Corporate Governance Policies and Report

Kurita Water Industries Ltd. and its consolidated subsidiaries (hereinafter the "Kurita Group," and Kurita Water Industries Ltd. on a non-consolidated basis shall be hereinafter referred to as the "Company") aim to contribute broadly to society through corporate activities in the fields of water and environment in accordance with the Kurita corporate philosophy, "Study the properties of water, master them, and we will create an environment in which nature and humanity are in harmony." The Kurita Group will make efforts to promote sustainable growth and enhance its corporate value in the medium and long term, deferring to the rights and position of various stakeholders such as customers, business partners, employees, shareholders, and local communities while striving to meet their expectations. To this end, the Kurita Group will establish corporate governance, with the aim of realizing transparent, fair, prompt, and decisive decision-making measures and highly effective management supervision.

1. (1)Ensuring the rights and equality of shareholders
   The Kurita Group will work to develop an environment in which the shareholders are able to appropriately exercise their rights, such as voting rights at a general meeting of shareholders, and provide the information needed to exercise of their rights in a timely and accurate manner in order to secure the substantive equality of the rights of shareholders, including minority and foreign shareholders.
2. (2)Appropriate level of cooperation with stakeholders other than shareholders
   The Kurita Group will work to ensure an appropriate level of cooperation with stakeholders such as customers, business partners, employees, and local communities under the leadership of the Board of Directors. To achieve this aim, the Kurita Group will properly respond to issues related to sustainability (medium- to long-term sustainability, including ESG factors), and make actions based on compliance with laws, regulations, and social ethics as a prerequisite for all corporate activities.
3. (3)Ensuring appropriate information disclosure and transparency of information
   The Kurita Group will develop an environment in which the Audit Committee, the members of the Audit Committee, and the accounting auditor are able to conduct audits properly. It will also disclose information in accordance with the laws related to information disclosure, such as the Companies Act and the Financial Instruments and Exchange Act, and regulations established by the financial instruments exchange. The Kurita Group will actively and fairly disclose information that is deemed to be effective for facilitating understanding of the Kurita Group among shareholders and investors. This information will comprise financial information including financial conditions and results of operations, management strategies including risks, corporate governance, sustainability issues and other matters related to social and environmental issues, and policies for capital efficiency.
4. (4)Duties of the Board of Directors
   The Board of Directors will fulfill its fiduciary responsibility and accountability to shareholders. It will strengthen the orientation of corporate strategies, the supervision of overall management, which is made from an independent and objective standpoint, the internal controls and risk management measures that support appropriate risk-taking, etc. in order to enhance the corporate value and earnings power, as well as improve capital efficiency, etc.
5. (5)Dialogue with shareholders and investors
   Continuing to emphasize management that values shareholders, the Kurita Group will make efforts to engage in constructive dialogues with shareholders and investors, as well as provide them with information in a timely and appropriate manner.

1. (1)Policy for ensuring the rights of shareholders
   
   • 1)Policy for analyzing the outcomes of resolutions on proposals submitted by the Company
     The Company will analyze the outcomes of resolutions on proposals submitted by the Company after a general meeting of shareholders and will consider if it is necessary to hold dialogues with shareholders, regardless of the number of negative votes.
   • 2)Policy for ensuring the rights of minority shareholders
     The Company will set forth procedures for requesting the execution of rights in the Shares Handling Regulations, thereby enabling minority shareholders to appropriately execute their rights for suspending the illegal acts of the Company and the Company’s officers and file a representative suit. If a shareholder requests to execute his or her rights, the Company will build a fair and transparent relationship with the shareholder by taking appropriate actions.
2. (2)Capital policy
   The Kurita Group will work to keep the return on equity (ROE) at a level higher than the cost of capital ratio. Setting the target dividend payout ratio for the most recent five-year period between 30% and 50%, the Kurita Group will also strive to continue increasing dividends in a well-planned manner for the long term, based on the maintenance of a stable financial position as a prerequisite.
3. (3)Policies regarding shares owned for policy purposes and the exercise of voting rights
   • 1)Policy regarding shares owned for policy purposes
     In some cases, the Company holds listed shares as shares owned for policy purposes to strengthen business relationships, etc. When holding such shares, the Company makes efforts to minimize the risk of holding shares owned for policy purposes by examining economic rationality in the medium and long term and relationships with companies whose shares the Company holds. The propriety of holding each individual stock owned for policy purposes is reviewed on a regular or timely basis at the Board of Directors by closely examining the expected return against the cost of capital and the status of business transactions with the company whose shares the Company holds. Based on the results of the examination, the Company strives to reduce the holding of shares owned for policy purposes.
   • 2)Policy for exercising the voting rights of shares owned for policy purposes
     When exercising the voting rights of shares owned for policy purposes, the Company will do so by judging the pros and cons of each proposal, taking into comprehensive consideration whether it will contribute to medium- and long-term enhancement of the corporate value of the Company and a company in which the Company holds shares.
   • 3)Policy for responding to the intention to sell, etc. of the Company’s shares indicated by a shareholder owning shares for policy purposes¹
     If a shareholder owning shares for policy purposes indicates its intention to sell, etc. the Company’s shares, the Company will not prevent the shareholder from making such sale, etc.
   • ¹The term "shareholder owning shares for policy purposes" means a shareholder who owns the Company’s shares for policy purposes.
   • 4)Policy for transactions with shareholders owning shares for policy purposes
     The Company will not conduct transactions with any shareholder owning shares for policy purposes if such transactions are detrimental to the Company itself and common interests of its shareholders.
4. (4)Policies for responding to a large-scale purchase of the Company’s shares
   • 1)Policy for responding to a large-scale purchase of the Company’s shares
     The Company will work to enhance its corporate value by expanding the business of the Kurita Group and pursuing other measures, without implementing takeover defense measures². If an attempt is made to conduct a large-scale purchase of the Company’s shares, and the Board of Directors deems this large-scale purchase to be an abuse that harms the corporate value of the Company or the common interests of its shareholders, the Company will respond to this attempt in accordance with separately specified procedures.
   • ² "Takeover defense" means the introduction of measures that make it difficult to successfully acquire a listed company (which in this case means an act to acquire the number of shares needed to exercise influence over the listed company). These measures include the issuing new shares or share options, etc. for non-business purposes, such as financing, and are introduced before a person the manager of the listed company considers to be unfavorable commences the acquisition. The word "introduction" here means deciding on the specific details of takeover defense, such as resolving to issue new shares or share options as a means for preventing the takeover.
   • 2)Policy for responding to a large-scale purchase by means other than a takeover bid
     When an attempt is made to conduct a large-scale purchase of the Company’s shares or when there are signs that such an attempt will be made, the Board of Directors will examine whether this attempt is an abuse that harms the corporate value of the Company or the common interests of its shareholders. If the Board of Directors deems this large-scale purchase to be an abuse that harms the corporate value of the Company or the common interests of its shareholders, the Board of Directors will decide the takeover defense measures. If a decision is made to implement takeover defense measures, the Company will immediately disclose this information.
   • 3)Policy for responding to large-scale purchase by takeover bid
     If the Company’s shares become the target of a takeover bid, the Board of Directors will immediately determine its opinion about the takeover bid and make an announcement. The Company will not interfere unduly with the right of its shareholders to relinquish the shares they hold by accepting the takeover bid.
5. (5)Practice of ethical behavior
   • 1)Establishment of the Code of Conduct
     The Kurita Group will conduct business in deference to the rights of its stakeholders such as customers, business partners, employees, shareholders, and local communities, placing compliance with laws and regulations and actions that are based on social ethics as a prerequisite for all corporate activities. The Board of Directors will set forth the Code of Conduct and the Code of Ethics to ensure the effectiveness of this management.
   • 2)Reviewing the practice of the Code of Conduct
     The Board of Directors will conduct a review once a year to determine whether the Code of Conduct is widely established among employees and whether they put it into practice.
6. (6)Policy for sustainability issues and other matters related to social and environmental issues

   Recognizing that addressing sustainability issues and other matters related to social and environmental issues contributes to the realization of the corporate philosophy and the improvement of corporate value of the Kurita Group over the medium to long term, the Kurita Group will enhance the framework for promoting sustainability initiatives by appropriately incorporating them into management strategies. Moreover, through information disclosure in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) and other international criteria for information disclosure, the Kurita Group will work to hold dialogues with stakeholders.

7. (7)Approach to human resources diversity and policy for responding to human resources diversity

   Based on the concept that human resources diversity is the foundation for generating innovation as well as a source for pioneering new value for water linked to sustained growth, the Kurita Group, in its efforts to secure diversity, established as its human resources policy a basic approach to human resources. This approach ensures that those with diverse experience, skills and qualities can be active, leveraging their expertise. At the same time, the Kurita Group will determine the direction for human resources utilization and organizational support in its human resources policy in order to nurture talent and improve the internal environment, and will disclose the progress of the relevant initiatives. Moreover, the Kurita Group will endeavor to ensure diversity in the appointment, etc. of core human resources, clarify its approach and voluntary and measurable targets, while disclosing the status of relevant initiatives.

8. (8)Policy for internal whistle-blowing

   The Kurita Group will develop an appropriate framework to provide employees and interested parties with points of contact for consultation regarding compliance issues and for internal whistle-blowing, eliminating concerns for unfair treatment. Such points of contact include those established at third parties and are independent from the senior management team. Moreover, the Board of Directors will confirm the status of operation of the points of contact once every year.

9. (9)Policies for nominating the accounting auditor
   • 1)Policy for a nominating the accounting auditor
     The Audit Committee will nominate a candidate for the accounting auditor by establishing the criteria for nominating, dismissing, and refusing to reappoint the accounting auditor of the Company. These criteria are meant to ensure the independence and expertise of the accounting auditor so that it may conduct audits properly, and thereby enable the Kurita Group to earn the confidence of its shareholders and society and fulfill its social responsibility as a company.
   • 2)Standards for selecting a candidate for the accounting auditor and evaluating the accounting auditor
     When selecting a candidate for the accounting auditor, the Audit Committee will make a judgment on the nomination, dismissal, and refusal to reappoint the accounting auditor of the Company by obtaining the necessary information, receiving a report from the Directors and related divisions inside the Company, and making a comprehensive assessment of the following items based on the evaluation standards set forth in the Audit Standards of the Audit Committee:
     a) Independence, b) Quality control, c) Auditing capabilities, d) Audit plan, e) Implementation system, and f) Audit costs
10. (10)Policies for ensuring that audits are properly performed by the accounting auditor
    • 1)Securing the appropriate amount of time for the accounting auditor to conduct an audit
      The Kurita Group will secure the appropriate amount of time for the accounting auditor to conduct an audit in order to ensure that a high-quality audit is performed.
    • 2)Ensuring the appropriate level of cooperation with the accounting auditor
      The Company will sufficiently promote cooperation with the accounting auditor by arranging opportunities for the accounting auditor to conduct interviews with the President and Executive Officer, the Executive Officers, the Corporate Officers, the External Directors, and other personnel who need to be interviewed. The members of the Audit Committee, the Internal Auditing Department, and the accounting auditor will promote a greater level of cooperation by mutually checking each other’s audit plans and sharing their concerns.
    • 3)Appropriate response to the findings of the accounting auditor
      If the accounting auditor discovers acts of misconduct and asks for the appropriate response to be made, or if the accounting auditor points out defects in the internal control, the Executive General Manager of the Corporate Control and Administration Division will establish an investigation system, such as setting up an investigation committee, investigate the facts and the cause, and immediately publish information that should be disclosed as necessary. The Audit Committee will ask for an investigation committee to be set up when needed, work to uncover the facts by receiving an explanation from the investigation committee, and audit the progress in addressing the situation. Where an investigation committee is not set up, the Audit Committee will audit the progress in addressing the situation by receiving an explanation from the Executive General Manager of the Corporate Control and Administration Division.
11. (11)Roles and duties of the Board of Directors
    The Company has adopted a Company with a Nominating Committee, etc. as its institutional design and thus separated the supervisory function over management from the execution function, aiming to strengthen both functions.
    • 1)Roles and duties of the Board of Directors
      (ⅰ) The Board of Directors shall be responsible for promoting sustainable growth and enhancing the corporate value in the medium and long term by realizing efficient and effective corporate governance, while respecting the rights and opinions of stakeholders such as customers, business partners, employees, shareholders, and local communities and striving to meet their expectations. In line with the corporate philosophy, "Study the properties of water, master them, and we will create an environment in which nature and humanity are in harmony," the Board of Directors will also offer strategic direction that will contribute to the sustainable growth of the Kurita Group.
      (ⅱ) The Board of Directors will substantially delegate decision-making on operational execution to the Executive Officers and provide support for the Executive Officers in decisive decision-making, including support for appropriate risk-taking. The Board of Directors will also supervise management objectively through the nomination of the Executive Officers.
    • 2)The scope of judgments and decisions made by the Board of Directors and the scope of responsibility delegated to senior management³
      The Board of Directors will make decisions on matters to be resolved by the Board of Directors stipulated in laws, regulations, or the articles of incorporation and matters which will have a significant impact on the management of the Kurita Group, including policies for formulating the corporate vision, medium-term management plans, and annual business plans set forth in the Board of Directors Regulations. The Board of Directors will determine operations to delegate to the Executive Officers and entrust the Executive Officers to make decisions on operational execution, excluding matters to be resolved by the Board of Directors. In regards to decisions on operational execution to be made by the Executive Officers, the Executive Committee consisting of senior management or senior management, etc. with the decision-making authority set forth in the Internal Decision Approval and Review Rules will quickly make such decisions, striving to achieve the objectives of the business plans.
    • ³ The term "senior management" means the President and Executive Officer and the Executive Officers and Corporate Officers who are appointed by the President and Executive Officer.
    • 3)Transactions between related parties⁴
      When conducting an important transaction⁵ with a related party, the Company will review and decide on the transaction in advance at the Board of Directors to ensure that the transaction does not harm the interest of the Kurita Group and the common interests of its shareholders. The details of the submission standards, etc. shall be set forth in the Board of Directors Regulations, and the standards shall be disclosed.

      ⁴ The term "Transactions between related parties" means transactions between the Company and following persons.
      (1) An officer of the Company and its close relative, (2) a shareholder who holds 10% or more of the voting rights of the Company and its close relative, (3) an important officer of a subsidiary and its close relative, (4) a subsidiary of the Company (excluding wholly owned subsidiaries) and its affiliate, and (5) a company in which a party mentioned in (1) through (4) above holds the majority of the voting rights for its own account and its subsidiary.

      ⁵ The term "important transaction" means the transactions listed below.
      (1) Transaction exceeding 10% of the net sales or the sum of the cost of sales and selling, general and administrative expenses on a consolidated statement of income, (2) transaction related to profit or loss exceeding 10% of other income, other expense, finance income, or finance costs on a consolidated statement of income, (3) transaction exceeding 1% of the total assets on consolidated balance sheet, (4) transaction in which the balance, the total amount of transactions generated, or the average balance for the period of the loan of funds or the purchase or sale of tangible fixed assets or securities, etc. exceeds 1% of total assets on a consolidated balance sheet, (5) in the case of the transfer or acquisition of business, the total amount of assets or liability subject to the transfer or acquisition, whichever amount is greater, exceeds 1% of the total assets on a consolidated balance sheet, (6) in the event the related party is an individual, the transaction of an item on a consolidated statement of income or a consolidated balance sheet that exceeds 10 million yen, and (7) other transactions which are judged to need to be submitted to the Board of Directors for discussion, in light of their characteristics.

    • 4)Policies and procedures for nominating and appointing/dismissing the President and Executive Officer and other Executive Officers
      In appointing the President and Executive Officer and other Executive Officers, the Board of Directors will review the management structure at least once a year so that the administrative structure will create shared value with stakeholders and contribute to the sustainable growth of the Kurita Group. The Board of Directors will nominate candidates for the President and Executive Officer and other Executive Officers based on requirements determined by the Board of Directors. Decisions on the selection and dismissal of the President and Executive Officer and the appointment and removal of Executive Officers are made by the Board of Directors based on reports from the Nominating Committee. Whether to reappoint the President and Executive Officer or not will be considered by the Nominating Committee based on its regular review of the status of operational execution, and the Nominating Committee submits a report to the Board of Directors.
12. (12)Makeup and size of the Board of Directors
    • 1)Human resources structure
      To fulfill the highly effective supervisory function over operational execution, the Board of Directors will consist of persons with the necessary knowledge, experience and competence, taking into consideration gender and diversity. With regard to this knowledge, experience and competence, the Company will identify skills regarding corporate management, corporate planning and other aspects of corporate governance management, skills required to realize the direction sought by the Kurita Group of creating social value by leveraging diversity and Water Knowledge, and necessary skills, etc. for realizing the corporate philosophy. The Board of Directors as a whole will be organized in a way that complements the above.
    • 2)Number of Directors
      There shall be three or more Directors in total. No less than one-third of these Directors shall be External Directors to ensure the independence and objectivity of the Board of Directors.
13. (13)Nominating Committee
    • 1)Roles and Duties of the Nominating Committee
      The Nominating Committee will make decisions on contents of proposals concerning appointment and removal of Directors to be submitted to a general meeting of shareholders for resolution, decisions on candidates for the successor to the President and Executive Officer and succession planning measures, and decisions on candidates for the successors to the Executive Officers and succession planning measures. The Nominating Committee will also deliberate and report on candidates for the President and Executive Officer and ones for Executive Officers.
      The Nominating Committee will also report the status of execution of duties to the Board of Directors without delays. Matters related to the operation of the Nominating Committee will be stipulated in the Nominating Committee Regulations and resolved by the Board of Directors.
    • 2)Makeup of the Nominating Committee
      There shall be three or more members of the Nominating Committee, and the majority of the members shall be External Directors. Members of the Nominating Committee shall be selected from among Directors by resolution of the Board of Directors, and in principle, the Chairperson of the Nominating Committee shall be selected from among members of the Nominating Committee who are External Directors.
    • 3)Policies and procedures for nominating Directors
      In the selection of candidates for Directors including External Directors, considerations will be given to diversity, and candidates for Directors will be nominated based on "(12) Makeup and size of the Board of Directors" and requirements specified by the Nominating Committee, so that the Board of Directors will reflect the perspective of shareholders and other stakeholders and focus its efforts on supervision of management to help enhance the corporate value. The Nominating Committee will decide on candidates for Directors to be recommended at a general meeting of shareholders by clarifying reasons for the recommendation.
    • 4)Selection of candidates for the successor to the President and Executive Officer and succession planning policies
      The Nominating Committee will deliberate on requirements for the President and Executive Officer in light of the aims of the Company and specific management strategies and then report the results to the Board of Directors. The Nominating Committee will select multiple candidates for the successor to the President and Executive Officer and develop succession planning measures based on requirements set forth by the Board of Directors. The Board of Directors will regularly confirm the selection of candidates for the successor to the President and Executive Officer, development of the succession planning measures, and its progress based on reports from the Nominating Committee.
    • 5)Restriction on concurrent service of Directors
      Independent External Directors shall not concurrently serve as a Director or a corporate auditor at more than three listed companies including the Company. The Company will disclose the concurrent service status of Directors every year.
14. (14)Audit Committee
    • 1)Roles and duties of the Audit Committee
      The Audit Committee will audit the execution of duties by Directors and the Executive Officers, create audit reports, and make decisions on contents of proposals related to the appointment and removal, etc. of the accounting auditor to be submitted to a general meeting of shareholders. The Audit Committee will also report the status of execution of duties to the Board of Directors without delay. Matters related to the operation of the Audit Committee will be set forth in the Audit Committee Regulations and resolved by the Board of Directors.
    • 2)Makeup of the Audit Committee
      There shall be three or more members of the Audit Committee, and the majority of the members shall be External Directors. Members of the Audit Committee shall be selected from among Directors by resolution of the Board of Directors, and in principle, the Chairperson of the Audit Committee shall be selected from among members of the Audit Committee who are External Directors.
15. (15)Compensation Committee
    • 1)Roles and duties of the Compensation Committee
      The Compensation Committee will make decisions on the details of individual remuneration of Directors and the Executive Officers, decisions on policies related to decisions on the details of individual remuneration, etc. of Directors and the Executive Officers, and decisions on the assessment of performance of individual Executive Officers. The Compensation Committee will also report the status of execution of duties to the Board of Directors without delay. Matters related to the operation of the Compensation Committee will be set forth in the Compensation Committee Regulations and resolved by the Board of Directors.
    • 2) Makeup of the Compensation Committee
      There shall be three or more members of the Compensation Committee, and the majority of the members shall be External Directors. Members of the Compensation Committee shall be selected from among Directors by resolution of the Board of Directors and, in principle, the Chairperson of the Compensation Committee shall be selected from among members of the Compensation Committee who are External Directors.
    • 3)Policies for deciding remuneration of the Directors and the Executive Officers
      Remuneration of the Company’s officers will be determined based on the following policies.
      • (ⅰ)Remuneration shall enable the Company to recruit and retain excellent human resources with diverse capabilities, experience, etc. that contribute to achieving its corporate philosophy.
      • (ⅱ)Importance shall be attached to the link between remuneration and business performance and medium- and long-term corporate value, so that remuneration will function as a sound incentive for achieving sustainable growth.
      • (ⅲ)Decisions on remuneration shall always be objective, and the process of making the decisions shall be highly transparent.
    • Because the Directors focus on supervision, the remuneration system for Directors is a fixed remuneration plan only. In addition, a portion of the fixed remuneration of Directors (excluding External Directors and Directors who are members of the Audit Committee) is non-performance-linked stock compensation so that Directors will share the risks of share price fluctuations with shareholders. A portion of fixed remuneration of External Directors and Directors who are members of the Audit Committee is appropriated for the Directors’ Shareholding Scheme for the purchase of the Company’s shares.
      The remuneration system for the Executive Officers consists of fixed remuneration and incentive remuneration that reflects performance. Incentive remuneration consists of short-term incentive remuneration, which increases or decreases depending on the level of attainment of the annual business plan, the evaluation of each individual’s performance of his or her duties, and the level of achievement of certain indexes and targets linked to the Kurita Group’s materiality, and long-term incentive remuneration as performance-linked stock compensation that increases or decreases depending on changes in the capital efficiency index and share-price-linked index during the term of office.
    • 4)Procedures for deciding the remuneration of the Directors and the Executive Officers
      The Compensation Committee will make decisions on the remuneration systems and levels of Directors and Executive Officers and the assessment of the performance of Executive Officers. Based on the remuneration systems, levels, and performance assessment which have been determined, the Compensation Committee will determine the contents of remuneration of individual Directors and Executive Officers.
16. (16)Roles and duties of independent External Directors and policy for the effective use of independent External Directors
    • 1)Roles and duties of independent External Directors
      (ⅰ) Independent External Directors shall evaluate the results of the business activities of the Kurita Group and the execution of duties by the Directors and the Executive Officers, taking into consideration the corporate philosophy, the corporate vision, the medium-term management plan, and the management plan for a fiscal year. They shall express their opinions at the Board of Directors from the standpoint of promoting the sustainable growth of the Kurita Group and enhancing its corporate value in the medium and long term.
      (ⅱ) Independent External Directors shall express their opinions at the Board of Directors from an independent position and the standpoint of supervising management in regards to important decisions made at the Board of Directors.
    • 2)Policies for the effective use of independent External Directors
      (ⅰ) The Directors and the Executive Officers shall mutually exchange information with independent External Directors and promote the shared understanding of the execution of operations, using opportunities such as the Board of Directors and other individual meetings. The exchange of information and shared understanding will enable independent External Directors to fulfill their roles and responsibilities.
      (ⅱ) If necessary, independent External Directors may instruct certain employees to assist the Directors with their duties.
17. (17)Criteria for judging the independence of independent External Directors
    The criteria for judging the independence of independent External Directors in selecting candidates shall be that the candidates for independent External Directors and their close relatives⁶ must not fall under any of the following items.
    1. A person who currently executes the operations of the Company or its subsidiary or has executed such operations in the past 10 years.
    2. A person whose major business partner is currently the Company⁷ or was the Company at some time during the past year, or an individual who executes the operations of this party
    3. A current major business partner of the Company⁸ or a major business partner at some time during the past year, or a person who executes the operations of the major business partner
    4. A consultant, an accountant, or a legal professional who currently receives or has received at some point during the past year a lot of money or property⁹ other than remuneration for officers from the Company
    5. A current major shareholder of the Company¹⁰ or a person who executes the operations of a major shareholder
    6. A person who executes the operations of an organization in which an external officer also currently assumes office (the person only)
    7. A person who executes the operations of an organization to which the Company currently makes a donation (the person only)

    ⁶ In these policies, the term "close relatives" means relatives within the second degree of kinship.

    ⁷ The term "person whose major business partner is the Company" means a person whose sales in transactions with the Company make up 2% or more of that person’s consolidated net sales.

    ⁸ The term "major business partner of the Company" means a business partner with whom the Company’s sales in transactions make up 2% or more of the consolidated net sales of the Company, or a business partner from which borrowings make up 1% or more of the consolidated total assets of the Company.

    ⁹ The term "a lot of money or property" means money and other property that are equivalent to 10 million yen or more per year, other than remuneration for officers.

    ¹⁰ The term "major shareholder of the Company" means a shareholder who has voting rights that account for 10% or more of the voting rights of the Company.

18. (18)Policies for evaluating the Board of Directors
    
    • 1)Purpose and frequency of evaluation
      The Board of Directors will analyze and evaluate its effectiveness every year in order to fulfill its expected roles and functions more effectively.
    • 2)Evaluation items
      The effectiveness of the Board of Directors shall be analyzed and evaluated from various aspects by setting appropriate evaluation items. These items will make it possible to understand the makeup of the Board of Directors and identify the degree of contribution individual Directors make to the Board of Directors, etc.
    • 3)Disclosure of evaluation results
      The overview of the evaluation results and the future issues and measures of the Board of Directors shall be disclosed every year by means of the integrated report, etc.
19. (19)Training policies for the Directors
    
    • 1)Orientation for newly-appointed Directors
      Newly-appointed Directors shall participate in the prescribed orientation immediately after they take office so that they can perform their expected roles and duties.
    • 2)Self-improvement of the Directors
      The Directors shall acquire the knowledge they require on their own and continuously devote themselves to learning so that they can perform their expected roles as executives who play a role in the important governing bodies of a company. The Company will provide the Directors with information about external seminars and other opportunities for self-improvement, and cover their expenses within the range specified in a separate document.
    • 3) Checking the implementation status of training
      The Board of Directors will check the implementation status of training for the Directors every year.
20. (20)Policies for dialogue with shareholders and investors and the appropriate disclosure of information
    
    • 1)Basic stance
      Continuing to emphasize management that values shareholders, the Kurita Group will actively listen to feedback of shareholders and investors, and continuously work to develop a framework to promote constructive dialogue with shareholders and investors in order to contribute to the sustainable growth of the Company and enhance its corporate value in the medium and long term.
    • 2)Framework for promoting dialogue
      (ⅰ) The responsible official in charge of conducting constructive dialogue with shareholders and investors shall be the Executive General Manager of the Corporate Control and Administration Division. The Executive General Manager of the Corporate Control and Administration Division shall, upon receiving a request for dialogue from shareholders and investors, individually engage in dialogue, and work to set up a useful place for shareholders and investors by securing opportunities for them to engage in a dialogue with the President and Executive Officer and the Directors including External Directors.
      (ⅱ) As an organization that supports dialogue with shareholders and investors, the Company will set up full-time IR and SR sections in the Corporate Control and Administration Division, and appoint full-time IR and SR staff. To identify and gather important in-house information and manage and disclose it appropriately, the Executive General Manager of the Corporate Control and Administration Division will also set up an disclosure council consisting of the persons in Corporate Control and Administration Division in charge of Corporate Planning, General Affairs and Risk Management, Corporate Accounting, and Corporate Finance, and Sustainability Division in charge of ESG Integration, Governance Promotion, and Corporate Communication to share information regularly or as needed. The Executive General Manager of the Corporate Control and Administration Division will manage this group and provide the information necessary for dialogue.
    • 3)Efforts to enhance IR and SR activities
      The Executive General Manager of the Corporate Control and Administration Division shall be in charge of IR and SR activities. The full-time IR and SR staff will work to ensure a constructive dialogue with shareholders and investors by planning and conducting various explanatory meetings and transmitting more information via website.
    • 4)Conveying the feedback of shareholders and investors to management
      The Executive General Manager of the Corporate Control and Administration Division shall convey the feedback and concerns of shareholders identified through dialogue with them to the Board of Directors on a regular basis or as needed. The full-time IR and SR staff shall prepare the minutes soon after the dialogue is conducted, and provide an environment where the Directors, the Executive Officers, and the Corporate Officers are able to read the minutes whenever they wish to do so.
      The Executive General Manager of the Corporate Control and Administration Division shall report on the results of and plans for IR and SR activities at the Board of Directors twice a year.
    • 5)Management of insider information
      The Company has established the "Regulations Concerning Regulations on Insider Trading of Shares, etc." as specified by law to prevent insider trading from occurring, and will work to observe the Regulations in dialogue with shareholders and investors. The Company has also set up a silent period that lasts from the day after the fiscal year end to the announcement of business results. In general, the purpose of the silent period is to prevent the leakage of information about business results and ensure fair information disclosure. The Company will refrain from answering questions and commenting on business results during the silent period. However, in the event that performance is expected to significantly deviate from forecasts during the quiet period, the Company will implement appropriate information disclosure in accordance with the standards for information disclosure.
    • 6)Understanding the shareholder structure
      To promote dialogue with substantial shareholders, the Company will make efforts to understand the shareholder structure by conducting a survey at least twice a year in Japan and other countries to identify substantial shareholders.
21. (21)Policy for business portfolio management

    In accordance with the policy for business portfolio management approved at its meetings, the Board of Directors evaluates each business segment at least once a year from the perspectives of growth potential, return on capital, etc. and supervises the allocation of managerial resources and implementation of strategies based on the business portfolio. Moreover, the Board will work to better illustrate the status of review of the business portfolio, etc. when publicly disclosing managerial strategies, etc.

These policies will be reviewed regularly (at least once a year) or when the need to review them arises. The revision of these policies shall be decided by a resolution of the Board of Directors.