Toray Industries : Governance (P54-71)

54	Toray Industries, Inc.
Toray Report 2022

Members of the Board and Corporate Auditors

(As of June 22, 2022)

Members of the Board

President and

Representative Member of the Board

Akihiro Nikkaku

1973 Joined the Company

2001 General Manager, Engineering Division; General Manager, Second Engineering Dept.

2002 Vice President (Member of the Board)

2004 Senior Vice President (Member of the Board)

2006 Senior Vice President (Member of the Board &

Member of the Executive Committee)

2007 Executive Vice President and Representative Member of the Board

2010 President and Representative Member of the Board

2020 President and Representative Member of the Board, Chief Executive Officer, Chief Operating Officer (incumbent)

Member of the Board

Kazuyuki Adachi

1980 Joined the Company

2017 Director, Toray Industries (Thailand) Co., Ltd.; President, Luckytex (Thailand) Public Company Limited; Chairman, Thai Toray Textile Mills Public Company Limited

2018 Senior Vice President (Member of the Board)

2020 Senior Vice President (Member of the Board) (incumbent)

Member of the Board

Kazuhiko Shuto

1980 Joined the Company

1998 Vice President (Member of the Board), Penfabric Sdn. Berhad 2005 Chairman, Toray Jifa (Qingdao) Textile Co., Ltd.

2010 General Manager, Textiles Division

2014 Vice President (Member of the Board)

2016 Senior Vice President (Member of the Board)

2018 Chief Representative for China; Chairman & President, Toray Industries (China) Co., Ltd.; Chairman, Toray Sakai Weaving & Dyeing (Nantong) Co., Ltd. (incumbent)

2020 Senior Vice President

2022 Senior Vice President (Member of the Board) (incumbent)

Representative Member of the Board

Mitsuo Ohya

1980 Joined the Company

2009 General Manager, Industrial & Textile Fibers Division

2012 Vice President (Member of the Board)

2014 Retired from Vice President (Member of the Board) President and Representative Member of the Board, Toray International, Inc.

2016 Senior Vice President (Member of the Board & Member of the Executive Committee)

2020 Executive Vice President (Representative Member of the Board) (incumbent)

Member of the Board

Minoru Yoshinaga

1979 Joined the Company

2008 General Manager, Manufacturing Division (Torayca &

Prepreg Manufacturing, ACM Technology Dept.)

2011 Vice President (Member of the Board)

2015 Chief Executive Representative for the Americas; Chief Representative for the Americas; Chairman, Toray Holding (U.S.A.), Inc.; President, Toray Industries (America), Inc.; General Manager, Torayca & Advanced Technology and Manufacturing for the Americas

2019 General Manager, Torayca & Advanced Composites Division (Carbon Fiber Business Strategy)

2020 Senior Vice President (Member of the Board) (incumbent)

Member of the Board

Masahiko Okamoto

1986 Joined the Company

2009 Vice President (Member of the Board), Toray Industries (Malaysia) Sdn. Berhad; Vice President (Member of the Board), Penfabric Sdn. Berhad; General Manager on Special Assignment, Finance & Controller's Division (Finance & Controller's Chief for Malaysia)

2011 General Manager on Special Assignment, International Division

2013 General Manager, Finance Dept.

2017 General Manager, Controller's Dept.

2020 Corporate Vice President (Member of the Board) (incumbent)

Representative Member of the Board

Satoru Hagiwara

1981 Joined the Company

2012 General Manager, Industrial Films Division;

Chairman, Toray Films Europe S.A.S.;

Chairman, Toray Plastics Europe S.A.

2012 Vice President (Member of the Board)

2014 Senior Vice President (Member of the Board)

2017 President and Representative Member of the Board, Toray Advanced Film Co., Ltd.

2020 Senior Vice President (Member of the Board)

2022 Executive Vice President (Representative Member of the Board) (incumbent)

Member of the Board

Yasuo Suga

1980 Joined the Company

2013 Chairman and Representative Director, Toray Carbon Magic Co., Ltd.

Vice President (Member of the Board)

2016 Senior Vice President (Member of the Board)

2019 Retired from Senior Vice President (Member of the Board) Chief Representative for Europe;

President, Toray Industries Europe GmbH

2020 Senior Vice President

2021 Senior Vice President, Corporate Strategic Planning Division (incumbent)

Member of the Board (Outside)

Kunio Ito

2002 Dean, Graduate School of Commerce and Management and Faculty of Commerce and Management, Hitotsubashi University

2004 Executive Vice President and Board Member, Hitotsubashi University

2013 Director, Kobayashi Pharmaceutical Co., Ltd. (incumbent)

2014 Director, Seven & i Holdings Co., Ltd. (incumbent) Vice President (Member of the Board) of the Company

2018 Research Professor, Department of Business Administration, Hitotsubashi University Business School (incumbent)

2020 Member of the Board of the Company (incumbent)

Toray Industries, Inc.	55
Toray Report 2022

Governance

Member of the Board (Outside)		Member of the Board (Outside)	Member of the Board (Outside)
Ryoji Noyori		Susumu Kaminaga	Kazuo Futagawa
1997	Dean, Graduate School of Science and School of Science,	1969	Joined Sumitomo Precision Products CO., LTD.	1980	Joined the Ministry of Health and Welfare
	Nagoya University	1995	Representative Director, Surface Technology Systems Ltd.	2012	Director-General of Minister's Secretariat, the Ministry of
2001	Director, TAKASAGO INTERNATIONAL CORPORATION	2000	Director, Sumitomo Precision Products CO., LTD.			Health, Labour and Welfare
	(incumbent)	2002	Managing Director, Sumitomo Precision Products CO., LTD.	2014	Director-General, Health Policy Bureau, the Ministry of
2003	President, RIKEN	2004	President, Sumitomo Precision Products CO., LTD.			Health, Labour and Welfare
2004	Special Professor, Nagoya University (incumbent)	2012	Senior Advisor, Sumitomo Precision Products CO., LTD.;	2015	Vice-Minister of Health, Labour and Welfare
2015	Director-General, Center for Research and Development			Representative Director, SK Global Advisers Co., Ltd.	2017	Retired from Vice-Minister of Health, Labour and Welfare
	Strategy, Japan Science and Technology Agency			(incumbent)	2018	Special Advisor on Policy, Social Security Reform Office,
	(incumbent)	2012	Director, DEFTA Capital (incumbent)			Cabinet Secretariat
	Vice President (Member of the Board) of the Company	2016	Outside Director, Olympus Corporation (incumbent)	2020	Member of the Board of the Company (incumbent)
2020	Member of the Board of the Company (incumbent)	2020	Member of the Board of the Company (incumbent)

Corporate Auditors

Corporate Auditor	Corporate Auditor	Outside Corporate Auditor
Toru Fukasawa	Yoshiyuki Tanaka	Toshio Nagai
1978	Joined the Company	1984	Joined the Company	2008	Chief Research Officer, Supreme Court
2003	Executive Officer, Chori Co., Ltd.	2006	Executive Vice President, Toray Fluorofibers (America), Inc.	2012	President, Hiroshima High Court
2005	General Manager on Special Assignment, Corporate	2014	General Manager, Okazaki Plant	2013	President, Osaka High Court
	Strategic Planning Division; General Manager on Special	2015	Vice President (Member of the Board)	2014	Mandatorily retired
	Assignment, Investor Relations Dept.	2018	General Manager, Manufacturing Division (Fibers &			Registered as a lawyer (The Dai-ichi Tokyo Bar Association)
2006	General Manager, Controller's Dept.		Textiles Technology and Manufacturing)			Takusyou Sogo Law Office (incumbent)
2010	Chief Executive Representative for America; Chief	2020	President and Representative Member of the Board,	2015	Outside Corporate Auditor of the Company (incumbent)
	Representative for America; Chairman, Toray Holding		Toray Opelontex Co., Ltd.	2016	Outside Corporate Auditor, SUMITOMO CORPORATION
	(U.S.A.), Inc.; President, Toray Industries (America), Inc.	2021	Corporate Auditor (incumbent)			(incumbent)
2012	Vice President (Member of the Board)
2015	Senior Vice President (Member of the Board)
2018	Senior Vice President (Member of the Board and Member
	of the Executive Committee)
2020	Corporate Auditor (incumbent)

Outside Corporate Auditor		Outside Corporate Auditor
Kazuya Jono		Hiroyuki Kumasaka
1977	Joined Mitsui Bank, Limited	1973	Joined FUSO Audit Corporation (later MISUZU Audit
2005 Executive Officer, Sumitomo Mitsui Banking Corporation			Corporation)
2007	Managing Executive Officer, Sumitomo Mitsui Banking	2007	Chairs of the Board of Council; Head, Tokyo Office, the
	Corporation			Audit Corporation Representative Liquidator, the Audit
2010	Senior Managing Director, Sumitomo Mitsui Banking			Corporation
	Corporation	2008	Outside Corporate Auditor, MATSUDA SANGYO CO., LTD.
2012	Retired	2011	External Corporate Auditor of the Board, Japan Airlines
	Representative Director, President & CEO, Citibank Japan Ltd.			Co., Ltd.
2014	Retired	2015	Outside Audit and Supervisory Committee Member,
2015 Outside Corporate Auditor of the Company (incumbent)			MATSUDA SANGYO CO., LTD.
2019	Outside Corporate Auditor, Brother Industries (incumbent)		2019 Outside Corporate Auditor of the Company (incumbent)

56	Toray Industries, Inc.
Toray Report 2022
	Management Team
	(As of June 22, 2022)

President	Executive Vice President		Executive Vice President
Akihiro Nikkaku	Koichi Abe		Mitsuo Ohya
President, Chief Executive Officer,	Technology Center;		Marketing & Sales;
Chief Operating Officer	Chairman, Toray Research Center Inc.		Legal & Compliance Division (Security
				Trade Administration Dept.);
				Corporate Marketing Planning Division;
				Affiliated Companies Division
Executive Vice President	Senior Vice President		Senior Vice President
Satoru Hagiwara	Kazuyuki Adachi		Minoru Yoshinaga
Intellectual Property Division, Global	Purchasing & Logistics Division;		Torayca & Advanced Composites Division;
Environment Business Strategic Planning	Manufacturing Division		Chairman, Toray Carbon Fibers Europe S.A.
Dept., and Life Innovation Business
Strategic Planning Dept.;
Technology Center
Senior Vice President	Senior Vice President		Senior Vice President
Yasuo Suga	Kazuhiko Shuto		Hirofumi Kobayashi
Corporate Strategic Planning Division;	Resins & Chemicals Division		Pharmaceuticals & Medical Products
Quality Assurance Division;				Division;
HS Division				Pharmaceuticals & Medical Products
				Division (Technology & Manufacturing)
Senior Vice President	Senior Vice President		Senior Vice President
Tetsuya Tsunekawa	Shigeki Taniguchi		Kenichiro Miki
Chief Representative for Europe;	Human Resources Division;		Fibers & Textiles Division;
President, Toray Industries Europe GmbH	Toray Human Resources Development		Osaka Head Office
	Center
Senior Vice President	Senior Vice President		Senior Vice President
Satoru Nishino	Hideki Hirabayashi		Hiroshi Enomoto
Films Technology & Manufacturing Division	CSR & Investor Relations;		Electronic & Information Materials Division;
	General Administration & Communications		Display & Graphic Materials Division
	Division;
	Tokyo Head Office

Toray Industries, Inc.	57
Toray Report 2022

Governance

Corporate Vice President		Corporate Vice President	Corporate Vice President
Hajime Ishii		Hiroyuki Matsuda	Masahiko Okamoto
Fibers & Textiles Division;		Information Systems Division;	Finance & Controller's Division
Global SCM Division		Engineering Division

Corporate Vice President		Corporate Vice President	Corporate Vice President
Yuichiro Iguchi		Yoshio Yamamoto	Kazuhisa Itsuji
Research & Development Division;		Legal & Compliance Division;	Films Division;
Basic Research Center		Compliance Dept.	BSF Division;
			Chairman, Toray Films Europe S.A.S.

Corporate Vice President		Vice President	Vice President
Satoshi Shimoyama		Young Kwan Lee	Teh Hock Soon
Water Treatment & Environment Division;		Chief Representative for the Republic of	Chief Representative for Malaysia;
Water Treatment Division;		Korea;	President,Toray Industries (Malaysia) Sdn.
Chairman, Toray Asia Pte. Ltd.;		President, Toray Industries Korea Inc.;	Berhad;
Chairman, Toray Membrane (Foshan) Co.,		Chairman, Toray Advanced Materials Korea	Chairman, Penfabric Sdn. Berhad;
Ltd.		Inc.	Chairman, Toray Malaysia Systems Solution
			Sdn. Bhd.;
			Chairman, P.T. Century Textile Industry Tbk
Vice President		Vice President	Vice President
Kei Shimaji		Osamu Tsuneki	Kazuyuki Yakushiji
Chief Representative for Americas;		Purchasing & Logistics Division	Manufacturing Division (ACM Technology &
President, Toray Industries (America), Inc.			Production)

Vice President		Vice President	Vice President
Yasuo Fukuda		Masahide Matsumura	Toru Kutsuzawa
Manufacturing Division (Fibers & Textiles		Chief Representative for Thailand;	Chief Representative for China;
Technology and Manufacturing)		President, Toray Industries (Thailand) Co.,	Chairman and President, Toray Industries
		Ltd.;	(China) Co., Ltd.;
		Chairman, Toray Textiles (Thailand) Public	Chairman, Toray Sakai Weaving & Dyeing
		Company Limited	(Nantong) Co., Ltd.;
			Chairman,Toray International (China) Co., Ltd.

Executive Fellow

Executive Fellow

Akihiko Kitano

Advanced Materials & Application Center; ACM Technology Division

58	Toray Industries, Inc.
Toray Report 2022

Messages from Outside Directors

Kunio Ito

Outside Director

In your capacity as chair of the Governance Committee, what contributions are you particularly aware of? To the extent possible, please tell us about the content of your committee's discussions in fiscal 2021 and what you are keeping in mind in preparation for fiscal 2022.

In carrying out my duties as chair of the committee, I pay attention to transparency and fairness so that I can fulfill my accountability to share- holders. I also strive to elicit active opinions from committee members, especially the outside directors. The Governance Committee discusses the nomination and remuneration for members of the Board as well as matters concerning governance in general. In fiscal 2021, we held in-depth discussions on topics that included the management team succession plan, a review of the remuneration system for members of the Board and corporate auditors, a review of the internal culture with regard to the Underwriters Laboratories (now UL Solutions) certification issue, and where the responsibilities of members of the Board lie. In fiscal 2022, we will be focusing on further increasing the frequency of Governance Committee meetings, the further reform of the corporate culture, deepening discussions on Board member succession plans, and on fundamentally reviewing the remuneration system for members of the Board and corporate auditors.

Do you have any recommendations for environmental initiatives?

Toray has been proactively addressing environmental issues in its R&D and product development. Going forward, I want to have great expectations for the role that Toray will play in promoting Green Transformation (GX). I would also like the Company to actively promote the disclosure of information on climate change, including the TCFD. In particular, I would like to see Toray actively working to measure and disclose Scope 3 GHG emissions, which Japanese companies have yet to adequately address, thereby leading Japan as a whole.

Do you have any recommendations for human resources initiatives?

I would like the Company to promote human capital management in line with the ITO Report for Human Capital Management (published in September 2020) and the ITO Report 2.0 for Human Capital Management (published in May 2022). In particular, I want the Company to proceed with the following recommendations: the further linking of management strategy and human resources strategy; the development of company-wide dialogue to foster a corporate culture that encourages behavioral changes in organizations and individuals; the provision of wide-ranging reskilling opportunities for employees outside their positions; the dynamic placement of the right person in the right job that capitalizes not only on that person's attributes but also on their knowledge and experience.