MATERIALITY 5

How our governance supports value creation

1. Ken INAZUMI, Outside Director
2. Yoichi MACHIDA, Director, CFO
3. Osamu HOSOKUBO, Outside Director, Audit Committee
4. Takashi KAMURA, Outside Director, Audit Committee

Activities Based on Global Policy

5. Nobutaka IDE, President, CEO
6. Mikako INAMASU, Outside Director
7. Shigeki HIGASHIYAMA, Outside Director, Audit Committee

Wacom’s governance is led by the Group

8. Yukio USUDA, Director & EVP, IT, Legal, IP, Corporate Strategy

CEO and is activated globally in compliance with

9. Sadao YAMAMOTO, Director, CTOthe local laws and regulations of each relevant
country and region. The regulations for Wacom’s
more specific activities are also establishedaround a common global policy shared by theWacom Group, meaning that group members
operate under the same policy worldwide.
Each company belonging to the Wacom
Group is led by locally hired members, with local
team members serving as representatives. While
all subsidiaries are operated locally, governanceis maintained by a board of directors composedof local representatives along with directors

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dispatched by Wacom, to ensure alignment withthe Group’s overall strategy and policies.
Given the high proportion of overseas sales
activities and employees in the Wacom Group,
the governance of overseas subsidiaries isregarded as an important management issue.

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25Corpora te

GOVERNANCE
Wacom Group Governance

Here, we will outline the governance of Wacom Co., Ltd. (hereinafter referred toas “Wacom”), listed under the Prime Market of the Tokyo Stock Exchange, andits overseas subsidiaries together as an integrated group (hereinafter referredto as the “Wacom Group”).

Decision-making ona Global Scale
The decision-making process at Wacom is led
by the Board of Directors, which is entrusted
by the shareholders to make decisions onmatters pertaining to legal requirements andother matters of high significance. Businessactivities at Wacom’s overseas subsidiaries aredeliberated on by local boards of directors andfollowed up with deliberations by the Wacom
Board of Directors, thus creating a system bywhich the Board presides over crucial decisions
affecting the entire group.
The Wacom Group establishes policies
deemed most appropriate for the operationof the Group as a whole, in consideration ofboth the need to ensure full governance by theBoard’s rulings on important decisions, andthe need to promote competitiveness, which
is supported by delegating a certain degree ofauthority to business executives for quick andefficient execution.
For executive operations, the Wacom Grouphas established common rules of authority which
determine who makes decisions. These arebased on the Group’s shared rules, regardlessof which global workplace the operations areperformed in. The Wacom Group also promotes
flexible and efficient operations by permitting
authority to be delegated to lower positions,subject to certain approvals having beenobtained.

Strengthening Governance &Competitiveness
Wacom was founded in Japan and is
supported by a shareholder base of over78

20,000 individuals and numerous domestic andoverseas institutional investors. The Company
has a General Meeting of Shareholders, a Boardof Directors, and an Audit Committee as definedby Japanese Corporate Law. A Nomination

meets on an as-needed basis to deliberate anddecide on urgent matters,thereby fostering aculture of flexible and speedy decision-making.
The Board of Directors remains constantly
aware of the need for close engagement with theCommittee and Compensation Committee
have also been established voluntarily byteam members who work for the Wacom Group.

the company, with the aim of strengthening
governance and enhancing competitivenessthrough the optimal operation of each

opportunities to express their opinions to thecommittee.
The Board of Directors consists of nineadvice. Outside directors are encouraged toshare their knowledge and experience withmembers, with a majority of five being outside
directors. In June 2021, Wacom appointed its

team members, which we believe reflects ourfirst female outside director.
The Audit Committee consists of threemembers, all of whom are also outside directors(including one full-time outside director),and these members participate in the Boardof Director’s decision-making process andsupervise business execution.
The Nomination Committee, chaired by anoutside director, establishes policies for theselection and dismissal of Wacom’s directors
and key executives, and provides advice andrecommendations to the Board of Directors
on selection and dismissal. The current CEO
was also selected after consideration by
the Committee. The Committee is expected
to continue to build important bridges bydeliberating over the appointment of the next
generation of managers and executives,
formulating a plan of succession, and passing
on our company’s philosophy and values to thefuture generation.
The Compensation Committee, chaired byan outside director, examines the frameworkfor director compensation and provides
advice and recommendations to the Board ofDirectors. The Compensation Committee wasalso responsible for the design of the current
restricted stock compensation plan for directors(excluding outside directors). It is expected thatthe Compensation Committee will continue toreview the compensation system to meet thediversifying expectations of directors and toencourage the competitiveness of the Wacom
Group.

Characteristics ofthe Board of Directors
One of the strengths of the Board of Directors
is its responsiveness. The market in which
Wacom operates is changing rapidly, andprompt decision-making is essential for Wacom
to remain competitive. The Board of Directors
strives to make and execute on decisions as
quickly as possible, after careful risk analysis
and consideration of governance.In addition
to scheduled meetings, the Board of Directors

Team members in Japan and abroad have many
Board, and the Board responds to them in a
cordial manner, asking questions and offering

company’s flat structure and open corporateculture.

Initiatives for
the Board’s Evolution
Wacom conducts annual evaluations of theeffectiveness of the Board of Directors, withthe aim of enhancing the Board’s activities. All
directors respond to a questionnaire preparedby administrative staff, and all directors areinterviewed about their answers. The resultsof this survey are analyzed and discussed by
the Board of Directors to identify problems,
which become topics for subsequent Boardof Directors meetings and are also helpful formanagement. These evaluations support ourresponse to vital issues as well as promote
discussion on management succession
planning, and we intend to continue conducting
these evaluations on an annual basis.
We recognize the importance of addressing
sustainability, and Wacom’s ESG Task Forceteam will continue to regularly report its activities
to the Board of Directors for input.

Developing & Appointing
Successors
The development and appointment ofmanagerial successors is a crucial issue for
Wacom’s midium- and long-term development.
In addition to performing their usual duties,
the Board of Directors is keenly aware of theimportance of nurturing successors and building
bridges to the future. As an example of this,outside directors hold regular study sessions
with the goal of passing on their knowledge andexperience to team members.
We support the development of future Wacom
Group leaders by entrusting our people withtasks involving a high level of responsibility within
the organization. Looking ahead, the Board of
Directors will continue to have more opportunities
to assess the character and capabilities ofdifferent candidates, and discussing the qualities
we look for in a successor and sharing specificcandidate information, we will be able toproceed with successful future selections.

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Shigeki HIGASHIYAMA

Mikako INAMASU

Outside Director

Outside Director

Audit Committee

Q& A WITH

Our DIRECTORSIn accordance with Wacom Group’s mediumterm business direction, we aim to create valuable
experiences based on technology, deliver themto our customers, learn together with diverse
communities, and contribute to the realization of asustainable world through technological innovation.
We believe that collectively these efforts will bringabout the growth of numerous partners andcontribute to a diverse and multi-dimensional society.
Here, through a Q&A session led by our President
and CEO Nobutaka Ide, we introduce the directors
who, as of March 2023, are responsible for planningand executing these initiatives.

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Nobutaka IDE
President,
Chief Executive Officer

Sadao YAMAMOTO

Director, Chief Financial Officer

Director, Chief Technology Officer

Q: Of the new business projects that Wacom is planning, which are you mostdrawn to personally?
A: If you were to ask the lead character of a popular cooking program whether
they preferred sushi, soba, or tempura, all of which have been created through theculmination of sophisticated techniques, I think they would immediately answer:
all of them! What I’m interested in are the mechanisms of the brain. I believe that
there is meta-logic occurring in the background of the mind—even with things
like emotions—by which I mean that the workings of the brain can be explainedmonistically through logic. What’s so interesting about Wacom’s new projects isthat they have potential to be used as an approach to unraveling the mysterious
mechanisms of the brain, or alternatively as a complementary technology for suchan approach. Which is to say, each new business project may have its own best
season, but I am personally drawn to all of them!

Q: If you had to select one a piece of Wacom technology that no one could eversurpass, what would it be?
A: The competitive edges against our competitors include our low powerconsumption IC technologies and coordinate calculation algorithms in our EMR
products, and the high S/N sensing and original protocol/extension technologies
in our Active ES products. However, what really makes us stand out is the factthat we have been specializing in pens since our startup. We are not just trying to
make the specs look good; we’re developing the technology and products withthe sincere aim of achieving real performance and delivering the best products tousers—products that make them happy every time they use them. As long as we
continue to manufacture products with this philosophy, I believe that Wacom canoutperform any competitor company.

Yukio USUDAKen INAZUMIDirector,EVP

Outside Director

Q: With IT systems evolving every day, what is your biggest focus point?
A: IT systems are constantly changing, and I believe it is important to fully
understand the technological trends and introduce services that match thecompany with just the right timing. The evolution of revolutionary AI is somethingthat draws my attention on a personal level, and while it is important to balance
investments in offensive and defensive IT, I have recently been focusing more on
the defensive side. Last year, the unauthorized access of our online store caused
great inconvenience and concern. Cyber-attacks continue to become moresophisticated and dangerous, and I believe that by layering on the latest security
measures to our internal and external networks, we can detect signs of cyberattacks at an early stage, prevent them, and reduce overall risk.

Q: As someone who spends a lot of time at the company, what is your impressionof the team members?
A: I am a member of the Audit Committee, and what I feel in my daily contact with
Wacom team members in the office is their love for Wacom. First and foremost,they love Wacom’s products. There is also the love the team members have foreach other and their families as well as for their customers and the communities.
The Wacom team members love their products and they love the people whowork alongside them—they love using digital pens to pursue their own creative
projects, and they love working with customers to explore the potential of digitalpens and tablets. We, the board members, consider it our mission to link the loveof Wacom’s team members to the enhancement of Wacom’s corporate value.

Interviewer

Yoichi MACHIDA

IT, Legal, IP, Corporate Strategy

Q: As an expert in organizations, in what ways do you think Wacom still needs togrow?
A: When a company sets its vision for the future, it communicates quantitative andqualitative goals both internally and externally for the business. To realize thesegoals, what kind of organizational design, culture, and management styles should
the company adopt? They’ll need to think about their organizational vision. This isan era where there is no single right answer. There are various styles depending on
your goals, such as a teal organization, green, orange, amber, red and more. Thatis why the question to ask yourself is, “What kind of organization do we want to bein the future?” I am looking forward to witnessing the evolution of “Wacom Style,” amanagement style that is unique to Wacom, and to the growth of an organizationthat is self-propelled by its team members.

Q: As an executive working for another company, what would you say makes
Wacom distinct?
A: Although Wacom is a tech firm specializing in hardware for digital drawing
and writing , I think its culture of friendliness and closeness to its stakeholders
is exemplary. To list a few examples, there’s the way management and Wacom
team members are able to discuss topics openly, the way the company goes outof its way to support its customers’ creative inclinations, the way the company
works together with partners in various fields to improve the customer experience(Connected Ink is a key symbol of this), the way the company actively engages in
dialogue with investors, and the way each external director has opportunities tointeract with WACOM team members according to their particular capabilities. I
feel that Wacom’s strength lies in the way that it spurs evolution through friendly
co-creation.

Takashi KAMURA

Osamu HOSOKUBO

Outside Director

Outside Director

Audit Committee

Audit Committee

Q: Being the most experienced of the outside directors, how do you see thechanges at Wacom?
A: I am reminded of the old Chinese saying, “It is easy to start a business, butdifficult to maintain it.” I have witnessed the company, through a process of trialand error, evolve from global management during a period of strong leadership
under which the founder’s spirit still lingered, to a company with a market
capitalization of over 100 billion yen under the current executive team. Today, theexternal environment for both low- and mid-tier products is changing rapidly, while
the parts business has become a sturdy pillar of the company. Our drive, our effort
to win, has shown no signs of faltering. We must comply with the global SDGs,
and there are regional differences in thinking we must face as a global company.
But I want us to realize these “differences” as diversity, a jumping off point fromwhich we can build an environment of greater effort and ultimately greater appeal.

Q: With your prior experience managing an investment firm, on what areas ofWacom would you place your bets?
A: I see Wacom’s strengths as market leadership, global management, andcommunity engagement, and if I were an investor, I would place my bet on thesethree points. In other words, Wacom is one of the few Japanese manufacturers
who for many years has continued to introduce appealing products to the global
market on a foundation of advanced technology, and as a Japanese citizen, I
would certainly give them my support. What’s more, I’ve always highly respected
the way Wacom has maintained a close relationship with the user community while
continuing to create new technologies, products, and services—never halting
progress in order to cling to their current position. Looking ahead, I hope that
Wacom will realize a more diverse and robust corporate structure, and continue tobe a company that looks several steps ahead of the times to go head to head withthe challenges of the future.

The strengths and characteristics of each member of the Board of Directors are layed out in this skills matrix. Thematrix is balanced as to highlight knowledge and experience in various fields, including specifics skills uniquely valued
by Wacom such as Community Engagement—defined by the knowledge of community building and ecosystemdevelopment in areas vital to the medium-term business direction "Wacom Chapter 3"—and Digital Services—definedby the knowledge of technology and the industry in addition to IT experience at Wacom.

Board of Directors
Skill Matrix
NameManagement

Overseas
Business

Finance &Accounting

HR & ODDiversity &Inclusion *1

Legal &Compliance

Risk
Management

Proprietary
TechnologiesCommunityEngagement *2Digital
Services *3

Nobutaka IDE○○－－○－－○○○

Yoichi MACHIDA－○○－－－－－－－

Sadao
YAMAMOTO－－－－－－－○－○

Yukio USUDA－○－－－○○－－○Ken INAZUMI○－－－－－－－○○

Mikako INAMASU○－－○○－－－－－

ShigekiHIGASHIYAMA－○－○－－－－－－

Takashi KAMURA

－－－－－

○

○－－－Osamu
HOSOKUBO○○○－－－－－－－*1 Diversity & Inclusion means the opportunity and culture for diverse human resources to recognize and accept each other.
*2 Excellent skills of community building and ecosystem development, which are important elements of the medium-term business direction “Wacom Chapter 3”.
*3 Excellent knowledge of the industry and technology in addition to IT experience at the Company.

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