Corporate Governance Structure

Shiseido Company Limited has transited to a Company with Three Statutory Committees based on resolution of the Annual General Meeting of Shareholders held on March 26, 2024. The Board of Directors has focused on determining the basic management policy and management strategy while overseeing their execution, while also delegating significant authority to the Corporate Executive Officers, thereby accelerating decision-making in business execution and the implementation of business strategies.

In addition, with the recognition that promoting of the Three Lines Model contributes to strengthening corporate governance, the business department on the first line, the HQ Corporate departments and the regional headquarters on the second line and the Internal Audit Department on the third line work together while aiming to promote healthy growth strategies and enhance sustainable corporate value, and establishment and improvement of risk scenarios and risk mitigation activities are continuously carried out.

The Nominating Committee resolves matters such as proposals regarding appointment and dismissal of directors to be submitted to general meetings of shareholders and matters regarding the succession of directors. In addition, the Nominating Committee deliberate appointment and dismissal of the representative Corporate Executive Officers and Corporate Executive Officers, areas for which Corporate Executive Officers take responsibility, appointment and dismissal of the CEO, as well as matters regarding the succession of the CEO etc. and reports results of the deliberations to the Board of Directors.
The Committee is composed of five (5) Independent External Directors and its chairperson is selected from the committee members with the resolution of the Nominating Committee.
We held the Nominating Committee meetings thirteen (13) times in 2025.
It mainly discussed the succession of Directors, made resolutions regarding the selection of Director candidates to be submitted to the shareholders' meeting, and monitored the implementation status of the CEO succession. Additionally, the selection of the Representative Corporate Executive Officers and Corporate Executive Officers, and the determination of the areas of responsibility for the Corporate Executive Officers, providing recommendations to the Board of Directors.

The Compensation Committee resolves policies on decisions regarding remuneration of Directors and Corporate Executive Officers, designs of the remuneration policy for Directors and Corporate Executive Officers, and details of remuneration to individual Directors and Corporate Executive Officers, etc.
The committee is composed of five (5）Independent External Directors and its chairperson is selected from the committee members with the resolution of the Compensation Committee.
We held the Compensation Committee thirteen (13) times in 2025.
It mainly discussed and resolved matters regarding the performance indicators for annual bonuses and long-term incentives, as well as the compensation of Directors and Corporate Executive Officers. Additionally, it oversaw the determination of compensation for Executive Officers other than Directors and Corporate Executive Officers.

The Audit Committee conducts audits and prepares audit reports on performance of duties of Directors and Corporate Executive Officers, etc., and makes decisions on proposals for appointment, dismissal, or non-reappointment of the accounting auditor submitted to General Meetings of Shareholders. The Committee is composed of five (5) members, comprising three (3) Independent External Directors and two (2) full-time Audit Committee members who are Directors not concurrently serving as Corporate Executive Officers, and its Chairperson is an Independent External Director selected from the Committee members by the resolution of the Audit Committee.

Prior to decision-making by the CEO, this committee deliberates on group policies, organizational transformations, new businesses/brand launches and other particularly import matters for the Shiseido Group.

This meeting discusses business strategies and plans for core brands, regions, and key corporate functions.

The committee aims to accurately grasp global and regional social changes and the current situation of the Group. Based on this, it identifies management risk factors, deliberates prioritized material risks and countermeasures against the risks as well as the important matters regarding ethics and compliance.