Corporate Governance

The Board of Directors

Board of Directors Meetings Held (FY2024)

Position

Name

Attendance at Board of Directors Meetings

(Attended / Held)

Committee Chairperson

Chairman and Representative Director

YAMADA Masao

100% (17/17)

President and Representative Director

SEKIGUCHI Akira

100% (17/17)

Director

TOBITA Minoru

100% (17/17)

Director

SUGAWARA Akira

100% (17/17)

Director

KATAGIRI Atsushi

100% (17/17)

Director

HOSONO Hiroyuki

100% (17/17)

Outside Director

KOIZUMI Yoshiko

100% (17/17)

Outside Director

SATO Kimio

100% (17/17)

Outside Director

SHIBAYAMA Atsushi

100% (17/17)

Outside Director

YAMAGUCHI Junko(*1)

100% (13/13)

(*1) The percentages of attendance for YAMAGUCHI Junko indicate those after her appointment as a committee member on June 25, 2024.

The Audit & Supervisory Board

Audit & Supervisory Board Meetings Held (FY2024)

Position

Name

Attendance at Audit & Supervisory Board Meetings

(Attended / Held)

Attendance at Board of Directors meetings

(Attended / Held)

(Committee Chairperson)

Full-time Audit & Supervisory Board member

KINOSHITA Hiroshi(*1)

100% (3/3)

100% (3/3)

Full-time Audit & Supervisory Board member (Outside Corporate Auditor)

FUKUZAWA Hajime

100% (14/14)

100% (17/17)

Committee Chairperson

Full-time Audit & Supervisory Board member (Outside Corporate Auditor)

TSUTSUMI Azusa(*2)

100% (11/11)

100% (14/14)

Part-time Audit & Supervisory Board member (Outside Corporate Auditor)

OBA Koichiro

100% (14/14)

100% (17/17)

Part-time Audit & Supervisory Board member (Outside Corporate Auditor)

KOMURO Shingo

93% (13/14)

100% (17/17)

(*1) KINOSHITA Hiroshi retired from his position at the conclusion of the 121st General Meeting of Shareholders held on June 25, 2024.

(*2) The percentages of attendance for TSUTSUMI Azusa indicate those after her appointment as a committee member on June 25, 2024.

Nominating Committee

Nominating Committee Meetings Held (FY2024)

Position

Name

Attendance at Nominating Committee

(Attended / Held)

Committee Chairperson

Outside Director

SATO Kimio

100% (5/5)

Director

SEKIGUCHI Akira

100% (5/5)

Director

KATAGIRI Atsushi

100% (5/5)

Outside Director

KOIZUMI Yoshiko

100% (5/5)

Outside Director

SHIBAYAMA Atsushi

100% (5/5)

Outside Director

YAMAGUCHI Junko(*1)

100% (3/3)

(*1) The percentages of attendance for YAMAGUCHI Junko indicate those after her appointment as a committee member on June 25, 2024.

Remuneration Committee

Remuneration Committee Meetings Held (FY2024)

Position

Name

Attendance at Remuneration Committee

(Attended / Held)

Committee Chairperson

Outside Director

SATO Kimio

100% (4/4)

Director

SEKIGUCHI Akira

100% (4/4)

Director

KATAGIRI Atsushi

100% (4/4)

Outside Director

KOIZUMI Yoshiko

100% (4/4)

Outside Director

SHIBAYAMA Atsushi

100% (4/4)

Outside Director

YAMAGUCHI Junko(*1)

100% (2/2)

(*1) The percentages of attendance for YAMAGUCHI Junko indicate those after her appointment as a committee member on June 25, 2024.

Total Remuneration for Directors and Audit & Supervisory Board Members with Subtotals for Each Type of Remuneration and Numbers of Recipients (FY2024)

Classification

Total Remuneration Paid

(Millions of yen)

Remuneration Paid by Type (Millions of yen)

Recipients

(People)

Basic Remuneration

Performance-Based Remuneration

Restricted Stock Remuneration

Directors(*)

383

216

127

39

6

Audit & Supervisory Board members(*)

6

6

1

Outside directors and outside Audit & Supervisory Board members

122

122

8

(*) Excluding outside directors and outside Audit & Supervisory Board members

Total Amount of Remuneration, etc. of Persons Whose Total Amount of Remuneration, etc. is ¥100 Million or Higher (FY2024)

(Unit : Millions of yen)

Name

Classification

Total Remuneration Paid

Remuneration Paid by Type

Basic Remuneration

Performance-Based Remuneration

Restricted Stock Remuneration

YAMADA Masao

Directors

111

67

33

9

SEKIGUCHI Akira

Directors

111

67

33

9

Cross-Shareholdings

Percentage of Shares in Cross-Shareholdings in Consolidated Equity (FY2024)

(Unit : %)

FY2020

FY2021

FY2022

FY2023

FY2024

Percentage of cross‑shareholdings

9.8

8.5

8.5

8.9

8.0

Compliance

Anti-Corruption

Status of Disciplinary Actions for Misconduct and Illegal Acts (FY2024)

In FY2024, there were no employees disciplined for misconduct, including corruption, bribery, or other illegal, unfair, or inappropriate transactions.

Political Contributions (FY2024)

In FY2024, DOWA Holdings made no political contributions.

Whistleblowing System

Status of Whistleblowing System Usage

The DOWA Consultation Desk received 22 consultations in FY2024.

Among the cases determined to require corrective measures, two are still under investigation, while all other cases have been closed.

(Unit : Cases)

FY2020

FY2021

FY2022

FY2023

FY2024

Number of Consultations

21

19

18

22

22

Status of Major Compliance Violations (FY2024)

In FY2024, there were no cases of major compliance violations that could have had a significant impact on management or severely impaired corporate value.

Prevention and Education of Harassment

Status of Harassment Prevention Training (FY2024)

Training Name

Target Participants

Number of Participants (People)

Total Time (Hours)

Harassment Prevention Training

Management employees

289

289