2356789123456789■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■DescriptionSustainabilityUnderstands the FANCL Group’s founding philosophy and management philosophy.Possesses knowledge, experience, and skills in non-financial factors that support corporate sustainability, such as ESG issues.Possesses knowledge, experience, and skills in research and development, technology, and the pursuit of safety and security.Possesses knowledge, experience, and skills in corporate finance.Possesses knowledge, experience, and skills in quality & safety, compliance, and risk management.Possesses knowledge, experience, and skills in brand strategy, marketing, and sales.Possesses knowledge, experience, and skills in IR activities for shareholders and investors.Possesses knowledge, experience, and skills in ICT, Digital Technology and Digital Transformation.47Expertise and Experience of Directors and AuditorsAt FANCL, the Nomination and Compensation Committee deliberated on the skills that the Board of Directors should have and the skills of each Director in light of the corporate strategy and reported its findings to the Board of Directors.Definition of SkillsSkill MatrixManagement of Conflicts of InterestWhen the Company is to conduct related party transactions and/or transactions involving conflict of interest, the Board of Directors first deliberates on important matters such as the transaction conditions and makes its decisions based on our board meeting criteria.Kirin Holdings Company, Limited currently holds 32.71% IntroductionUnderstanding of Management PhilosophyCorporate Management (Representative Director experience)Possesses the experience and skills of a representative director.ESG, Sustainability4Manufacturing, Technology, R&DCorporate FinanceQuality & Safety, Compliance, Risk ManagementBrand Strategy, Marketing, SalesIR (dialogue with shareholders and investors)ICT, Digital Technology, Digital Transformation10Global Experience, Overseas Business ManagementPossesses knowledge, experience, and skills in overseas assignments or overseas business support and management.(39,540,000 shares) of FANCL’s voting rights, and the Company is ManagementBusiness ModelWe identified 10 skills and positioned the following skills as those that are especially unique to FANCL: “1. Understanding of Management Philosophy,” “4. Manufacturing, Technology, R&D,” and “8. IR (dialogue with shareholders and investors).”an equity method affiliate of Kirin Holdings Company, Limited. In its transactions with Kirin Holdings Company, Limited, the Board of Directors deliberates and resolves that the terms and conditions of each transaction are not unfair compared to those with other third parties from the perspective of protecting minority shareholders.Data Section10Understanding of Management PhilosophyCorporate Management (Representative ESG, Manufacturing, Director experience)SustainabilityTechnology, R&DCorporate FinanceQuality & Safety, Compliance, Brand Strategy, (dialogue with shareholders and investors)Risk Marketing, SalesManagementIR ICT, Digital Technology, Global Experience, Overseas Business ManagementDigital TransformationItem1Skill ItemNamePosition within the CompanyPresident & CEO, Representative DirectorRepresentative Director, Senior Managing DirectorKazuyuki ShimadaTomochika YamaguchiAkihiro YanagisawaExecutive Managing DirectorYasushi SumidaExecutive Managing DirectorShinro FujitaExecutive Managing DirectorMitsuaki NakakuboOutside Director (Independent Officer)Keiichiro HashimotoOutside Director (Independent Officer)Akira MatsumotoOutside Director (Independent Officer)Junko TsuboiOutside DirectorSeiichiro TakahashiAudit & Supervisory Board MemberNaoya MaruoAudit & Supervisory Board MemberTsuneyoshi SekiOutside Audit & Supervisory Board Member (Independent Officer)Outside Audit & Supervisory Board Member (Independent Officer)Outside Audit & Supervisory Board Member (Independent Officer)Hideki MinamikawaMiyuki Nakagawa
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