味の素（2802） – Corporate Governance Report

Corporate Governance Report CORPORATE GOVERNANCE Ajinomoto Co.,Inc. Final Update: May 24, 2022 Ajinomoto Co., Inc. Taro Fujie, Representative Executive Officer, President & Chief Executive Officer Contact: Corporate Planning Dept. +81-3-5250-8111 Securities code: 2802 https://www.ajinomoto.com/ The corporate governance of Ajinomoto Co., Inc. (the “Company”) is described below. Ⅰ. Basic policy on corporate governance and capital structure, business attributes and other basic information 1. Basic Policy Maintaining the founding philosophy of improving nutrition of general public by using umami seasonings to make a simple diet tasty, the Ajinomoto Group as an “Solution-Providing Group of Companies for Food and Health Issues” has achieved growth since its establishment in a consistent manner through initiatives to co-create social value and economic value by conducting business. These kinds of initiatives have been named ASV (The Ajinomoto Group Creating Shared Value) and ASV is positioned at the core of our management policy (hereinafter, “ASV Management”). To realize our 2030 vision of becoming a company that “contributes to greater wellness for people worldwide, unlocking the power of amino acids to resolve the food and health issues associated with dietary habits and aging,” we will continue to endeavor to strengthen corporate governance by advancing ASV Management. The Ajinomoto Principle on Corporate Governance is disclosed at the website below. This principle enables stakeholders to easily understand the Ajinomoto Group’s continued efforts for strengthening its corporate governance in ASV Management, serves as a mainstay in cultivating dialogue and coordination, and is resolved by the Board of Directors. https://www.ajinomoto.co.jp/company/en/ir/strategy/corp_gov/main/0/teaserItems1/03/linkList/03/link/principle_E.pdf [Reasons for non-compliance with the principles of the Corporate Governance Code] Ajinomoto Co., Inc. (“we,” “our,” “us,” or the “Company”) implements each principle of the Corporate Governance Code, and discloses them in the Ajinomoto Principle on Corporate Governance and other documents. [Disclosures required by the principles of the Corporate Governance Code] Ajinomoto Co., Inc. implements each principle of the Corporate Governance Code, and discloses them in the Ajinomoto Principle on Corporate Governance and other documents. [Principle 1.4] (Cross-Shareholdings) is set out in “Chapter 3.4: Cross-Shareholdings” of the Ajinomoto Principle on Corporate Governance. In FY2021, we will retain 30 different stocks from our clients, five different stocks from financial institutions, and one other type of stocks. [Principle 1.7] (Related Party Transactions) is set out in “Chapter 3.6: Related Party Transactions” of the Ajinomoto Principle on Corporate Governance. Basic Principle “4. Fair and Transparent Transactions” of the Ajinomoto Group Policies (hereinafter, “AGP”) is disclosed on the following website: https://www.ajinomoto.com/sustainability/agp/ Group Shared Policy on Procurement is disclosed on the following website: https://www.ajinomoto.com/sustainability/agp/procurement.php [Supplementary Principle 2.4.1] (Ensuring Diversity, Including Active Participation of Women) (1) The Ajinomoto Group believes that promoting diversity and inclusion (hereafter D&I) is an important part of management strategy for creating innovation based on a foundation of diverse talents. To gather diverse talents, we value diversity in gender, age, nationality, and individual professional experiences. “6. Human Resources Training and Ensuring Safety” in AGP is disclosed on the following website: https://www.ajinomoto.com/sustainability/agp/ “Group Shared Policy on Human Resources” is disclosed on the following website: https://www.ajinomoto.com/sustainability/agp/human-resources.php Our approach for diverse talents is disclosed on the following website: https://www.ajinomoto.com/sustainability/materiality/diverse_talent.php Our D&I philosophy is disclosed on the following website: https://www.ajinomoto.com/sustainability/pdf/2021/SDB2021en_talent.pdf#page=9 (2) The Ajinomoto Group has included the ratio of female directors and line managers (organization heads or general managers) as a priority KPI. (3) We assign female managers equitably and fairly depending on their ability. The percentage of female managers (Group total) is 26% as of March 2021. Whereas, the percentage of female managers in Ajinomoto Co., Inc. (only) is 11% as of Mar 2021. We are actively promoting women for managerial posts raising the ratio of female directors and line managers (organization heads or general managers) to 30% by fiscal 2030, upon strengthening forming a preliminary candidate group of female potential leaders in all job titles (directors, organization heads, general managers, managers and pre-managerial positions). (4) Regarding assignment of employees those of non-Japanese nationality, we hire and promote diverse human resources equitably and fairly in accordance with AGP. The percentage of Officers of non-Japanese nationality (Group total) is 28% as of March 2021. The percentage of locally hired overseas executives in core affiliated companies is 39% as of March 2021. Whereas, the percentage of managers those of non-Japanese nationality is 0.2% as of March 2021. We will promote the assignment of employees those of non-Japanese nationality for managerial posts while expanding business domains along with our growth strategies and expanding and strengthening our businesses in new areas. (5) We assign midcareer hires equitably and fairly the same as new graduate. The ratio of midcareer hires in managerial positions in Ajinomoto Co., Inc. is 13% as of March 2021. The percentage of managers in midcareer hires is 42% (Ajinomoto Co., Inc. only) compared with new graduate in which percentage is 39%. We are actively promoting midcareer hires for managerial posts equivalent or higher than new graduate. 1 (6) As one of the events promoting the inclusion of diverse talents, the Ajinomoto Group sets organizational and individual goals of solving issues together with our customers and standardize the plan-do-check-action (PDCA) cycle of management using the operational excellence (OE) method. Beginning with dialogue with the CEO and General Managers of business or corporate divisions, employees involves setting personal goals linked with the organization’s goals. During this process, we utilize OE methods to ensure employees feel a keen sense of contributing to issue solving and value creation, and quantify the results of value improvement, viewing not only consumers but also other divisions in the company’s value chain as customers. In addition, by sharing goals within each organization through the personal goal presentation, we foster a culture where employees tackle challenges while embracing our vision. We also actively share and commend best practices. The employee engagement score on the annual engagement survey is used as an important KPI, from which we track trends in the ASV engagement of employees and then reflect any issues identified in the survey results in next year’s plan. (7) We continue to consider our human capital strategy for the mid-to-long term enhancement of corporate value and will disclose it forthwith. [Principle 2.6] (Fulfilling Our Function as the Asset Owner of Corporate Pensions) In order to boost the Company’s investment expertise to enable it to fulfill its function as an asset owner, on the personnel side, Ajinomoto Co., Inc. will appoint persons with specialist skills and knowledge when it comes to pension investment to serve as corporate fellows in charge of the investment, and will also appoint outside advisors to supplement their specialist skills and knowledge. Furthermore, on the managerial side, we will carry out initiatives such as having our Asset Investment Review Committee monitor the investment status as needed. [Principle 3.1] (Full Disclosure and Transparency) (1) Our philosophy and promise are disclosed on the following website: https://www.ajinomoto.com/aboutus/group Vision for 2030 and the Medium-term Management Plan for 2020-2025 is disclosed on the following website: https://www.ajinomoto.co.jp/company/en/ir/event/medium_term.html (2) Our basic views on corporate governance are the same as that found in “I.1 Basic Views” in this report. (3) The policy and procedures used by the Board of Directors for determining the compensation of directors are the same as those found in “II.1 [Compensation for Directors and Executive Officers (Shikkoyaku)] Policy on Determining Compensation Amounts and Calculation Methods” in this report. (4) Details on the election and dismissal of directors are set out in “Chapter 5.1: Selection and Dismissal” of the Ajinomoto Principle on Corporate Governance. (5) The reason for electing directors is the same as that found in Proposal No. 3 “Election of 11 Directors” of the General Meeting of Shareholders’ reference documents from the Notice of Convocation of the 143rd Ordinary General Meeting of Shareholders. The Notice of Convocation of the 143rd Ordinary General Meeting of Shareholders is disclosed on the following website: https://www.ajinomoto.co.jp/company/en/ir/stock/statue/main/02/teaserItems1/00/linkList/0/link/143ENG.pdf The reason for electing Outside Director candidates is the same as that found in “II.1 [Outside Directors] Outside Directors’ Relationship with the Company (2)” in this report. [Supplementary Principle 3.1.3] (Disclosure of Initiatives on Sustainability) Climate change is a pressing global issue, and is one of the key issues we face as it has a significant impact on the Ajinomoto Group’s business and strategy. As climate change progresses, we expect risks such as difficulty in sourcing raw materials. The Ajinomoto Group sees climate change as both a significant risk and an opportunity across the company, and is considering measures in terms of governance, risk management, strategy, and metrics and targets. We are aiming to reduce our environmental impacts over the entire lifecycle. In addition to promoting energy-saving activities and the use of renewable energy, we are participating in international initiatives, and we aim to solve problems by cooperating internally and externally. (1) Governance The Ajinomoto Group strictly adheres to AGP, which describes the way of thinking and behavior to be followed by each company in the Ajinomoto Group and its officers and employees. In addition to continuing to work on the development of internal control systems and their proper operation, the Ajinomoto Group has strengthened its system for considering sustainability, including our response to climate change, as an active risk-taking system, and is continuously increasing corporate value. The Board of Directors has established a system for recommending the Ajinomoto Group’s approach to sustainability and ESG from a multi-stakeholder perspective, including the establishment of a Sustainability Advisory Council, and has decided on materiality items for sustainability to guide ASV Management, including those related to climate change. In order to improve the Ajinomoto Group’s corporate value in terms of sustainability, the Sustainability Advisory Council examines and reports to the Board of Directors with the aim of making recommendations on the Ajinomoto Group’s approach to sustainability from a multi-stakeholder perspective. An advisory meeting is held semi-annually and the discussions are actively publicized through the publication of the minutes on the company website and press releases. The Board of Directors received two reports from the Sustainability Advisory Council in fiscal 2021. The Executive Committee has established a Sustainability Committee to select and extract “groupwide management-level risks and opportunities,” including those related to climate change, and to establish a system for evaluating the degree of impact, formulating measures, and managing progress. The Executive Committee received four reports from the Sustainability Committee in fiscal 2021. The Sustainability Committee also made four similar reports to the Board of Directors. (2) Risk Management The Ajinomoto Group recognizes risk management as a key internal control tool and risk management is part of the Ajinomoto Group’s management responsibilities. In conjunction with the Ajinomoto Group’s management strategy and individual business strategies, the Ajinomoto Group has taken the necessary measures to enhance its responsiveness to significant risks. The Ajinomoto Group identifies and summarizes the Groupwide risks that need to be managed cross-organizationally, taking into account the business environment and the political, economic, and social conditions around the world. Key risks include global climate change risks and water-related risks since our key raw materials are dependent on water. We believe that promoting strategic risk management will make the Ajinomoto Group more risk-resistant and contribute to increasing the value of the Ajinomoto Group. The Sustainability Committee develops Groupwide responses to materiality issues identified as Groupwide risks, and regularly monitors and manages the status of our responses to risks. The Ajinomoto Group’s climate-related risks and opportunities are assessed based on scenario analysis. We develop a business continuity plan for each site, identify risks specific to each site, including climate change, and consider countermeasures. We are also accelerating research and development on the decline of natural resources as raw materials as we work to make our business activities sustainable. Climate change risks are ranked as one of the “Groupwide Important Risks,” and we assess the degree of impact based on published reports and expert advice regarding physical risks and migration risks such as laws, regulations, and markets. (3) Strategy The Ajinomoto Group has a wide range of product areas in the food business, from seasonings and foods to frozen foods, and also operates in the 2 healthcare and other fields. Climate change affects the Ajinomoto Group’s business in many ways, including stoppage of business activities due to large-scale natural disasters, impact on procurement of raw materials such as crops and fuels, and changes in product consumption. 1) Scenario Analysis In fiscal 2021, we conducted a scenario analysis on the impact of climate change on global umami seasonings and key domestic products in 2030 and 2050, with an average global temperature increase of 2℃ or 4℃ in 2100 compared to the pre-industrial level. In terms of medium- and long-term impacts related to production, among the impacts of climate change, droughts, floods, sea level rise, and changes in raw material yields were considered and analyzed as physical risks, and the introduction of carbon taxes and other laws and regulations, rises in unit energy prices, and changes in consumer preferences as transition risks. The average temperature difference in 2030 in the 2℃ and 4℃ scenarios is about 0.2℃, and there is no significant difference in physical risk. The risks and opportunities of the scenario analysis for 2050, where the average temperature difference is expected to be about 1℃ and there is a difference in physical risk, are shown at the end of this document in [Scenario Analysis: Risks] and [Scenario Analysis: Opportunities]. * Please refer to the Sustainability Data Book 2021 for the results of the scenario analysis we conducted in fiscal 2020. https://www.ajinomoto.co.jp/company/en/ir/library/databook.html 2) Reflection of Scenario Analysis Results in Our Strategy (i) Impact on business strategy Based on the business impacts in the scenario analysis, we plan to invest in fuel conversion, renewable energy use, and environmentally friendly manufacturing methods to further reduce our GHG emissions in the future. We will also work on product development to realize “inverse trade-offs” where our sustainability efforts lead to an increase in the added value of our products. In the scenario analysis for fiscal 2022 and beyond, we will improve the analysis of risks and opportunities by expanding the target products and paying more attention to the water-related risks for raw materials. (ii) Impact on funding strategy We will base our funds required for various initiatives on sustainable finance. As a result, we will further accelerate our efforts to achieve the two outcomes listed by the Ajinomoto Group, “Extending the healthy life expectancy of one billion people” and “Reducing our environmental impact by 50%” by 2030, and to achieve a sustainable society. With this in mind, the Company issued the Ajinomoto Group’s first SDGs bonds in October 2021 (*1), followed by a commitment line agreement (*2) based on the “Positive Impact Finance” in January 2022. We will continue to expand sustainable finance. *1 For more information about our SDGs bond issuance, please refer to the “Sustainable Finance” website below. https://www.ajinomoto.com/sustainability/finance.php *2 For more information about the “Positive Impact Finance” commitment line agreement, see the press release below. https://www.ajinomoto.com/cms_wp_ajnmt_global/wp-content/uploads/pdf/2022_01_28E.pdf (4) Metrics and Targets The Group has submitted a Letter of Commitment declaring compliance with the Science Based Targets Initiative (“SBTi”) and its new GHG emission reduction targets, including Net Zero. In order to further accelerate its efforts to achieve the GHG emission reduction target of 1.5℃, which has been certified by SBTi, the Group will revise its target in line with the Net Zero standard. We aim to reduce our Scope 1 and Scope 2 GHG emissions by 50% by fiscal 2030 compared to fiscal 2018 (this was certified as a SBTi 1.5℃ target in April 2020), and as measures to achieve this goal, we are promoting energy saving activities, converting to less GHG-intensive fuels, using renewable energy such as biomass and solar power, and introducing processes to reduce energy use (such as converting from heavy oil to natural gas at the Kyushu Plant, and introducing cogeneration equipment at the Kamphaeng Phet Plant in Thailand). For Scope 3, we will review the target for fiscal 2030, which is a 24% reduction compared to fiscal 2018. Among Scope 3 emissions, raw materials account for about 60% of our total GHG emissions throughout the product lifecycle, so we are working to help our raw material suppliers reduce their GHG emissions and considering the introduction of new technologies such as on-site production of ammonia. In terms of total Scope 1 and 2, our GHG emissions in fiscal 2020 decreased by 63,090 tons CO₂ from the previous fiscal year and by 14% from the base year of fiscal 2018, significantly exceeding the fiscal 2020 target. The main reason for this is that many of our factories were affected by the COVID-19 pandemic, and reduced production. In addition, with respect to our fiscal 2030 GHG emission target (50% reduction compared to fiscal 2018), we are currently aiming to achieve about 60% with planned investments, but we will consider additional investments to further reduce emissions. On the other hand, in terms of Scope 3, we were unable to meet our target regardless of 33,859 tons of CO₂ reduction versus the previous fiscal year and 1% less than in the base year of fiscal 2018. In fiscal 2021, we plan to develop decarbonization promotion measures utilizing an internal carbon pricing system and develop collaborative plans with Scope 3 raw material suppliers. We will accelerate collaboration with external parties, including suppliers, and pursue efforts to reduce GHG emissions. Our framework, approach and data for sustainability are disclosed on the following website, Integrated Reports and Sustainability Data Book: ESG & Sustainability: https://www.ajinomoto.com/sustainability/ Integrated Reports: https://www.ajinomoto.co.jp/company/en/ir/library/annual.html Sustainability Data Book: https://www.ajinomoto.co.jp/company/en/ir/library/databook.html We continue to consider investing more in fostering human capital and in intangible assets for the mid-to-long term enhancement of corporate value and will disclose it forthwith. [Supplementary Principle 4.1.1 ](Scope of Matters Delegated to Management) The Board of Directors consists of a variety of Directors, discusses and examines important management matters that greatly affect corporate value, encourages risk-taking of execution by indicating a major direction, verifies the validity of execution processes and results, and appropriately supervises execution. On the other hand, the execution, the Chief Executive Officer who has been greatly delegated authority from the Board of Directors will take the lead in making important business execution decisions at the Executive Committee, will realize sustainable corporate value enhancement with one team. In order to closely communicate with the Board of Directors and the Executive Committee, governance rules are established based on the Company’s approach to increasing corporate value, proposals and reports are made from the Executive Committee to the Board of Directors, and deliberations and resolutions are made by the Board of Directors. Furthermore, details are provided with regard to procedures for the delegation of authority and decision making in “II.2 ○Execution of duties,” “IV.1.(2) Status of the development of the Internal Control System,” and “Chapter 2: Basic Approach” of the Ajinomoto Principle on Corporate Governance. [Principle 4.9] (Independence Standards and Qualification for Independent Directors) The standards used by Ajinomoto Co., Inc. to determine the independence of Outside Directors is the same as that found in “II.1: [Independent Directors] Matters relating to Independent Directors” in this report. [Supplementary Principle 4.11.1] (Composition and Diversity of the Board of Directors) Our philosophy of composition and diversity of the Board of Directors is on “Chapter 4.1.(1) Composition and Diversity of the Board of Directors”, and the capability requirements for Director candidates is on “Chapter 5.1. (2) Capability Requirements for Director candidates” in Ajinomoto Principle on Corporate Governance. The Board of Directors composed of six independent Outside Directors (two out of six are females) and five 3 Internal Directors (one out of five is female). The skills matrix is shown in the attached [The skills matrix of the Director]. [Supplementary Principle 4.11.1] (Approach to Diversity and Composition of the Board of Directors) Our approach to diversity and composition of the Board of Directors is set out in “Chapter 4.1(2): Composition and Diversity of the Board of Directors” of the Ajinomoto Principle on Corporate Governance. Skills, etc. that the Board of Directors should have on its own continue to be examined and promptly disclosed. Currently, the Board of Directors consists of six independent Outside Directors (of whom two are female) and five inside directors (of whom one is female). The capability requirements for Director Candidates are set out in “Chapter 5.1(2): Capability Requirements for Director Candidates” of the Ajinomoto Principle on Corporate Governance. [Supplementary Principle 4.11.2] (Other Mandates of Directors) The status of other important mandates held by Directors is found in the biographical outline in “Section 1, 4.4(2): Status of Officers” of the Securities Report for the 143rd fiscal year. The Securities Report for the 143rd fiscal year is disclosed on the following website: https://www.ajinomoto.co.jp/company/jp/ir/library/securities.html (written in Japanese only) The status of other important mandates held by Outside Directors also found in “II.1 [Outside Directors] Outside Directors’ Relationship with the Company (2)” in this report. [Supplementary Principle 4.11.3] (Self Evaluation of Effectiveness of the Board of Directors) The evaluation of the effectiveness of the Board of Directors is set out in “Chapter 4.7: Evaluation of Effectiveness of the Board of Directors” of the Ajinomoto Principle on Corporate Governance. The Summary of the Evaluation of the Effectiveness of the Board of Directors for FY2020 is disclosed on the following website: https://www.ajinomoto.co.jp/company/en/ir/strategy/corp_gov/main/0/teaserItems1/03/linkList/02/link/evaluation_E.pdf [Supplementary Principle 4.14.2] (Training Policy for Directors) The training policy for Directors and Executive Officers is set out in “Chapter 5.3: Training” of the Ajinomoto Principle on Corporate Governance. [Principle 5.1] (Policy for Constructive Dialogue with Shareholders) The policy for constructive dialogue with shareholders is set out in “Chapter 3.2: Dialogue with Shareholders and Investors” of the Ajinomoto Principle on Corporate Governance. 2. Capital Structure Percentage of shares held by foreign investors From 20% to less than 30% [Description of major shareholders] Name / Company Name The Master Trust Bank of Japan, Ltd. (Trust Account) Custody Bank of Japan, Ltd. (Trust Account) The Dai-ichi Life Insurance Company, Limited NIPPON LIFE INSURANCE COMPANY MUFG Bank, Ltd. Meiji Yasuda Life Insurance Company Custody Bank of Japan, Ltd. (Trust Account 7) STATE STREET BANK WEST CLIENT – TREATY 505234 Mitsubishi UFJ Trust and Banking Corporation Custody Bank of Japan, Ltd. (Trust Account 5) Controlling Shareholder (except for Parent Company) Parent Company – – – None Supplementary Explanation Number of Shares Owned Percentage (%) 69,071,800 34,244,600 26,199,500 25,706,886 14,574,348 11,362,505 9,155,100 8,495,154 8,083,750 7,319,400 12.58 6.24 4.77 4.68 2.65 2.07 1.67 1.55 1.47 1.33 ○Major shareholders (As of March 31, 2021) 1. Stockholding ratios are calculated by excluding treasury stock (103,858 shares). (1) The number of shares held by The Dai-ichi Life Insurance Company, Limited does not include 2 million shares of Ajinomoto Co., Inc. contributed by The Dai-ichi Life Insurance Company, Limited as trust assets for retirement benefit trusts. The Dai-ichi Life Insurance Company, Limited reserves voting rights related to the shares. (2) In the Report of Possession of Large Volume (Change Report) as of July 20, 2020, made available for Public Inspection, Nomura Asset Management Co., Ltd. stated that the following shares were held by Nomura Asset Management Co., Ltd. as of July 15, 2020. However, as Ajinomoto Co., Inc. is unable to confirm the actual number of shares held as of March 31, 2021, they are not included in the “Status of Major Shareholders” above. The details of “Section 2: Matters Related to Submitting Parties” of the Report of Possession of Large Volume (Change Report) are described below. 【Name/Number of Share Certificates Held/Ratio of Share Certificates Held】 Nomura Asset Management Co., Ltd. / 31,060 thousand shares / 5.66% (3) In the Report of Possession of Large Volume (Change Report) as of January 7, 2021, made available for Public Inspection, BlackRock Japan Co., Ltd. and its coholders stated that the following shares were held by BlackRock Japan Co., Ltd. and its coholders as of December 31, 2020. However, as Ajinomoto Co., Inc. is unable to confirm the actual number of shares held as of March 31, 2021, they are not included in the “Status of Major Shareholders” above. The details of “Section 2: Matters Related to Submitting Parties” of the Report of Possession of Large Volume (Change Report) are described below. 4 【Name/Number of Share Certificates Held/Ratio of Share Certificates Held】 BlackRock Japan Co., Ltd. and nine others / 34,424 thousand shares / 6.27% (4) In the Report of Possession of Large Volume (Change Report) as of February 19, 2021, made available for Public Inspection, Sumitomo Mitsui Trust Bank, Limited and its coholder stated that the following shares were held by Sumitomo Mitsui Trust Bank, Limited and its coholder as of February 15, 2021. However, as Ajinomoto Co., Inc. is unable to confirm the actual number of shares held as of March 31, 2021, they are not included in the “Status of Major Shareholders” above. The details of “Section 2: Matters Related to Submitting Parties” of the Report of Possession of Large Volume (Change Report) are described below. 【Name/Number of Share Certificates Held/Ratio of Share Certificates Held】 Sumitomo Mitsui Trust Asset Management Co., Ltd. and one other / 34,473 thousand shares / 6.28% (5) In the Report of Possession of Large Volume (Change Report) as of April 7, 2021, made available for Public Inspection, Mizuho Bank, Ltd. and its coholders stated that the following shares were held by Mizuho Bank, Ltd. and its coholders as of March 31, 2021. However, as Ajinomoto Co., Inc. is unable to confirm the actual number of shares held as of March 31, 2021, they are not included in the “Status of Major Shareholders” above. The details of “Section 2: Matters Related to Submitting Parties” of the Report of Possession of Large Volume (Change Report) are described below. 【Name/Number of Share Certificates Held/Ratio of Share Certificates Held】 Mizuho Bank, Ltd. and two others / 28,074 thousand shares / 5.11% 3. Corporate Attributes Listed Stock Market and Market Section Tokyo Stock Exchange First Section Fiscal Year-End Type of Business March Foods Number of Employees (consolidated) as of the End of the Previous Fiscal Year More than 1000 Sales (consolidated) as of the End of the Previous Fiscal Year More than ¥1 trillion Number of Consolidated Subsidiaries as of the End of the Previous Fiscal Year From 100 to less than 300 4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder ――― ――― 5. Other Special Circumstances which may have Material Impact on Corporate Governance 5 Ⅱ. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management 1. Organizational Composition and Operation Organization Form Company with Three Committees (Nomination, Audit and Compensation) [Directors] Maximum Number of Directors Stipulated in Articles of Incorporation 12 Term of Office Stipulated in Articles of Incorporation One year Chairperson of the Board Outside Director Number of Directors 11 [Outside Directors] Number of Outside Directors Number of Independent Directors 6 6 Outside Directors’ Relationship with the Company (1) Name Kimie Iwata Takashi Nawa Joji Nakayama Atsushi Toki Hideki Amano Mami Indo Attribute From another company Academic From another company Lawyer CPA From another company Relationship with the Company* f h d g e c i a b j k 〇 * Categories for “Relationship with the Company” * ”○” when the director presently falls or has recently fallen under the category; “” when the director fell under the category in the past *“●” when a close relative of the director presently falls or has recently fallen under the category; “▲”when a close relative of the director fell under the category in the past a. Executive of the Company or its subsidiaries b. Non-executive director or executive of a parent company of the Company c. Executive of a fellow subsidiary company of the Company d. A party whose major client or supplier is the Company or an executive thereof e. Major client or supplier of the listed company or an executive thereof f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as a director/Kansayaku g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity) h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (the director himself/herself only) i. Executive of a company, between which and the Company outside directors/kansayaku are mutually appointed (the director himself/herself only) j. Executive of a company or organization that receives a donation from the Company (the director himself/herself only) k. Others 6 Outside Directors’ Relationship with the Company (2) Membership of Committees Nomination Compensation Audit 〇 〇 Designation as Independent Director 〇 Name Kimie Iwata Supplementary Explanation of the Relationship Reasons of Appointment (Important positions currently held in other companies) -Audit and Inspection Commissioner, the Tokyo Metropolitan Government -Outside Director, Sumitomo Corporation -Outside Director, Resona Holdings, Inc. Takashi Nawa 〇 〇 Joji Nakayama 〇 〇 Ms. Kimie Iwata has a high degree of insight into corporate management and corporate social responsibility, as well as a wealth of experience in supporting the active participation of women and promoting diversity. In June 2019 Ms. Iwata was appointed as an Outside Director with the expectation that she would utilize these skills to help decide important Company matters and to supervise the way business is carried out. Since her appointment, in addition to holding lively discussions on the Board of Directors and at other meetings, Ms. Iwata had demonstrated great leadership as the Chairman of the Nominating Advisory Committee. For these reasons, we re-appointed Ms. Iwata as an Outside Director. Under the new structure, we envision for her to become the Chair of the Board of Directors and the Lead Independent Director and to also play an active role as a member of the Nomination Committee and the Compensation Committee. Also, there is no concern a conflict of interest will arise between her and general shareholders and therefore she is designated as Independent Director. 〇 〇 Genesys Partners, Ltd, of which Mr. Takashi Nawa is Representative Director, conducts transactions with the Company based on a training outsourcing contract, however the amount paid by the Company in the fiscal year under review was ¥3,200,000, and therefore Mr. Nawa satisfies the Company’s criteria for independence as an Outside Director. (Important positions currently held in other companies) -Professor of the School of International Corporate Strategy, Hitotsubashi University Business School -Representative Director, Genesys Partners, Ltd. -Outside Director, NEC Capital Solutions Limited -Outside Director, Fast Retailing Co., Ltd. -Outside Director, Sompo Holdings, Inc. Mr. Joji Nakayama had served as Representative Director and Chairperson of Daiichi Sankyo Co., Ltd. until June 2020 and has served as full-time advisor of the same company since June of the same year. Ajinomoto Co., Inc. has had a business relationship in the past with Daiichi Sankyo Co., Ltd. However, the amount paid by Daiichi Sankyo Co., Ltd. to Ajinomoto Co., Inc. for the fiscal year ended March 31, 2021 was less than 0.01% of the consolidated net sales of Daiichi Sankyo Co., Ltd. for its most recent fiscal year (year ended March 31, 2021), and Ajinomoto Co., Inc. has not made any payment to Daiichi Sankyo Co., Ltd. Therefore, Mr. Nakayama fulfills the requirements of independence to serve as an Outside Director of Ajinomoto Co., Inc. Using his great insight into international corporate management that he has developed both through being a Professor at a graduate school in the field of international corporate strategy and the wealth of work experience that he has gained at non-Japanese consulting companies, Mr. Nawa has contributed to the growth of the Ajinomoto Group. Since June 2015 he has been active as an Outside Director. In recent years Mr. Nawa has offered proposals in the formulation of the current Medium-Term Management Plan from a new perspective and novel way of thinking and has also supported our in-house training of managers. For these reasons, we re-appointed Mr. Nawa as an Outside Director. Under the new structure, we envision for him to become the Chair of the Nomination Committee and a member of the Compensation Committee. Also, there is no concern a conflict of interest will arise between her and general shareholders and therefore she is designated as Independent Director. Mr. Joji Nakayama has served as president and chairman of a global healthcare company. He has extensive experience in corporate management and governance, and deep insights into healthcare businesses. We envisage that he will utilize this knowledge to participate in the decision-making of important management matters at the Board of Directors of the new structure. As such we newly appointed him as an Outside Director. Under the new structure, we envision for him to become the Chair of the Compensation Committee and a member of the Nomination Committee. Although Mr. Nakayama has no experience as an Outside Director, we deem that for the reasons mentioned above, he will be able to faithfully carry out his duties. Also, there is no concern a conflict of interest will arise between him and general shareholders and therefore he is designated as Independent Director. 7 Atsushi Toki 〇 〇 (Important positions currently held in other companies) -Representative, Meitetsu Sogo Law Office (lawyer) -Outside Director / Audit and Supervisory Committee member, Maruyama Mfg Co., Inc. -Outside Director, GEOSTR Corporation Hideki Amano 〇 〇 Mr. Amano was affiliated with KPMG AZSA LLC, but retired from the same audit company in June 2016. Thereafter, he has had no relationship with the same audit company. An election proposal in which KPMG AZSA LLC was a candidate Accounting Auditor was submitted based on a resolution of the Audit & Supervisory Board to the 142nd Ordinary General Meeting of Shareholders on June 24, 2020 and, as a result, KPMG AZSA LLC has been selected as an Accounting Auditor. However, Mr. Amano did not participate in the resolution of the Audit & Supervisory Board regarding the determination of details of the proposal. The amount of compensation paid by Ajinomoto Co., Inc. to KPMG AZSA LLC for its audit attestation service for the fiscal year ended March 31, 2021 was 200 million yen and no compensation was paid for non-audit work. The amount was less than 0.2% of the operating income of KPMG AZSA LLC for its most recent fiscal year (year ended June 30, 2020). Therefore, Mr. Amano fulfills the requirements of independence to serve as an Outside Director of Ajinomoto Co., Inc. (Important positions currently held in other companies) -Certified Public Accountant -Outside Director, TOPPAN FORMS CO., LTD. -Outside Audit & Supervisory Board Member, Kao Corporation -Outside Corporate Auditor, Seiko Holdings Corporation (Important positions currently held in other companies) -Outside Director, Tokyo Gas Co., Ltd. -Outside Director, Fujitec Co., Ltd. Mr. Atsushi Toki has specialized knowledge as a lawyer and has a wealth of experience. Since his appointment in June 2016, Mr. Toki has utilized his extensive knowledge relating to corporate law to actively participate from his legal perspective in meetings of the Board of Directors. He makes a significant contribution to the strengthening of the Company in auditing functions and structures of corporate governance. For these reasons, we have selected Mr. Toki as an Outside Director. In the new structure, we expect him to play an active role as the Chair of the Audit Committee. Also, there is no concern a conflict of interest will arise between him and general shareholders and therefore he is designated as Independent Director. Mr. Amano has specialized knowledge as a certified public accountant and has a wealth of experience both in Japan and overseas. In June 2018 he was appointed as an Audit & Supervisory Board Member (External) so that he could utilize his financial and accounting knowledge for our Company. Since taking office, he has been very active, especially in the fields of finance and accounting. For these reasons, we have selected Mr. Amano as an Outside Director. Under the new structure, we envision Mr. Amano will continue to work in the field of auditing, as a member of the Audit Committee. Also, there is no concern a conflict of interest will arise between her and general shareholders and therefore she is designated as Independent Director. Ms. Mami Indo, in addition to many years of extensive experience working for securities companies and think tanks, has worked in the Securities and Exchange Surveillance Commission. Her achievements and insights are highly regarded both inside and outside of the Company. In June 2020 Ms. Indo was appointed as an Audit & Supervisory Board Member (External) so that she could use this knowledge at the Company. Since she took office, she has been active in her field and has made a great contribution, especially in the areas of governance and risk management. For these reasons, we have selected Ms. Indo as an Outside Director. Under the new structure, we envision for her to play an even more active role in the field of auditing as a member of the Audit Committee. Also, there is no concern a conflict of interest will arise between her and general shareholders and therefore she is designated as Independent Director. Mami Indo 〇 〇 8 Representative Authority Additional Duties as Director Additional Duties as Employee Nomination Committee Member Compensation Committee Member All Committee Members Full-time Members Inside Directors Outside Directors Chairperson 3 3 3 Outside Director Outside Director Outside Director [Committees] Committee’s Composition and Attributes of Chairperson omination Committee Compensation Committee Audit Committee 5 3 4 0 0 0 [Executive Officers (Shikkoyaku)] Number of Executive Officers (Shikkoyaku) 19 Status of Additional Duties Name Takaaki Nishii Hiroshi Fukushi Kaoru Kurashima Chiaki Nosaka Taro Fujie Hiroshi Shiragami Gwinnett Bompas Takayuki Koda Tetsuya Nakano Masatoshi Ito Jiro Sakamoto Narutoshi Fukase Yoshiteru Masai Tatsuya Sasaki Junichiro Kojima Ichiro Sakakura Ikuo Kira Chika Morishima Takumi Matsuzawa Yes Yes No No No No No No No No No No No No No No No No No Yes Yes Yes Yes No No No No No No No No No No No No No No No 2 0 1 No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No Yes No No Yes No No No No No No No No No No No No No No No 9 [Auditing Structure] Appointment of Directors and/or Staff to Support the Audit Committee Appointed Matters Related to the Independence of Such Directors and/or Staff from Executive Officers (Shikkoyaku) Full-time and part-time staff who assist the Audit Committee are assigned to the Internal Auditing Department (the internal audit department), and are granted the right to access necessary corporate information, thereby promoting coordination with internal control-related units and other internal related departments and the Accounting Auditor and enhancing the effectiveness of audits by the Audit Committee. The Audit Committee has involvement in evaluation, transfer, etc. (with respect to concurrently serving staff, the duties of the Audit Committee shall be limited.) of full-time staff, thereby ensuring effectiveness of its direction and independence from organizations in charge of business execution. Cooperation among Audit Committee, Accounting Auditors and Internal Audit Departments Ajinomoto Co., Inc. shifted from Company with Audit & Supervisory (Kansayaku) Board to Company with Three Committees at a general meeting of shareholders held on June 23, 2021. As a result, the Audit & Supervisory Board was abolished and the Audit Committee has been established. The status of cooperation among the Audit & Supervisory Board, Accounting Auditors and Internal Audit Departments for the 143rd fiscal year (fiscal 2020) is as follows. The Audit & Supervisory Board members and the Accounting Auditor regularly hold meetings together regarding audits of quarterly financial results and fiscal year-end financial results, through which they exchanged information. Both also went over each other’s audit plan at the beginning of the fiscal year and convened other meetings between them as needed. The Audit & Supervisory Board members and the internal audit department (Internal Auditing Department) regularly met on a quarterly basis to receive the report on the results of the audit carried out by the Internal Auditing Department and to exchange views. The Audit & Supervisory Board members also received summary explanations of the audit plan of the Internal Auditing Department at the start of the fiscal year and explained the Audit & Supervisory Board members’ audit plan to the Internal Auditing Department. Both convened other meetings between them as needed to share views. Ajinomoto Co., Inc. designates all Outside Directors who qualify as Independent Directors as Independent Directors. The standards of independence used by Ajinomoto Co., Inc. for Outside Officers are set out in “Chapter 5.4: Independence Standards” of the Ajinomoto Principle on Corporate Governance. [Incentives] Incentive Policies for Directors and/or Executive Officers (Shikkoyaku) Performance-linked Compensation Details on the compensation paid to Directors are set out in “Chapter 5.2: Compensation” of the Ajinomoto Principle on Corporate Governance. A detailed explanation is also set out in “Section 1, 4.4(4): Compensation Paid to Officers” of the Securities Report for the 143rd fiscal year. [Independent Directors] Number of Independent Directors 6 Matters relating to Independent Directors Supplementary Explanation Recipients of Stock Options Supplementary Explanation ――― 10 [Compensation for Directors and Executive Officers (Shikkoyaku)] Disclosure of Individual Directors’ Compensation Disclosure of Individual Executive Officers’ (Shikkoyaku) Compensation Selected Directors No Individual Disclosure Supplementary Explanation 1 1 2 3 59.4 billion yen Evaluation indicators Evaluation indicators Actual results for the fiscal year under review 1,071.4 billion yen 113.1 billion yen Sales Business profit Profit for the business year attributable to the owners of the parent company Ajinomoto Co., Inc. shifted from Company with Audit & Supervisory (Kansayaku) Board to Company with Three Committees at a general meeting of shareholders held on June 23, 2021. The actual results for the 143rd fiscal year (fiscal 2020) are described as follows. The total amount of director compensation for the 143rd fiscal year was 600 million yen for six Directors (excluding Outside Directors; comprised of the monthly compensation of 292 million yen, the short-term company performance-linked compensation of 252 million yen and the medium-term company performance-linked stock compensation of 55 million yen), and the total compensation of 45 million yen paid to the three Outside Directors (comprised solely of a monthly compensation of 45 million yen). (Notes) 1. The officers paid include one Audit & Supervisory Board member (external) who retired during the period. 2. The above amount of compensation is as per the International Financial Reporting Standards (IFRS). 3. The short-term company performance-linked compensation includes the amount expected to be paid and a difference between the aggregate of the short-term company performance-linked compensation paid in June 2020 and the amount expected to be paid that was disclosed in the Securities Report for the previous fiscal year. 4. The actual results relating to performance indicators for the short-term company performance-linked compensation for the fiscal year under review are as follows. 5. The medium-term company performance-linked compensation includes the amount of reserves accumulated for the fiscal year under review and a difference between the aggregate of the medium-term company performance-linked stock compensation paid in October 2020 and the amount expected to be paid that was disclosed in the Securities Report for the previous fiscal year. In addition, regarding the medium-term company performance-linked stock compensation, 50% is paid as Company shares and the other 50% as monetary amount equivalent to the amount of proceeds from sales of Company shares in the market. 6. The actual results relating to performance indicators for the medium-term company performance-linked stock compensation for the fiscal year under review are as follows. 7. Aggregate compensation to Directors (excluding Outside Directors) of the Company was limited to the total amount of 1.2 billion yen per year (excluding employee salaries to be paid to the Directors who concurrently serve as employees) and aggregate compensation to Outside Directors is limited to the total amount of 50 million yen per year, by the resolution of the 129th Ordinary General Meeting of Shareholders held on June 28, 2007. The number of Directors excluding Outside Directors after conclusion of such Ordinary General Meeting of Shareholders was 12 and the number of Outside Directors was 1. 8. Regarding a medium-term company performance-linked stock compensation system (hereinafter, the “System”) the introduction of which was decided at the 139th Ordinary General Meeting of Shareholders held on June 27, 2017, it was resolved at the 142nd Ordinary General Meeting of Shareholders held on June 24, 2020 that the System continue to be implemented for a three fiscal year period commencing on April 1, 2020. In the System, Ajinomoto Co., Inc. contributes money up to a maximum amount of 2.2 billion yen to a stock ownership trust, the stock ownership trust acquires Company shares, and compensation in the form of Company shares and monetary amount equivalent to the amount of proceeds from sales of such shares will be paid to persons entitled to payment depending on the extent to which the targets of Phase 1 of the Medium-Term Management Plan are fulfilled, at the end of the three-year trust period. The persons entitled to the payment are Directors (excluding Outside Directors), Executive Officers and Corporate Fellows. The maximum total number of Company shares to be granted to these persons is 1,100,000 shares. The number of persons entitled to the payment as of conclusion of such Ordinary General Meeting of Shareholders was 59, and of those, the number of Directors was 6. 9. Aggregate compensation to the Audit & Supervisory Board Members is limited to the total amount of 190 million yen per year by the resolution of the 129th Ordinary General Meeting of Shareholders held on June 28, 2007. The number of Audit & Supervisory Board Members as of conclusion of such Ordinary General Meeting of Shareholders was 5. * Information concerning director compensation is disclosed on the Ajinomoto Co., Inc. website in the following documents: 1. Securities Report 2. Notice of Convocation of the Ordinary General Meeting of Shareholders (found in the Business Report attached as a supplementary document). For directors who receive 100 million yen or more in compensation are as follows. [Name, title: total amount of compensation (monthly compensation, short-term company performance-linked compensation, medium-term company performance-linked stock compensation)] Takaaki Nishii, Director: 153 million yen (74 million yen, 63 million yen, and 14 million yen) Masatoshi Ito, Director: 121 million yen (60 million yen, 52 million yen, and 8 million yen) Hiroshi Fukushi, Director: 103 million yen (50 million yen, 42 million yen, and 10 million yen) Achievement rate of ROIC (Return on Invested Capital) Proportion of achievement rate of sales ratio of core businesses sales achievement rate Relative TSR (Total Shareholders’ Return) Employee engagement ESG target Actual results relative to target values for the fiscal year under review ― 64％ ― 66.6％ 6.9％ 3 4 5 2 11 Policy on Determining Compensation Amounts and Calculation Methods Established Disclosure of Policy on Determining compensation Amounts and Calculation Methods Details on the policy on determining compensation of Directors and Executive Officers are set out in “Chapter 5.2: Compensation” of the Ajinomoto Principle on Corporate Governance. [Supporting System for Outside Directors] As the Secretariat for Board of Directors meetings, the Corporate Planning Department provides Outside Directors with briefings on resolutions and reports and provides general support for the execution of their duties. The Secretariat Department serves as the liaison between Outside Directors and other Directors. The internal full-time Audit Committee member, the Executive Officer in charge of the Audit Committee and full-time and part-time staff belonging to the Internal Auditing Department (the internal audit department) share information with Audit Committee members (external) and otherwise provide general support for them to perform their duties. A dual reporting system is implemented in which the Executive Officer in charge of the Audit Committee and the General Manager of Internal Auditing Department make a business report to, and seek instructions from, both the Representative Executive Officer and the Audit Committee. Also, a supporting system for the Audit Committee is adopted. Ajinomoto Co., Inc. has established the Outside Director Communication Committee with the aim of improving the quality of supervision of business execution through the exchange of information between the Outside Directors and through the mutual complementation of specializations. Details on the Outside Director Communication Committee are set out in “Chapter 4.5: Outside Director Communication Committee and Lead Independent Outside Director” of the Ajinomoto Principle on Corporate Governance. [Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)] Information on retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.) Name Job title/position Responsibilities Employment terms Date when former role as president/CEO ended None – – – – Term – Number of retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.) Number of retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.) 0 Others 12 2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Compensation Decisions (Overview of Current Corporate Governance System) Ajinomoto Co., Inc. shifted from Company with Audit & Supervisory (Kansayaku) Board to Company with Three Committees at a general meeting of shareholders held on June 23, 2021. ○Management and Supervision (1) Board of Directors Details on the Board of Directors are set out in “Chapter 4.1: Board of Directors” of the Ajinomoto Principle on Corporate Governance. In addition, the composition of the Board of Directors for the 144th fiscal year (fiscal 2021) is as follows. Ajinomoto Co., Inc. has designated Ms. Iwata, the Chair of the Board of Directors, as the Lead Independent Director. 【Name / Position】 Kimie Iwata/ Outside Director (Chair), Takashi Nawa/ Outside Director, Joji Nakayama/ Outside Director, Atsushi Toki/ Outside Director, Hideki Amano/ Outside Director, Mami Indo/ Outside Director, Takaaki Nishii/ Internal Director, Hiroshi Fukushi/ Internal Director, Masaya Tochio/ Internal Director, Chiaki Nosaka/ Internal Director, Kaoru Kurashima/ Internal Director In the 143rd fiscal year (fiscal 2020), 16 meetings of the Board of Directors meetings were held, and the status of individual attendance at the meetings was as follows. 【Name / Attendance】 Masatoshi Ito (Chair)/ 16 of 16 (100%), Takaaki Nishii/ 16 of 16 (100%), Hiroshi Fukushi/ 16 of 16 (100%), Masaya Tochio/ 16 of 16(100%), Chiaki Nosaka/ 16 of 16 (100%), Etsuhiro Takato/ 16 of 16 (100%), Yasuo Saito/ 16 of 16 (100%), Takashi Nawa/ 16 of 16 (100%), Kimie Iwata/ 16 of 16 (100%), Yoichiro Togashi / 16 of 16 (100%) as Audit & Supervisory Board member, Shizuo Tanaka / 16 of 16 (100%) as Audit & Supervisory Board member, Atsushi Toki/ 16 of 16 (100%) as Audit & Supervisory Board member, Hideki Amano/ 16 of 16 (100%) as Audit & Supervisory Board member, Mami Indo/ 11 of 11 (100%) as Audit & Supervisory Board member *The attendance rate of Ms. Indo stated above refers to her attendance rate after her appointment on June 24, 2020. (2) Nomination Committee Details on the Nomination Committee are set out in “Chapter 4.2: Nomination Committee” of the Ajinomoto Principle on Corporate Governance. In addition, the composition of the Nomination Committee for the 144th fiscal year (fiscal 2021) is as follows. 【Name / Position】 Takashi Nawa/ Outside Director (Chair), Kimie Iwata/ Outside Director, Joji Nakayama/ Outside Director, Takaaki Nishii/ Internal Director, Chiaki Nosaka/ Internal Director, In addition, until the transition to Company with Three Committees, the Nominating Advisory Committee was in place as a subordinate organization of the Board of Directors so that procedures for designation of Director candidates, election and dismissal of Chair of the Board and President, and election, dismissal, etc. of Representative Directors could be performed in an impartial and proper manner. The Nominating Advisory Committee held nine meetings in the 143rd fiscal year (fiscal 2020), and deliberated on issues, such as the re-election of officers in the next fiscal year, the composition of Directors and Executive Officers, candidates for Directors and Executive Officers, and how to proceed with evaluation of CEO and Directors. The attendance rate of the members of the Nominating Advisory Committee for the meetings was as follows. 【Name / Attendance】 Kimie Iwata (Chair)/ 9 of 9 (100%), Yasuo Saito/ 9 of 9 (100%), Takashi Nawa/ 9 of 9 (100%), Takaaki Nishii/ 9 of 9 (100%), Etsuhiro Takato/ 9 of 9 (100%) (3) Compensation Committee Details on the Compensation Committee are set out in “Chapter 4.3: Compensation Committee” of the Ajinomoto Principle on Corporate Governance. In addition, the composition of the Compensation Committee for the 144th fiscal year (fiscal 2021) is as follows. 【Name / Position】 Joji Nakayama/ Outside Director (Chair), Kimie Iwata/ Outside Director, Takashi Nawa/ Outside Director In addition, until the transition to Company with Three Committees, the Compensation Advisory Committee was in place as a subordinate organization of the Board of Directors so that compensation for Directors, Corporate Executive Officers, Corporate Fellows, etc. could be determined in an impartial and proper manner. The Compensation Advisory Committee held six meetings in the 143rd fiscal year (fiscal 2020), and deliberated on issues, such as the determination of short-term company performance-linked compensation, the content of an agreement with a foreign national officer, establishment of a policy for compensation for officers and designing of an officer compensation system associated with the transition to a new structure. The attendance rate of the members of the Compensation Advisory Committee for the meetings was as follows. 【Name / Attendance】 Yasuo Saito (Chair)/ 6 of 6 (100%), Takashi Nawa/ 6 of 6 (100%), Kimie Iwata/ 6 of 6 (100%), Takaaki Nishii/ 6 of 6 (100%), Etsuhiro Takato/ 6 of 6 (100%) (4) Sustainability Advisory Council To endeavor to improve corporate value of the Ajinomono Group from the viewpoint of sustainability, the Sustainability Advisory Council has been in place as a subordinate organization of the Board of Directors since the 144th fiscal year (fiscal 2021) with the aim of making a proposal as to how Ajinomoto Co., Inc. should work on sustainability from the perspective of multi-stakeholders. Details on the Sustainability Advisory Council are set out in “Chapter 6.2(1): Sustainability Advisory Council” of the Ajinomoto Principle on Corporate Governance. In addition, the composition of the Sustainability Advisory Council for the 144th fiscal year (fiscal 2021) is as follows. 【Name / Position】 Scott Davis/ Outside Expert (Chair), Kraisid Tontisirin/ Outside Expert, Yoshiki Ishikawa/ Outside Expert, Takao Toda/ Outside Expert, Yu Aoki/ Outside Expert, Mana Nakazora/ Outside Expert, Naoko Kimura/ Outside Expert, Kimie Iwata/ Outside Director, Joji Nakayama/ Outside Director, Takaaki Nishii/ Internal Director, Kaoru Kurashima/ Internal Director, Hiroshi Shiragami/ Executive Officer The Corporate Governance Committee and Management Foundation Review Committee were in place as subordinate organizations of the Board of Directors. The activity status of each of such committees for the 143rd fiscal year (fiscal 2020) is as follows. 13 (5) Corporate Governance Committee Until the transition to Company with Three Committees, the Corporate Governance Committee was in place with the aim of maintaining and improving the soundness of management and corporate governance. In the 143rd fiscal year (fiscal 2020), 6 meetings of the Corporate Governance Committee were held, and the status of individual attendance at the meetings was as follows. 【Name / Attendance】 Takashi Nawa (Chair)/ 6 of 6 (100%), Yasuo Saito/ 6 of 6 (100%), Kimie Iwata/ 6 of 6 (100%), Atsushi Toki/ 6 of 6 (100%), Takaaki Nishii/ 6 of 6 (100%), Etsuhiro Takato/ 6 of 6 (100%) (6) Management Foundation Review Committee The Management Foundation Review Committee had been established in the 143rd fiscal year (fiscal 2020) to determine strategic direction of group management and strengthen the management foundation across the Group. In the 143rd fiscal year (fiscal 2020), 12 meetings of the Management Foundation Review Committee were held, and the status of individual attendance at the meetings was as follows. 【Name / Attendance】 Takaaki Nishii (Chair)/ 12 of 12 (100%), Hiroshi Fukushi/ 12 of 12 (100%), Masaya Tochio/ 12 of 12(100%), Etsuhiro Takato/ 12 of 12 (100%) ○Audit Ajinomoto Co., Inc. shifted from Company with Audit & Supervisory (Kansayaku) Board to Company with Three Committees at a general meeting of shareholders held on June 23, 2021. As a result, the Audit & Supervisory Board was abolished and the Audit Committee has been established. Details on the Audit Committee are set out in “Chapter 4.4: Audit Committee” of the Ajinomoto Principle on Corporate Governance. In addition, the composition of the Audit Committee for the 144th fiscal year (fiscal 2021) is as follows. 【Name / Position】 Atsushi Toki/ Outside Director (Chair), Hideki Amano/ Outside Director, Mami Indo/ Outside Director, Masaya Tochio/ Internal Director The Audit Committee held 14 meetings in the 143rd fiscal year (fiscal 2020), and focused on the following audit items: 1) governance status, 2) response to measures for considering a chang