Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Corporate Governance Report

Last Update: August 9, 2024

TOHO HOLDINGS CO., LTD.

Representative Director, CEO and CFO: Hiromi Edahiro

Contact: Corporate Strategy Division 03-6838-2803

Securities Code: 8129 https://www.tohohd.co.jp/en/

The corporate governance of TOHO HOLDINGS CO., LTD. (the "Company") is described below.

  1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and

Other Basic Information

1. Basic Views

The Company and the Group are committed to enhancing the corporate governance as one of the most important managerial tasks, because we recognize that it is important to enhance the auditing and supervisory functions concerning corporate management, achieve full compliance, and improve the transparency of management so that we can sincerely fulfill our responsibilities towards various stakeholders, including customers, business partners, shareholders, employees, and government entities, and enhance our corporate value as sustainable companies.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]

The Company implements all of the principles in the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code]

[Principle 1-3 Basic Capital Policy]

The Company intends to enhance shareholder value by increasing corporate value over the medium to long term with sustained growth. To this end, we will continue to invest for growth while striving to improve capital efficiency and enhance shareholder returns.

Please also refer to the Medium-term Management Plan for specific indicators and measures. https://ir.tohohd.co.jp/en/index/main/04/teaserItems1/02/linkList/02/link/Medium-term%20plan23-25.pdf_E.pdf

[Principle 1-4Cross-shareholdings]

Comprehensively taking into account a management strategy, building, maintenance and strengthening of relations with business connections and other matters, the Company holds shares that it finds to contribute to enhancement of the Group's corporate value from a medium- to long-term point of view. The Company regularly reviews the appropriateness of holding those shares in such a way as minutely examining whether an advantage, etc., to holding the shares of each of the companies meets the Company's policy and selling the shares of any of the companies if it does not find holding of them appropriate.

- 1 -

With regard to cross-shareholdings, we are continuously reducing them after sufficient dialogue with the companies in our business partners. The Company exercises its voting rights after comprehensively judging various viewpoints including impacts on the Company, while taking into account whether exercising such voting rights will lead to the enhancement of the corporate value of the invested companies over the medium to long term and conducting dialogues with counterparties in cases where it is deemed that there is sluggish business performance or serious compliance violation, etc.

With regard to the cross-shareholdings during the fiscal year ended March 2024, please see the following: https://ir.tohohd.co.jp/en/stock/meeting/main/01/teaserItems1/07/linkList/0/link/20240627- 1E.pdf#page=22

[Principle 1-7 Related Party Transactions]

Based on the Board of Directors rules, the Company obtains approval from the Board of Directors concerning competing transactions by a director and transactions involving any conflict of interest between the Company and a director. The Board of Directors conducts appropriate supervision in accordance with relevant laws and regulations.

[Supplementary Principle 2-4(1) Ensuring diversity at the time of appointing core human resources] Based on the belief that employees are the Company's assets, or human capital, the Group is committed to maximizing the value of its human capital by developing the human resources needed by the Group, improving its personnel system, and promoting work-style reforms, while carefully passing on its history of growth through human capital and its corporate culture that respects the free-thinking of employees. The Group has placed no restrictions on the promotion of women, foreign nationals, and mid-career hires to management positions and has been striving to ensure diversity.

Currently, the ratio of female employees is 41.7% and that of female managers is 16.0% at the Company. As of the end of June 2024, two female directors and two female corporate officers were appointed. Further, at TOHO PHARMACEUTICAL CO., LTD., a subsidiary engaging in the wholesale business, three female corporate officers are appointed, and the ratio of female employees is 24.0%. In addition, at PharmaCluster CO. LTD., which engages in dispensing pharmacy business, there is one female director. The ratio of female employees at the subsidiaries of the dispensing pharmacy business overall is 78.8%. The Group will, through initiatives such as promotion of the advancement of women, continue to endeavor to maintain an environment where women can work comfortably and fully demonstrate their abilities, and expand opportunities for women, while promoting acceptance of diverse human resources in order to actively assign persons with disabilities, foreign nationals, mid-career hires, and human resources with specialized knowledge.

Voluntary and measurable goals, and status

Percentage of female managers in the Company: 30% (as early as possible in the 2020s)

*Percentage of female managers at the Company as of the end of March 2024: 16.0%

The Group has not set the measurable goal on appointing foreign national personnel as most of its business fields are limited in Japan. However, with evaluation and allocation of personnel corresponding to their ability and aptitude regardless of nationality and gender, the employees of foreign nationality have been appointed as

managers.

In addition, the Group has not set the measurable goal on mid-career hires owing to its policy to hire personnel with diverse backgrounds as necessary taking into account the business environment.

Human resources development policy, in-house environment improvement policy to ensure diversity, and status

(i) Human resources development policy

With the corporate slogan "Total Commitment to Good Health" as a compass, the Group will develop the human resources necessary for the Group by (1) strengthening career development and training, (2) improving the personnel system, and (3) promoting work-style reforms.

The human resources that the Group considers necessary are as follows: A person who has a high sense of ethics and always takes basic actions

- 2 -

A person who thinks and learns by himself/herself and is not afraid of failure but is willing to take on challenges through free-thinking

A person who can make high-quality proposals and communicate well with others

  • A person who can collaborate with business partners (customers, municipalities, etc.) and other departments in the Company
    A person who can play an active role globally
    By utilizing a wide range of human resources regardless of gender, nationality, age, etc. and respecting individualities, capabilities and teamwork of employees, we nurture a free and vigorous corporate culture.
  1. In-houseenvironment improvement policy
  1. Human resources development and training

Enhancing training programs by level and job type

Providing opportunities to take on challenges, such as participating in projects or being seconded outside the Company

Support for reskilling and personal qualification Development of professionals

  1. Improving the personnel systemDiversity and inclusion
    Use of senior employees and mid-career hiring of outstanding human resources Strengthening career development
    Staffing with the right people in the right places
  2. Promoting work-style reforms

Going paperless by promoting DX

Outsourcing routine business operations

Enhancement of work arrangements to accommodate employees' life events Further improvement of the workplace environment

  1. Major initiatives in the current fiscal year Human resources development and training
    Monthly compliance training for all employees: 100% attendance
    Biannual training on the Antimonopoly Act for sales reps: 100% attendance
    Training for branch managers (excluding those newly appointed): 90 participants
    Training for new managers: 35 participants
    Training for new employees: 76 participants
    Follow-up training for new marketing specialists: 63 participants
    MTP training (voluntary participatory training to train employees who can make various suggestions mainly on customer support systems): 40 participants
    Senior MTP training (skill-up training for MTP graduates): 29 participants
    Reskilling training for marketing specialists: 1,080 participants
    Collaborative research with the National Institute of Advanced Industrial Science and Technology (AIST): 24 participants (8 seconded and 16 in-house researchers)

Improving the personnel system

Proactive promotion of female employees to management positions: Number of new managers at TOHO HOLDINGS CO., LTD., (4 men and 2 women)

Expansion of mid-career employment

Promotion of contract employees to full-time employees

Promoting work-style reforms Increasing starting salary

- 3 -

Master's degree graduates: 205,500 yen 219,000 yen

University graduates, professional-school graduates (with advanced diploma): 197,500 yen 205,000 yen

Junior college graduates, professional-school graduates (with diploma): 177,500 yen 191,000 yen Change of holidays (With the introduction of a full five-day work week and an increase in the number of summer vacation days, the number of vacation days per year increased by five days.)

Introduction of casual business wear throughout the year

Promotion of health management: TOHO HOLDINGS CO., LTD., TOHO PHARMACEUTICAL CO., LTD., SAYWELL inc., Kyushu Toho Co., Ltd., J. MIRAIMEDICAL, and Nextit Research Institute, Inc. have been certified as an Excellent Health Management Corporation 2024 (an increase of two companies from the previous FY).

[Principle 2-6 Roles of Corporate Pension Funds as Asset Owners]

The Company's pension fund is entrusted to, and managed and exercised by the Tokyo Pharmaceutical Industry Corporate Pension Fund established in the industry. Policies and plans, etc. related to the management of pension assets are decided after submission of proposals to and deliberations by several conference bodies such as the governing board and the delegation board, which are the executive bodies, and the appropriateness of asset management is secured.

Board member of the Company who has knowledge related to asset management assumes office as a member of the governing board of the said fund, which guarantees that the monitoring of the asset management will be implemented, and personnel with appropriate qualifications are allocated to the secretariat of the fund.

[Principle 3-1 Enhancing Information Disclosure]

(i) Management Philosophy, Management Strategy, etc.

The Management Philosophy and Management Strategy are disclosed on the Company's website and in its Integrated Report, and specific business strategies and management plans are disclosed in its Financial Results Briefing Documents and the Medium-termManagement Plan.

To achieve sustainable growth and increase the medium- to long-term value of the Group through the realization of this Mission Statement, we have formulated the Medium-term Management Plan as a management strategy and management plan for the Group.

Please refer to the Company's website for details.

The Management Philosophy "Mission Statement" is posted on the Company's website. https://www.tohohd.co.jp/en/company/philosophy

The Management Strategy is posted on the Company's website. https://ir.tohohd.co.jp/en/management/strategy.html

The Integrated Report is posted on the Company's website. https://ir.tohohd.co.jp/en/irfiling/integrated_report.html

The Financial Results Briefing Documents are posted on the Company's website.

https://ir.tohohd.co.jp/en/irfiling/presentation.html

The Medium-term Management Plan Document is posted on the Company's website. https://ir.tohohd.co.jp/en/index/main/04/teaserItems1/02/linkList/02/link/Medium- term%20plan23-25.pdf_E.pdf

(ii) Policy on Corporate Governance

The basic policy on corporate governance is disclosed on the Company's website, and in the report concerning corporate governance and the Integrated Report.

The Company's basic policy on corporate governance and the report concerning corporate governance are posted on the Company's website https://ir.tohohd.co.jp/en/management/corporategovernance.html

The Integrated Report is posted on the Company's website. https://ir.tohohd.co.jp/en/irfiling/integrated_report.html

  1. Policy and Procedure on Compensation for the Senior Management and Directors
    • 4 -

Compensation for the senior management and directors of the Company (excluding those who are Audit and Supervisory Committee Members) consists of monthly compensation made up of a basic salary and executive compensation based on performance, stock price and other factors, as well as restricted stock compensation and executive bonuses.

The compensation structure for Directors who are Audit and Supervisory Committee Members consists of monthly compensation made up of basic salary and executive compensation based on performance, stock price, and other factors, as well as executive bonuses.

(iv) Policy and Procedure on Appointment of the Senior Management and Director

The Company expects to take advantage of their extensive experiences to contribute to the sustainable growth and the enhancement of corporate value of the Company and appoints them at the Board of Directors after taking into consideration whether they have sufficient knowledge on the Company business and consulting with the Group's Management Committee.

The Nomination and Compensation Committee deliberates before a Board of Directors resolution.

  1. The Company discloses the reason for the appointment of director candidates and candidates for directors who are the Audit and Supervisory Committee members in the Notice of Convocation of General Meeting of Shareholders. Upon the nomination of director candidates and candidates for directors who are the Audit and Supervisory Committee members, explanations for each appointment and nomination are disclosed in the Notice of Convocation of General Meeting of Shareholders. The appointment and dismissal of directors is determined at the General Meeting of Shareholders in accordance with the Articles of Incorporation of the Company.
    The Notice of Convocation of General Meeting of Shareholders is posted on the Company's website. https://ir.tohohd.co.jp/en/stock/meeting.html

[Supplementary Principle 3-1(3) Enhancement of information disclosure regarding sustainability]

The Group is working to promote sustainability management under the sustainability policy of "Based on its Mission Statement of 'we shall live in harmony with society and our customers; together, we shall create new values through the provision of original services; and we shall contribute to the medical care and well-being of people around the world,' we, as a corporate group engaged in the medical, health and nursing care fields, strive to solve social issues through business operations and to contribute to the realization of a sustainable society."

In addition, the Company describes on the Company's website our sustainability initiatives based on the three materialities (important issues) of the environment (E), society (S), and governance (G), and disclose quantitative data and specific examples of such initiatives.

Detailed policies on sustainability can be found on the Company's website. https://www.tohohd.co.jp/en/csr

Furthermore, the Company has positioned efforts to address climate change as one of our key issues, and the Sustainability Promotion Committee is playing a central role in identifying climate change-related risks and opportunities, assessing their impact on the Company, and considering specific measures to deal with them. The Group expressed its support for the TCFD recommendations in June 2023, and discloses these recommendations in line with the disclosure framework proposed by the TCFD Task Force on Climate-related Financial Disclosures.

While we strive to enhance disclosure from now on, the current status is posted on the Company's website (Japanese only).

https://www.tohohd.co.jp/csr/activity/climatechanges

[Supplementary Principle 4-1(1) Scope of Delegation to Management]

The Company, according to the Board of Directors rules, specifies matters to be decided and those to be reported at the Board of Directors concerning legally required matters or important management matters. The Company also specifies matters to be decided and those to be reported by executive persons from Representative Director down, according to the authority rules and the decision-making rules.

[Principle 4-9 Independence Standards and Qualification for Independent Outside Directors]

- 5 -

The Company appoints independent outside directors according to the requirements for outside directors as prescribed in the regulation and to the Independence Standards stipulated by the financial instruments exchanges. The independent outside directors make comments at meetings of the Board of Directors from their respective professional positions, and active discussions, which contribute to the enhancement of the Company's corporate value over the medium to long term, are being held.

[Supplementary Principle 4-10(1) Establishment of Nomination and Compensation Committee]

The Company has established the Nomination and Compensation Committee as an advisory body to the Board of Directors, whose purpose is to contribute to transparency of management by having necessary discussions about nominations for candidates for directors, and a policy on compensation for directors and other matters. Committee is chaired by an outside director and the majority members of committee are outside directors.

[Supplementary Principle 4-11(1) The concept of diversity of Board of Directors]

The Company has appointed internal directors who are familiar with the Company's business and external directors who have diverse perspectives and experience in corporate management and the pharmaceutical industry, as well as expertise in finance, accounting and legal affairs in order to achieve efficient and prompt Group operations.

At the Board of Directors, these members hold discussions based on their individual knowledge, experiences, and abilities, make legal and managerial decisions, and supervise business execution. Skills and the skill matrix required for Directors in light of the Company's management strategy are posted on the Company's website.

https://www.tohohd.co.jp/en/company/directors

[Supplementary Principle 4-11(2) The information on the Company's directors with concurrent duties at other companies]

The information on the Company's directors with concurrent duties at other companies is included in the Business Report and Reference Documents attached to Notices of Convocation of General Meeting of Shareholders and in the Annual Securities Reports, and is disclosed every year.

Notices of Convocation of General Meeting of Shareholders are posted on the Company's website. https://ir.tohohd.co.jp/en/stock/meeting.html

Annual Securities Reports are posted on the Company's website (Japanese only). https://ir.tohohd.co.jp/ja/irfiling/securitiesreport.html

[Supplementary Principle 4-11(3) Evaluation of the Effectiveness of the Board of Directors]

To analyze and evaluate the effectiveness of the Board of Directors as a whole, we conducted a questionnaire survey of all directors (including the directors who are Audit and Supervisory Committee Members) with regard to the composition of the Board of Directors, the status of its operations, discussion and the status of dialogue with investors and shareholders. The analysis and evaluation results are reported to the Board of Directors' meeting in June 2024.

Evaluation method

Target: 6 internal directors and 3 independent outside directors

Evaluation method: Questionnaire survey for the target persons Question content

  1. Composition of the Board of Directors
  2. Operation of the Board of Directors
  3. Discussion at the Board of Directors
  4. Status of dialogue with investors and shareholders
  5. Evaluation of issues raised in the previous evaluation
  6. Other (about the Board of Directors in general)

In addition to evaluating each item, we have also set up a free comment section to collect diverse opinions.

Summary of evaluation results

- 6 -

The evaluation results mentioned above confirmed that the Company's Board of Directors was effective in terms of its roles and arrangements.

In the fiscal year ended March 2024, the following initiatives were implemented to create an environment promoting active discussion at the Board of Directors.

Review attendance at Board of Directors meetings and limit attendance of those other than Directors in principle.

In addition to the above, the Board of Directors has been highly evaluated for its free and open discussions, such as the frequency of meetings of the Board of Directors, the length of deliberations, and the environment for constructive discussions.

Future initiatives

The Company holds a regular meeting with independent outside directors to exchange information and deepen mutual understanding. It also works to reinforce information-sharing arrangements by allowing the members of the Audit and Supervisory Committee to attend, as observers, the meetings of the Group Management Committee and of the boards of directors of operating companies.

In view of the effectiveness evaluation results, we will appropriately address the items on which advice or comments were put forward. The aim is to make the Board of Directors more effective and to further improve our corporate governance.

[Supplementary Principle 4-14(2) Training Policy for the Board of Directors ]

The Company gives newly appointed directors the opportunity to participate in external seminars in order to acquire knowledge mainly concerning the statutory duties and responsibilities of directors as stipulated by law. Members of the Board of Directors, including outside directors, visit the Company's facilities such as distribution centers in order to enhance their understanding of the Company's business activities. In addition, The Company also provides opportunities for all the board members to obtain information and knowledge on industry trends and the business environment surrounding the Company, and the Company bears the costs required for these activities.

[Principle 5-1 Policy on Constructive Dialogues with Shareholders]

The Company responds positively to dialogue (or interview) requests from shareholders or investors, which is specifically done by the Corporate Communications Department/Corporate Planning Department. Also, the representative director, a person responsible for information disclosure and outside directors respond as often as possible to some demands from shareholders or investors in the form of interview.

The Company has adopted the following policies in order to enhance constructive dialogues with shareholders or investors:

  1. Appoints a corporate officer as a person responsible for information disclosure and establishes the Corporate Communications Department/Corporate Planning Department under the direction of the person as the department in charge of investor relations.
  2. Makes efforts to enhance organic coordination under the direction of the person by sharing information more effectively between the Corporate Communications Department/Corporate Planning Department and other related departments.
  3. Holds biannual financial results briefings for investors and analysts to offer direct explanations from top management and the person responsible for information disclosure. Furthermore, the Company holds tours of facilities to offer a deeper understanding of the Company's management strategy. In addition, based on the Company's shareholder composition and capital policy, the Company visits
    North America, Europe, and Asian regions.
  4. IR activities and opinions from investors are fed back to senior management and the Board of Directors as appropriate, and opinions from shareholders and investors obtained through dialogue are used in the formulation and implementation of management strategies.
  5. Stringently manages information in accordance with internal regulations concerning those involved in handling insider information in order to prevent selective disclosure of insider information only to some market participants, and in dialogue with investors, tries hard to make into dialogue topics the Company's sustainable growth and the matters contributing to corporate value enhancement over the medium to long term.
    • 7 -

[Principle 5-2 Formulation and Publication of Management Strategies and Plans] [Action to Implement Management That is Conscious of Cost of Capital and Stock Price]

In order to achieve sustainable growth and enhancement of corporate value over the medium to long- term, the Company conducts business operations and formulates management plans based on cost of capital and capital profitability.

In the Medium-term Management Plan 2023-2025 "Create the Next Generation," announced in May 2023, we put our following four basic policies: (1) Business transformation, (2) Investment for growth and improvement of profitability, (3) Sustainability management, and (4) Improvement of capital efficiency and enhancement of shareholder returns, with targets of ROE more than 8% and DOE more than 2%.

With regard to the stock price, PBR is more than 1.0 times as of the end of June 2024, and we recognize that we have received a certain level of valuation from the stock market. We will continue to develop our existing businesses through various measures, as well as improve profitability by investing for growth to improve profitability, investing in infrastructure to ensure a stable supply of pharmaceuticals at any time, and investing in human capital to maximize the value of human resources.

In addition, we will aim to improve corporate value by promoting measures such as purchase of treasury shares taking capital efficiency into consideration, increasing dividends stably, and continuous reduction of cross-shareholdings, which leads to receiving positive recognition from the market.

As a company dealing in life-related products, we will strive to enhance corporate value and meet the expectations of our shareholders by promoting the above measures, while giving top priority to investment to fulfill our social mission of "safe and secure pharmaceutical distribution."

For details, please refer to the following: https://www.tohohd.co.jp/en/assets/data/20230512-1_E.pdf

https://ir.tohohd.co.jp/en/index/main/04/teaserItems1/02/linkList/02/link/Medium- term%20plan23-25.pdf_E.pdf

https://ir.tohohd.co.jp/en/irfiling/presentation/main/0/teaserItems1/21/linkList/0/link/240515_E.pdf#pa ge=14

2. Capital Structure

Foreign Shareholding Ratio

From 20% to less than 30%

[Status of Major Shareholders]

 

Name / Company Name

 

Number of

Shares

 

Percentage (%)

 

 

 

Owned

 

 

 

 

 

 

 

 

 

 

 

The Master Trust Bank of Japan, Ltd. (Trust

6,314,400

 

10.06

 

 

account)

 

 

 

 

 

 

Shionogi & Co., Ltd.

3,500,112

 

5.57

 

 

 

 

 

 

 

 

Custody Bank of Japan, Ltd. (Trust Account)

1,904,900

 

3.03

 

 

 

 

 

 

 

 

BNY GCM CLIENT ACCOUNT JPRD AC ISG

1904,050

 

3.03

 

 

(FEAC)

 

 

 

 

 

 

 

 

 

 

 

 

Mizuho Trust & Banking Co., Ltd., Retirement

1,637,000

 

2.61

 

 

Benefit Trust, Daiichi Sankyo Account

 

 

 

 

 

 

Re-trust Trustee, Custody Bank of Japan, Ltd.

 

 

 

 

 

 

TOHO HOLDINGS Employee Stock Ownership

1,531,159

 

2.44

 

 

Plan

 

 

 

 

 

 

Mizuho Securities Co., Ltd.

1,526,373

 

2.43

 

 

Hiroyuki Kono

1,333,760

 

2.12

 

 

BNP PARIBAS FINANCIAL MARKETS

1,304,033

 

2.08

 

 

JPMorgan Securities Japan Co., Ltd.

1,269,026

 

2.02

 

- 8 -

 

 

 

 

 

 

Controlling Shareholder (except for Parent

-

 

Company)

 

 

 

Parent Company

None

 

 

 

Supplementary Explanation

The shareholding ratio is calculated excluding the treasury shares (13,639,304 shares) held by the Company.

3. Corporate Attributes

Listed Stock Market and Market Section

Tokyo Stock Exchange Prime Market

Fiscal Year-End

March

Type of Business

Wholesale Trade

Number of Employees (consolidated) as of

More than 1000

the End of the Previous Fiscal Year

 

Sales (consolidated) as of the End of the

More than ¥1 trillion

Previous Fiscal Year

 

Number of Consolidated Subsidiaries as of

From 10 to less than 50

the End of the Previous Fiscal Year

 

 

 

  1. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder
    -
  2. Other Special Circumstances which may have Material Impact on Corporate Governance

-

II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management

1. Organizational Composition and Operation

Organization Form

Company with Audit and Supervisory Committee

[Directors]

Maximum Number of Directors Stipulated in

 

30

Articles of Incorporation

 

 

 

Term of Office Stipulated in Articles of

 

1 year

Incorporation

 

 

 

Chairperson of the Board

 

President

Number of Directors

 

9

 

- 9 -

Appointment of Outside Directors

Appointed

Number of Outside Directors

3

Number of Independent Directors

3

 

 

Outside Directors' Relationship with the Company (1)

 

Name

 

 

Attribute

 

Relationship with the Company*

 

 

 

 

 

 

 

 

 

a

b

c

d

e

F

 

g

h

i

j

k

 

 

 

 

 

 

 

 

Yoshiaki Kamoya

 

From another company

 

 

 

 

 

 

 

 

 

 

 

 

Hidehito Kotani

 

From another company

 

 

 

 

 

 

 

 

 

 

 

 

Chie Goto

 

From another company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Categories for "Relationship with the Company"

  • "" when the director presently falls or has recently fallen under the category; "" when the director fell under the category in the past
  • "" when a close relative of the director presently falls or has recently fallen under the category; "" when a close relative of the director fell under the category in the past
  1. Executive of the Company or its subsidiaries
  2. Non-executivedirector or executive of a parent company of the Company
  3. Executive of a fellow subsidiary company of the Company
  4. A party whose major client or supplier is the Company or an executive thereof
  5. Major client or supplier of the listed company or an executive thereof
  6. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as a director/kansayaku
  7. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)
  8. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (the director himself/herself only)
  9. Executive of a company, between which and the Company outside directors/kansayaku are mutually appointed (the director himself/herself only)
  10. Executive of a company or organization that receives a donation from the Company (the director himself/herself only)
  11. Others

Outside Directors' Relationship with the Company (2)

 

 

 

Audit and

Designation

 

Supplementary

 

 

 

 

 

 

 

Supervisory

as

 

 

 

 

 

 

Name

 

 

Explanation of

 

 

Reasons of Appointment

 

 

 

Committee

Independent

 

 

 

 

 

 

 

 

the Relationship

 

 

 

 

 

 

 

Member

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yoshiaki Kamoya

 

Mr. Kamoya has been

 

(Reasons for being appointed

 

 

 

 

 

 

Advisor of Shionogi &

 

as an outside director)

 

 

 

 

 

 

Co., Ltd., a customer of

 

Mr. Kamoya has abundant

 

 

 

 

 

 

one of the Company's

 

knowledge and insight in

 

 

 

 

 

 

consolidated subsidiaries

 

relation to the

 

 

 

 

 

 

since April 2020. He is

 

pharmaceutical industry, and

 

 

 

 

 

 

not engaged in business

 

considerable experience as a

 

 

 

 

 

 

execution of Shionogi &

 

manager in charge of the

 

 

 

 

 

 

Co., Ltd. now.

 

business management

 

 

 

 

 

 

 

 

 

division of Shionogi & Co.,

 

 

 

 

 

 

 

 

 

Ltd. He has also served in

 

 

 

 

 

 

 

 

 

important positions in

 

 

 

 

- 10 -

 

 

 

 

 

 

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Disclaimer

Toho Holdings Co. Ltd. published this content on 09 August 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 August 2024 23:37:06 UTC.