Corporate GovernanceMessage from an External Director

Process of Reappointing Masahiko Uotani as CEO

Hello everyone. I’m Yoko Ishikura, an external director. I’m the chair of the Nomination Advisory Committee. The Nomination Advisory Committee makes recommendations on director and corporate officer candidates as well as their promotions from an independent point of view.

As announced already, the Board of Directors has decided to reappoint the current president Masahiko Uotani as our CEO for five years from 2020 to 2024. Let me explain the background and the process in terms of my role.

The Shiseido Group aims to realize “BEAUTY INNOVATIONS FOR A BETTER WORLD” as its corporate mission, and defines corporate governance as its “platform to achieve sustainable growth by fulfilling the corporate mission.” The Company is committed to maintaining and improving management transparency, fairness, and speed by putting into practice and reinforcing corporate governance and strives to maximize medium-to-long-term corporate and shareholder value through dialogue with all stakeholders. Stakeholders here include consumers, business partners, employees, shareholders, and society and the earth. In addition, while fulfilling our social responsibilities, we aim to achieve optimized distribution of value to respective stakeholders.

Based on this policy, the Nomination Advisory Committee, which consists of myself and two other external directors, conducted a fair and thorough review regarding the reappointment of the president from an independent viewpoint. The appropriateness of this review was also confirmed through discussions with external auditors. Based on this review, I proposed the reappointment of President Uotani, and it was approved at a Board of Directors’ Meeting. And, Mr. Uotani accepted.

Opinion of the Nomination Advisory Committee Regarding the Reappointment

The Nomination Advisory Committee considers the appointment of the President as a matter of most important decision-making with significant impacts on corporate value.

The committee also believes that the most appropriate person must be selected to do this job. The committee has highly evaluated Mr. Uotani’s predominant leadership, under which Shiseido has achieved its VISION 2020 goals ahead of schedule, and he also promoted transformation to “Be a Global Winner with Our Heritage.” We judge his management respecting corporate governance to be truly remarkable.

Shiseido needs to formulate and execute growth strategies to further accelerate globalization toward achieving its corporate mission “BEAUTY INNOVATIONS FOR A BETTER WORLD.” Considering this difficulty, the committee believes that continuing the term of President Uotani is the best choice for all stakeholders.

The president shall develop successors to a level where they will be able to take over the management of Shiseido. To secure sufficient time to implement these succession plans, the committee has judged a five-year reappointment term from 2020 to 2024 to be appropriate.

We hope you will continue your support for the Shiseido Group. Thank you.

Yoko Ishikura External Director
Chair of Nomination Advisory Committee