Directors of the Board, Audit & Supervisory Board Members and Executive Officers

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Directors of the Board, Audit & Supervisory Board Members and Executive Officers

Management Team
Approach to Diversity
Skills Matrix
Standards for Selection
Reason for appointment
Efforts to Improve Board Effectiveness
Training

Management Team

Management Team (to our corporate website)

Approach to the Diversity of the Board of Directors

To ensure diversity (regardless of gender, nationality, race, or age) in management, adapt to changes in the business environment, maximize corporate value, and achieve balance in terms of knowledge, experience, and ability, the company appoints persons of outstanding character and insight from both inside and outside the company for Board of Director positions. This includes persons with extensive know-how and experience in each business field of the group, expertise in corporate planning and administration, experience in management positions at other companies, and specialized knowledge of sustainability issues.

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Skills Matrix of Directors and Audit & Supervisory Board Members

The major areas of expertise and experience of directors and Audit & Supervisory Board members are as follows. (As of June 26, 2024)

Name	Position	Independent officer	Nomination and Compensation Advisory Committee	Number of years in office	Major areas of expertise and experience
Name	Position	Independent officer	Nomination and Compensation Advisory Committee	Number of years in office	Industrial insight	Corporate management	Sales	Global	Finance and accounting	Legal affairs and compliance	Human resource management	Sustainability
Akihiko Watanabe	Representative Director, President & CEO		○ Chairperson	8	●	●	●	●		●	●
Chihiro Katsuta	Representative Director, Senior Executive Vice President			8	●	●	●		●	●	●
Kazuhiko Sakurai	Director, Senior Executive Vice President			7	●	●	●				●
Tetsuo Izawa	Director, Senior Executive Vice President			3	●	●	●				●
Sumiko Takeuchi	Director (outside)	○	○	5		●		●				●
Yoko Suzuki	Director (outside)	○	○	2						●	●	●
Hiroshi Takahashi	Director (outside)	○	○	1		●	●		●		●	●
Rie Uesaka	Audit & Supervisory Board Member (full-time)			4	●	●		●	●
Naofumi Higuchi	Audit & Supervisory Board Member (outside)	○		8				●	●	●
Mitsutaka Hondo	Audit & Supervisory Board Member (outside)			1						●	●
Miyuki Fukushima	Audit & Supervisory Board Member (outside)	○		1		●			●

Note: The table above does not indicate all of the skills and experience possessed by individual directors and Audit & Supervisory Board members.

Reasons for Selection of Skills and Evaluation Criteria

Based on our management plan and various policies, we have established the following eight items for skills criteria.

Item	Reason for selection	Criteria for selection
Industrial insight	Necessary to have people who can make appropriate decisions and supervise important business operations as part of a leading paper distribution company	Directors who are promoted to the position from within the company Experience in management at other companies in related industries Experience as a director of an industry association
Corporate management	Necessary to have people who can effectively develop sustainable growth strategies, and execute and supervise operations amid major changes in the business environment Necessary to have people who can utilize management experience at other companies as an outside officer	Experience as a director of Japan Pulp & Paper or executive officer in a position controlling major areas of business Experience as a president of a subsidiary (Outside officers) Experience as a representative director, president or vice president, etc., at other companies Experience as an entrepreneur
Sales	Necessary to have people with extensive knowledge and experience in sales as our main business is wholesaling and distribution	Experience in management of departments related to sales, marketing, and procurement
Global	Necessary to have people with extensive knowledge and experience in management outside of Japan and understanding of such business environments in order to achieve global growth and expand our Non-Japan Wholesaling segment	Experience in management of departments related to business outside of Japan Experience as an officer of a subsidiary outside of Japan Experience as a member of an international organization Experience as a participant in international conferences
Finance and accounting	Necessary to have people with extensive knowledge and experience in the fields of finance and accounting in order to formulate a financial strategy for ensuring accurate financial reporting, build a sound financial base, promote M&A, and maintain stable dividends	Management experience related to financial management, fund procurement, loans, and accounting Necessary to have people with relevant knowledge and experience, certified public accountants, tax accountants, etc.
Legal affairs and compliance	Necessary to have people with extensive knowledge and experience in the fields of governance, risk management and compliance, in order to further enhance governance and compliance, which are the foundations for ensuring sustainable growth in corporate value	Management experience related to risk management and compliance departments Experience as a member of a third-party committee Necessary to have people with relevant knowledge and experience, lawyers, etc.
Human resource management	Necessary to have people with extensive knowledge and experience in the fields of human resource development and management in order to further strengthen human capital, which is our most important form of management capital	Experience as a chairperson of a human resource committee, or in the management of a human resource department
Sustainability	Necessary to have people with extensive knowledge and experience in the fields of sustainability, ESG, and the SDGs in order to respond to sustainability issues, as they are material management issues that not only reduce risks but also lead to new profit opportunities	Experience in management of a department related to sustainability, ESG, the SDGs, renewable energy, etc. Experience as a member of advisory bodies and various organizations on sustainability, ESG, and the SDGs Consultants, people with relevant knowledge and experience, and examiners

Standards for the Selection of Directors and Audit & Supervisory Board Members

The Nomination and Compensation Advisory Committee, which is comprised mainly of outside directors, nominates candidates for director and Audit & Supervisory Board member positions from among those who we expect will make significant contributions to the company and are considered indispensable for its development. Candidates should also display outstanding character and insight. A resolution on their nomination is then made by the Board of Directors. The Board also obtains the prior consent of Audit & Supervisory Board members with respect to candidates for Audit & Supervisory Board member positions.
For candidates for independent officers, the company selects individuals who can provide advice on the company’s business from an objective viewpoint and professional perspective. Candidates are selected in accordance with the independence standards set by the Tokyo Stock Exchange.
When dismissing directors or Audit & Supervisory Board members, the Nomination and Compensation Advisory Committee deliberates on their competency. A resolution on their dismissal is made by the Board of Directors and then submitted for approval at the General Meeting of Shareholders.

Reasons for Electing Outside Directors and Audit & Supervisory Board Members

Outside directors

Name	Independent officer	Reason for appointment	Attendance at meetings in the fiscal year ended March 31, 2024
Name	Independent officer	Reason for appointment	Board of Directors	Audit & Supervisory Board
Sumiko Takeuchi	○	Sumiko Takeuchi was involved for many years in nature and environmental conservation at her previous company. Since retiring from that post, she has been engaged in research in the fields of the environment and energy at an NPO, universities and other organizations, and has conducted wide-ranging research and advocacy activities in the fields of the environment and energy. She has also served in a large number of public roles, including as a government delegate. The company elected her as an outside director to supervise and provide advice on the overall management of the group, and to contribute to strengthening corporate governance from an objective, professional standpoint, using her advanced professional knowledge and abundant experience as stated above. Significant concurrent positions:Director and Senior Fellow of International Environment and Economy Institute; Co-representative of U3Innovations LLC; Specially Appointed Professor at Tohoku University; Outside Director of GRID INC.; Outside Director of NIPPON STEEL CORPORATION	17/18 (94.4%)
Yoko Suzuki	○	Yoko Suzuki has not been involved in the management of a company other than as an outside director and Audit & Supervisory Board member, but possesses abundant knowledge and experience in corporate legal affairs, having served as an outside director and Audit & Supervisory Board member at several companies, and as a director and auditor at several corporations, in addition to her advanced professional knowledge as a lawyer. The company elected her as an outside director to supervise and provide advice on the overall management of the group, and to contribute to strengthening corporate governance from an objective, professional standpoint, using her advanced professional knowledge and abundant experience as stated above. Significant concurrent positions:Partner of Suzuki Sogo Law Office; Outside Director and Member of the Audit Committee of Bridgestone Corporation; Outside Director and Audit and Supervisory Committee Member of Nippon Pigment Company Limited; External Audit & Supervisory Board Member of MARUI GROUP CO., LTD.	18/18 (100%)
Hiroshi Takahashi	○	Hiroshi Takahashi has a wealth of knowledge and experience in corporate management, having worked in a variety of operations at financial institutions for many years and served as an executive officer and director. The company elected him as an outside director so he can utilize his experience and deep insight to supervise and provide advice on the overall management of the group, and to contribute to strengthening corporate governance from an objective and professional standpoint. Significant concurrent positions:None	14/14 (100%)

Outside Audit & Supervisory Board members

Name	Independent officer	Reason for appointment	Attendance at meetings in the fiscal year ended March 31, 2023
Name	Independent officer	Reason for appointment	Board of Directors	Audit & Supervisory Board
Naofumi Higuchi	○	Naofumi Higuchi has experience in auditing many companies as a certified public accountant. He has a wealth of knowledge related to finance and accounting, and is well-versed in corporate accounting. Currently, in addition to operating his own certified public accounting office, he is serving as a professor at Tohoku University Accounting School. He has also served as an outside Audit & Supervisory Board member of the company since 2016 and has sufficient knowledge of the group’s business operations to fulfill his responsibilities, including providing recommendations and advice to the Board of Directors and business execution divisions based on his extensive experience, broad insight, and professional perspective. Significant concurrent positions: Professor at Tohoku University Accounting School; Representative of Higuchi Certified Public Accountant Office; Outside Director and Audit and Supervisory Committee Member of Nippon Aqua Co., Ltd.; Director of the Japanese Institute of Certified Public Accountants; Auditor of JMA Consultants Inc.	18/18 (100％)	13/13 (100％)
Mitsutaka Hondo		Mitsutaka Hondo has extensive practical experience as an attorney-at-law, deep insight into legal and compliance matters as well as specialized knowledge and abundant experience. He is also well-versed in corporate legal affairs. The company elected him as an outside Audit & Supervisory Board member because it believes that his wealth of experience and knowledge will be reflected in its audits and contribute to strengthening the company’s audit function and governance structure. Significant concurrent positions: Attorney of Marunouchi Law Office	14/14 (100％)	10/10 (100％)
Miyuki Fukushima	○	After leaving her previous company, Miyuki Fukushima has since been involved in taxation and accounting for many companies as a certified tax accountant and currently represents a tax accounting firm. The company elected her as an outside Audit & Supervisory Board member so she can utilize her high level of expertise and broad experience in taxation and accounting in audits, and contribute to strengthening audit functions and the governance system. Significant concurrent positions: Representing Partner of FLAIR Accounting Firm; Representative Director and President of MiD POINT Corporation; Outside Director and Audit and Supervisory Committee Member of NIPPON DENSETSU KOGYO CO., LTD.	14/14 (100％)	10/10 (100％)

Initiatives to Improve the Effectiveness of the Board of Directors

In fiscal 2023, a questionnaire survey on the effectiveness of all directors and Audit & Supervisory Board members was conducted, and was used as the basis of discussion by the Board of Directors. Based on the results, the number of outside officers has increased to six (55%), and there are now four female officers (36%) out of the total of 11 directors (including Audit & Supervisory Board members), further enhancing diversity. In addition, compared with the previous fiscal year, deliberations on topics such as group governance, internal control, risk management, sustainability, and ESG were enhanced. Transparency in providing information to outside officers was also improved, and it was confirmed that lively discussions were taking place during meetings, ensuring the effectiveness of the Board of Directors is secured. On the other hand, skills in digital transformation (DX), manufacturing technologies, and quality/safety management were recognized as skills that will be necessary going forward. Moreover, areas such as group governance, internal control, risk management, sustainability, ESG, and evaluation of effectiveness of investments, as well as management strategies related to DX and human capital were identified as themes to be further developed in discussions. Streamlining the agenda, simplifying reporting items, incorporating investor feedback into Board discussions, enhancing advance explanations, and reviewing methods for sharing materials were also recognized as issues to address. Taking this evaluation into account, we will make the necessary improvements and continue to secure and improve the effectiveness of the Board of Directors.

Fiscal 2022 Evaluation
Summary of Evaluation Results	The composition of the Board and operations were deemed appropriate, and open and lively discussions were held during Board meetings, ensuring the effectiveness of the Board of Directors.
Issues Identified (Themes for Further Development)	Management strategies, evaluation of effectiveness of investments, human capital initiatives, corporate governance including group governance, and internal control/risk management
Response to Issues	Necessary improvements will be implemented as appropriate, and we will continue to maintain and enhance the effectiveness of the Board of Directors.

Fiscal 2023 Evaluation
Summary of Evaluation Results	The composition of the Board and content of discussions has been further enhanced, and transparency in providing information to outside officers has been maintained. Open and lively discussions continue to take place during meetings, ensuring the effectiveness of the Board of Directors.
Issues Identified (Themes for Further Development)）	Streamlining the agenda, simplifying reporting items, incorporating investor feedback in Board discussions, enhancing advance explanations, and reviewing methods for sharing materials
Response to Issues	Necessary improvements will be implemented as needed, and we will continue to maintain and improve the effectiveness of the Board of Directors.

Director and Audit & Supervisory Board Member Training

Internal organizations such as the General Affairs Department and Internal Audit Office appropriately provide information and access to the knowledge necessary for directors and Audit & Supervisory Board members to fulfill their duties. In addition, outside directors and outside Audit & Supervisory Board members are provided with explanations of the company’s business environment and other information concerning their roles when they are appointed. In this way, we work to enhance their understanding of the required roles and responsibilities. Moreover, each member also actively participates in seminars and information exchange meetings organized by external organizations such as the Japan Foundation for Accounting Education and Learning.
In October 2023, training on business and human rights was held with external experts invited to conduct the session in person.