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) 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 knowledge of ESG issues.

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. *1 (As of June 23, 2023)

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	7	●	●	●	●		●	●
Chihiro Katsuta	Representative Director, Senior Executive Vice President			7	●	●	●		●	●	●
Kazuhiko Sakurai	Director of the Board, Senior Executive Vice President			6	●	●	●				●
Tetsuo Izawa	Director of the Board, Senior Executive Vice President			2	●	●	●				●
Sumiko Takeuchi	Director (outside)	○	○	4		●		●				●
Yoko Suzuki	Director (outside)	○	○	1						●	●	●
Hiroshi Takahashi	Director (outside)	○	○	Newly appointed *2		●	●		●		●	●
Rie Uesaka	Audit & Supervisory Board Member (full-time)			3	●	●		●	●
Naofumi Higuchi	Audit & Supervisory Board Member (outside)	○		7				●	●	●
Mitsutaka Hondo	Audit & Supervisory Board Member (outside)			Newly appointed *2					●	●
Miyuki Fukushima	Audit & Supervisory Board Member (outside)	○		Newly appointed *2		●			●

*1 The table above does not indicate all of the skills and experience possessed by individual directors and Audit & Supervisory Board members.
*2 Newly appointed at the General Meeting of Shareholders held on June 23, 2023.

Reasons and Criteria for Selection of Skills

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 internally promoted to the position 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 properly 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 director of Japan Pulp & Paper or executive officer in 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 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 overseas management and expertise related to the business environments in order to achieve global growth and expand our Non-Japan Wholesaling segment	Experience in management of departments related to overseas business Experience as an officer of an overseas subsidiary Experience as a member of an international organization Experience as a participant in international conferences
Finance and accounting	Necessary to have people with solid knowledge and experience in the fields of finance and accounting in order to develop financial strategies to ensure accurate financial reporting, build a sound financial base, promote M&A, and maintain stable dividends	Experience related to financial management, fund procurement, loans, and accounting People with relevant knowledge and experience, certified public accountants, tax accountants, etc.
Legal affairs and compliance	Necessary to have people with solid 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	Experience related to risk management and compliance departments Experience as a member of a third-party committee 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 solid 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, as well as based on the outstanding character and insight of the candidate. 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, 2023
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 provide proposals and advice from a professional standpoint based on her experience as stated above and deep insight, as well as to supervise decision-making on important matters, the execution of business, and the progress of the medium-term business plan. Reason for designation as an independent officer: Ms. Takeuchi has no special interests with the company, and no risk of a conflict of interest with the company’s general shareholders. Therefore, she has been designated as an independent officer. Significant concurrent positions: Director and Senior Fellow of International Environment and Economy Institute; Joint Founder and Representative Director of U3Innovations LLC; Specially Appointed Professor of Tohoku University; Senior Advisor of Deloitte Tohmatsu Financial Advisory LLC; Outside Director of GRID co.	17/17 (100%)
Yoko Suzuki	○	Yoko Suzuki possesses advanced professional knowledge as an attorney, and abundant experience as an outside director and audit and supervisory board member at several companies, and as a director and auditor at several corporations where she has been deeply engaged in corporate management. The company elected her as an outside director to provide advice to the company’s management, to supervise its business execution, and to contribute to strengthening its corporate governance from an objective, professional standpoint, using her advanced professional knowledge and abundant experience as stated above. Reason for designation as an independent officer: Ms. Suzuki has no special interests with the company, and no risk of a conflict of interest with the company’s general shareholders. Therefore, she has been designated as an independent officer. 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.	13/13 (100%)
Hiroshi Takahashi	○	Hiroshi Takahashi has a wealth of experience in corporate management, having worked in key positions 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 company from an objective and professional standpoint. Reason for designation as independent officer: Mr. Takahashi worked at Sumitomo Mitsui Trust Bank, Limited, which has a transactional relationship with the company, and also is a shareholder of the company. Loans borrowed from the bank, as of the end of March 2023, amounted to 11.7% of the total borrowings of the company, and the ratio of the voting rights of the company held by the bank is 0.5%. However, the company deals with multiple financial institutions and the influence on its business is therefore negligible. He is also a director of Custody Bank of Japan, Ltd., a shareholder of the company, but the bank specializes in asset management, and the beneficial shareholders have the right to instruct the bank to exercise voting rights. There are no direct transactions between the bank and the company. Therefore, there is no risk of a conflict of interest arising with the company’s general shareholders, and he has been designated as an independent officer. Significant concurrent positions: Director & Senior Managing Executive Officer of Custody Bank of Japan, Ltd.	(Newly appointed)

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 on 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. The company elected him as an outside Audit & Supervisory Board member so that he can utilize his wealth of knowledge and experience in audits of the company. Reason for designation as an independent officer: Mr. Higuchi has no special interests with the company, and no risk of a conflict of interest with the company’s general shareholders. Therefore, he has been designated as an independent officer. Significant concurrent positions: Professor of Tohoku University Accounting School; Representative of Higuchi Certified Public Accountant Office; Outside Director and Audit and Supervisory Committee Member of Nippon Aqua Co., Ltd.; Auditor of JMA Consultants Inc.	17/17 (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	(Newly appointed)	(Newly appointed)
Miyuki Fukushima	○	After working for a trading company, Miyuki Fukushima has 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. Reason for designation as an independent officer: Ms. Fukushima has no special interests with the company, and no risk of a conflict of interest with the company’s general shareholders. Therefore, she has been designated as an independent officer. Significant concurrent positions: Representing Partner of FLAIR Accounting Firm; Representative Director, President of MiD POINT Corporation, Outside Director and Audit and Supervisory Committee Member of NIPPON DENSETSU KOGYO CO., LTD.	(Newly appointed)	(Newly appointed)

Efforts to Improve the Effectiveness of the Board of Directors

Every year, the Board of Directors requests the opinion of each member of the Audit & Supervisory Board in addition to self-evaluations from each member of the Board of Directors, and conducts an evaluation of the effectiveness of the Board of Directors based on the results.
In fiscal 2022, a questionnaire survey of all directors and Audit & Supervisory Board members was conducted, and was used as the basis of discussion by the Board of Directors. It was confirmed that the Board of Director was sufficiently diverse and of the appropriate size (out of 10 officers including auditors, there are 5 outside officers (50%) and 3 women (30%)).* In terms of management, the content of resolutions and discussion time, and advance explanations to outside officers were generally appropriate. It was confirmed that the effectiveness of the Board of Directors is secured, and that there are free and open exchanges of opinions at meetings. In addition, discussions on matters such as acquisitions, sustainability, internal control/risk management, and compliance-related issues have been further enhanced.
On the other hand, there was an awareness of issues such as those related to management strategy, evaluation of effectiveness of investments, human capital initiatives, corporate governance including group governance, and internal control/risk management. Taking this evaluation into account, we will make the necessary improvements and continue to secure and improve the effectiveness of the Board of Directors.

As of December 2022

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 an explanation 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.
In addition, 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 fiscal 2022, in response to a climate change questionnaire promoted by the Carbon Disclosure Project (CDP), an international environmental NGO, study sessions were held by the Executive Sustainability Committee in August 2022 and January 2023, with lecturers from consulting company SGS Japan.