mandom corp.

Group Company Information

Company Profile

Corporate Governance

Basic Concept of Corporate Governance

The Company's basic concept of corporate governance is as follows:

  1. Corporate Governance Policy
    The Mandom Group's mission is co-existence, mutual growth and mutual creation with global society. Consequently, to realize our core philosophy, we are dedicated to generating stable profits by pursuing efficiency, while ensuring soundness and transparency. As a result, we look to achieve sustainable, steady growth together with consumers, society and other stakeholders.

  2. Corporate Governance Structure
    The activities of the Company are overseen by the Audit & Supervisory Board. With legal oversight from its members as the basis for corporate governance, we appoint multiple external directors to our board to reinforce our monitoring and advisory functions. By clarifying responsibilities and delegating authority under a system of supervisory and executional officers in charge of specific operations, we have created a system for the proactive and expeditious execution of operations.

Overview of the Corporate Governance Structure and Reasons for Adopting the Governance Structure

The activities of the Group are overseen by the Audit & Supervisory Board. With legal oversight from its members as the basis for corporate governance, we invite multiple external directors to sit on our board, to reinforce our monitoring and advisory functions. By clarifying responsibilities and delegating authority under a system of supervisory and executional officers in charge of specific operations, we have created a system for the proactive and expeditious execution of operations. This system ensures soundness and transparency, and appropriately pursues efficiency. The Group has also voluntarily established the Compensation Committee, more than half of whose members are external directors, as well as the Nominating Committee. Executive compensation and appointments are reviewed by these entities, and determined by the Board of Directors' resolution with close reference to the results of such reviews.

The Compensation Committee and the Nominating Committee consist of:

Chair:

Representative Director Motonobu Nishimura

Members:

Director Satoshi Nagao (external director), Director Reiko Nakayama (external director), Tsutomu Tsukada (outside expert)

The Group's corporate governance structure is shown on the below (Corporate Governance System).

Corporate Governance System

To ensure management soundness and efficiency, the Group employs an extensive range of management monitoring functions. Moreover, based on our understanding of the importance of reflecting front-line management views in decision making, the Board of Directors includes not only senior management, but also certain executive officers with special titles who are responsible for overseeing certain supervisory execution domains, and independent external non-executive directors.
In addition to establishing an Audit & Supervisory Board, we have voluntarily established advisory panels for the Board of Directors, and apply mutual checks and oversight between executive officers on the board as well as oversight and supervision from external directors.
This structure is rigorously monitored by the Audit & Supervisory Board, and we believe this approach will contribute to strengthening corporate governance.

Other Matters regarding the Corporate Governance

Under the governance structure outlined above, the Board of Directors has established basic policies for internal control to ensure appropriate operations, including the establishment and revision of internal regulations, their promulgation and thorough implementation, and the establishment of special advisory panels. Executives and employees strive to properly operate the internal control system with the Internal Audit Division and the Audit & Supervisory Board exercising rigorous oversight and supervision. In particular, the Group's Code of Conduct Promotion Committee helps to ensure management compliance by promulgating awareness of, and adherence to, our compliance standards. Our Helpline System for whistleblowers also helps to avoid and minimize risk. In addition, our Internal Audit Division ensures the trustworthiness and accuracy of our financial reporting. The division is responsible for establishing and monitoring the management of internal control systems relating to financial reporting and for carrying out internal audits. The division also submits reports as appropriate to the Board of Directors and the Audit & Supervisory Board, which review the reports on an ongoing basis and work to devise structures to implement recommendations for improvement.

With the Total Risk Management Promotion Regulations in place, the Company has formed the Total Risk Management Committee to serve as the principal vehicle for the Company's total risk management system. This committee prioritizes the management of risks that may materially impact business continuity. Accordingly, the committee promotes the preparation of manuals and focuses on identifying, analyzing and evaluating signs of the materialization of risks to quickly detect and prevent such potential risks.

The Company also has the following structures in place to ensure the proper operation of its subsidiaries:

• Structures for reporting to the Company on matters related to the execution of operations by the directors of subsidiaries
• Regulations and other structures related to managing the risk of loss at subsidiaries
• Structures for ensuring efficiency in the execution of operations by directors of subsidiaries
• Structures for ensuring the execution of duties by the directors and employees of subsidiaries are in conformance with laws, regulations and the Articles of Incorporation

Specifically, the details are as follows:

  1. We have formulated Affiliated Company Management Regulations, which apply to affiliated companies in Japan and overseas. We have positioned the Corporate Administration Division, the International Business Division.1 and the International Business Division.2 to supervise Japan and overseas subsidiaries. Through the measures described below, we seek to ensure the appropriate operations of the corporate group.

    1. 1. Guidance and supervision on subsidiaries' formulation of business plans, as well as on progress reporting and management
    2. 2. Guidance and supervision to ensure appropriateness, flexibility and efficiency in the execution of duties by subsidiaries' directors and employees through clarification of the Company's approval standards (approval, deliberation, divisional consultations by circular) for important decision making and matters of business execution
    3. 3. Guidance and supervision related to reporting (including the submission of materials and minutes of important meetings) on important decision making, matters of business execution and important occurrences
    4. 4. Monitoring by the Internal Audit Division for operational appropriateness
  2. As necessary, the Company's executives and employees serve as directors or Audit & Supervisory Board members at subsidiaries, where they monitor and advise on the compliance, efficiency and appropriateness of subsidiaries' operations, thereby ensuring the appropriate operation of the corporate group.

  3. The Company has expanded the scope of application of its Total Risk Management Promotion Regulations to include subsidiaries. Based on these regulations, the Total Risk Management Committee provides guidance and supervision on the establishment of risk management structures at subsidiaries.
    This committee prioritizes providing management guidance on risks that have the potential to significantly impact the business continuity of subsidiaries. To help avoid or minimize these risks, the committee provides guidance and supervision on the creation of manuals to respond to risks at subsidiaries.

  4. The Company has expanded the scope of application of its Code of Conduct Promotion Regulations to include subsidiaries. Based on these guidelines, the Code of Conduct Promotion Committee provides guidance and supervision on creating compliance structures at subsidiaries, as described below.

    1. 1. The Company produces and distributes the Mandom Group Code of Conduct (translated versions) for application to subsidiaries and provides guidance and supervision to ensure awareness and thorough adoption of the code.
    2. 2. The Company produces and distributes training materials related to code of conduct education that applies to subsidiaries and provides guidance and supervision on subsidiaries' conducting of code of conduct education.
  5. When the Company's Internal Audit Division conducts internal control audits of subsidiaries, the division sequentially monitors the state of awareness and entrenchment of the Mandom Group Code of Conduct and the operational status of the risk management structure.

The content of the limited liability agreement is outlined as follows:

  1. The Company has concluded agreements with external directors Satoshi Nagao and Reiko Nakayama, based on Article 427-1 of the Companies Act and Article 24-2 of the Company's Articles of Incorporation, to limit their liability for damages as defined in Article 423-1 of the Companies Act. The limit of liability for damages pursuant to these agreements is ¥10 million or the minimum amount as specified in Article 425-1 of the Companies Act, whichever is higher.

  2. The Company has concluded agreements with external Audit & Supervisory Board members, Yukihiro Tsujimura and Masahiro Nishio, based on Article 427-1 of the Companies Act and Article 32-2 of the Company's Articles of Incorporation, to limit the liability for damages as defined in Article 423-1 of the Companies Act. The limit of liability for damages pursuant to these agreements is ¥10 million or the minimum amount as specified in Article 425-1 of the Companies Act, whichever is higher.

External directors provide recommendations and advice on a broad range of items, such as management strategy and corporate governance, based on extensive expertise in practical operations and management.
The external Audit & Supervisory Board members, meanwhile, provide appropriate comments from an independent perspective about audit methods and the execution of duties by Audit & Supervisory Board members.
Where necessary, external directors and external Audit & Supervisory Board members request reports from related institutions and related departments, and exchange information as appropriate, on the content of internal audits, audits by Audit & Supervisory Board members and accounting audits. Furthermore, they use Audit & Supervisory Board Member Liaison Council meetings to closely communicate with, and hear as necessary and appropriate from, the Internal Control Division.

General Meeting of Shareholders Resolution Items That May Be Resolved by the Board of Directors

Acquisition of Treasury Stock

The Company's Articles of Incorporation provide that "in accordance with Article 165-2 of the Companies Act, treasury stock may be acquired in the market by resolution of the Board of Directors." This measure is intended as a component of expeditious capital policy.

Exemption from Liability of Directors and Audit & Supervisory Board Members

With regard to the exemption of liability for directors, the Company's Articles of Incorporation provide that "in accordance with Article 426-1 of the Companies Act, by resolution of the Board of Directors the Company may set limitations on liability for damages for directors (including former directors)." This measure is in place to ensure superior director personnel and provide an environment for proactive decision making and execution of operations, without causing directors to refrain from such duties. Furthermore, with regard to the exemption of liability for Audit & Supervisory Board members, the Company's Articles of Incorporation provide that "in accordance with Article 426-1 of the Companies Act, by resolution of the Board of Directors the Company may set limitations on liability for damages for Audit & Supervisory Board members (including former Audit & Supervisory Board members)." This measure is in place to ensure superior personnel as Audit & Supervisory Board members and provide an environment that enables Audit & Supervisory Board members to adequately fulfill the duties expected of them.

Bodies for Determining Dividends from the Surplus

The Company's Articles of Incorporation provide that "in accordance with Article 459-1 of the Companies Act, dividends of surplus may be determined by resolution of the Board of Directors except as otherwise provided by laws and ordinances." This measure is intended as a component of expeditious capital measures and dividend policy and does not eliminate the General Meeting of Shareholders' rights related to resolving dividends from the surplus.

Items Requiring Extraordinary Resolution by the General Meeting of Shareholders

The Company's Articles of Incorporation provide that items requiring extraordinary resolution by the General Meeting of Shareholders are "to be determined in accordance with Article 309-2 of the Companies Act, at a meeting attended by one-third or more of shareholders with exercisable voting rights, and approved by two-thirds or more of shareholder voting rights attending." The aim in mitigating the number of people required for extraordinary resolutions by the General Meeting of Shareholders is to ensure expeditious decision making and execution of operations.

Status of External Executives

The Company has two external directors and two external Audit & Supervisory Board members. Other than ownership of the Company's shares, no special-interest relationships exist between any of these external executives and the Company.
There are no equity or business relationships between Satoshi Nagao, External Director, and the Company, nor any other special relationships.
Reiko Nakayama, External Director, serves also as External Director (Audit & Supervisory Committee Member) of Luckland Co., Ltd., Auditing Officer of UcarPAC Co., Ltd. and External Director of Yushin Precision Equipment Co., Ltd. No equity relationships, important business relationships or other special relationships exist between the Company and each of these companies.
Yukihiro Tsujimura, External Audit & Supervisory Board member, is an attorney who concurrently serves as Representative of the Yukihiro Tsujimura Law Office. No equity relationships, important business relationships or other special relationships exist between the Company and this law office.
Masahiro Nishio, External Audit & Supervisory Board member, is a certified public accountant who concurrently serves as Outside Corporate Auditor of Shimadzu Corporation and SUMCO Corporation and Director of Nishio CPA Firm. No equity relationships, important business relationships or other special relationships exist between the Company and Shimadzu Corporation, SUMCO Corporation or Nishio CPA Firm.
By appointing external directors and external Audit & Supervisory Board members who have no special-interest relationships with the Company and are highly independent of the Company, the Company aims to reinforce its corporate governance and augment the Group's overall management quality. The Company has formulated the Standards for the Independence of Independent Outside Executives shown below. The above-mentioned external directors and external Audit & Supervisory Board members satisfy these standards and the Tokyo Stock Exchange's independence criteria. The Company has notified the Tokyo Stock Exchange that all of these executives are independent executives.

Standards for the Independence of Independent Outside Executives

The Company has formulated the following standards related to independence with respect to its selection of candidates as independent outside executives (external directors and external Audit & Supervisory Board members designated by the Company as independent outside executives).

Further Information

Candidates must satisfy the various conditions for external directors and external Audit & Supervisory Board members based on the Companies Act. Individuals to whom additionally none of the following apply are considered to satisfy the Company's independence standards.

  1. A person executing the business (*1) of the Company or an affiliated company (*2) of the Company (below, referred to collectively as the "Mandom Group")

  2. An entity that is a major supplier (*3) of the Mandom Group or a person executing the business (*1) of such an entity

  3. A major customer of the Mandom Group (*4) or a person executing the business (*1) of such a partner

  4. A major shareholder that holds 10% or more of the total voting rights of the Company, either directly or indirectly, or a person executing the business (*1) of such a shareholder

  5. An entity in which the Mandom Group holds 10% or more of the total voting rights, either directly or indirectly, or a person executing the business (*1) of such an entity

  6. An entity that has received annual donations of ¥10 million or more from the Mandom Group in the most recent business year or an entity that belongs to such a corporation or other organization

  7. A consultant, accountant or legal professional who receives a large amount of monetary consideration or other property (*5) other than executive compensation from the Mandom Group (or, if the party receiving such property is a corporation or other organization, a person who belongs to that organization)

  8. A person who belongs to the audit firm that is independent auditor for the Mandom Group

  9. If a person executing the business (*1) of the Mandom Group serves as an external executive of another company, a person executing the business(*1) of that company

  10. People to whom item 1 above has applied in the past

  11. People to whom one of items 2 to 9 has applied in the past year

  12. The spouse, second-degree or closer relative, cohabiting relative or person who shares the livelihood of any of those below

    1. (1) A director, Audit & Supervisory Board member or important person executing the business (*6) of a company in the Mandom Group
    2. (2) A person to whom the above items 2 to 5 or 9 apply (if a person executing business, only if an important person executing the business (*6))
    3. (3) An individual or, if a person who belongs to a company or other organization, an important person executing the business (*6), to whom the above item 6 applies
    4. (4) An individual or, if a person who belongs to a company or other organization, an important person executing the business (*6), to whom the above item 7 applies
    5. (5) A certified public accountant and important person executing the business (*6) belonging to an audit firm to which the above item 8 applies
  1. (*1)
    Person executing business: A director (excluding external director), trustee (excluding external trustee), operating officer, corporate operating officer or employee executing operations for a company or other organization
  2. (*2)
    Affiliated company: An affiliated company as provided in Article 2-3-22 of the Ordinance on Company Accounting
  3. (*3)
    Entity that is a major supplier of the Mandom Group:
    1. A business partner group (business partner or its affiliated company (*2)) that provides products or services to the Mandom Group, with such business partner group providing to the Mandom Group in the most recent business year products or services that account for more than 2% of that business partner group's consolidated net sales in the most recent business year or the current business year
    2. A business partner group whose financing provided to the Mandom Group as of the close of the most recent business year exceeds 2% of consolidated total assets of the business partner group as of the end of its most recent business year
  4. (*4)
    Major customer of the Mandom Group:
    1. A customer to which the Mandom Group provides products or services and for which the products or services provided by the Mandom Group account for more than 2% of consolidated net sales of the Mandom Group in the most recent business year or the current business year.
    2. A business partner group to which the Mandom Group provides financing that exceeds 2% of consolidated total assets of the Mandom Group as of the close of the most recent business year
  5. (*5)
    Large amount of monetary consideration or other property:
    For an individual, monetary consideration or other property corresponding to ¥10 million or more per year; if a company or other organization, monetary consideration or other property corresponding to 2% or more of that organization's total annual revenue
  6. (*6)
    Important person executing the business: Persons executing the business in item (*1) above who are senior executives (general manager class) or higher

Mutual Coordination Between Supervision or Audits by External Directors or External Audit & Supervisory Board Members, and Internal Audits, Audits by Audit & Supervisory Board Members and Accounting Audits; As Well As Relationships with the Internal Control Division

External directors provide recommendations and advice on a broad range of items, such as management strategy and corporate governance based on extensive expertise in practical operations and management.
The external Audit & Supervisory Board members provide appropriate comments from an independent perspective about audit methods and the execution of operations by Audit & Supervisory Board members.
For information, external directors and the Audit & Supervisory Board regularly meet for information exchange.
Where necessary, external directors and external Audit & Supervisory Board members request reports from related institutions and related departments on the content of internal audits, audits by Audit & Supervisory Board members and accounting audits, and exchange information appropriately. Furthermore, they use Audit & Supervisory Board Member Liaison Council meetings to closely communicate with, and hear as necessary and appropriate from, the Internal Control Division.

Status of Audits by Audit & Supervisory Board Members

The Company's Audit & Supervisory Board comprises four members: two standing Audit & Supervisory Board members from within the Company and two external Audit & Supervisory Board members. The Audit & Supervisory Board meets monthly in principle; during the fiscal year under review, the board met 14 times.
Audit & Supervisory Board members perform their audit activities in accordance with the audit policies defined in the Audit & Supervisory Board Regulations and the Standards for Audits by Audit & Supervisory Board members; attend important meetings (Board of Directors, Management Council, Executive Board) to express opinions as necessary; conduct visiting audits to principal business locations in Japan and affiliated companies overseas; and offer advice to the representative director as appropriate. With regard to accounting audits, members conduct the required audits of monthly financial materials submitted by the Financial Division, and receive audit planning reports (at the beginning of fiscal year) and regular accounting audit reports from the accounting auditor.
The Company has formulated the Regulations for Ensuring the Effectiveness of Audits by Audit & Supervisory Board members. These regulations clearly state the reporting obligations and methods by directors and employees to Audit & Supervisory Board members, as well as their obligation to cooperate with audits by the Audit & Supervisory Board members. Under these regulations, the Company has a framework in place for effective audits by Audit & Supervisory Board members. In addition, the Audit & Supervisory Board Member Liaison Council (attended by members of the Audit & Supervisory Board, Internal Audit Division, General Administration Division, Legal Affairs Division, Corporate Management Division and Financial Division) meets monthly. As necessary, Audit & Supervisory Board members also exchange information and conduct hearings with the accounting auditor, directors of affiliated companies, Internal Audit Division and heads of other departments to boost audit effectiveness and efficiency.

Status of Internal Audits

The Company has an Internal Audit Division in place to audit the appropriateness of business processes, the efficiency of organizational management, the effectiveness of internal controls, and the appropriateness of accounting, including for affiliated companies inside and outside Japan. The division's activities include auditing the execution of operations of the Company's various departments and affiliated companies inside and outside Japan, and their compliance with laws and internal regulations. The division submits reports of each of its audits to the president executive officer and directors in charge, and reports the content of these audits to the Board of Directors and the Audit & Supervisory Board. With regard to accounting audits, the division verifies the monthly, quarterly and year-end financial statements submitted by the Finance Division. In addition, the person responsible for the Internal Audit Division attends as a standing member at the Audit & Supervisory Board Member Liaison Council (described above), exchanging information with the Audit & Supervisory Board members and communicating with other departments to verify the status of improvement and operation of internal control systems.

Status of Accounting Audits

  1. Name of auditing corporation
    Deloitte Touche Tohmatsu LLC

  2. Certified public accountants assigned to audit operations
    Designated limited liability partner:
    Shojiro Yoshimura, Engagement Partner
    Designated limited liability partner:
    Hideyuki Hirata, Engagement Partner
    Designated limited liability partner:
    Tadatomo Node, Engagement Partner

  3. Structure of personnel assisting with accounting audit operations
    The Company's personnel assisting with accounting audit operations are nine certified public accountants, five CPA examination passers, and four others.

  4. Policy and reason for auditing corporation selection
    As for external accounting auditors, the Company's Audit & Supervisory Board selects an auditing corporation --which is a member of a global accounting firm --with a certain number of certified public accountants, based on whether the audit corporation has a track record of auditing many listed companies (audits under the Companies Act and under the Financial Instruments and Exchange Act). Deloitte Touche Tohmatsu LLC ensures the validity of its audit plan and method, and audit implementation system, as well as smooth communication with the Company's management (directors, etc.), the Audit & Supervisory Board and the Internal Audit Division.

  5. Auditing corporation evaluation by the Audit & Supervisory Board and its members
    The Company's Audit & Supervisory Board and its members cooperate with the Financial Division and the Internal Audit Division to determine whether to reappoint the auditing corporation by evaluating the auditing corporation for the following items: (1) the auditing corporation's quality control, (2) the audit team's independence, (3) level and validity of audit fees, (4) communication with Audit & Supervisory Board members, (5) communication with the management and the Internal Audit Division, (6) the group audit structures, and (7) consideration to risks of fraud.

Breakdown of Audit Fees

Transitional measures apply to the provisions prescribed in sections (56) d (f) i to iii of Points in Attention Concerning Preparation of Form 2 in the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. revised under the Cabinet Office Ordinance Partially Amending the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. (Cabinet Office Order No. 3 of January 31, 2019).

  1. Breakdown of remuneration paid to certified public accountants, etc. for auditing

    Classification Previous consolidated fiscal year Current consolidated fiscal year
    Remuneration for audit certification services
    (millions of yen)
    Remuneration for non-audit services
    (millions of yen)
    Remuneration for audit certification services
    (millions of yen)
    Remuneration for non-audit services
    (millions of yen)
    Submitting company 38 - 46 9
    Consolidated subsidiary - - - -
    Total 38 - 46 9
    Classifi
    cation
    Previous consolidated fiscal year
    Remune
    ration for audit certifi
    cation services
    (millions of yen)
    Remune
    ration for non-audit services
    (millions of yen)
    Submitting
    company
    38 -
    Consoli
    dated subsidiary
    - -
    Total 38 -
    Classifi
    cation
    Current consolidated
    fiscal year
    Remune
    ration for audit certifi
    cation services
    (millions of yen)
    Remune
    ration for non-audit services
    (millions of yen)
    Submitting
    company
    46 9
    Consolidated
    subsidiary
    - -
    Total 46 9

    Non-audit services at the Company include advisory and guidance services on development of group accounting basis for the current consolidated fiscal year.

  2. Breakdown of other important remuneration
    (Previous consolidated fiscal year)
    The Company and its consolidated subsidiaries paid remuneration for audit certification services to local members of Deloitte Touche Tohmatsu, which belong to the same network as certified public accountants, etc. for auditing the Company.
    Among others, PT Mandom Indonesia Tbk, a consolidate subsidiary of the Company, paid remuneration of 1.937 billion rupiah for audit certification services.

    (Current consolidated fiscal year)
    The Company and its consolidated subsidiaries paid remuneration for audit certification services to local members of Deloitte Touche Tohmatsu, which belong to the same network as certified public accountants, etc. for auditing the Company.
    Among others, PT Mandom Indonesia Tbk, a consolidate subsidiary of the Company, paid remuneration of 1.937 billion rupiah for audit certification services.

  3. Policies for determining audit fees
    The Company determines audit fees to certified public accountants, etc. for auditing, upon agreement by the Audit & Supervisory Board and resolution by the Board of Directors, through validation of work volume (hours) and audit team members with reference to the auditing corporation's audit fee estimation based on the audit plan developed on its past audit performance record.

  4. Reason for the Audit & Supervisory Board's agreement on remuneration to accounting auditors
    The Company's Audit & Supervisory Board agrees on remuneration to accounting auditors through discussion by comparing with their past audit performance records based on the validation of the audit plan, work volume (hours) and audit team members to ensure that the accounting auditors perform a high-quality audit.

Matters regarding Policy and Calculation Method for Determining Executive Compensation Amounts

In addition to ensuring soundness and transparency, the Company's compensation policy for operational executive directors is aimed at the appropriate pursuit of efficiency, leading to the achievement of management plans and the enhancement of corporate value. To this end, the Company sets an amount of fixed compensation to ensure steady devotion to their duties. In addition, a certain amount of performance-linked variable compensation is provided to serve as an incentive to a higher level of motivation. The Company's policy strikes a balance between these two. Fixed compensation amounts are set at appropriate levels by referring to third-party data. These amounts differ according to executive rank and Group management responsibilities. Performance-linked variable compensation is linked to single-year and medium- to long-term performance at an appropriate ratio. For single-year performance, annual payment amounts are set to reflect performance with reference to the Company's performance in the preceding fiscal year and achievement of planned targets, and to the business plan for the current fiscal year (amounts paid to individual operational executive directors are based on evaluation of their individual performance). Medium- to long-term performance is linked by restricted stock compensation (in principle, the amount will correspond to compensation for performance of duties in the first year of the three fiscal years covered by mid-range planning).
Compensation for non-executive directors (excluding external directors) is composed solely of fixed compensation.
Compensation for Audit & Supervisory Board members is set at an appropriate level that reflects their important role and responsibility for conducting rigorous legal audits that form the basis of compliance management for the Group and improve corporate value. As the role and responsibility of Audit & Supervisory Board members is to conduct rigorous legal audits unrelated to the Company's operating performance, their compensation is composed only of fixed compensation, which is not affected by operating performance.

The Compensation Committee, a majority of whose members are external executives, deliberates and recommends director compensation amounts. Based on these results, the Board of Directors resolves compensation amounts within the scope approved by the General Meeting of Shareholders. The Compensation Committee also deliberates and makes recommendations on policies related to determining director compensation. The Board of Directors then resolves the policies based on these results. In addition, at the 101st Annual General Shareholders' Meeting held on June 22, 2018, a restricted stock compensation plan was approved for implementation by the Company's directors (excluding external directors) to grant incentives and to further promote shared value with shareholders for the improvement of the Company's sustained corporate value.
Audit & Supervisory Board member compensation amounts are determined through deliberation among the Audit & Supervisory Board members, including two external members, in comprehensive consideration of the capabilities and audit experience of individual members and third-party data. Policies for determining Audit & Supervisory Board member compensation amounts are also decided through deliberation among the Audit & Supervisory Board members, including two external members.

Total Amount of Compensation by Executive Category, Total Amount by Type of Compensation, and Eligible Number of Executives

Executive category Total amount
of compensation
(millions of yen)
Total amount by type of compensation
(millions of yen)
Eligible
number of
executives
Fixed Performance-linked
compensation
Directors
(excluding external directors)
258 163 95 6
Audit & Supervisory Board members
(excluding external Audit &
Supervisory Board members)
36 36 - 2
External directors 24 24 - 2
External Audit &
Supervisory Board menbers
14 14 - 2
Executive
category
Total amount
of compen
sation
(millions of yen)
Eligible
number of
executives
Directors
(excluding external directors)
258 6
Audit & Supervisory
Board members
(excluding external Audit &
Supervisory Board members)
36 2
External directors 24 2
External
Audit &
Supervisory Board menbers
14 2
Executive
category
Total amount by type
of compensation
(millions of yen)
Fixed Performance-linked
compensation
Directors
(excluding external directors)
163 95
Audit & Supervisory
Board members
(excluding external Audit &
Supervisory Board members)
36 -
External directors 24 -
External
Audit &
Supervisory Board menbers
14 -

Total Amount of Compensation, Etc. for Executives Receiving More Than 100 Million Yen

Name Total amount of compensation
(Millions of yen)
Executive classification Company division Total by type of compensation
(one million yen)
Fixed compensation Performance-linked compensation
Motonobu Nishimura 104 Director Submitting company 60 44
Name Total amount of compen
sation
(Millions of yen)
Executive classifi
cation
Motonobu Nishimura 104 Director
Company division Total by type of compensation
(one million yen)
Fixed compen
sation
Performance-
linked compen
sation
Submitting company 60 44

Compliance

Rather than relying on external standards and adopting a passive compliance stance that "as long as we are legally compliant, all is fine," the Mandom Group sets voluntary standards that exceed legal requirements, taking an independent and proactive stance toward protecting consumer safety and benefits.
We established the Mandom Group Code of Conduct (revised 5 times since establishment in 1999) as a common compliance program that should always keep in mind to embody our corporate philosophy.
The Code of Conduct Promotion Committee was established to be in charge of promoting the Code of Conduct throughout the Mandom Group. This committee leads compliance education and awareness activities.
In December 2002, we introduced the Helpline System (which was expanded to cover business partners in 2007) to give employees, or "whistleblowers," a chance to inform us when they notice any laws being broken at work. This allows us to quickly discover non-compliance and subsequently prevent problems before they occur. Under this system, the anonymity of whistleblowers is protected and retaliatory measures against them are strictly forbidden.

The Helpline System

In December 2002, Mandom Corporation introduced the whistleblower system "Helpline System" for early detection, prevention of occurrence and prevention of recurrence of risks relating to violations of laws and social norms. This is a system receiving reports and consultation from employees when they observe in their workplace any acts that break or are at risk of breaking laws or our Code of Conduct. The Code of Conduct Promotion Committee, which includes external members (corporate legal advisors), serves as the point of contact. The whistleblowers are protected against retaliatory measures or disadvantageous consequences due to their action.
In September 2007, the System was expanded to cover business partners of Mandom Group companies in Japan.
Business partners who become aware of directors or employees of Group companies in Japan engaging in acts that are not compliant or are at risk of non-compliance of Mandom Corporation and Group companies or its directors and employees are requested to report these to the Helpline, using the procedure described below. When the report of such a case is received, the Code of Conduct Promotion Committee will take the lead in investigating the case, identifying the causes, preventing non-compliant acts, prohibiting them, preventing their recurrence and finding resolutions to problems.

Further Information

  1. Business partners who can access the Helpline System are suppliers, customers and other business associates of Mandom Corporation and Group companies operating in Japan.

  2. We request business partners reporting cases by revealing the real name, not by using anonymity to perform the fair investigation.

  3. The case and their details that are reported (including personal information such as the name of the whistleblower) will only be placed in the possession of our investigators (Code of Conduct Promotion Committee) and will not be used for purposes other than the investigation and subsequent actions arising from the respective reports on non-compliance.

  4. The Group will not put the whistleblower to any disadvantage due to the reporting of the case and will not request business partners to which the whistleblower belongs to disadvantage the whistleblower in any way. However, this guarantee will not apply to any unfair reporting that is libellous, slanderous or in any other way contrary to the purpose of the Helpline System (avoidance and minimization of risks about violations of laws and social norms).

  5. We will receive report by phone, fax, email or letter. Please refer to the specimen case report form attached. Insofar as possible, please report your case using this format. When we receive the report, the Helpline will contact you for confirmation of the fact. Please ensure that you clearly state your contact details and methods.


Contact Details (for use only by business partners)

5-12, Juniken-cho, Chuo-ku, Osaka 540-8530, Japan
Mandom Corporation
Code of Conduct Promotion Committee Helpline

Helpline email address:
mandom-helpline@mandom.com


Mandom Group Helpline Report Form

Mandom Group Helpline Report Form