Dic CorporationTSE: 4631

Corporate governance

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CORPORATE GOVERNANCE

DIC Corporation



Last updated: March 25, 2026 Representative Director and President: Takashi Ikeda

Contact: Corporate Communications Department (Tel: +81-3-6733-3033)

Securities code: 4631 https://www.dic-global.com/en/

The current status of corporate governance at DIC Corporation is as described below.

  1. Basic approach to corporate governance, capital structure, corporate attributes and other basic information

    1. Basic approach to corporate governance

      The DIC Group defines corporate governance as a mechanism to ensure effective decision making pertaining to its management policy of achieving sustainable corporate growth and expansion through sound and efficient management, while at the same time guaranteeing the appropriate monitoring and assessment of and motivation for management's execution of business activities. With the aim of achieving a higher level of trust with our shareholders, customers and other stakeholders and enhancing corporate value, the DIC Group also promotes ongoing measures to reinforce its management system and ensure effective monitoring thereof.

      Reasons for non-compliance with certain principles of Japan's Corporate Governance Code

      The Company complies with all principles of Japan's Corporate Governance Code.

      Updated

Disclosure based on the principles of Japan's Corporate Governance Code Principle 1.4 Cross-Shareholdings

The Company may engage in the cross-shareholding of listed shares with the exception of those of related companies, but this is limited to cases where there is a reasonable determination that such cross-shareholdings would contribute to sustainable growth for the DIC Group or an increase in its corporate value over the medium to long term.

The Board of Directors annually ascertains whether or not to maintain each cross-shareholding by examining matters such as whether benefits associated with holding the shares is commensurate with the cost of capital and the risks of not holding those shares. If a holding's significance is judged to be low, it will, in principle, be targeted for reduction. At the Board of Directors' meeting held on February 28, 2025, the Company reviewed the suitability of all investment securities held for purposes other than pure investment as of December 31, 2024, as described above. As a result, it was confirmed that the significance of certain holdings was lacking. Accordingly, the Company will strive to reduce these holdings going forward, taking into account impact on the market and other factors. Regarding holdings judged to be suitable, should circumstances change that call this judgment into question, the Company will consider reduction or other measures. The Company will continue its efforts to further reduce strategic shareholdings, aiming to lower them to 4% or less of net assets (based on market capitalization) by fiscal year 2026, ending December 31, 2026. Regarding voting rights related to cross-held shares, the Company comprehensively evaluates the corporate value of the company whose shares it holds and whether or not the cross-shareholding contributes to its own corporate value and exercises such rights appropriately.

Principle 1.7 Related Party Transactions

With regard to transactions with related parties of the DIC Group, the relevant department carefully verifies the appropriateness and adequacy of transaction details at the point the transaction is initiated and at periodic intervals thereafter, following designated approval procedures including researching neighboring market prices, comparing transaction terms with those of the related party's competitors and analyzing the factors behind price fluctuations. Audits are also conducted by the internal auditing department and the Audit & Supervisory Board Members. In addition, a summary of the results of the verification of related party transactions are reported to the Board of Directors once annually and the appropriate monitoring and supervision of related party transactions is carried out. For transactions with Directors involving a conflict of interest, the Company obtains the prior consent of the Board of Directors regarding such matters as content and monetary amount thereof and reports the details of such transactions to the Board of Directors after initiation.

Supplementary Principle 2.4.1 Ensuring Diversity in the Promotion of Core Human Resources Describing its approach to diversity, the Company states the following in its integrated report (DIC Report), among others: "Viewing diversity, equity, inclusion and belonging (DEI&B) as intertwined concepts, the Company is committed to creating workplaces that respect the individuality of each and every employee (diversity), providing equal opportunities and prospects to all employees demonstrating enthusiasm (equity) and enabling all employees to exercise their capabilities and play an active role (inclusion). The Company believes that achieving these three goals will help employees feel a sense of being accepted and valued (belonging)." Respect for diversity is also stipulated in the Company's basic sustainability policy. As measurable targets for ensuring diversity, the Company has set targets for percentage of Directors and Audit & Supervisory Board Members accounted for by women and foreign nationals, percentage of Executive Officers accounted for by women and foreign nationals and percentage of female employees in management positions, which it publishes in its integrated report (DIC Report), together with actual figures for all three of these statistics, as well as for other yardsticks such as mid-career hires as a percentage of total new hires. The Company's policy for fostering human resources and creating work environments in a manner that ensures diversity is to "promote efforts to ensure diverse human resources are in the right places and the creation of work environments that enable employees to maximize their capabilities." An Executive Officer has been put in charge of diversity to create an effective configuration. In its DIC Vision 2030 long-term management plan, the Company identifies "Foster human resources," "Ensure mobility (hiring, retention and succession)" and "Improve engagement and organizational cohesiveness" as its three strategic priorities for reinforcing management of human capital. The status of measures implemented under this initiative is disclosed in the integrated report.

Integrated report (DIC Report): https://www.dic-global.com/en/csr/annual

DIC Vision 2030 long-term management plan: https://www.dic-global.com/en/ir/management/plan.html

Principle 2.6 Roles of Corporate Pension Funds as Asset Owners

The Company has established the DIC Corporate Pension Fund. The framework of this fund encompasses the Board of Representatives, a decision-making body, as well as the Executive Board and its supporting body, the Asset Management Committee. In line with its basic policy of securing sufficient total returns over the long term to ensure its ability to pay pension benefits both at present and in the future, the fund strategically determines optimal asset composition from a medium- to long-term perspective, taking into account income and expense trends, and manages pension assets accordingly. Regarding asset management, the Executive Board consults with the Board of Representatives and decides on investment products that have been examined for appropriateness and rationality consistent with the aforementioned basic policy. The Company assigns individuals with expertise in asset management to serve on the Executive Board, as well as ensures they receive systematic related training. The Board of Representatives and the Asset Management Committee consist of individuals with expertise in the management of reserves, such as individuals in positions of responsibility in the area of finance and other individuals with experience in this area, as well as senior members of the employee labor union and others who represent the beneficiaries. On March 11, 2025, the DIC Pension Fund announced that it had accepted Japan's Asset Owner Principles with the aim of fulfilling its responsibilities as an asset owner to manage assets in consideration of the best interest of the beneficiaries.

Principle 3.1 Full Disclosure

  1. Company objectives (e.g., business principles), business strategies and business plans

    The Company formulated "The DIC Way" to represent its fundamental management philosophy. An explanation of The DIC Way can be found on the Company's global website.

    The DIC Way: https://www.dic-global.com/en/about/dicway.html

    In February 2022, the Company announced a long-term management plan, DIC Vision 2030, outlining its goals for fiscal year 2030, as well as its basic strategies for achieving those goals, and setting quantitative annual targets from fiscal year 2022 through fiscal year 2025. Phase 1 (fiscal years 2022-2025) of the plan was positioned as a period for foundation building. While Phase 2 (fiscal years 2026-2030) is as a period for realizing the Company's vision for itself. Details of Phase 2 of DIC Vision 2030 were announced in February 2026.

    DIC Vision 2030 long-term management plan: https://www.dic-global.com/en/ir/management/plan.html DIC Vision 2030 Phase 2: https://pdf.irpocket.com/C4631/doF3/ejVY/MtoH.pdf

  2. Basic views and guidelines on corporate governance based on the principles of Japan's Corporate Governance Code

    The Company's basic approach to corporate governance is outlined in "I. 1. Basic approach to corporate governance." The Company's policy on corporate governance can be viewed on its global website.

    Policy on Corporate Governance: https://www.dic-global.com/en/csr/philosophy/finance/

  3. Policy for and procedures taken by the Board of Directors in determining remuneration for senior management and Directors

    The policy for and procedures taken by the Board of Directors in determining remuneration for senior management and Directors is outlined in "Disclosure of policy for determining and method used to calculate remuneration" in "II. 1. Organizational composition and operations."

  4. Policy for and procedures taken by the Board of Directors in the appointment and dismissal of senior management and the nomination of candidates for the position of Director and Audit & Supervisory Board Member

    The Company's policy for the nomination of candidates for the position of Director and Audit & Supervisory Board Member is to nominate individuals who have both high ethical standards and the knowledge, experience and ability to perform their duties as delegated by shareholders in a manner that will contribute to sustainable growth and increased corporate value for the DIC Group as a whole. To enhance the objectivity of procedures for nominating such candidates, the Nomination Committee provides recommendations to the Board of Directors, which makes the final decision, regarding the appointment of Directors and Audit & Supervisory Board Members. The majority of committee members are independent Outside Directors, while the position of committee chair is also filled by an independent Outside Director.

    The Company's policy for the dismissal of serving Directors and Audit & Supervisory Board Members is to dismiss individuals who are judged to no longer satisfy the criteria for appointment indicated above. In the event the dismissal of a serving Director or Audit & Supervisory Board Member is seen as warranted, the Nomination Committee clarifies the reason and submits a proposal for dismissal to the Board of Directors, which makes the final decision.

  5. Explanation with respect to individual appointments, dismissals and nominations as described in

(iv) immediately above

Decisions by the Board of Directors on the nomination of candidates for the position of Director and Audit & Supervisory Board Member and the dismissal of serving Directors and Audit & Supervisory Board Members are explained in the notice of convocation of the relevant general meeting of shareholders.

Supplementary Principle 3.1.3 Sustainability Initiatives

The Company promotes sustainability initiatives in line with material issues it has identified from an environmental, social and governance (ESG) perspective and that it believes the DIC Group has a responsibility to address. These seven material issues, which are classified into three ESG categories-"Sustainable global environment," "Empowerment of diverse human resources" and "Responsible business conduct"-are "Contributing to the realization of carbon neutrality," "Responding to a circular economy," "Enhancing employee potential," "Promoting diversity and inclusion," "Creating a stable supply chain," "Providing reliable information to customers and ensuring product safety" and "Cultivating a sound corporate culture (compliance)." Sustainability initiatives based on these issues are reviewed by the Sustainability Committee and the status and progress thereof is reported to the Board of Directors, which supervises implementation.

Regarding human capital, Phase 2 of the DIC Vision 2030 long-term management plan sets forth "Advance human capital management" as an initiative for supporting Phase 2 strategies. The Company continues to implement measures to foster cross-divisional and cross-regional Groupwide talent development.

Phase 2 of DIC Vision 2030 also cites the promotion of efforts to lower CO2emissions as part of its effort to enhance corporate value. To this end, the Company is promoting flexible responses to diverse national and regional environmental requirements with the aim of achieving its target of reducing its CO2emissions by 50% from the fiscal year 2013 level by fiscal year 2030. In addition, the Company is advancing intellectual property strategies that are in conformance with business strategies. To date, these efforts have been described in DIC's integrated report (DIC Report). Beginning in fiscal year 2026, this information will be disclosed in the Sustainability Report.

Integrated report (DIC Report): https://www.dic-global.com/en/csr/annual

DIC Vision 2030 Phase 2: https://pdf.irpocket.com/C4631/doF3/ejVY/MtoH.pdf

Supplementary Principle 4.1.1 Scope of Matters Delegated to Management

Matters requiring resolution by the Board of Directors are clarified in the Company's regulations for meetings of the Board of Directors and include the convocation of the general meeting of shareholders, important matters pertaining to key organizational components and employees, and the approval of business plans. Other matters are delegated to management depending on importance determined using monetary criteria, among others, based on the regulations for Ringi (approval by written circular) determined by the Board of Directors. Of these, matters deemed significant are deliberated by management at meetings of the Management Committee and the Executive Committee.

Principle 4.9 Independence Standards and Qualification for Independent Outside Directors The Company recognizes the need to appoint individuals to the position of independent Outside Director who will provide supervision with an independent point of view, thereby helping reinforce its corporate governance. Taking into consideration independence standards set by securities exchanges, the Company does not recognize individuals with the connections listed below as being independent in the appointment of independent Outside Directors.

  1. Individuals who are executives of the Company or of one of its consolidated subsidiaries (collectively, the "DIC Group") at present or have been in the preceding 10 years

  2. Individuals to whom any of the following items have applied in the preceding 3 years:

    1. A principal business partner of the DIC Group (a business partner with which transactions in a single fiscal year exceed 3% of the DIC Group's consolidated net sales in that year) or an executive of a business partner to which this description applies.

    2. An individual for which the DIC Group is a principal business partner (a business partner with which transactions in a single fiscal year exceed 3% of the partner's consolidated net sales in that year) or an executive of an entity to which this description applies.

    3. A shareholder who holds 5% or more of the voting rights in the Company or an executive of a said shareholder to which this description applies.

    4. A principal lender to the DIC Group (a lender from which loans in a single fiscal year exceed 3% of the DIC Group's total assets in that year) or an executive of a said lender to which this description applies.

    5. An individual who has received contributions from the DIC Group in a single fiscal year that exceed 10 million yen or an individual who belongs to an entity to which this description applies.

    6. An accountant who serves as an accounting auditor or accounting advisor for the DIC Group or an individual who is an employee, partner or associate of an audit firm to which this description applies.

    7. Any individual to whom (6) does not apply but who has received remuneration from the DIC Group that exceeds 10 million yen in a year, excluding remuneration received as a Director or corporate officer of the DIC Group, as a provider of professional services, such as consulting, accounting or legal services, or an individual of an organization that received remuneration in excess of 3% of its consolidated net sales in a fiscal year as compensation for professional services.

    8. An executive of another company, in the event that an executive of the Company is appointed to an Outside Officer position at that company.

  3. Spouses and relatives within the second degree of kinship of individuals listed in 1 or 2 above

  4. An individual whose term as an Outside Officer of the Company exceeds 8 years