Corporate Governance

Corporate Governance

Basic Policies

At Unitika Group, we carry out business activities as we strive to be a company that is continuously chosen by customers, under our philosophy of contributing to society by connecting people’s lives and technology. We have worked to achieve stakeholder-focused management by pursuing stakeholder strategies that include the enhancement of legal compliance and risk management, the timely and appropriate disclosure of information, and the implementation of rapid decision making. We believe this will enable Unitika to maximize corporate value in an increasingly global environment, and continue to grow.

Structural Overview

Under the Companies Act, Unitika has adopted the system of a company with auditors, and put in place Accounting Auditor. We have also introduced a voluntary executive officer system. We divide the decision making and management supervisory (governance) functions of the Board of Directors and the business execution functions of the executive officers. In order to enhance the mobility and effectiveness of the management, we promote cooperation between the directors and the executive officers, while most of the directors also serve as the executive officers with some exceptions.

We believe that our governance system is functioning as expected by means of the establishment of a voluntary committee, an executive officer system, outside directors, and an auditor system.

Governance organizational chart

Board of Directors

The Unitika Board of Directors is composed of nine directors: Representative Director and President Minoru Fujii(chairman), Hisami Kashiwagi, Shuichi Misu, Eiji Kobayashi, Shinji Fujimoto, Yamato Oku, Minoru Furukawa (outside director), Noriko Ishikawa (outside director), Keiko Horino (outside director).

Audit & Supervisory Board Member (Shinsuke Nakano, Makoto Sano (outside A & SB Member *1), Kenichi Murase (outside A & SB Member)) attend the Board of Directors meetings so that they can speak up and check the decision-making process of management. The Board of Directors meetings are held once a month, and also on an ad-hoc basis as required.

*1 A & SB in the text is an abbreviation for Audit & Supervisory Board.

Board of Directors

Board of Directors

Skills Matrix

Name Position
in the
Company		 Type Gender Skills and experience
Corporate management
Management planning		 Sales
Marketing		 Finance
Accounting		 Legal affairs
Risk
management		 R&D
Manufacturing		 Global Sustainability
Human
resources
and
personnel
development
Minoru
Fujii		 Representative
Director and
President,
Chief
Executive
Officer		 Representative Director and President, Chief Executive Officer   Male Male Skills and experience ● ●     ●   ●
Hisami
Kashiwagi		 Representative
Director and
Vice President,
Executive
Officer		 Representative Director and Vice President, Executive Officer   Male Male Skills and experience ●   ●        
Shuichi
Misu		 Director,
Managing
Executive
Officer		 Director, Managing Executive Officer   Male Male Skills and experience     ● ●   ●  
Eiji
Kobayashi		 Director,
Managing
Executive
Officer		 Director, Managing Executive Officer   Male Male Skills and experience ●   ●        
Shinji
Fujimoto		 Director,
Managing
Executive
Officer		 Director, Managing Executive Officer   Male Male Skills and experience ● ●       ●  
Yamato
Oku		 Director,
Senior
Executive
Officer		 Director, Senior Executive Officer   Male Male Skills and experience     ●        
Minoru
Furukawa		 Director Director Outside,
Independent		 Outside, Independent Male Male Skills and experience ●   ●     ●  
Noriko
Ishikawa		 Director Director Outside,
Independent		 Outside, Independent Female Female Skills and experience             ●
Keiko
Horino		 Director Director Outside,
Independent		 Outside, Independent Female Female Skills and experience       ●      

(Note) The table listed above is not a comprehensive listing of the full range of knowledge and experience the directors have.

Audit & Supervisory Board

The Unitika Audit & Supervisory Board is composed of three auditors: Shinsuke Nakano (chairman), Makoto Sano (outside A & SB Member), and Kenichi Murase (outside A & SB Member). These members audit and monitor management, such as the management policies, execution of business operations, and preservation of property in accordance with standards including the relevant laws and regulations, the Unitika Articles of Incorporation, and provisions, etc.

Nominating Committee / Remuneration Committee *2

The Unitika Nominating Committee and Remuneration Committee are each composed of three directors: Minoru Furukawa (outside director) as Committee Chairman, Shuji Ueno, and Noriko Ishikawa (outside director). These committees deliberate matters concerning the appointment and remuneration of management (executive officers) and the nomination of candidates for directors and auditors, and then report their recommendations to the Board of Directors (for auditor candidates, after approval from the Audit & Supervisory Board). This is how these committees are working to ensure the integrity and improve the transparency of matters related to executive officers and determining their remuneration.

※2. Unitika has decided to abolish its Nominating Committee and Remuneration Committee effective April 30, 2025. Matters concerning the appointment andremuneration of management (executive offi cers) and the nomination of candidates for directors and auditors will henceforth be deliberated through discussions among all directors. We believe this initiative will not only facilitate more multifaceted deliberation on important matters such as nominations and compensation, but also contribute to strengthening the Board of Directors' functions.

Record of main meetings held and attendance (FY 2024)
Meeting Number of times held
Board of Directors 20
Audit & Supervisory Board 13
Nominating Committee 3
Remuneration Committee 2
Rate of attendance of outside directors at the Board of Directors meeting 95%
Rate of attendance of outside A & SB Members at the Board of Directors meeting 100%
Rate of attendance of outside A & SB Members at the A & SB meeting 100%

Evaluating the Effectiveness of the Board of Directors

Unitika conducts self-evaluation and analysis of the effectiveness of the Board of Directors with the aim of improving the functioning of the Board of Directors and thereby enhancing corporate value.

For self-assessment and analysis, the following methods were used with the advice of external organizations.

In March 2025, Unitika conducted a survey on all directors and Audit & Supervisory Board Members comprising the Board of Directors. We were able to ensure the anonymity of the respondents by having them submit their answers directly to the external institutions. At the Management meeting held in June 2025, we analyzed, discussed and evaluated the Board of Directors, taking into consideration the tallied results from the external institutions.

The results were generally a positive evaluation of the support system, composition, operation, management, supervision, and other functions of the Board of Directors. Subsequently, we have evaluated the Board of Directors to be effective overall.

In the previous evaluation of effectiveness, there was a shared recognition of issues such as a shift to making the meetings a forum for lively discussions and strengthening the monitoring function of management. Since then, we have seen steady progress in efforts to address these issues, such as initiatives for strengthening the periodic monitoring of problematic businesses as a management issue.

There were views expressed on the ongoing strengthening of monitoring function of management and a shift to making the meetings a forum for lively discussions on management issues of the Board of Directors. Opinions were also shared on issues concerning the further enhancement of the Board of Directors’ functions.

Remuneration of Executive Officers

All Unitika executive officers are remunerated in cash payments. Excluding outside directors and Audit & Supervisory Board Members, these payments to executive officers are comprised of position-specific fixed remuneration that is paid monthly and performance-linked remuneration that is paid monthly and performance-linked remuneration as an incentive.
 Outside directors and A & SB Members only receive fixed remuneration.
 The ratio of performance-linked remuneration has been roughly set at around 10% of the position-specific fixed remuneration. The performance-linked remuneration is determined by the Board of Directors.

Unitika aims to strengthen the independence, objectivity, and accountability of the Board of Directors’ functions with regard to executive officer remuneration by determining remuneration after making thorough explanations at the appropriate time to our independent outside directors and independent Audit & Supervisory Board Members and receiving their appropriate involvement and advice. Then, the remuneration of directors is determined by the Board of Directors, and the remuneration of A & SB Members is determined by the Board of Auditors.

Details of remuneration of executive officers (FY 2024)
Category of executive officerss Total
(million yen)		 Class-specific total (million yen)
Fixed
remuneration		 Performance-linked
remuneration
Directors (excluding outside directors): 5 70 70 -
Audit & Supervisory
Board Member
(excluding outside
A & SB Members): 2		 21 21 -
Outside officers: 4 31 31 -

(Note) The above figures include one director who retired upon the conclusion of the 214th Annual General Meeting of Shareholders held on June 27, 2024.

Internal Control System

Basic Policies

Under the Companies Act, Ordinance for Enforcement of the Companies Act and Financial Instruments and Exchange Act, Unitika has created a system that ensures the adequate operation of our company and group, as well as the trustworthiness of our financial reports, as follows.

Structural Overview

The Internal Control System stipulates the Unitika’s Basic Policy for Internal Control based on Companies Act and the Financial Instruments and Exchange Act. Internal controls for financial reporting are dealt with mainly at the Audit Office, while internal controls regarding offices are set up at our key business branches in order to establish the corporate framework for internal controls. Also, in addition to collecting information within the company and the Group, which is mainly done by the Risk Management Group, we also have systems in place to enable a timely response to matters, including setting up a Compliance Committee and whistleblower contact points within and outside the company.

Unitika’s Basic Policy for Internal Control (Item Headings)

1. Organization to ensure that the execution of job duties by directors and employees complies with all applicable legislation and the Articles of Incorporation

2. Items pertaining to saving/managing information on directors’ execution of job duties

3. Regulations on loss hazard management; other organizational elements

4. Organization to ensure that execution of directors’ job duties is performed efficiently

5. Organization to ensure suitability of operations done by corporate groups

6. Items pertaining to ensuring the effectiveness of instructions to employees, and to their independence from directors, when Audit & Supervisory Board Members ask for the appointment of those employees to act as assistants

7. Organization for making a report to the Audit & Supervisory Board Members, and an organization that ensures the fair treatment of people who make a report to the Audit & Supervisory Board Members

8. Items regarding the procedures for the advanced payment or reimbursement of the expenses arising from the performance of duties of the Audit & Supervisory Board Members or the policies regarding the processing of other expenses or debts arising from the performance of duties of the Audit & Supervisory Board Members

9. Other organizational elements to ensure that auditing by Audit & Supervisory Board Members is performed effectively