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Corporate Governance

Our basic approach and strategy

Unicharm believes that working towards sustainable growth and creation of medium-to-long term corporate value through efforts to cooperate appropriately with stakeholders and become a company supported and trusted by society leads to the “promotion of sound corporate management” through the Unicharm Ideals. In order to achieve these targets, the basic policy towards corporate governance is to achieve transparent, fair, prompt and bold management through frank and proactive engagement that will gain the support of various stakeholders, initiatives in response to ESG issues and the further development of an environment that enables appropriate decision-making by directors without missing an opportunity.

Management structure

In May 2015, we moved to a “company with audit and supervisory committee governance structure” to meet the expectations of all our stakeholders in Japan and overseas from a global perspective by strengthening the oversight function of the Board of Directors toward management and bringing outside directors into the management process to increase transparency and efficiency. Members of the independent Audit and Supervisory Committee have voting rights on the Board of Directors and the committee actively uses the Company's internal control system to carry out audits. This has helped to create a corporate culture and spirit based on compliance, appropriate collaborative relationships with stakeholders and sound business ethics.

Corporate Governance Structure (as of January 1, 2020)

Development of our internal control system

Unicharm formulated its Basic Policy for Establishing an Internal Control System in accordance with the Companies Act and established an Internal Control Committee to respond to the Internal Control and Reporting System (J-SOX) of the Financial Instruments and Exchange Act.

The Internal Control Committee conducts an annual reassessment of risks for each Unicharm Group company, reviews target countries for J-SOX assessment and revises the scope of business processes requiring evaluation. At the same time, the committee works to improve the reliability of financial reporting by promoting the establishment and operation of an internal control system and effective assessments.

We are making ongoing improvements to this internal control system from a global perspective by taking into account regulatory developments in countries overseas where the Group operates.

Directors' remuneration

For information on directors' remuneration, please see Unicharm's Report on Corporate Governance.

Implementation status of the Board of Directors and Committees

In FY2019, the Board of Directors met 10 times and the Audit & Supervisory Committee met 13 times. The attendance rate was 98.6% for meetings of the Board of Directors and 100% for meetings of the Audit & Supervisory Committee. The attendance rate for Outside Board Directors and for Outside Audit & Supervisory Committee Members was 100% in both cases.

Selection Standards for Independent Directors

The selection standards for Independent Directors are indicated below.

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