{"id":2766,"date":"2025-10-29T18:00:20","date_gmt":"2025-10-29T09:00:20","guid":{"rendered":"https:\/\/www.hodogaya.co.jp\/english\/?page_id=2766"},"modified":"2026-03-25T16:15:21","modified_gmt":"2026-03-25T07:15:21","slug":"director","status":"publish","type":"page","link":"https:\/\/www.hodogaya.co.jp\/english\/company\/governance\/director\/","title":{"rendered":"Board of Directors"},"content":{"rendered":"<div class=\"boxSasuArea\">\n<div class=\"mt40 mb20\">\n<h5 class=\"rsk-t\">Board of Directors<\/h5>\n<div class=\"csr-bdy_t6 mb10\">Board of Directors Held 10 times in FY2024<\/div>\n<p class=\"mb20\">To enable thorough discussions based on diverse opinions and prompt, rational decision-making, the Board of Directors consists of members that satisfy the extensive level of experience and education required by the Company. The deliberations for FY2024 are summarized in the table below, focusing on monitoring the progress of the Mid-term Management Plan SPEED 25\/30, addressing issues in businesses showing delayed progress, and reviewing the status of sustainability initiatives.<\/p>\n<div class=\"scrollTable\">\n<table class=\"table01 gt\">\n<thead>\n<tr>\n<th class=\"bg04\" rowspan=\"2\">Deliberations<\/th>\n<th class=\"bg04\" colspan=\"3\">Number of deliberations of the Board of Directors<\/th>\n<\/tr>\n<tr>\n<th class=\"w12 bg04\">Resolutions<\/th>\n<th class=\"w12 bg04\">Reports<\/th>\n<th class=\"w12 bg04\">Others<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td class=\"bg01_2\">Management strategy and businesses<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<td class=\"text_c\">11<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<\/tr>\n<tr>\n<td class=\"bg01_2\">Sustainability<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<td class=\"text_c\">3<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<\/tr>\n<tr>\n<td class=\"bg01_2\">Corporate governance<\/td>\n<td class=\"text_c\">2<\/td>\n<td class=\"text_c\">5<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<\/tr>\n<tr>\n<td class=\"bg01_2\">Financial results, investor relations and finance<\/td>\n<td class=\"text_c\">10<\/td>\n<td class=\"text_c\">2<\/td>\n<td class=\"text_c\">1<\/td>\n<\/tr>\n<tr>\n<td class=\"bg01_2\">Compliance and internal controls<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<td class=\"text_c\">4<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<\/tr>\n<tr>\n<td class=\"bg01_2\">Committee matters<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<td class=\"text_c\">2<\/td>\n<\/tr>\n<tr>\n<td class=\"bg01_2\">Officers and management executives<\/td>\n<td class=\"text_c\">11<\/td>\n<td class=\"text_c\">6<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<\/tr>\n<tr>\n<td class=\"bg01_2\">Others<\/td>\n<td class=\"text_c\">\uff0d<\/td>\n<td class=\"text_c\">1<\/td>\n<td class=\"text_c\">2<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<\/div>\n<div class=\"mb20\">\n<h5 class=\"rsk-t\">Election of Directors<\/h5>\n<p>Hodogaya Chemical regards the appointment of Directors as one of its most important management priorities.<br \/>The Board of Directors establishes criteria for the selection of candidates for both internal and outside directors, and, based on deliberations by the Nominating and Compensation Committee, resolves on the appointment of director candidates, including the next Chief Executive Officer.<br \/>The criteria for internal directors include possessing personal integrity and character befitting a corporate executive, as well as broad experience and insight.<br \/>The criteria for outside directors include having cultivated extensive experience and possessing a high level of knowledge and expertise.<br \/>Individuals who are deemed to lack the necessary qualifications as directors, or who have caused significantly poor business performance, may be subject to dismissal.<br \/>The reasons for nomination of each director candidate, along with their career histories and other relevant information, are disclosed in the reference documents for the General Meeting of Shareholders available on the Company\u2019s website.<\/p>\n<\/div>\n<div class=\"mb20\">\n<p class=\"tit_5\">Board of Directors Skills Matrix<\/p>\n<p>The following seven skills were selected for the Board of Directors Skills Matrix for achieving the SPEED 25\/30 Mid-term Management Plan.<\/p>\n<ul class=\"g_list mb20\">\n<li class=\"indent-1\">\u30fbFour skills to perform the basic functions as a Company: \u201cCorporate management\u201d, \u201cLaw &#038; risk management\u201d, \u201cFinance &#038; accounting\u201d and \u201cHuman resources strategy\u201d<\/li>\n<li class=\"indent-1\">\u30fbTwo skills to support the three pillars (Research and Development, Production and Sales) of our Company: \u201cBusiness strategy\u201d and \u201cR&#038;D, technology and production\u201d<\/li>\n<li class=\"indent-1\">\u30fbOne skill to support the Company\u2019s business field that extends beyond borders: \u201cInternational business\u201d<\/li>\n<\/ul>\n<div class=\"scrollTable mb10\">\n<table class=\"table01 gt\">\n<thead>\n<tr>\n<th class=\"bg02\">Name<\/th>\n<th class=\"bg02 w10\">Corporate<br \/>management<\/th>\n<th class=\"bg02 w10\">Law &#038; risk<br \/>management<\/th>\n<th class=\"bg02 w10\">Finance &#038;<br \/>accounting<\/th>\n<th class=\"bg02 w10\">Human<br \/>resources<br \/>strategy<\/th>\n<th class=\"bg02 w10\">Business<br \/>strategy<\/th>\n<th class=\"bg02 w10\">R&#038;D, technology<br \/>and production<\/th>\n<th class=\"bg02 w10\">International<br \/>business<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>Yuto Matsumoto<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<\/tr>\n<tr>\n<td>Norimasa Yokoyama<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<\/tr>\n<tr>\n<td>Shinichi Sato<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<\/tr>\n<tr>\n<td>Shinichi Matsuno<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<\/tr>\n<tr>\n<td>Masaki Sakai (Outside)<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<\/tr>\n<tr>\n<td>Shinobu Fujino (Outside)<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<\/tr>\n<tr>\n<td>Akira Matsunaga (Outside)<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<td class=\"text_m_c\">&nbsp;<\/td>\n<td class=\"text_m_c\">\u3007<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<p class=\"notes\">* The skills matrix includes the areas expected for each individual. It is not meant to be a comprehensive list of all forms of expertise and experience they may possess.<\/p>\n<\/div>\n<div class=\"mb20\">\n<p class=\"tit_5\">Reasons for appointment as director<\/p>\n<p>Director<\/p>\n<div class=\"scrollTable mb20\">\n<table class=\"table01 gt02\">\n<thead>\n<tr>\n<th class=\"bg02 w20\">Name<\/th>\n<th class=\"bg02\">Reasons for appointment<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>Yuto Matsumoto<\/td>\n<td>After joining the Company in April 1983, he worked in the Research &#038; Development Department, has engaged in operations of sales department including overseas business, and became Representative Director and President of the Company in November 2016. He has extensive experience and knowledge and has been appropriately fulfilling his duties. Therefore, the Company judges that he is qualified as Director of the Company.<\/td>\n<\/tr>\n<tr>\n<td>Norimasa Yokoyama<\/td>\n<td>Since joining the Company in April 1988, he has engaged in operations of the research &#038; development and production departments. He has extensive experience and knowledge as a Managing Executive Officer, supervising the Research &#038; Development Department of the Group, and has been appropriately fulfilling his duties.Therefore, the Company judges he is qualified as Director of the Company.<\/td>\n<\/tr>\n<tr>\n<td>Shinichi Sato<\/td>\n<td>Since joining the Company in March 2014, he has engaged in operations of the Internal Control Department and Legal Department of the Group while utilizing his extensive experience and knowledge gained during his time in the banking field. Currently, he supervises internal control, human resources, promotion of sustainability and accounting, and has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as Director of the Company.<\/td>\n<\/tr>\n<tr>\n<td>Shinichi Matsuno<\/td>\n<td>Since joining the Company in April 1981, he has been widely involved in the Research &#038; Development, Purchasing, Sales and Corporate Planning Departments and operations of a plant as General Manager, and has a wide range of business experience and knowledge at the Company and Group companies. It is expected that he can take advantage of these for the business activities of the Company and appropriately fulfill his duties. Therefore, the Company judges he is qualified as Director who is an Audit &#038; Supervisory Committee Member.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<p>Outside Directors<\/p>\n<div class=\"scrollTable\">\n<table class=\"table01 gt02\">\n<thead>\n<tr>\n<th class=\"bg02 w20\">Name<\/th>\n<th class=\"bg02\">Reasons for appointment<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>Masaki Sakai<\/td>\n<td>He utilizes his extensive knowledge and experience, both that gained since his appointment as a Director who is an Audit &#038; Supervisory Committee Member in June 2019, and that cultivated both in Japan and overseas through his business activities over many years at government ministries.<br \/>Although he has not been directly involved in corporate management in the past, the Company expects that he will continue to appropriately fulfill his duties for the Company.<br \/>Therefore, the Company judges he is qualified as Director who is an Audit &#038; Supervisory Committee Member.<br \/>The Company expects that he will utilize his experience in agriculture, forestry and fishery administration and international business, and fulfill his role of supervising Directors who have been charged with deciding the basic management direction of the Company and executing operations.<br \/>Furthermore, the Company has submitted notification to Tokyo Stock Exchange that he has been appointed as an independent officer as provided for by the aforementioned exchange.<\/td>\n<\/tr>\n<tr>\n<td>Shinobu Fujino<\/td>\n<td>She utilizes years of work experience at business corporations, expertise as a career counselor and a wide range of knowledge and experience as an outside director since her appointment as a Director who is an Audit &#038; Supervisory Committee Member in June 2023.<br \/>Although she has not been directly involved in corporate management in the past, the Company expects that she can continue to appropriately fulfill her duties. Therefore, the Company judges she is qualified as Director who is an Audit &#038; Supervisory Committee Member.<br \/>The Company expects that she will utilize her wealth of knowledge and experience in human resources development, organizational development and diversity promotion and fulfill her role of supervising Directors who have been charged with deciding the basic management direction of the Company and executing operations.<br \/>Furthermore, the Company has submitted notification to Tokyo Stock Exchange that she has been appointed as an independent officer as provided for by the aforementioned exchange.<\/td>\n<\/tr>\n<tr>\n<td>Akira Matsunaga<\/td>\n<td>Although he has not been directly involved in corporate management in the past, the Company expects that he will utilize his extensive knowledge and experience cultivated both in Japan and overseas through his business activities over many years at government ministries, and that he will appropriately fulfill his duties for the Company.<br \/>Therefore, the Company judges he is qualified as Director who is an Audit &#038; Supervisory Committee Member.<br \/>The Company expects that he will utilize his experience in industrial and economic administration and international business, and fulfill his role of supervising Directors who have been charged with deciding the basic management direction of the Company and executing operations.<br \/>Furthermore, the Company has filed a notification with the Tokyo Stock Exchange, designating him as an independent officer in accordance with the Exchange\u2019s requirements.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<\/div>\n<div class=\"mb20\">\n<h5 class=\"rsk-t\">Criteria for independence of Outside Directors<\/h5>\n<p>At Hodogaya Chemical, candidates for independent outside directors are selected based on both the Tokyo Stock Exchange\u2019s independence criteria and their broad professional experience and expertise.<br \/>Accordingly, the Company has registered three outside directors as independent officers with the Tokyo Stock Exchange.<br \/>If a substitute director who is also an Audit &#038; Supervisory Committee Member is appointed as a director, the Company intends to register him as an independent officer as well.<br \/>One of the substitute directors previously worked for a financial institution that is a major lender to Hodogaya Chemical; however, three years have passed since his retirement from that institution, and the Company has determined that this does not affect his independence.<br \/>Furthermore, the Company does not have any transactional relationships with the three outside directors.<\/p>\n<\/div>\n<div class=\"mb20\">\n<h5 class=\"rsk-t\">Outside Director Activity Status<\/h5>\n<p>In FY2024, Outside Directors not only attended Board of Directors\u2019 meetings, Audit &#038; Supervisory Committee meetings, and Nominating &#038; Compensation Committee meetings, but also did the following.\n<\/p>\n<ul class=\"g_list mb20\">\n<li class=\"indent-1\">\u30fbAttended management and executive meetings (September 2024 and March 2025).<\/li>\n<li class=\"indent-1\">\u30fbInspected business sites in South Korea (June 2024).<\/li>\n<li class=\"indent-1\">\u30fbCommunicated with the Financial Auditor (July 2024 and May 2025)<\/li>\n<li class=\"indent-1\">\u30fbDialogue with next-generation management talent (June 2024 to May 2025). Held six sessions, engaging 11 nextgeneration management talent.<\/li>\n<li class=\"indent-1\">\u30fbAttended executive compliance training (February 2025)<\/li>\n<\/ul>\n<p class=\"tit_5\">Status of attendance at meetings of the Board of Directors, Audit &#038; Supervisory Committee, and Nominating and Compensation Committee<\/p>\n<div class=\"scrollTable\">\n<table class=\"table01 gt\">\n<thead>\n<tr>\n<th class=\"bg02\">Number of Company shares held<\/th>\n<th class=\"bg02\">Number of Board of Directors meetings<br \/>attended in FY2024<\/th>\n<th class=\"bg02\">Number of Audit &#038; Supervisory<br \/>Committee meetings attended in FY2024<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>\u4ee3Representative Director, President and CEO<br \/>Yuto Matsumoto<\/td>\n<td class=\"text_m_c\">10\/10<\/td>\n<td class=\"text_m_c\">\u30fc<\/td>\n<\/tr>\n<tr>\n<td>Director and Managing Executive Officer<br \/>Norimasa Yokoyama<\/td>\n<td class=\"text_m_c\">\u30fc<\/td>\n<td class=\"text_m_c\">\u30fc<\/td>\n<\/tr>\n<tr>\n<td>Director and Managing Executive Officer<br \/>Shinichi Sato<\/td>\n<td class=\"text_m_c\">7\/7<sup>*<\/sup><\/td>\n<td class=\"text_m_c\">\u30fc<\/td>\n<\/tr>\n<tr>\n<td>Director (Audit &#038; Supervisory Committee Member)<br \/>Shinichi Matsuno<\/td>\n<td class=\"text_m_c\">7\/7<sup>*<\/sup><\/td>\n<td class=\"text_m_c\">7\/7<sup>*<\/sup><\/td>\n<\/tr>\n<tr>\n<td>Outside Director (Audit &#038; Supervisory Committee Member)<br \/>Masaki Sakai<\/td>\n<td class=\"text_m_c\">10\/10<\/td>\n<td class=\"text_m_c\">10\/10<\/td>\n<\/tr>\n<tr>\n<td>Outside Director (Audit &#038; Supervisory Committee Member)<br \/>Shinobu Fujino<\/td>\n<td class=\"text_m_c\">10\/10<\/td>\n<td class=\"text_m_c\">9\/10<\/td>\n<\/tr>\n<tr>\n<td>Outside Director (Audit &#038; Supervisory Committee Member)<br \/>Akira Matsunaga<\/td>\n<td class=\"text_m_c\">\u30fc<\/td>\n<td class=\"text_m_c\">\u30fc<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<\/div>\n<div class=\"mb20\">\n<h5 class=\"rsk-t\">Evaluation of effectiveness of Board of Directors<\/h5>\n<p>Hodogaya Chemical transitioned to a company with an Audit &#038; Supervisory Committee in June 2015, delegating decisions on matters other than those requiring exclusive resolution as stipulated in the Companies Act to the President. In other words, the Hodogaya Chemical Board of Directors has adopted a monitoring-focused model emphasizing oversight.<br \/>To verify whether this monitoring function is being effectively exercised, the Audit &#038; Supervisory Committee and the Board of Directors conduct evaluations every year based on the following nine evaluation criteria.<br \/>As a result, the Board of Directors\u2019 monitoring function is strengthened, and managerial decision-making and business execution are expedited.<\/p>\n<\/div>\n<div class=\"mb20\">\n<p class=\"tit_5\">Evaluation process<\/p>\n<p><img src=\"https:\/\/www.hodogaya.co.jp\/english\/wp\/wp-content\/themes\/hodogaya\/img\/sustainability\/governance\/img_director_1.jpg\" alt=\"\" class=\"imgblock\" \/>\n<\/div>\n<div class=\"mb20\">\n<p class=\"tit_5\">Evaluation Results for FY2024<\/p>\n<div class=\"scrollTable mb10\">\n<table class=\"table01 gt\">\n<thead>\n<tr>\n<th class=\"bg02 w30\">Evaluation Standards<\/th>\n<th class=\"bg02 w70\">Status of Initiatives<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td><span class=\"indent_5 txtblock\">1. Election of multiple independent Outside Directors<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Implemented. 3 out of 7 directors are independent Outside Directors (42.9%)<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td><span class=\"indent_5 txtblock\">2. Narrowing down matters for resolution<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Delegated decisions regarding execution of operations other than those that legally require Board of Directors approval to the President based on the General Meeting of Shareholders and Board of Directors resolution<\/li>\n<li>In FY2024, resolutions were passed regarding the determination of proposals for the General Meeting of Shareholders, and<br \/>\nthe appointment of Directors, etc.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td><span class=\"indent_5 txtblock\">3. Establishment of appropriate reporting matters<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Set annual report schedule and submitted reports after expanding items to be reported as stipulated in Board of Directors Rules<\/li>\n<li>Increased efficiency of operation execution reports by compiling individual ones into a Mid-term Promotion Execution Report<\/li>\n<li>Received individual reports and questions and requests from independent Outside Directors, which are separate from resolution and report items<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td><span class=\"indent_5 txtblock\">4. Deliberation on agenda items related to personnel affairs and remuneration of Directors<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Based on the report by the Nominating &#038; Compensation Committee, a resolution was passed regarding the proposal for the election of Directors to be submitted at the Annual General Meeting of Shareholders in June 2025<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td><span class=\"indent_5 txtblock\">5. Provision of proper explanations beforehand to independent Outside Directors<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Mailed agenda materials several days prior to the Board of Directors\u2019 meetings and offered preliminary explanations prior to the meetings<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td><span class=\"indent_5 txtblock\">6. Preparation of informative and easy-to-understand materials<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Continued efforts to create materials with attention to the comprehensiveness and ease of understanding of the information so that Outside Directors can make accurate management decisions<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td><span class=\"indent_5 txtblock\">7. Appropriate time management (meeting frequency, time for deliberations, etc.)<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Met 11 times in FY2024, with slightly less than 2 hours for each meeting<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td><span class=\"indent_5 txtblock\">8. Implementation of effective and efficient organizational audits<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Implemented an organizational audit as a Company with an Audit &#038; Supervisory Committee<\/li>\n<li>Established the Audit &#038; Supervisory Committee Secretariat as a system to assist the Audit &#038; Supervisory Committee<\/li>\n<li>Audit &#038; Supervisory Committee met 11 times in FY2024, with approximately 1 hour for each meeting<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td><span class=\"indent_5 txtblock\">9. Follow up and respond to new trends in corporate governance and the best way to operate the Board of Directors<\/span><\/td>\n<td>\n<ul class=\"listbox_4\">\n<li>Reported on state of sustainability promotion in August and December 2024 and March 2025<\/li>\n<li>Conducted thorough communication with Audit &#038; Supervisory Committee members regarding the consideration of changing the Financial Auditor (reported in February and March 2025)<\/li>\n<li>Implemented a stock split as a measure to address individual shareholders in connection with the reduction of crossshareholdings (reported in February 2025)<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td class=\"bg04_2\">Overall Evaluation for FY2024<\/td>\n<td class=\"bg04_2\">\n<p>As outlined in the table above, the Board of Directors satisfies the evaluation standards and achieves the following two items, allowing for the conclusion that the Board of Directors\u2019 functions as intended<\/p>\n<ul class=\"listbox_3\">\n<li>Expedited managerial decision-making and business execution<\/li>\n<li>Enhanced the Board of Directors\u2019 monitoring function<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<tr>\n<td class=\"bg04_2\">Future Initiatives<\/td>\n<td class=\"bg04_2\">\n<ul class=\"listbox_4\">\n<li>Make a thorough investigation of monitoring activities intended to achieve the Mid-term Management Plan SPEED 25\/30<\/li>\n<li>Provide more accurate, concise, and understandable Board of Directors\u2019 meeting materials<\/li>\n<li>Continued to follow new trends, such as Financial Services Agency and advisory board trends and social trends<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<p class=\"indent\">* Evaluation period: from the conclusion of the 2024 Annual General Meeting of Shareholders to the commencement of the 2025 Annual General Meeting of Shareholders<\/p>\n<\/div>\n<div class=\"mb20\">\n<h5 class=\"rsk-t\">Requirements for the Appointment of the President and CEO<\/h5>\n<p>Hodogaya Chemical requires the following qualities in selecting the President and CEO, in addition to the qualifications expected of a Director candidate: (1) possesses dignity and integrity befitting the Company\u2019s top management; (2) ability to manage the Company based on concrete facts, with a broad perspective, while recognizing social trends and change of the times; (3) capability to make rational decisions and take full responsibility for them; and (4) commitment to actively engage in the development and promotion of human resources. Based on deliberations of the Nominating and Compensation Committee, the Board of Directors makes the final resolution on the appointment of the President and CEO.<\/p>\n<\/div>\n<div class=\"mb20\">\n<h5 class=\"rsk-t\">Training for Directors<\/h5>\n<p>Upon assuming office, the Internal Directors of Hodogaya Chemical are provided with training to acquire knowledge of the roles and responsibilities expected of directors, laws and regulations, as well as compliance.<br \/>Independent Outside Directors are also provided explanations of Hodogaya Chemical\u2019s business, finances, organization, and other aspects, so that they can fulfill the roles and responsibilities expected of them when they assume office. Thereafter, they deepen their understanding of the Company by visiting offices in Japan and overseas to check on the situation.<br \/>Additionally, training sessions for directors by outside attorneys are held on a regular basis.<\/p>\n<\/div>\n<div class=\"mb20\">\n<h5 class=\"rsk-t\">Director Compensation Plan<\/h5>\n<p>Hodogaya Chemical positions its Directors\u2019 compensation plan as a priority item for corporate governance. The basic requirements in determining the compensation of Directors include: 1. Compensation linked to performance; 2. Incentives to improve corporate value; 3. Linkage to shareholder interests; and 4. Securing and retaining talented personnel. In consideration of the above, individual director compensation is paid to directors within the range approved at the General Meeting of Shareholders. Determinations on the individual compensation of directors (excluding directors who are Audit &#038; Supervisory Committee members) are made by resolution of the Board of Directors at the discretion of representative directors; however, bylaws stipulate that representative directors shall determine compensation amounts after deliberations by the Nominating and Compensation Committee, following the general composition ratio outlined herein. Directors who are Audit &#038; Supervisory Committee members receive only a fixed\u2011amount base compensation in consideration of the fact that they are not involved with executive functions.<\/p>\n<\/div>\n<div class=\"mb20\">\n<p class=\"tit_5\">Components of Director Compensation (excluding Outside Directors and Audit &#038; Supervisory Committee Members)<\/p>\n<div class=\"scrollTable\">\n<table class=\"table01 gt\">\n<thead>\n<tr>\n<th colspan=\"2\" class=\"bg02 w30\">Types of Director compensation<\/th>\n<th class=\"bg02 w10\">Payment method<\/th>\n<th class=\"bg02 w10\">Composition ratio<\/th>\n<th class=\"bg02\">Overview of Director compensation<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td colspan=\"2\">Fixed Compensation<\/td>\n<td class=\"text_m_c\">Cash Payment<\/td>\n<td class=\"text_m_c\">60%<\/td>\n<td>Compensation is paid based on each director\u2019s performance in fulfilling their duties, leadership, and execution of daily operations.<\/td>\n<\/tr>\n<tr>\n<td rowspan=\"3\">Performance-Based Compensation<\/td>\n<td>Short-Term Performance-Based Compensation<\/td>\n<td class=\"text_m_c\">Cash Payment<\/td>\n<td class=\"text_m_c\">25%<\/td>\n<td>Compensation is paid based on the Group\u2019s performance in the previous fiscal year and the individual performance of directors (including not only quantitative performance but also contributions to corporate value).<\/td>\n<\/tr>\n<tr>\n<td rowspan=\"2\">Medium- to Long- Term Performance- Based Compensation<\/td>\n<td rowspan=\"2\" class=\"text_m_c\">Stock Grant<\/td>\n<td rowspan=\"2\" class=\"text_m_c\">15%<\/td>\n<td>Compensation is paid based on the Group\u2019s medium- to long-term performance (including not only quantitative performance but also contributions to corporate value).<\/td>\n<\/tr>\n<tr>\n<td>\n<p class=\"notes\">* Paying with Company stock as consideration fosters a shared shareholder perspective. Delivering it upon a director\u2019s retirement serves as motivation for the director to enhance the corporate value of our Group during service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<\/div>\n<div class=\"mb20\">\n<p class=\"tit_5\">Total Director Compensation, etc. (FY2024)<\/p>\n<div class=\"scrollTable\">\n<table class=\"table01 gt\">\n<thead>\n<tr>\n<th rowspan=\"2\" class=\"bg02\">Type of Director<\/th>\n<th rowspan=\"2\" class=\"bg02 w14\">Total compensation<br \/>(millions of yen)<\/th>\n<th colspan=\"3\" class=\"bg02 w14\">Totals of different types of compensation (millions of yen)<\/th>\n<th rowspan=\"2\" class=\"bg02 w14\">No. of applicable<br \/>Directors<\/th>\n<\/tr>\n<tr>\n<th class=\"bg02 w14\">Base compensation<br \/>(cash)<\/th>\n<th class=\"bg02 w14\">Performance\u2011linked compensation<br \/>(cash)<\/th>\n<th class=\"bg02 w14\">Non\u2011monetary compensation<br \/>(Company stock)<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>Directors (excluding Audit &#038; Supervisory Committee Members) (excluding Outside Directors)<\/td>\n<td class=\"text_m_c\">94<\/td>\n<td class=\"text_m_c\">63<\/td>\n<td class=\"text_m_c\">17<\/td>\n<td class=\"text_m_c\">13<\/td>\n<td class=\"text_m_c\">4<\/td>\n<\/tr>\n<tr>\n<td>Directors who are Audit &#038; Supervisory Committee Members (excluding Outside Directors)<\/td>\n<td class=\"text_m_c\">15<\/td>\n<td class=\"text_m_c\">15<\/td>\n<td class=\"text_m_c\">\u2014<\/td>\n<td class=\"text_m_c\">\u2014<\/td>\n<td class=\"text_m_c\">2<\/td>\n<\/tr>\n<tr>\n<td>Outside Directors<\/td>\n<td class=\"text_m_c\">23<\/td>\n<td class=\"text_m_c\">23<\/td>\n<td class=\"text_m_c\">\u2014<\/td>\n<td class=\"text_m_c\">\u2014<\/td>\n<td class=\"text_m_c\">3<\/td>\n<\/tr>\n<tr>\n<td>Total<\/td>\n<td class=\"text_m_c\">133<\/td>\n<td class=\"text_m_c\">102<\/td>\n<td class=\"text_m_c\">17<\/td>\n<td class=\"text_m_c\">13<\/td>\n<td class=\"text_m_c\">9<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<p class=\"notes\">* Amounts are rounded down to the nearest million yen.<\/p>\n<\/div>\n<\/div>\n<div class=\"mb20\">\n<h5 class=\"rsk-t\">Approach to Conflicts of Interest and Related Party Transactions<\/h5>\n<p>Hodogaya Chemical discloses information regarding conflicts of interest and related party transactions in its Annual  Securities Report and Corporate Governance Report.<br \/>\n<br \/>The Company has historically  governed  transactions (including non-compete  transactions and transactions involving conflicts of interest) with its directors and executive  officers in compliance with applicable laws and regulations.<br \/>\n<br \/>Regarding its affiliate, KYOUDOU KASANKASUISO CORP.,  the Company provides debt guarantees for their borrowings from financial institutions. These guarantees are subject to approval by the Board of Directors.<br \/>\n<br \/>The Company reviews any related party transactions with Major shareholders, as defined under the Financial Instruments and Exchange Act, through internal approval procedures to ensure the appropriateness of the transaction terms.<br \/>\n<br \/>Currently, there are no related party transactions with Major shareholders.<\/p>\n<\/div>\n","protected":false},"excerpt":{"rendered":"<p>Board of Directors Board of Directors Held 10 times in FY2024 To enable thorough discussions based on diverse  [&hellip;]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":28,"menu_order":3,"comment_status":"closed","ping_status":"closed","template":"page.php","meta":[],"acf":[],"_links":{"self":[{"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages\/2766"}],"collection":[{"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/comments?post=2766"}],"version-history":[{"count":11,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages\/2766\/revisions"}],"predecessor-version":[{"id":4518,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages\/2766\/revisions\/4518"}],"up":[{"embeddable":true,"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/pages\/28"}],"wp:attachment":[{"href":"https:\/\/www.hodogaya.co.jp\/english\/wp-json\/wp\/v2\/media?parent=2766"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}