Board of Directors Structure and Activities

Overview of the Board of Directors' Composition

Composition of the Board of Directors and each committee

Main topics discussed by the Board of Directors

Evaluation of the Effectiveness of the Board of Directors

■Overview of the Board of Director’s Composition

Of eleven Directors, seven (7) members (64%) are highly independent External Directors who meet the “Criteria for Independence of External Directors” of the Company. Furthermore, of the four internal Directors, two (2) are Directors responsible for business execution and concurrently serve as Corporate Executive Officers, and two (2) are non-executive Directors.
The total number of non-executive Directors, both internal and external, is nine (9)(82%).

Additionally, to enhance the objectivity and transparency of oversight and the separation of business execution from oversight, the Chairman of the Board of Directors is an Independent External Director.

■Composition of the Board of Directors and each committee

Title	Name	Board of Directors	Nominating Committee	Compensation Committee	Audit Committee
Director	Kentaro Fujiwara	〇
Director	Ayako Hirofuji	〇
Director (Non-executive)	Hiromi Anno	〇			〇(Full-time)
Director (Non-executive)	Takeshi Yoshida	〇			〇(Full-time)
External Director (Non-executive)	Kanoko Oishi	〇	〇	〇
External Director (Non-executive)	Shinsaku Iwahara	〇	◎	〇
External Director (Non-executive)	Mariko Tokuno	〇	〇	〇
External Director	Yoshihiko Hatanaka	◎	〇	◎
External Director (Non-executive)	Yasuko Gotoh	〇			◎
External Director (Non-executive)	Ritsuko Nonomiya	〇			〇
External Director (Non-executive)	Yasuhiro Nakajima	〇			〇

Notes:

1）Committee members are marked with 〇, and the chairperson of the Board of Directors and that of the committees are marked with ◎.

2）Click here to view the biographies of each Director.

■Main topics discussed by the Board of Directors in fiscal year 2024

Main topics of the Board of Directors in fiscal year 2024 are as follows:

-Medium and Long Term Management Strategies, including “Action Plan 2025-2026”
-Structural Reforms, M&A
-FOCUS^* Operation Status
-Shiseido Group's Material Risks
-IR activity report, capital market reaction
-Reports from Nominating, Compensation and Audit Committees

*Operational reform project through the establishment and introduction of an integrated core system

■Evaluation of the Effectiveness of the Board of Directors

Basic Approach

The Company conducts an annual evaluation of the effectiveness of the Board of Directors to identify issues and areas for improvement and evolve into a more effective board. Based on the findings of the effectiveness evaluation, we are working diligently to strengthen the Board's functions and improve its effectiveness through the following PDCA cycle.

PDCA cycle

Evaluation Process

From April to June each year, we conduct questionnaires and interviews targeting all directors to evaluate and analyze the Board of Directors, the Nominating Committee, and the Compensation Committee for the period between each annual Ordinary General Meeting of Shareholders. The secretariat of the Board of Directors then compiles, analyzes, and extracts the issues.
The extracted issues and opinions are reported to the Board of Directors, and measures and responses thereto are formulated and implemented as necessary.
Additionally, we request a third-party organization to assess and evaluate our effectiveness approximately every three years to ensure transparency and objectivity.
In FY2024, a third-party organization reviewed and evaluated our processes. The aggregation and analysis of the evaluation results by the Board Secretariat were deemed appropriate, and the priority initiatives identified for FY2025 were also validated.

*For the effectiveness evaluation of the Audit Committee, please see here.

Initiatives for 2024-2025, Findings and Future Plans

The evaluation was conducted for the period between the end of the Ordinary General Meeting of Shareholders in March 2024 and the beginning of the Ordinary General Meeting of Shareholders in March 2025.
Below, we outline the key evaluation criteria and findings for initiatives during the evaluation period.
Based on these findings, we will implement the following measures in 2025-26 to further accelerate and enhance the effectiveness of the Board of Directors.