equity attributable to owners of the parent company

5) Bonuses will be paid once a year, within two business days of the date of the ordinary
general meeting of shareholders.

4.

Restricted Stock Compensation

1) Non-monetary compensation will be defined as restricted stock compensation (monetarycompensation claims*) and will be paid to members of the board and executive officers as
mid- to long-term incentive compensation to encourage increased corporate andshareholder value.
222) Restricted stock compensation will be calculated based on the monetary compensation
receivable for the grant of restricted stock, which is the standard for each position, using aformula (the stock compensation formula) that uses “net income attributable to owners of
the parent”, which is a key indicator set out in VISION 2030 and linked to shareholder
profit, as the performance indicator, and will reflect “ROE evaluation coefficient” and“TSR evaluation coefficient” as evaluation indices.
3) The “ROE evaluation coefficient” evaluation indicator reflects efficiently improving returnon capital, while the “TSR evaluation coefficient” reflects in the compensation the degreeof achievement of the performance goals to improve overall corporate and shareholder
value, including stock price, in addition to business performance4) From the perspective of compensation governance, and taking into account the control ofexcessive compensation payments compared to benchmarks and the responsibility to pay
dividends to shareholders, the upper and lower profit limits for restricted stockcompensation are as follows. (The upper profit limit is the amount of profit at which therestricted stock compensation amount reaches its maximum, and the lower profit limit is
the amount of profit at which the restricted stock compensation accrues)• Upper profit limit: Net income attributable to owners of the parent of ¥200 billion (set based on the
VISION 2030 target)• Lower profit limit: Net income attributable to owners of the parent of ¥22 billion (set based on DOE*)* Ratio of distribution of equity attributable to owners of the parent company

5) Restricted stock is subject to restriction on transfer until the time of retirement or
resignation from the position of an officer or employee of MCI predetermined by the Boardof Directors such as member of the board, corporate auditor, executive officer, chief seniordirector, senior director, councillor, advisor, senior advisor, or employee of MCI, or any
other similar position (Position of Restriction on Transfer).
6) Should certain events occur during the period of restriction on transfer, such as retirement
or resignation from Position of Restriction on Transfer without justifiable reason, such as
the expiration of the term of office, death, mandatory retirement age or engagement inbusiness that competes with the MCI’s business, the MCI will acquire all of the allotted
stock without compensation.
7) Restricted stock compensation (monetary compensation claims) will be paid once a year in
July.

5.

Composition Structure Ratio

1) The ratio of fixed compensation, bonuses and restricted stock compensation for membersof the board and executive officers will be calculated excluding the representation andsupervision portions of fixed compensation, and the composition ratio will be calculated
23

using the executive portion of fixed compensation, bonuses and restricted stockcompensation.
2) Composition ratio of compensation will be such that the ratio of the variable compensationof bonuses and restricted stock compensation will be higher for positions with greater
executive responsibility.

6.

Compensation Determination Process

1) In order to ensure transparency, objectivity, rationality, and soundness, the details ofcompensation, etc. for members of the board, outside members of the board, and executive
officers will be reported to and decided by resolution of the Board of Directors following
deliberation on a draft by the Executive Compensation Committee, which is chaired by anindependent outside member of the board, and comprised of a majority of outside membersof the board.
2) The details of compensation, etc. for corporate auditors and outside corporate auditors will
be decided in discussion with the corporate auditors following deliberation on a draft by
the Executive Compensation Committee.

7.

Other

Notwithstanding the provisions of 1. through 6. above, for a person who does not concurrently
serve as an executive officer or chairman and who is scheduled to retire at the next ordinary
general meeting of shareholders, only the supervision portion of fixed compensation will be
paid.
End

24

Appendix 2
Independence Standards for Independent Outside Members of the Board andIndependent Outside Corporate Auditors
In order to be designated by Mitsui Chemicals, Inc. (MCI) as an independent outside memberof the board and an independent outside corporate auditor such member of the board or
corporate auditor must not fall under any of the following items.
(1)

A person who currently is or has been in the past an executive (such as an executive
director, executive officer, senior director, general manager, or other such officer who
executes operations) of MCI or a subsidiary of MCI.
(2) A person for whom MCI is a major business partner* or, if that person is a juridical person,
an executive of that person.
*If a business partner has received payments of 2% or more of its annual sales from MCI
in any of the past three fiscal years, then MCI is a major business partner thereto.
(3) A major business partner* of MCI or, if that partner is a juridical person, an executive ofthat partner.
*If MCI has received payments of 2% or more of its annual sales from a business partner
in any of the past three fiscal years, or if a business partner has loaned a monetary amountof 2% or more of MCI’s total assets to MCI in any of the past three fiscal years, then thatbusiness partner is a major business partner to MCI.
(4) A large shareholder (a person directly or indirectly holding 10% or more of total voting
rights) of MCI or, if that shareholder is a juridical person, an executive of that shareholder.
(5) An executive of a juridical person for whom MCI is a large shareholder (directly or
indirectly holding 10% or more of total voting rights).
(6) An accounting auditor of either MCI or a consolidated subsidiary of MCI, or a person
who is in charge of auditing either MCI or a consolidated subsidiary of MCI as an
employee of such accounting auditor.
(7) An attorney-at-law, judicial scrivener, patent attorney, certified public accountant,certified public tax accountant, consultant, or other such professional who has received
money or other assets, other than officer remuneration, from MCI exceeding an annual
amount of JPY 10 million in any of the past three fiscal years (if a group such as acorporation or association receives such assets, this includes any person belonging to suchgroup for which the assets received from MCI exceed 2% of the group’s annual revenue).
(8) A person who has received donations from MCI exceeding an annual amount of JPY 10
million in any of the past three fiscal years (if a group such as a corporation or association
receives such donations, this includes any executive of such group for which the
donations received from MCI exceed 2% of the group’s annual revenue).
(9) A person whose close relative (meaning a spouse or a relative within the second degreeof kinship) falls under any item of (1) to (8) above.
(10) A person who has fallen under any item of (2) to (9) above in the past three years.
(11) Notwithstanding the provisions of each preceding item, a person regarding whom there
are found to be special circumstances that may cause a conflict of interest with MCI.
End
25