TRANSLATION FOR REFERENCE ONLY
Corporate Governance Report
Last update: March 27, 2026
Nippon Electric Glass Co., Ltd.
President: Akira Kishimoto Contact: Katsuhiko Yamamoto, General Manager of General Affairs Division:
Tel: 077-537-1700
Securities Identification Code: 5214
https://www.neg.co.jp/en/
The corporate governance of Nippon Electric Glass Co., Ltd. (the “Company”) is described below.
I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile, and Other Basic Information- Basic Views
The basic view of the Company is that enhanced corporate governance is beneficial in ensuring managerial transparency and strengthening operational supervisory functions.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code] The Company complies with all of the Principles of the Corporate Governance Code.Updated
The Company does not hold cross-shareholdings except in cases where it recognizes the rationale for cross-shareholdings, such as business alliances and maintaining/enhancing business partnerships.
In addition, the Company examines the suitability of holdings from a quantitative perspective based on the cost of capital and a qualitative perspective of the purpose to hold, in light of changes in the business environment, etc. and continues to reduce further. The Company exercises the voting rights relating to the cross-shareholdings after comprehensively considering issues like whether or not the proposal effectively complies
with the Company’s shareholding policy and whether or not it would be expected to increase the corporate value of the issuing company.
[Principle 1.7 Related Party Transactions]In the Company, conflict-of-interest transactions involving the Directors and corporations over which any of the Directors have effective control require consideration and resolution by the Board of Directors, and the track records of these transactions are regularly reported to the Board of Directors.
NEG Group Code of Conduct specifies fair and proper transactions with all partners in compliance with related laws and regulations. These requirements also apply to transactions with major shareholders.
[Supplementary Principle 2-4-1]As we believe that employees are the foundation of a company’s growth, we hire a diverse range of human resources regardless of their gender, age, nationality, or other characteristics. We also assess and recruit based on the abilities and appropriateness of the individual.
We post our current status and voluntary and measurable goals on our website below. URL: https://www.neg.co.jp/en/sustainability/social/workplace/、 https://www.neg.co.jp/en/sustainability/social/diversity/index.html
・Female employees:
We hold events for female employees to exchange information and opinions with staff at other firms. We are also working to nurture female leaders (*) for positions in management.
* A female leader is a female employee who oversees and manages subordinates
・Foreign national employees:
Year by year, as the number of our employees with roots in other country increases, we are providing support by following up to ensure an understanding of the company’s policies, offering Japanese language classes and a mentoring system, and through other initiatives to enable smooth workplace communications.
・Career employees:
In recent years, we have focused on recruiting career employees who combine both high levels of expertise and professionalism. Based on our views on ensuring diversity, we will continue to assess and recruit according to abilities and appropriateness regardless of
recruitment class.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]The Company has introduced a defined contribution pension plan. Although the Company is not involved in the accumulation, etc. or management of corporate pension funds as an asset owner, the Company provides ongoing investment education to its employees.
[Principle 3.1 Full Disclosure]The Company operates under the following Corporate Philosophy: “We strive to build a brighter future for the world by uncovering the unlimited possibilities of glass for more advanced creative manufacturing”. The Company also sets the Medium- term Business Plan, and discloses such business plan on the Company’s website (https://www.neg.co.jp/en/ir/medium-term-plan/).
The basic views and policy on corporate governance of the Company are describedin the above section of “I. Basic Views on Corporate Governance Capital Structure, Corporate Profile, and Other Basic Information” of this Corporate Governance Report.
In order to ensure transparency and objectivity with regard to Director remuneration, the Company established a Nomination and Remuneration Advisory Committee with an Outside Director serving as the Chairperson and a majority of the committee members composed of Outside Directors. Based on the consultation by the Board of Directors, the committee discusses the policies and system of Director remuneration as well as the amount of Director remuneration, reports the results to the Board of Directors, and the Board of Directors makes decisions after serious consideration of the reports from the committee. The monthly remuneration and bonus amount for each Director determined by the committee shall be deemed to have been resolved by the Board of Directors, except in the case of a tie in the committee.
In order to bring diversity to the Board of Directors in terms of experience, knowledge, and expertise, the President recommends candidates for Directorship who have a great sense of integrity, deep insight, strong ability, broad knowledge, and extensive experience and have achieved substantial results in their professional fields. An explanation of such candidates is also given to Outside Directors in advance, and the Board of Directors deliberates on the appointment based on the advice of the Outside Directors.
In a case where there is misconduct or a serious violation of relevant laws and regulations and the Articles of Incorporation in the execution of duties of the senior management, an explanation of such conduct is given to Outside Directors in advance, and the Board of Directors deliberates on the dismissal of the senior management based on the advice of the Outside Directors.
The Board of Directors deliberates on the appointment of Corporate Auditors, examining candidates who have a great sense of integrity, deep insight, strong ability, broad professional knowledge, and extensive experience, with the consent of the Board of Corporate Auditors.
(V) The reasons for the appointment/dismissal and nomination of all Director and Corporate Auditor are described in reference document for General Meeting of Shareholders.
[Supplementary Principle 3-1-3]The Company appropriately discloses its initiatives on sustainability, investments in human capital and intellectual property, and other information in the Integrated Report, securities report, etc. In addition, we have referred to the promotion of carbon neutrality, human resources strategy and supply chain management as our sustainability strategy. While responses to climate change are considered as global priority themes, in February 2022, we announced our 2030 targets of reducing CO₂ emissions (Scope 1+2) and our goal of achieving carbon neutrality by 2050 in order to continue pursing sustainable manufacturing and properly addressing climate change. We have been promoting ambitious initiatives that incorporate the horizontal deployment of all-electric melting facilities, switching to energy-saving equipment, and investing in renewable energy. In addition, we have also built a framework to calculate Scope 3 emissions, and disclosed the emissions.
In November 2021, we announced our support for the Task Force on Climate-related Financial Disclosures (TCFD*), and we have analyzed the risks and opportunities posed by climate change to our business so that we can communicate to stakeholders the financial implications and our response to them. We will continue to conduct such analysis and improve information disclosure and steadily implement the Carbon Neutrality Action Plan.
We post our disclosed information in accordance with TCFD recommendations on our
website below.
URL: https://www.neg.co.jp/en/sustainability/environment/climate/
For our human resources strategy, we will expand investment in human resources who are expected to play pivotal roles in management while securing a work environment in which diverse individuals can fully demonstrate their abilities. We will recruit and train personnel with advanced knowledge and skills, promote diverse human resources and work to create a comfortable workplace for diverse human resources to feel job satisfaction in order to increase our competitiveness.
For supply chain management, we will promote initiatives to fulfill our social responsibility with regard to environment, biodiversity, human rights, etc. throughout the supply chain and work to achieve sustainable growth and corporate value enhancement.
* It was dissolved in October 2023, and its role was taken over by the International Financial Reporting Standards (IFRS) Foundation.
[Supplementary Principle 4-1-1]In addition to the matters stipulated in the laws and regulations and the Articles of Incorporation, the Board of Directors makes decisions on important matters for the Company Group, such as the basic management policy of the Company, the content of which is clearly defined in the Rules of Board of Directors and the Standard for Agenda of Board of Directors. Decision-making for other matters is delegated to the Management Committee and Executive Officers.
[Principle 4.9 Independence Standards and Qualifications for Independent Directors] When appointing a candidate to serve as an independent Outside Director, the Company examines the independence of the candidate in accordance with the independence standards set by the Tokyo Stock Exchange and the “Independence Standards for Outside Officers” established by the Company. Furthermore, the Company discloses the “Independence Standards for Outside Officers” established by the Company on our website below.URL: https://www.neg.co.jp/en/assets/independence_standards_en_20240304.pdf
[Supplementary Principle 4-10-1]In order to ensure transparency and objectivity with regard to the appointment and dismissal of the Representative Director and Directors’ remuneration, the Company established the Nomination and Remuneration Advisory Committee with an independent Outside Director serving as the Chairperson and a majority of the committee members composed of independent Outside Directors. The committee discusses the appointment and dismissal of the Representative Director, the policies and system of Directors’ remuneration and the amount of Directors’ remuneration, reports the results to the Board of Directors, and the Board of Directors makes decisions after