Corporate Governance

Basic Policy and System of Corporate Governance

1. Objective

   The Kaneka regards achieving sustainable growth and improving its corporate value in the medium- to long-term as its most important management issue, based on its Management Philosophy (which comprises the Corporate Philosophy, Corporate Ideals, and ESG Charter) set forth in its long-term vision “Declaration of KANEKA UNITED for the future.”
   Enhancing corporate governance is essential for achieving this aim, and Kaneka has formulated its Basic Policy on Corporate Governance.

2. Basic Policy of Corporate Governance

   Kaneka believes that a working corporate governance function is extremely important for realizing diverse, global business growth and maintaining the optimal allocation of corporate resources to the R&D, production and sales activities that support that growth. It is also essential for realizing sustainable growth together with the medium- to long-term improvement of corporate value. From that perspective, Kaneka is working to enhance corporate governance, both to ensure transparency and fairness in decision-making and to build more dynamic management through swift, bold decisions. Kaneka believes the following basic items are particularly important in those efforts.

   • Respecting and ensuring the equality of shareholder rights
   • Collaborating with other stakeholders in the value-creation process
   • Ensuring transparency through the timely, appropriate disclosure of information
   • Strengthening the oversight and strategic recommendation functions of the Board of Directors by leveraging the independence and insight of its outside officers
   • Appropriately communicating and encouraging understanding of Kaneka’s corporate philosophy and policies among all stakeholders
   • Conducting a constructive dialogue with shareholders based on an understanding of the Kaneka’s corporate policies

Corporate Governance Structure