王子製紙カジノSustainability

Fundamental Approach

Our fundamental 王子製紙カジノ philosophy is to maintain a strong and sound management and financial structure trusted by the international energy market while ensuring an autonomous and independent corporate culture and a management system that allows us to make fair and prompt decisions.

• These guidelines set out our fundamental approach to and system for our 王子製紙カジノ and serve as a code of conduct for our officers in pursuit of sustainable growth and enhancement of corporate value.

王子製紙カジノ System

Building a 王子製紙カジノ Framework with the Independence and Diversity of a Listed Company

To better enable global business development across variety of fields, our Board of Directors is composed of internal directors with deep knowledge of our business and outside directors with broad expertise, selected in accordance with a skills matrix. Despite being unlisted, 王子製紙カジノ has established independence criteria and maintains a governance structure where outside directors, including independent outside directors, form the majority to enhance objectivity and ensure sound governance.

Our auditors also include independent outside members, and we have established the Statutory Auditor Panel as a forum to facilitate communication, information sharing, and the exchange of opinions among them.

王子製紙カジノ Structure

(as of July 1, 2025)

Overview of 王子製紙カジノ

Key Deliberations of the Board of Directors

Conducting Multifaceted Discussions Grounded in Timely Updates on Global and Business Developments

The Board of Directors generally convenes once a month and is responsible for formulating 王子製紙カジノ’s basic management policies, including our business strategies and plans. It also supervises the execution of business operations.

Additionally, we have established the Directors’ Discussions as a forum for each director to freely exchange opinions on comprehensive topics concerning our company’s critical management issues.

The primary agenda items for the company’s Board of Directors in FY2024 were as follows.

Support for Directors

Facilitating Effective Discussions by Combining Timely and Appropriate Information Sharing with On-Site Inspections

We have established a system that provides directors with the support they need to perform the duties expected of them. Among other benefits, the system provides each director with comprehensive, accurate information, as well as opportunities to learn more about our company’s core businesses from outside experts around the world. In FY2024, we held a Board of Directors meeting at our overseas site in Belgium, promoting understanding of local operations through visits to overseas subsidiaries and communication with local employees.

For newly appointed directors, we provide onboarding briefings and promote their early understanding of our business through presentations by the heads of each business division, visits to key facilities such as our power plants, and opportunities for engagement.

During the Directors’ Discussions, we addressed a wide range of topics, including multiple discussions on management’s material issues.

Board of Directors meeting at Parkwind N.V. Belgium (December 2024)

Outside directors during a site visit to Higashi-Ohgishima Thermal Power Station (September 2024)

Leadership Panel and Expert Committees

Operating the Leadership Panel and Expert Committees Serving as Advisory Bodies with Participation from Experts in Each Field

We have established a Leadership Panel that consists of the Global CEO and Chair, the President, Director, CEO and COO, and the C-suite executive and officer as a forum for deliberating on and deciding important management matters and receiving necessary reports based on the company’s internal rules.

Moreover, expert committees have been established as subsidiary bodies to the Leadership Panel―in principle, one for each major field―to provide advice to the Leadership Panel from an expert perspective and support its deliberations. In principle, matters to be proposed and reported to the Board of Directors are discussed and decided by the Leadership Panel based on advice from the relevant expert committees. The results of deliberations by the Leadership Panel are reported to the Board of Directors, along with advice from the expert committees.

Role of the Nomination and Compensation Committee and Its Discussion Topics

Transitioning to a Committee Structure That Includes Independent Outside Directors to Enhance Expertise and Objectivity

王子製紙カジノ has established the Nomination and Compensation Committee to discuss matters related to the personnel and compensation of directors and executive officers.

The committee comprises four directors, half of whom are outside directors. In June 2025, to enhance expertise and objectivity, the committee was divided into a voluntarily established Nomination Committee and Compensation Committee. For the first time, independent outside directors will be appointed as members, and both committees will include six members, four of whom are outside directors.

Nomination and Compensation Committee Attendance in FY2024

Compensation Structure for Officers

The compensation for our directors is determined within the limits approved at the General Meeting of Shareholders, based on the deliberations of the Nomination and Compensation Committees and the resolutions of the Board of Directors.

Director compensation utilizes performance-based rewards in addition to fixed compensation. This approach stems from our intent to provide sound incentives that align with our aspirations for sustained growth.

Total Officer Compensation in FY2024^*

Evaluating Board Effectiveness

Implementing a Plan-Do-Check-Act (PDCA) cycle to Continuously Improve the Effectiveness of the Board of Directors

In order to tie our efforts to continuous improvement of the effectiveness of the Board of Directors, we conduct an annual questionnaire survey targeting all directors and corporate auditors, asking them to consider the state of deliberations and operations of the Board of Directors. The Board of Directors analyzes and evaluates the results of these surveys, considers and implements measures to address the issues identified, and constantly strives to improve the effective functioning of the Board of Directors.

Overview of Survey Methodology

Respondents provide signed evaluations, using a five-point scale, on matters related to the effectiveness of the Board of Directors. Each section also includes a free-response field where respondents can describe specific issues or suggestions for improvement.

Strengthening of 王子製紙カジノ Group Governance

Supporting for Group Company Autonomy Through Common Policies

We are committed to developing a group company management system that respects the business traditions of our group companies in their respective countries and supports swift and autonomous decision-making while granting appropriate authority and management resources. In line with this approach, we have adopted a resolution on internal controls, introducing a framework to ensure proper business operations across the corporate group. Based on this resolution, we provide support through the 王子製紙カジノ Group Compliance Policy and the 王子製紙カジノ Group Compliance Code of Conduct, enabling each group company to autonomously establish and operate systems to ensure sound business operations. In addition, we are establishing mechanisms for consultation, reporting, and monitoring compliance with relevant matters in cooperation with group companies. For example, in accordance with the Affiliate Management Regulations, 王子製紙カジノ has established a system for prior consultation and reporting from group companies on important matters concerning consolidated management. Additionally, to review management matters, including legally required actions and critical risks related to group management, we conduct periodic monitoring of our group companies.