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 board evaluation, we are hard at work to strengthen the functions and improve the Board's 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 and the Nomination & Remuneration Advisory 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.
In addition, third-party organizations regularly (approximately once every three years) check and evaluate our effectiveness to ensure transparency and objectivity.

*Based on a resolution passed at the ordinary general meeting of shareholders on March 26, 2024, Shiseido has transitioned to a structure with three statutory committees: the Nominating Committee, Compensation Committee, and Audit Committee.

Initiatives for 2023–24, evaluation findings, and future plans

The evaluation was conducted for the period between the end of the Ordinary General Meeting of Shareholders in March 2023 and the beginning of the Ordinary General Meeting of Shareholders in March 2024. Below, we outline the main performance dimensions and findings for initiatives during the evaluation period. Based on these findings, we will implement the following measures from 2024 to 2025 to further accelerate the improvement of the Board’s effectiveness.