エーザイ（4523） – Notice of Convocation of the 110th Ordinary General Meeting of Shareholders

Securities Code: 4523May 24, 2022Notice of Convocation of the 110th Ordinary General Meeting of ShareholdersDate and TimeJune 17, 2022 (Friday)10 A.M. (Reception opens at 9 A.M.)VenueBellesalle TakadanobabaResolutions1st Proposal: Partial Amendment of the Articles of Incorporation2nd Proposal: Appointment of 11 DirectorsDeadline for exercising voting rights by postal mail or via the Internet5 P.M. on June 16, 2022 (Thursday)Eisai supports the WHO’s lymphatic filariasis elimination program.To O u r S h a r e h o l d e r sCircumstances that shake the world continue today—the COVID-19 pandemic and a geopolitical dispute—and we are in times that require a reinspection of our supply chain as well as conventional business mechanisms. Based on the hhc philosophy, we have been undertaking our business amid such conditions while giving utmost priority to the securement of a stable supply of quality products. As for research and development, we obtained swift approval in the U.S. for Aduhelm, the next-generation treatment for Alzheimer’s disease. However, at present, we have been unable to achieve the desired results due to a debate concerning the consistency of Phase III clinical studies and restrictions related to insurance reimbursements. On the other hand, the development of lecanemab is progressing smoothly, and we expect to achieve the swift filing of an application for approval in the U.S. Meanwhile, the registration of patients for the Clarity AD clinical study was completed. It will provide the only full dataset for filing the application for the drug. We plan to be able to obtain the results around October this year.In regard to the business model, which is the core issue within the EWAY Future & Beyond medium-term business plan, we are undertaking the hhceco model. The hhc philosophy has evolved in this model. Central to it are “people in the daily living and medical domains,” and the aim is “empowering The People to realize their fullest life.” We are seeing progress in the implementation of the Eisai Universal Platform (EUP). It will be through the EUP that solutions will be created on the basis of drugs and data generated through research and development carried out in collaboration with venture firms and academia. These solutions will be delivered through various means to The People. What is more, with the EUP at the core, the ecosystem in which collaboration is undertaken with other industries – such as telecommunications and food – is also becoming reality.This year again, we will continue our efforts as a group that realizes the social good, including ‘relieving anxiety over health’ and ‘reducing health disparities’ in the most efficient way. We ask our shareholders for their ongoing support and cooperation going forward.May 2022Representative Corporate Officer and CEOThe Philosophy Logomark combines the spirit of Florence Nightingale (1820-1910), who made an enormous contribution to the development of the nursing profession and public health, with the “human health care” philosophy. This logomark is modeled on the signature of this prominent figure in the history of modern-day nursing.Corporate PhilosophyWe give first thought to patients and their families, and increase the benefits that health care provides to them4-6-10 Koishikawa, Bunkyo-ku, TokyoHaruo Naito, Director, Representative Corporate Officer and CEONotice of Convocation of the 110th Ordinary General Meeting of ShareholdersDate and TimeJune 17, 2022 (Friday) 10 A.M.Reception opens at 9 A.M.VenueBellesalle Takadanobaba3-8-2 Okubo, Shinjuku-ku, TokyoPlease note that the venue has changed from the previous meeting.Purpose of the meetingReports1. The contents of the business report, consolidated financial statements, and audits of the consolidated financial statements conducted by the Accounting Auditor and the Audit Committee for the 110th Fiscal Year (from April 1, 2021, to March 31, 2022)2. The contents of the financial statements for the 110th Fiscal Year (from April 1, 2021, to March 31, 2022)Resolutions Proposal 1: Partial Amendment of the Articles of Incorporation See pages 9 through 11.Proposal 2: Appointment of 11 Directors See pages 12 through 38.● Some of the documents and information that should be provided with this Notice of Convocation are posted on the Company’s website shown below. Please see the contents on the next page for details.● Any changes that may arise in the Reference Documents for the 110th Ordinary General Meeting of Shareholders and Attachments to the Notice of Convocation will be announced on the Company’s website shown below.● The Japanese and English versions of this Notice of Convocation are posted on the Company’s website.Requests concerning Protection of the Health and Safety of Shareholders● To prevent the spread of COVID-19, we ask shareholders to exercise voting rights in advance as much as possible, either by post or via the Internet.● A live video stream from the General Meeting of Shareholders will be available for viewing via the Internet.● We will not provide gifts to attending shareholders this year.Any major changes to the logistics of the General Meeting of Shareholders that may be necessitated by change of circumstances, and any precautions regarding the General Meeting of Shareholders will be announced on the Company’s website.The Company’s website https://www.eisai.com/ir/stock/meeting/index.html1The 110th Ordinary General Meeting of ShareholdersNotice of ConvocationContents(Attachments)39 Business Report for the 110th Fiscal Year40404044I. Current Status of the Group Management Policy1 1. Corporate Philosophy 2. Medium- to Long-Term Corporate Management Strategy and Issues that Need to be Addressed474748 3. Basic Policy for Capital Strategy 4. Dividends 5. Efforts Against COVID-19Governance5085 89 6. Corporate Governance7. Compliance Risk Management8. Internal Audit Activities90 9. Consideration for the EnvironmentEnvironmentSocial94 99 103 106 10. Improvement of Non-financial Value11. Utilization of Human Assets12. Ties with Shareholders and Investors13. Ties with People throughout Society9 The 110th Ordinary General Meeting of Shareholders Reference Documents9 Proposal 1: Partial Amendment of the Articles of Incorporation12 Proposal 2: Appointment of 11 Directors108 Business Progress and Results2108 1. Consolidated Performance (International Financial Reporting Standards) Status of Major Subsidiaries3 Major Affiliated Companies and Sites4 Other Significant Items5113 2. Financial Position and Profit/Loss Status114 3. Status of Major R&D Pipeline120 4. Major Topics122 123 123 124 Ⅱ. Status of Shares124 Status of Shares1127 128 Ⅲ. Status of Officers128 130 132 Items Pertaining to Corporate OfficersItems Pertaining to Directors Stock Price Trends2 Overview of Directors and Officers Liability Insurance Contract Content 3 2 1133 Ⅳ. Status of Accounting Auditor136 Consolidated Financial Statements for the 110th Fiscal Year138 Financial Statements for the 110th Fiscal Year 140 Audit Report146 Appendix146 Articles of Incorporation158 Major Consumer Healthcare Products160 About the WebsiteQ A&150Frequently Asked QuestionsIn regard to those matters published on the Company’s website https://www.eisai.com/ir/stock/meeting/index.htmlThe items listed below are published on the Company’s Internet website based on laws and regulations and Article 15 of the Company’s Articles of Incorporation and are not included in the Attachments to this Notice of Convocation. For this reason, the Attachments to the Notice of Convocation are part of the materials audited by the Audit Committee and the Accounting Auditor when preparing their Audit Reports.1 Business Report・Status of Stock Acquisition Rights・Board of Directors Evaluation・Risk Factors・Status of Major Contracts・Corporate Governance Principles・Rules Concerning Items Necessary for the 2 Consolidated Financial Statements・Consolidated Statement of Changes in Equity・Notes to the Consolidated Financial Statements3 Financial Statements・Statement of Changes in Equity・Notes to Nonconsolidated Financial Statements ・Policy for Protection of the Company’s Corporate Value and Common Interests of ShareholdersPerformance of Duties by the Audit Committee・Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers2Eisai Co., Ltd. Corporate PhilosophyThis Notice of ConvocationWebsite40 Corporate Philosophy● Corporate Philosophy ▶ https://www.eisai.com/company/philosophy/index.html43 hhc Activities● human health care (hhc) ▶ https://www.eisai.com/hhc/index.html44Medium-Term Business Plan “EWAY Future ＆ Beyond” ● Medium-Term Business Plan “EWAY Future & Beyond” ▶ https://www.eisai.com/ir/management/strategy/index.htmlindex.htmlindex.html● Business Activities—Neurology ▶ https://www.eisai.com/company/business/nerve/● Business Activities—Oncology ▶ https://www.eisai.com/company/business/cancer/108FY2021 Performance (Consolidated Performance)● Latest Financial Reports ▶ https://www.eisai.com/ir/library/settlement/index.html114 Status of Major R&D Pipeline▶ https://www.eisai.com/company/business/research/● R&D index.html150Q&A Frequently Asked Shareholder Questions!● Eisai’s Key Corporate Activities (Eisai at a Glance) ▶ https://www.eisai.com/company/glance/index.htmlESG45 Neurology46 OncologyCorporate Management Information51 Features of the Company’s Corporate Governance● Corporate Governance ▶ https://www.eisai.com/company/governance/index.htmlGovernance66 Activities of the Board of Directors and Committees85 Compliance Risk Management● Our Corporate Governance System ▶ https://www.eisai.com/company/governance/cgsystem/index.html● Compliance, Risk Management and Internal Audit ▶ https://www.eisai.com/sustainability/management/compliance/index.html90 Consideration for the Environment▶ https://www.eisai.com/sustainability/environment/● Environmental Activities index.htmlEnvironment91 Reduction of Greenhouse Gas Emissions92 Initiatives for the Formation of a Recycling-oriented Society● Statement of Commitment for Carbon Neutrality by 2040 ▶ https://www.eisai.com/sustainability/environment/carbon-neutral/index.html● Initiatives for the Formation of a Recycling-oriented Society ▶ https://www.eisai.com/sustainability/environment/circulation-type/index.html96Initiatives to Improve Access to Medicines● Improving Access to Medicines ▶ https://www.eisai.com/sustainability/atm/index.htmlSocial101 Promotion of Active Participation by Women (Japan)● Diversity Initiatives ▶ https://www.eisai.com/sustainability/employee/diversity/index.html101Support for Achieving Balance Between Work and Childcare, Nursing Care, Medical Treatment and Other Needs● Positive Work Environment ▶ https://www.eisai.com/sustainability/employee/environment/index.html3The 110th Ordinary General Meeting of ShareholdersQ&ABusiness ReportConsolidated Financial StatementsFinancial StatementsAudit ReportsAppendixNotice of ConvocationReference DocumentsThis Page Intentionally Left Blank4Eisai Co., Ltd.This Page Intentionally Left Blank5The 110th Ordinary General Meeting of ShareholdersNotice of ConvocationThis Page Intentionally Left Blank6Eisai Co., Ltd.This Page Intentionally Left Blank7The 110th Ordinary General Meeting of ShareholdersNotice of ConvocationThis Page Intentionally Left Blank8Eisai Co., Ltd.The 110th Ordinary General Meeting of Shareholders Reference DocumentsProposal 1: Partial Amendment of the Articles of IncorporationI. Reasons for the ChangesThe following is an overview of the reasons for the changes.1. Eisai will regard “people in the daily living and medical domains” as the main figures in its Corporate Philosophy, the human health care (hhc) concept, and expand the target of its contribution from the current “patients and their families” to “patients and the general public.” While firmly maintaining the hhc Philosophy, we will create an ecosystem model of collaboration with other industries to further increase the satisfaction of patients and the general public, and strive to evolve into a company that supports people’s entire lives by achieving social good in the form of relieving anxiety over health and reducing health disparities. In conjunction with this, the Company will amend Article 2 of its Articles of Incorporation in order to share with our shareholders and other stakeholders the nature of Eisai toward which we strive.2. From the perspective of securing a venue in the event that natural disasters (typhoons, earthquakes, etc.), pandemics, or other special circumstances prevent the General Meeting of Shareholders from being held in Tokyo, we will amend Article13, Paragraph 3 of the Articles of Incorporation, which places limitations on venues for the General Meeting of Shareholders.3. The revisions stipulated in the proviso to Supplementary Provisions Article 1 of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced beginning on September 1, 2022. Accordingly, we will amend Article 15 of the Articles of Incorporation as follows in order to prepare for implementation of a system to provide General Meeting of Shareholders materials electronically. (1) Proposed amendment establishing Article 15, Paragraph 1: Establish the intention to implement measures to provide the information contained in General Meeting of Shareholders Reference Materials, etc., electronically. (2) Proposed amendment establishing Article 15, Paragraph 2: Establish provisions to limit the scope of matters included in written documents provided to shareholders who have requested them. (3) Remove provisions for disclosure through the Internet and deemed delivery of General Meeting of Shareholders Reference Materials, etc. (Article 15 of the current Articles of Incorporation), because they will no longer be required. (4) In conjunction with the new establishment and removal of contents, establish Supplementary Provisions regarding the effective date, etc., of the changes.9The 110th Ordinary General Meeting of ShareholdersReference DocumentsReference Documents Proposal 1II. The content of the changes The following is an overview of the reasons for the change.(Changes are underlined.)Existing Articles of IncorporationProposed change(Corporate Philosophy) Article 2. (1) The Company’s Corporate Philosophy is (Corporate Philosophy)Article 2. (1) The Company’s Corporate Philosophy is to give first thought to patients and their families, and to increase the benefits that health care provides to them. Under this Philosophy, the Company endeavors to become a human health care (hhc) company.to give first thought to patients and the general public, and to increase the benefits that health care provides to them. Under this Philosophy, the Company endeavors to become a human health care (hhc) company.(2) The Company seeks to effectively achieve social good in the form of relieving anxiety over health and reducing health disparities as a Japanese innovation company.(3) The Company’s mission is to increase the satisfaction of patients and the general public, and to empower people in the daily living and medical domains to realize their fullest life through an hhc ecosystem based on collaboration with other industries. The Company believes that revenues and earnings will be generated by fulfilling this mission. The Company places importance on this sequence of placing the mission before the ensuing results.(4) The Company strives to fulfill its social responsibilities by positioning compliance (i.e., the observance of legal and ethical standards) as the basis of all business activities.(5) The Company’s principal stakeholders are patients and the general public, shareholders and employees. The Company endeavors to develop and maintain a good relationship with stakeholders and to enhance the value of their stake through:1． Satisfying unmet medical needs, raising awareness of illnesses and providing information and services that help prevent them, ensuring a stable supply of high-quality products, and providing useful information on subjects including drug safety and efficacy;2. Contributing to a sustainable society with a long-term perspective; 3． Enhancement of common interests of shareholders and long-term corporate value, a positive return to shareholders and timely disclosure of corporate management information; and4. Ensuring stable employment, respecting human rights and diversity, providing full opportunities for growth to support self-fulfillment, and creating an employee-friendly environment. (2) The Company’s mission is the enhancement of patient satisfaction. The Company believes that revenues and earnings will be generated by fulfilling this mission. The Company places importance on this sequence of placing the mission before the ensuing results.(3) The Company strives to fulfill its social responsibilities by positioning compliance (i.e., the observance of legal and ethical standards) as the basis of all business activities.(4) The Company’s principal stakeholders are patients, customers, shareholders and employees. The Company endeavors to develop and maintain a good relationship with stakeholders and to enhance the value of their stake through:1． Satisfying unmet medical needs, ensuring a stable supply of high-quality products, and providing useful information on subjects including drug safety and efficacy;102． Timely disclosure of corporate management information, enhancement of corporate value, and a positive return to shareholders; and3． Ensuring stable employment, offering challenging and fulfilling duties, and providing full opportunities for the development of employees’ capabilities.Eisai Co., Ltd.Proposal 1Existing Articles of IncorporationProposed change(Convocation)Article 13. (1) (Omitted)(2) (Omitted) (3) General Meetings of Shareholders shall be held at a place located in Tokyo.(Convocation)Article 13. (1) (Current)(2) (Current) (3) General Meetings of Shareholders shall be held at a place located in Tokyo. However, it shall be possible to change the location of the venue if it is deemed to be difficult to hold the meeting in Tokyo.(Internet disclosure of reference documents, etc. and deemed provision thereof)Article 15. In convening a General Meeting of Shareholders, the Company shall be deemed to have provided the shareholders with the information that must be mentioned or displayed in the reference documents of a General Meeting of Shareholders, business reports, financial statements and consolidated financial documents by disclosing such information via the Internet pursuant to the regulations issued by the Ministry of Justice.(Electronic Provision Measures, etc.)Article 15. (1) When convening a General Meeting of Shareholders, the Company shall implement measures to provide the information contained in General Meeting of Shareholders Reference Materials, etc., electronically.(2) The Company may choose not to include all or part of the matters for which electronic provision measures are implemented, which have been stipulated by Ordinance of the Ministry of Justice, in written documents provided to shareholders who have requested them by the record date for voting rights. (Supplementary Provisions)1 Removal of Article 15 of the current Articles of Incorporation (Internet disclosure of reference materials, etc., and deemed provision thereof) and proposed amendments establishing Article 15 (Electronic Provision Measures, etc.) shall take effect as of September 1, 2022.2 Notwithstanding the stipulations of the preceding Paragraph, the stipulations of Article 15 of the current Articles of Incorporation shall remain in effect for General Meetings of Shareholders held on or before the final day of February 2023.3 These Supplementary Provisions shall be removed after March 1, 2023 or after the day on which three months have passed following the General Meeting of Shareholders indicated in the preceding Paragraph, whichever is later.11The 110th Ordinary General Meeting of ShareholdersReference DocumentsProposal 2: Appointment of 11 DirectorsThe terms of office of all 12 current directors will expire as of the close of this Ordinary General Meeting of Shareholders. We therefore ask shareholders to elect 11 directors.　The following is a list of the candidates for the position of director based on the decision of the Nomination Committee. Information about each of the candidates can be found on pages 13 through 38.Candidate No./ NameCurrent position and primary area of responsibility in the Company1 Haruo NaitoReappointmentDirector, Representative Corporate Officer and CEO2 Yasuhiko KatohReappointmentOutsideIndependentDirectorChair● Chair of the hhc Governance Committee● Member of the Independent Committee of Outside Directors3 Shuzo Kaihori4 Hideyo Uchiyama5 Hideki Hayashi6 Yumiko Miwa7 Fumihiko Ike8 Yoshiteru Kato9 Ryota Miura10 Hiroyuki KatoReappointmentOutsideDirectorIndependentReappointmentOutsideDirector● Chair of the Nomination Committee● Member of the Compensation Committee● Member of the hhc Governance Committee● Member of the Independent Committee of Outside Directors● Chair of the Audit Committee● Member of the hhc Governance Committee● Member of the Independent Committee Independentof Outside DirectorsReappointment Director ● Member of the Audit CommitteeReappointmentOutsideDirector● Member of the Audit Committee● Member of the hhc Governance Committee● Member of the Independent Committee Independentof Outside DirectorsReappointmentOutsideDirectorIndependent● Member of the Nomination Committee● Member of the Compensation Committee● Member of the hhc Governance Committee● Member of the Independent Committee of Outside DirectorsReappointment Director ● Member of the Audit CommitteeReappointmentOutsideDirector● Member of the Audit Committee● Member of the hhc Governance Committee● Chair of the Independent Committee of IndependentOutside DirectorsSenior Vice PresidentChief Clinical Quality Officer, Chief Product Quality Officer,Global Product Emergency Management, and Pharmaceutical Affairs (New director candidate)NewNewOutsideIndependent11 Richard ThornleyNew director candidate(Notes) 1 See pages 56 and 57 and pages 66 through 75 for details regarding the status of the activities of the Board of Directors and each 2 Only Candidate 1 is serving as an executive director.New OutsideIndependentNew director candidateOutside director candidate Independent officer for notification to stock exchangescommittee.ReappointmentDirector candidate for reappointment12Eisai Co., Ltd.Reference Documents Proposal 2The Company is a company with a nomination committee, etc., system. The Nomination Committee determines director candidates. The emphasis of the Nomination Committee is that management oversight be carried out by the Board of Directors from a multifaceted perspective and with advanced knowledge. Each year, it looks into the composition and number of board members from a medium- to long-term perspective and reviews the diversity of each director in terms of expertise, experience, and other aspects.Diversity of Director CandidatesThe expertise, experience, and backgrounds of the 11 director candidates are summarized below. The mark indicates the primary reason the Nomination Committee selected the director candidate.Candidate No./NameCorporate managementGlobalFinance & accountingLegalAcademic background(discipline)Gender &nationalityAge1 Haruo Naito2 Yasuhiko Katoh3 Shuzo Kaihori4 Hideyo Uchiyama5 Hideki Hayashi6 Yumiko Miwa7 Fumihiko Ike8 Yoshiteru Kato9 Ryota Miura10 Hiroyuki Kato11 Richard Thornley(ESG, Corporate Governance)(Female)(Foreign Nationality)Independence and Neutrality of Outside DirectorsOutside director candidates nominated by the Company’s Nomination Committee satisfy the “Requirements for the Independence and Neutrality of Outside Directors” set forth by the Nomination Committee. (Please see page 37 for more on the Requirements.)In regard to outside director candidates, the Nomination Committee has determined the “independence and neutrality” of each candidate by checking matters related to the requirements based on interviews of the individuals in question as well as investigations of the transactional relationships between the Company and the companies and organizations with which they are affiliated. In addition, the Nomination Committee has selected candidates based on the “selection criteria for outside directors” established by the Nomination Committee. All 7 outside director candidates fulfill the requisites for outside director candidates as specified in Article 2, Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act and the criteria for independent officers as established by the Tokyo Stock Exchange.747574696456706248645713The 110th Ordinary General Meeting of ShareholdersReference DocumentsProposal 2Candidate1Haruo NaitoDecember 27, 1947 (74 years of age) * as of June 17, 2022ReappointmentCurrent position and primary area of responsibility in the CompanyNo. of years served as directorDirector, Representative Corporate Officer and CEO39 * as of the close of this Ordinary General Meeting of ShareholdersNo. of the Company’s shares held by the candidate656,777 * as of March 31, 2022Special conflicts of interest between the candidate and the Company or any of its subsidiaries, associated companies, or major business partners: Yes ** Haruo Naito serves as the chair of the Naito Foundation, to which the Company makes donations. The purpose of the Foundation is to promote basic research in natural sciences related to the prevention and treatment of human diseases and thereby contribute to academic promotion and human welfare. Accordingly, the Board of Directors has deemed these donations to be appropriate transactions that invest in the purpose of the Foundation, and granted their approval. In addition, Haruo Naito does not receive any remuneration whatsoever from the Naito Foundation, and the Foundation does not employ any of his close relatives as officers or employees.Reasons for nomination as a director candidate and summary of expected rolesThe Nomination Committee has determined that the candidate has appropriately explained resolution items and report items in meetings of the Board of Directors as the only director with concurrent duties as a corporate officer and has sufficiently fulfilled the role of overseeing important management decisions and the execution of business, and has nominated the candidate to continue from the previous year serving as director.The Company’s Corporate Governance Principles call for the Representative Corporate Officer and CEO to serve concurrently as director.14Eisai Co., Ltd.Reference Documents Proposal 2Dear Shareholders,We aim to become a group that realizes the social good, including ‘relieving anxiety over health’ and ‘reducing health disparities’ in the most efficient way. In this sense, we are engaged in the provision of not only treatments but also information and services for the prevention of disease as well as the implementation of Internet hospitals and other remote medicine in widespread economic zones without sufficient medical infrastructures. In regard to alleviating anxieties about one’s health, we will particularly provide information concerning Alzheimer’s disease and the situation related to means for its diagnosis and treatment, and give recommendations for the improvement of daily life habits and the making of periodic visits to see physicians.In relation to the discovery of new drugs, which are most powerful as solutions, the whole company is working toward achievement of the filing of applications of lecanemab for approval around the world. Our desire is to enable its delivery as soon as possible to patients in need of the treatment. We are currently injecting our resources to these activities on a priority basis and look forward to the understanding and support of our shareholders.Personal history and concurrent employment, etc.* The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2022. The date of retirement is shown if the individual has already retired as an officer, etc.Oct. 1975 Joined the CompanyApr. 1983 Senior Director, R&D Promotion Department of the CompanyJun. 1983 Director of the CompanyApr. 1985 General Manager, R&D of the CompanyJun. 1985 Managing Director of the CompanyJun. 1986 Representative Director and Senior Managing Director of the CompanyJun. 1987 Representative Director and Deputy President of the CompanyApr. 1988 Representative Director and President of the CompanyJun. 2003 Representative Director, President and Chief Executive Officer (CEO) of the CompanyJun. 2004 Director, President (Representative Corporate Officer) and CEO of the CompanyJan. 2006 Chair, The Naito Foundation (current)Jun. 2014 Director, Representative Corporate Officer and CEO of the Company (current)Activity on the Board of Directors and CommitteesAttendance (FY2021)In his capacity as Director, Representative Corporate Officer and CEO, Mr. Naito explains the details of relevant proposals that are submitted at meetings of the Board of Directors, and also provides sufficient explanations of proposals related to report items. Furthermore, he responds carefully and clearly to questions from other directors while presenting his own views as appropriate. Mr. Naito is not a member of any of the committees.● Board of Directors 11/11 (100%)● Nomination Committee ● Audit Committee ―　　―　　● Compensation Committee ―　　● hhc Governance Committee ―　　● Independent Committee of Outside Directors ―　　15The 110th Ordinary General Meeting of ShareholdersReference DocumentsProposal 2Candidate2Yasuhiko KatohMay 19, 1947 (75 years of age) * as of June 17, 2022ReappointmentOutsideIndependentCurrent position and primary area of responsibility in the CompanyChair of the Board of DirectorsNo. of years served as director● Chair of the hhc Governance Committee● Member of the Independent Committee of Outside Directors6 * as of the close of this Ordinary General Meeting of ShareholdersNo. of the Company’s shares held by the candidate1,478 * as of March 31, 2022Special conflicts of interest between the candidate and the Company or any of its subsidiaries, associated companies, or major business partners: NoneReasons for nomination as a director candidate and summary of expected rolesAs can be seen from his personal history, the candidate has abundant experience as a manager of a global corporation in the shipping and marine industries, etc., as well as a high level of insight into management and excellent supervisory ability. The Nomination Committee expects that the candidate will use his experience and abilities to objectively execute his management oversight duties.In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director, chair of the Board of Directors, and chair of the hhc Governance Committee, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as outside director.Independence and neutralityThe candidate has experience serving as an officer of Mitsui Engineering & Shipbuilding Co., Ltd. (currently Mitsui E&S Holdings Co., Ltd.). However, there is no transactional relationship between said company and the Company.The Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.16Eisai Co., Ltd.Reference Documents Proposal 2Dear Shareholders,Last fiscal year, the Company set out on the remaining 5 years of the “EWAY 2025” medium-term business plan.As stated in the plan, we are committed to operating our business in a super-aged society with the aim of reducing health disparities, and relieving the worries and anxieties of patients who suffer from diseases like cancer and dementia. We also seek to contribute in the field of preventive care and by raising awareness of diseases so that the general public can take concrete steps to maintain good health and prevent illnesses.To achieve these goals, we must take on many challenges, including promotion of digital transformation (DX) to realize the concept of hhceco let alone drug discovery research. We must thereby strive to minimize any accompanying risks.Eisai’s directors thoroughly discuss these matters that concern the foundation of management, strive to ensure the transparency of management, and fulfill our responsibility toward management oversight and supervision and the further betterment of the Company’s corporate governance. By doing so, we will contribute to the enhancement of Eisai’s medium- to long-term corporate value. We will commit ourselves to meeting the expectations of stakeholders, including shareholders, patients, and employees.Personal history and concurrent employment, etc.* The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2022. The date of retirement is shown if the individual has already retired as an officer, etc.Apr. 1973 Joined Mitsui Engineering & Shipbuilding Co., Ltd.Jun. 2001 President, Mitsui Zosen Europe Ltd.Apr. 2004 CEO, Mitsui Babcock Energy LimitedJun. 2004 Director, Mitsui Engineering & Shipbuilding Co., Ltd., assigned to Mitsui Babcock Energy Limited (stationed in the United Kingdom)Dec. 2006 Director, Mitsui Engineering & Shipbuilding Co., Ltd., assigned to Special Mission by PresidentJun. 2007 Representative Director and President, Mitsui Engineering & Shipbuilding Co., Ltd.Jun. 2013 Chairman and Representative Director, Mitsui Engineering & Shipbuilding Co., Ltd.Jun. 2016 Director of the Company, Member of the Independent Committee of Outside Directors (current), Member of the Nomination Committee, and Member of the Compensation CommitteeApr. 2017 Director and Senior Advisor, Mitsui Engineering & Shipbuilding Co., Ltd.Jun. 2017 Chair of the Compensation Committee of the CompanyJun. 2017 Senior Advisor, Mitsui Engineering & Shipbuilding Co., Ltd. (currently Mitsui E&S Holdings Co., Ltd.)Jun. 2018 Chair of the Board of Directors of the Company (current)May 2020 Chair of the hhc Governance Committee of the Company (current)Jul. 2020 Special Advisor, Mitsui E&S Holdings Co., Ltd. (current)Activity on the Board of Directors and CommitteesAttendance (FY2021)As the chair of the Board of Directors, Mr. Katoh carries out active and efficient leadership, selecting proposals to be presented at meetings of the Board of Directors and presiding over the proceedings of those meetings while explaining the agenda, encouraging input from members, requesting explanations from the corporate officers, and summarizing the opinions of the Board of Directors. Mr. Katoh utilizes his abundant experience and knowledge as a corporate manager and his high level of management expertise and supervisory capabilities as he requests explanations and presents his opinions, etc., as appropriate at meetings of the Board of Directors. In addition, as the chair of the hhc Governance Committee, he directs the secretariat of the Committee, makes preparations for meetings of the Committee, and presides over its proceedings in an effort to continually enhance corporate governance. He reports to the Board of Directors on the results of the proceedings, makes proposals, and responds to questions and comments at meetings of the Board of Directors, fulfilling his expected role.● Board of Directors 11/11 (100%)● Nomination Committee ● Audit Committee ―　　―　　● Compensation Committee ―　　● hhc Governance Committee 13/13 (100%)● Independent Committee of Outside Directors 8/8 (100%)17The 110th Ordinary General Meeting of ShareholdersReference DocumentsProposal 2Candidate3Shuzo KaihoriJanuary 31, 1948 (74 years of age) * as of June 17, 2022ReappointmentOutsideIndependentCurrent position and primary area of responsibility in the CompanyDirector● Chair of the Nomination Committee● Member of the Compensation Committee● Member of the hhc Governance Committee● Member of the Independent Committee of Outside Directors4 * as of the close of this Ordinary General Meeting of ShareholdersNo. of years served as directorNo. of the Company’s shares held by the candidate591 * as of March 31, 2022Special conflicts of interest between the candidate and the Company or any of its subsidiaries, associated companies, or major business partners: NoneReasons for nomination as a director candidate and summary of expected rolesAs can be seen from his personal history, the candidate has abundant experience as the top executive of a global corporation in industrial instruments and process control equipment businesses. He has a high level of insight into management and excellent supervisory capabilities. The Nomination Committee expects that the candidate will use his experience and capabilities to objectively execute his management oversight duties.In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director, chair of the Nomination Committee, and member of the Compensation Committee, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.Independence and neutralityThe candidate has experience serving as an officer of Yokogawa Electric Corporation. Although there is a history of transaction between the Company and Yokogawa Solution Service Corporation, which is a subsidiary of said company, the amount was negligible (less than 0.01% of the consolidated sales of said subsidiary). The candidate serves as an outside director of HOYA Corporation. There is no steady transactional partnership between said company and the Company.As explained above, the Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.18Eisai Co., Ltd.Reference Documents Proposal 2Dear Shareholders,As the world undergoes rapid and irreversible changes, the future has become increasingly difficult to foresee. In this context, management from a medium- to long-term perspective is more important than ever. The Company seeks to realize our Corporate Philosophy with priority given to the security and peace of mind of all stakeholders. While our hhc philosophy sets forth giving first thought to delivering increased benefits to patients and the general public, the “EWAY Future & Beyond” medium-term business plan seeks to expand the scope of value provision to include presymptomatic care and The People’s entire life. To empower The People to realize their fullest life with dignity, the Company is in the process of expanding the areas of contribution made to each individual and society, based on our strength in pharmaceuticals as the value we provide. Personally, I will strive to meet the expectations of stakeholders by overseeing the management team’s execution of duties from the independent standpoint of an outside director.Personal history and concurrent employment, etc.* The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2022. The date of retirement is shown if the individual has already retired as an officer, etc.Apr. 1973 Joined Yokogawa Electric Works Ltd. (currently Yokogawa Electric Corporation)Apr. 2005 Vice President, Head of IA Business Headquarters, Yokogawa Electric CorporationApr. 2006 Senior Vice President, Head of IA Business Headquarters, Yokogawa Electric CorporationJun. 2006 Director and Senior Vice President, Head of IA Business Headquarters, Yokogawa Electric CorporationApr. 2007 President and Chief Operating Officer, Yokogawa Electric CorporationApr. 2013 Chairman and Chief Executive Officer, Yokogawa Electric CorporationApr. 2015 Chairman, Yokogawa Electric CorporationJun. 2015 Outside Director, HOYA Corporation (current)Jun. 2016 Director and Chairman of the Board, Yokogawa Electric CorporationJun. 2018 Director of the Company (current), Chair of the Nomination Committee (current), Member of the Compensation Committee (current), and Member of the Independent Committee of Outside Directors (current)Jun. 2018 Advisor, Yokogawa Electric Corporation (resigned in June 2020)May 2020 Member of the hhc Governance Committee of the Company (current)Activity on the Board of Directors and CommitteesAttendance (FY2021)At meetings of the Board of Directors, Mr. Kaihori utilizes his abundant experience and knowledge as a corporate manager and his high level of management expertise and supervisory capabilities as he requests explanations and presents his opinions, etc., as needed. In addition, as the chair of the Nomination Committee, he directs the secretariat of the Committee, makes preparations for meetings of the Committee and presides over its proceedings. He reports to the Board of Directors on the results of the proceedings and responds to questions and comments at meetings of the Board of Directors. As a member of the Compensation Committee, he presents a variety of proposals to the Committee and responds to questions from other Committee members. He also requests explanations regarding the opinions of other members, and presents his own opinions and advice as needed, fulfilling his expected role.● Board of Directors 11/11 (100%)● Nomination Committee 10/10 (100%)● Audit Committee ● Compensation Committee ―　　7/7 (100%)● hhc Governance Committee 13/13 (100%)● Independent Committee of Outside Directors 8/8 (100%)19The 110th Ordinary General Meeting of ShareholdersReference DocumentsProposal 2Candidate4Hideyo UchiyamaMarch 30, 1953 (69 years of age) * as of June 17, 2022ReappointmentOutsideIndependentCurrent position and primary area of responsibility in the CompanyDirector● Chair of the Audit Committee● Member of the hhc Governance Committee● Member of the Independent Committee of Outside Directors4 * as of the close of this Ordinary General Meeting of ShareholdersNo. of years served as directorNo. of the Company’s shares held by the candidate591 * as of March 31, 2022Special conflicts of interest between the candidate and the Company or any of its subsidiaries, associated companies, or major business partners: NoneReasons for nomination as a director candidate and summary of expected rolesAs can be seen from his personal history, the candidate has expertise and experience as a certified public accountant. At the same time, he has abundant experience as the head of an audit firm and top executive of a global consulting firm. He also has a high level of insight into management as well as excellent supervisory ability. The Nomination Committee expects that the candidate will use his experience and abilities to objectively execute his management oversight duties.In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director and chair of the Audit Committee, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.Independence and neutralityThe candidate has experience serving as an officer of KPMG Japan. Although there is a history of transaction between the Company and KPMG AZSA LLC and KPMG Tax Corporation, both group companies of KPMG Japan, the amount was negligible (less than 0.01% of the consolidated sales of said subsidiary). The candidate currently serves as advisor to Asahi Tax Corporation. However, there is no transactional relationship between said company and the Company.The candidate serves as outside director of Sompo Holdings, Inc. The Company has insurance policy transactions with an insurance company affiliated with said company. However, the value of said transactions is negligible (less than 0.01% of said insurance company’s net premium income). The candidate also serves as an outside audit & supervisory board member of OMRON Corporation. However, there is no transactional partnership between said company and the Company.As explained above, the Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute his duties as an outside director.20Eisai Co., Ltd.Reference Documents Proposal 2Dear Shareholders,Workstyle reforms accelerated by the pandemic necessitated considerable adjustments to the way we perform internal and external audits as well. We now mostly use the Internet and other means to replace face-to-face audits, and we have introduced various measures to improve the efficiency and productivity of our operations. In FY2021 I worked closely with the Corporate Internal Audit Department and the Accounting Auditor to ensure audit activities were carried out effectively and appropriately in this environment. In recent years, stakeholders are increasingly looking to the disclosure of non-financial information in integrated reports and elsewhere, in addition to the more traditional financial information, for insight in assessing corporate value. As a basis for such disclosures, companies must formulate and practice an appropriate risk management policy aligned with changes in internal and external environments.As an outside director, I intend to fulfill my duties by maintaining a broad view that encompasses these areas as well.Personal history and concurrent employment, etc.* The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2022. The date of retirement is shown if the individual has already retired as an officer, etc.Nov. 1975 Joined Arthur Young & CompanyDec. 1979 Joined Asahi Accounting Company (currently KPMG AZSA LLC)Mar. 1980 Registered as Certified Public AccountantJul. 1999 Representative Partner, KPMG AZSA LLCMay 2002 Board Member, KPMG AZSA LLCJun. 2006 Executive Board Member, KPMG AZSA LLCJun. 2010 Managing Partner, KPMG AZSA LLC, Chairman, KPMG JapanSep. 2011 Chairman, KPMG Asia PacificOct. 2013 CEO, KPMG Japan (resigned in June 2015)Sep. 2015 Executive Advisor, ASAHI Tax Corporation (current)Jun. 2016 Audit & Supervisory Board Member (Outside), OMRON Corporation (current)Jun. 2017 Audit & Supervisory Board Member (Outside), Sompo Holdings, Inc.Jun. 2018 Director of the Company (current), Chair of the Audit Committee (current), and Member of the Independent Committee of Outside Directors (current)Jun. 2019 Outside Director, Sompo Holdings, Inc. (current)May 2020 Member of the hhc Governance Committee of the Company (current)* Hideyo Uchiyama, as a certified public accountant, has considerable knowledge and experience related to financial accounting and auditing.Activity on the Board of Directors and CommitteesAttendance (FY2021)At meetings of the Board of Directors, Mr. Uchiyama utilizes his specialized knowledge as a certified public accountant as well as his high level of management expertise and supervisory capabilities as the top leader of an audit firm, as he requests explanations and presents his opinions and advice as appropriate. In addition, as the chair of the Audit Committee, he directs the secretariat of the Committee, makes preparations for meetings of the Committee and presides over its proceedings. He reports to the Board of Directors on the results of the proceedings and responds to questions and comments at meetings of the Board of Directors, fulfilling his expected role. Furthermore, he observes audits of the independence and appropriateness of the Accounting Auditor.● Board of Directors ● Nomination Committee ● Audit Committee 11/11 (100%)―　　12/12 (100%)● Compensation Committee ―　　● hhc Governance Committee 13/13 (100%)● Independent Committee of Outside Directors 8/8 (100%)21The 110th Ordinary General Meeting of ShareholdersReference DocumentsProposal 2Candidate5Hideki HayashiNovember 22, 1957 (64 years of age) * as of June 17, 2022ReappointmentCurrent position and primary area of responsibility in the CompanyNo. of years served as directorDirector● Member of the Audit Committee3 * as of the close of this Ordinary General Meeting of ShareholdersNo. of the Company’s shares held by the candidate37,849 * as of March 31, 2022Special conflicts of interest between the candidate and the Company or any of its subsidiaries, associated companies, or major business partners: NoneReasons for nomination as a director candidate and summary of expected rolesThe Company’s corporate governance principles call for appointing inside directors who have abundant experience working within the Company to serve as members of the Audit Committee. The candidate has a wealth of experience and knowledge acquired through work related to business development, R&D, corporate planning, information systems, Japan business, etc., and through duties as a corporate officer. The Nomination Committee expects that the candidate will use his experience and knowledge to objectively execute his management oversight duties.In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director and member of the Audit Committee, (2) qualifications and capabilities as a director, (3) in-house experience, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing his management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as a director.22Eisai Co., Ltd.Reference Documents Proposal 2Dear Shareholders,The spread of COVID-19 necessitated various responses around the world, including mass vaccination, mandatory use of facial masks and hand sanitizers, physical distancing, and temporary blockage and closure of traffic and facilities. On the other hand, these measures have introduced new changes in the world as by-products, such as the spread of telecommuting, web conferencing, and telemedicine enabled by the use of digital technology, as well as the advancement of home and office renovation. In the future, the way people think about illnesses will change from treatment to presymptomatic care and prevention, leading to greater needs for increasing one’s health span. Under our corporate mission of human health care, we are working to create and provide various solutions tailored to each individual and realize an hhc ecosystem that will remove the anxieties of The People. Based on the wide range of experience I have gained through my duties as an inside director and Audit Committee member, I will perform audits and oversight to make sure the Company’s activities and efforts are carried out appropriately, and our corporate value is enhanced even further. It is my desire to respond to the expectations of our shareholders and many other stakeholders through these activities.Personal history and concurrent employment, etc.* The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2022. The date of retirement is shown if the individual has already retired as an officer, etc.Apr. 1981 Joined the CompanyApr. 2004 Senior Director, Business Development Department of the CompanyJun. 2005 Vice President of the CompanyJun. 2006 Assigned to Business Development of the CompanyJun. 2007 Senior Vice President of the CompanyJul. 2009 Chief Product Creation Officer, Eisai Product Creation Systems of the CompanyJun. 2010 Executive Vice President of the CompanyJun. 2011 Assigned to IR of the CompanyJun. 2012 Representative Corporate Officer and Deputy President of the CompanyJun. 2012 Assigned to Global Business Development of the CompanyJun. 2012 President, Eisai R&D Management Co., Ltd.Jun. 2014 Representative Corporate Officer, CPCO, and CIO of the CompanyJun. 2014 Chief Information Officer of the CompanyOct. 2014 Representative Corporate Officer, Corporate Planning & Strategy and CIO of the CompanyOct. 2014 Assigned to Corporate Planning & Strategy of the CompanyApr. 2016 Representative Corporate Officer, Japan Business, and CIO of the CompanyApr. 2016 Assigned to Japan Business of the CompanyApr. 2016 Assigned to Dementia Solution Headquarters of the CompanyApr. 2017 Assigned to hhc Solution Headquarters of the CompanyJun. 2019 Director of the Company (current) and Member of the Audit Committee (current)Activity on the Board of Directors and CommitteesAttendance (FY2021)At meetings of the Board of Directors, Mr. Hayashi utilizes his abundant experience within the Company and high level of management expertise and supervisory capabilities as he requests explanations and presents his opinions and advice as needed. As a member of the Audit Committee, he also directs the daily operation of the Management Audit Department, works to enhance the quality of audit activities, and has attended important meetings and audited subsidiaries. In addition to explaining audit activities he had conducted, at meetings of the Audit Committee, he presented his own opinions regarding agenda items and report items as needed, fulfilling his expected role.● Board of Directors ● Nomination Committee ● Audit Committee 11/11 (100%)―　　12/12 (100%)● Compensation Committee ―　　● hhc Governance Committee ―　　● Independent Committee of Outside Directors ―　　23The 110th Ordinary General Meeting of ShareholdersReference DocumentsProposal 2Candidate6Yumiko MiwaOctober 12, 1965 (56 years of age) * as of June 17, 2022ReappointmentOutsideIndependentCurrent position and primary area of responsibility in the CompanyDirector● Member of the Audit Committee● Member of the hhc Governance Committee● Member of the Independent Committee of Outside Directors2 * as of the close of this Ordinary General Meeting of ShareholdersNo. of years served as directorNo. of the Company’s shares held by the candidate554 * as of March 31, 2022Special conflicts of interest between the candidate and the Company or any of its subsidiaries, associated companies, or major business partners: NoneReasons for nomination as a director candidate and summary of expected rolesAs can be seen from her personal history, the candidate is a specialist in ESG and corporate governance. Although she has not been directly involved with management, her field of research has given her deep knowledge of ESG, corporate governance, and socially responsible investment, that gives her a high level of insight into management and excellent supervisory capabilities. The Nomination Committee expects that the candidate will use her knowledge and abilities to objectively execute her management oversight duties.In addition to constructing a Board of Directors composed of diverse members with a variety of specialized knowledge and experience, etc., the Nomination Committee has considered such factors as the candidate’s (1) practical accomplishments as a director and member of the Audit Committee, (2) qualifications and capabilities as a director, (3) career background, and (4) number of years in office, etc. Having determined that the candidate is capable of objectively executing her management oversight duties and is suitable as a director of the Company, the Nomination Committee has nominated the candidate to continue from the previous year serving as an outside director.Independence and neutralityThe candidate is not concurrently employed by any company or organization with a relationship of interest with the Company or its subsidiaries and associated companies.The candidate serves as an outside director of Pigeon Corporation. However, there is no transactional partnership between said company and the Company.The Nomination Committee has confirmed that the candidate meets the conditions for outside directors stipulated by the Companies Act and the “Requirements for the Independence and Neutrality of Outside Directors” established by the Nomination Committee, and that there is no related obstacle, problem or other circumstance that would impair the candidate’s ability to execute her duties as an outside director.24Eisai Co., Ltd.Reference Documents Proposal 2Dear Shareholders,As corporate activities grow in scope, negative externalities affecting society and the global environment increase as well. Monitoring such externalities is an important theme today in the oversight of boards of directors. Under the Corporate Philosophy of human health care (hhc), Eisai has worked to increase the Company’s corporate value and the common interests of shareholders, as well as patient value. Eisai’s corporate governance reform has garnered high praise. The Company also undertakes various initiatives that take into consideration negative externalities as a global company.I have conducted research focused on institutional investors, corporate governance, and ESG investment. As an independent outside director, I will utilize the findings of that research to fulfill my oversight and supervision duties in this age when companies are expected to live up to its sustainability and diversity promises, so that the Company can steadily carry out its management strategies based on the Corporate Philosophy of hhc. In particular, I would like to contribute to the growth of diversity in the Board of Directors through my perspective as a woman, engage proactively in dialogue with shareholders and other stakeholders, while at the same time contributing to the improvement of the Company’s corporate value.Personal history and concurrent employment, etc.* The notation “(current)” is shown for positions held as officers, etc., as of May 13, 2022. The date of retirement is shown if the individual has already retired as an officer, etc.Apr. 1988 Joined Nomura Securities Co., Ltd.Apr. 1996 Full-time Research Associate, School of Commerce, Meiji UniversityApr. 1997 Full-time Lecturer, School of Commerce, Meiji UniversityApr. 2000 Associate Professor, School of Commerce, Meiji UniversityApr. 2002 Member of Fund Management Committee, Pension Fund Association for Local Government OfficialsOct. 2005 Professor, School of Commerce, Meiji University (current)Apr. 2006 Visiting Scholar, Ross School of Business, University of MichiganApr. 2013 Part-time Lecturer, School of Economics, Rikkyo UniversityApr. 2020 Part-time Lecturer, College of Commerce, Nihon UniversityApr. 2020 Member of Fund Management Committee, National Federation of Mutual Aid Associations for Municipal Personnel (current)Jun. 2020 Director of the Company (current), Member of the Audit Committee (current), Member of the hhc Governance Committee (current), and Member of the Independent Committee of Outside Directors (current)Apr. 2021 Member, Pension Asset Management Review Committee, The Mutual Aid Association of Prefectural Government Personnel (current)Mar. 2022 Outside Director, Pigeon Corporation (current)Activity on the Board of Directors and CommitteesAttendance (FY2021)At meetings of the Board of Directors, Ms. Miwa utilizes her expert knowledge in the fields of ESG and corporate governance as well as her high level of management expertise and supervisory capabilities as she requests explanations and presents her opinions and advice as appropriate. Also, as a member of the Audit Committee, she formulates audit plans, requests explanations regarding the results of investigations and subsequent follow-up actions, and presents her opinions at meetings of the Audit Committee as needed, fulfilling her expected role.● Board of Directors ● Nomination Committee ● Audit Committee 11/11 (100%)―　　12/12 (100%)● Compensation Committee ―　　● hhc Governance Committee 13/13 (100%)● Independent Committee of Outside Directors 8/8 (100%)25The 110th Ordinary General Meeting of ShareholdersReference DocumentsProposal 2Candidate7Fumihiko IkeMay 26, 1952 (70 years of age) * as of June 17, 2022ReappointmentOutsideIndependentCurrent position and primary area of responsibility in the CompanyDirector● Member of the Nomination Committee● Member of the Compensation Committee● Member of the hhc Governance Committee● Member of the Independent Committee of Outside Directors1 * as of the close of this Ordinary General Meeting of ShareholdersNo. of years served as directorNo. of the Company’s shares held by the candidate1,000 * as of March 31, 2022Special conflicts of interest between the candidate and the Company or any of its subsidiaries, associated companies, or major