金沙总站4066

To remain deserving of the firm trust and confidence society has placed in it, R金沙总站4066o's goal is timely and accurate information disclosure combined with sound and highly transparent management with the mission of solving social issues through packaging. In keeping with our fundamental philosophy whose essence is “The truth is in the workplace,” we are enhancing corporate governance by str金沙总站4066thening the current system of directors and Audit & Supervisory Board members while delegating authority and accelerating decision-making. In response to the Corporate Governance Code, we have disclosed our approaches to corporate governance in the form of a Corporate Governance Report to the Tokyo Stock Exchange. The most recent report was submitted on June 30, 2023. Considering the purpose of the Corporate Governance Code, we are continuing to work toward sustained growth for our company and improving our corporate value in the medium- to long-term.

In nominating candidates for directors and Audit & Supervisory Board members, R金沙总站4066o nominates persons who have a wealth of experience, high levels of insight and expertise conducive to effective corporate governance, sustainable growth, and medium- to long-term corporate value improvement. The Nomination Committee, a consultation body for the Board of Directors, deliberates on the nomination before the Board thoroughly deliberates on the matter and nominates the candidates. Candidates for Audit & Supervisory Board members are nominated with the consent of the Audit & Supervisory Board.

R金沙总站4066o's Board of Directors hold not only regular meetings but extraordinary meetings as necessary. The Board makes decisions on matters stipulated by laws and regulations and important managerial matters, as well as constantly supervises the status of business execution.
In FY3/2023, nine 金沙总站4066gular Board of Di金沙总站4066ctors Meetings we金沙总站4066 held, whe金沙总站4066 the Board deliberated on 50 items to be 金沙总站4066solved or approved and 46 items to be 金沙总站4066ported.
At the Board of Directors Meetings, outside directors and outside Audit & Supervisory Board members have made suggestions to further 金沙总站4066hance the Board functions. Steady efforts are underway for the 金沙总站4066hancem金沙总站4066t.

Regarding the effectiveness of the Board of Directors, R金沙总站4066o works to enhance the functions of the Board by conducting an annual questionnaire survey (self-evaluation) of directors and Audit & Supervisory Board members including outside officers followed by the report and discussion about the results of its analysis at a Board of Directors Meeting.
Based on the results of the FY3/2023 questionnaire survey, it was confirmed that the overall effectiv金沙总站4066ess of the Board is being maintained. Directors and Audit & Supervisory Board members have provided constructive input and suggestions regarding improvem金沙总站4066ts to the composition, roles, and operation of the Board, and have shared issues facing the Board.
Discussions and efforts a金沙总站4066 underway to put these input and suggestions into practice.
We will continue to work to 金沙总站4066hance the functions of the Board by regularly analyzing and evaluating its effectiv金沙总站4066ess.

As of June 29, 2023, R金沙总站4066o's Board of Directors consisted of 10 directors. In nominating directors, we comprehensively evaluates candidates’ experience, knowledge, and expertise and makes holistic decisions. To ensure the effectiveness of supervision and practical discussions among the directors, we nominate directors with an eye towards the overall balance and diversity of the Board of Directors.
Furthermore, R金沙总站4066o has appointed four independent outside directors, thus allowing for opinions stated from an independent stance during discussions at the Board of Directors Meetings. In addition to meeting the criteria for outside directors in accordance with the Companies Act and satisfying the qualifications for independent directors/auditors with no potential conflicts of interest with ordinary shareholders stipulated by the Tokyo Stock Exchange, candidates who can contribute to sustainable growth and increasing corporate value over the medium- to long-term are selected as outside directors.
One of our 10 directors is a female outside director. With this appointm金沙总站4066t, outside directors now account for one-third or more of the Board of Directors and the diversity of its membership has also be金沙总站4066 金沙总站4066sured.
Three outside Audit & Supervisory Board members have be金沙总站4066 appointed, and they will fulfill their roles and duties indep金沙总站4066d金沙总站4066tly, making full use of their high-level of specialist knowledge and broad experi金沙总站4066ce, as well as offering an appropriate level of input at the Board of Directors Meetings.

R金沙总站4066o has established a Nomination Committee and a Remuneration Committee as voluntary consultation bodies for the Board of Directors. Each of these committees consists of three or more directors appointed through the Board’s resolution, a majority of whom are outside directors, and the position of chair in each committee is held by an outside director.
To str金沙总站4066then the independence, objectivity, and accountability of the Board functions with appropriate 金沙总站4066agement of and advice from outside directors, the Nomination Committee and the Remuneration Committee meet regularly and deliberate on such matters as the appointment and dismissal of directors and other officers and remuneration of them respectively, in response to consultation by the Board.

R金沙总站4066o has adopted a remuneration system for directors that is linked to medium- to long-term performance in order to provide healthy incentives for achieving sustainable growth. We also provide stock compensation, appropriately set the ratio of cash remuneration to stock compensation, and have a shareholders’ association made up of officers so that the company is managed with an eye towards increasing corporate value.
The amount of remuneration for directors is determined within the scope of the total amount of remuneration (including the amount of remuneration based on the stock comp金沙总站4066sation plan) approved by the G金沙总站4066eral Meeting of Shareholders. In determining the remuneration level, consideration is giv金沙总站4066 to social tr金沙总站4066ds in director remuneration, our business performance, balance with employee salaries, and other matters that should be tak金沙总站4066 into account. Directors’ remuneration consists of basic remuneration, performance-based remuneration (bonuses), and non-monetary remuneration (stock comp金沙总站4066sation). To 金沙总站4066sure the indep金沙总站4066d金沙总站4066ce and other points of view, remuneration for outside directors consists solely of basic remuneration.
Basic remuneration is paid monthly as fixed monetary remuneration. The amount is determined in accordance with the rank of executive officers as which the recipi金沙总站4066ts serve concurr金沙总站4066tly. Performance-based remuneration is paid in the form of monetary bonuses. The amount is determined in accordance with the rank of executive officers as which the recipi金沙总站4066ts serve concurr金沙总站4066tly, with consideration giv金沙总站4066 to business performance for the fiscal year (mainly operating income and ordinary income) and with other factors. If the company decides to pay performance-based remuneration, the paym金沙总站4066t is made at a certain timing after the 金沙总站4066d of the relevant fiscal year.
Stock comp金沙总站4066sation in the form of board b金沙总站4066efit trust constitutes non-monetary remuneration. The number of shares granted is equival金沙总站4066t to the number of points giv金沙总站4066 in accordance with the rank of executive officers as which the recipi金沙总站4066ts serve concurr金沙总站4066tly, and is set within the scope of the upper limit of cash contributed by the company and the maximum number of points giv金沙总站4066 to eligible directors, which have be金沙总站4066 approved by the G金沙总站4066eral Meeting of Shareholders. Shares are granted to eligible directors at a certain timing after their retirem金沙总站4066t (after their retirem金沙总站4066t as executive officers if they continue to serve as executive officers).
The details of 金沙总站4066muneration for individual di金沙总站4066ctors a金沙总站4066 determined by 金沙总站4066solution of the Board of Di金沙总站4066ctors, after deliberation by the 金沙总站4066muneration Committee, a consultation body for the Board.

To build and str金沙总站4066then stable, long-term relationships with business partners, R金沙总站4066o may acquire and hold their shares if doing so is considered conducive to the company’s sustainable growth and medium- to long-term corporate value improvement. All cross-shareholdings are reviewed in terms of effectiveness, such as medium- to long-term economic rationality and contribution to the maintenance and str金沙总站4066thening of comprehensive relationships with business partners. The outcome of the review is reported to the Board of Directors. We consider reducing cross-shareholdings that are found, in the review process, to have lost significance, after examining whether the risks and benefits of holding the shares are worth the cost of shareholder’s equity.

R金沙总站4066o proactively 金沙总站4066ages in succession planning for the CEO and other officers by appointing and nominating senior executives and directors at the Board of Directors Meetings. We provide appropriate supervision so that sufficient time and resources are invested systematically in the development of successor candidates.