——Category/NameIndependentHiroko WadaOutside DirectorAttendanceBoard meeting 7/7Hirokazu YamuraOutside DirectorAttendanceBoard meeting 7/7Celso GuiotokoOutside DirectorAttendanceBoard meeting 7/7Hiroshi YoshiokaOutside Director(serving on the Audit &Supervisory Committee)AttendanceBoard meeting 7/7Nami HamadaOutside Director(serving on the Audit &Supervisory Committee)AttendanceBoard meeting 7/7Audit and SupervisoryCommittee meeting 5/5Stacy ApterOutside Director(serving on the Audit &Supervisory Committee)New appointmentSanket RayOutside Director(serving on the Audit &Supervisory Committee)New appointmentoutsidedirectorsThe Company has appointed Hiroko Wada as a Director (Outside Director) in order for her to utilize, for the management of the Company, the considerable experiences and global knowledge she has gained thus far as officer at The Procter & Gamble Company and as Representative Director at Toys“R”Us Japan Ltd. As no special vested interest exists between the individual and the Company, the Company deems that no risk of conflict of interest with general shareholders exists and has appointed the individual as an independent director.The Company proposes to appoint Hirokazu Yamura as a director (outside director) with the expectation that he will apply his wealth of management expertise and global understanding obtained as Representative Director & President of Michinoku Coca-Cola Bottling Co., Ltd. While the Company has the business relationship noted below with the corporate group of said company, the transaction value is small and transaction prices and other conditions are conducted under appropriate conditions in the same manner as with other business partners. The Company believes that its free business activities will not be hindered by the corporate group of said company. Accordingly, as there is no risk of significant impact from said company, the Company deems that no risk of conflict of interest with general shareholders exists and has appointed the individual as an independent director.Relationship with the Company: The Company has a business relationship with Michinoku Coca-Cola Bottling Co., Ltd. that includes buying and selling of products. (Sales, etc.: 0.4% of the consolidated revenue of the Company; Purchasing, etc.: 0.3% of the consolidated revenue of said company)The Company has appointed Celso Guiotoko as a director (outside director) in order for him to utilize, for the management of the Company, the considerable experiences and global knowledge he has gained thus far at Nissan Motor Co., Ltd. and Nishimoto Co., Ltd. As no special vested interest exists between the individual and the Company, the Company deems that no risk of conflict of interest with general shareholders exists and has appointed the individual as an independent director.Hiroshi Yoshioka has extensive management experience and global knowledge cultivated at Coca-Cola Bottler in Japan and at Sony Corporation. He is expected to offer advice based on his abundant experience as a company manager and his knowledge, in areas of important management decisions of the Company, response to foreseeable risks, internal control systems, etc. Accordingly, the Company has appointed him as an outside director who is an Audit & Supervisory Committee member. As no special vested interest exists between the individual and the Company, the Company deems that no risk of conflict of interest with general shareholders exists and has appointed the individual as an independent director.Nami Hamada has extensive experience in finance and accounting, including managing a finance-related consulting company herself, and has abundant experience and global insights cultivated on the corporate management team of Lehman Brothers Japan as well as management oversight experience as an outside director of SHIMADZU CORPORATION and MetLife Insurance K.K. She is expected to offer advice based on her abundant experience as a company manager and her knowledge in the field of finance, in areas of important management decisions, response to foreseeable risks, internal control systems, etc. Accordingly, the Company has appointed her as an outside director who is an Audit & Supervisory Committee member. As no special vested interest exists between the individual and the Company, the Company deems that no risk of conflict of interest with general shareholders exists and has appointed the individual as an independent director.Stacy Apter is Vice President, Treasurer and Corporate Finance at The Coca-Cola Company. She has displayed strong leadership, particularly in the areas of global financial risk supervision and corporate risk management and has abundant management experience as part of the company’s management team, including in terms of providing support to the Board of Directors. She is expected to offer advice based on her abundant experience in finance and risk management, in areas of important management decisions, response to foreseeable risks, internal control systems, etc. Accordingly, the Company has appointed her as an outside director who is an Audit & Supervisory Committee member.Relationship with the Company: The Company has concluded contracts concerning the production, sales, trademark usage, etc. of Coca-Cola, etc., with The Coca-Cola Company.Sanket Ray is president of the India and Southwest Asia Unit at The Coca-Cola Company. He has displayed strong leadership, particularly in commercial roles, at the company and has extensive management experience at the Company’s business units in Asia. He is expected to offer advice based on his abundant experience as a global company manager, in areas of important management decisions, response to foreseeable risks, internal control systems, etc. Accordingly, the Company has appointed him as an outside director who is an Audit & Supervisory Committee member.Relationship with the Company: The Company has concluded contracts concerning the production, sales, trademark usage, etc. of Coca-Cola, etc., with The Coca-Cola Company.Three of the Company’s five directors (excluding directors who are Audit & Supervisory Committee members), and the four directors who are Audit & Supervisory Committee members, are outside directors.As outside directors, the Company nominates persons who are considered to contribute significantly to increasing the corporate value of the Company. Moreover, if it has been determined through investigation by the Company within the scope of reason that none of the criteria apply to the Company’s outside directors, the Company will deem outside directors to possess sufficient independence from the Company.Corporate Governance (As of March 28, 2023)If none of the criteria below apply, the Company considers the director to have sufficient independence.● An employee and/or executive of the Company and/or a subsidiary within the past 10 years● A person and/or executive who had a significant business relationship with the Company within the past one year*1● An employee and/or executive of the company who had a significant business relationship with the Company within the past one year*1● A consultant, certified public accountant, attorney, etc. who has received significant compensation from the Company other than executive compensation within the past one year*2● An entity or executive thereof who has received a significant donation from the Company within the past one year*2● A close relative of any of the above*3*1 If the transaction between the Company and the person and/or the company exceeds 2% of the Company’s consolidated revenue in the latest fiscal year, this will be considered significant *2 If the annual amount of compensation or donation to the person/entity exceeds JPY 10 million, this will be considered significant *3 Within the second degree of kinshipReasons for appointment (Positions etc. are as of the time of appointment)Reasons for appointment of outside directorsAppointment of outside directorsStandards for determination of independence of outside directors77
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