Corporate Governance Structure

Brother Industries, Ltd. (BIL) positions the Board of Directors as the organization that decides on basic management policies, makes high-level management decisions, and supervises the execution of operations. Therefore, we adopt the structure of a company with an Audit & Supervisory Board in the belief of its suitability for us. In addition, to ensure high transparency and objectivity, we have continuously enhanced our corporate governance structure. In order to enhance the management system focusing on sustainability, we established the Sustainability Committee in FY2022, which is chaired by the Representative Director & President, to conduct ongoing discussions on sustainability and report regularly to the Board of Directors.

BIL's Board of Directors consists of 11 Directors (including five Outside Directors)^*, of which one is a female Director. In principle, meetings, which are chaired by the Director & Chairman, are held once each month. In FY2023, the Board of Directors met 11 times. To increase medium- to long-term corporate value, the Board formulates management strategies and plans and carries out decision-making on important executive operations. At the same time, the Board supervises Directors, Executive Officers, and other parties in their execution of operations, and strives to establish structures that ensure management soundness, such as the Group's internal control and risk management systems.

• As of June 25, 2024

The Audit & Supervisory Board consists of five Corporate Auditors (including three Outside Auditors)^*1, of which one is a female Corporate Auditor. It met 12 times in FY2023.

The Corporate Auditors have high levels of expertise in fields such as law and accounting, and following the audit standards established by the Audit & Supervisory Board, mainly conduct the audit activities given below, audit the Directors' execution of duties, and conduct audits on the state of establishment and implementation of the Group's internal control system.

Main activities

• Attendance of Board of Directors' meetings and voicing of opinions
• On-site audits of group companies and listening to reports
• Interviews and opinion exchange with Directors
• Interviews and opinion exchange with executive departments
• Regular exchange of information and opinions with the Internal Auditing Department and Accounting Auditors (such as three-way audit liaison conferences^*2, and meetings for reports on financial results)

1. As of June 25, 2024
2. A collective name for three types of audits (audits by Corporate Auditors, audits by the Accounting Auditor, and internal audits)

BIL appoints several independent Outside Directors with extensive experience in corporate management to ensure objective and neutral oversight of management from an external point of view, and thereby strengthens its management oversight function. BIL's Independent Outside Directors provide management advice, decide important matters, and oversee executive operations based on their respective abundant experience, careers, and insights from perspectives independent of BIL's management.

Director Training and Support System for Outside Directors

BIL has created a system for providing training that it considers necessary for its Directors according to the training target, and it conducts training based on the system. As training for Outside Directors, we provide them with not only information about our businesses, history, financial operations, organization, etc. but also opportunities to inspect our on-site operations in person, including visits to our facilities in and outside of Japan, thereby deepening their understanding of our businesses. To train Internal Directors, we provide them with opportunities to acquire knowledge of the duties and responsibilities of Directors.

BIL has introduced an executive officer system to ensure swift decision-making by separating executive operations and supervision. There are 16 Executive Officers (including one female Executive Officer) and four Group Executive Officers (including two non-Japanese nationals)^*. Of the Executive Officers, four are concurrently Directors. Executive Officers—including Group Executive Officers—are elected by the Board of Directors. In accordance with the basic management policies determined by the Board, they make decisions on matters related to executive operations delegated by the Board and implement those decisions. At the same time, the Executive Officers are responsible for overseeing the operations of businesses, departments, and Group subsidiaries under their supervision.

• As of June 25, 2024

BIL has established the Nomination Committee and Compensation Committee as arbitrary advisory committees to the Board of Directors, in order to enhance the independence and objectivity of the functions of the Board of Directors regarding the appointment or removal and remuneration of Directors and Executive Officers. Each of the committees consists of six Directors^*, including five Outside Directors as well as the Representative Director & President, and has appointed an Outside Director as its chairperson (Nomination Committee: Keisuke Takeuchi; Compensation Committee: Kazunari Uchida).

The Nomination Committee must deliberate on the agenda of the general meeting of shareholders concerning appointment or removal of Directors and the agenda of the Board of Directors concerning appointment or removal of executive officers in a fair, transparent, and strict manner before the agenda concerned are finalized, and report the outcome to the Board of Directors. The Nomination Committee also reports on matters such as succession planning for the President and other top management to the Board of Directors. In FY2023, the Nomination Committee met eight times, with a 100% attendance of all committee members.

The Compensation Committee must discuss the contents of the Company rules concerning the standard for calculating the remuneration for Directors and executive officers, and the contents of respective remunerations of respective individuals, and report the outcome to the Board of Directors. In FY2023, the Compensation Committee met three times, with a 100% attendance of all committee members.

• As of June 25, 2024

Succession Plans for Top Management

BIL's Nomination Committee regularly considers succession plans for the President and other top management. The Nomination Committee, which is mainly composed of Outside Directors, considers and discusses such plans from a wide variety of viewpoints, such as requirements for management personnel according to management strategies and business environments and the development and appointment of human resources. The Committee's considerations and discussions, along with management personnel evaluations made through meetings with Executive Officers and other means, are reflected in the nomination of Directors and Executive Officers for each year.

Brother Industries, Ltd. Governance Structure (as of June 25, 2024)

At BIL, respective directors and auditors every year evaluate the effectiveness of the Board of Directors and report the results to the Board of Directors. Based on the evaluation, the Board of Directors analyzes and assesses the effectiveness of the entire Board of Directors and discloses a summary of its results in a timely and appropriate manner.
The evaluation of the Board of Directors for FY2023 was conducted in February 2024 by having all Directors and Corporate Auditors answer a survey developed after seeking the opinions of external consultants. The survey's main questions are given below.

• Composition and operation of the Board of Directors
• Management plans and business strategies
• Corporate ethics and risk management
• Performance monitoring and evaluation and remuneration of the management
• Dialogues with shareholders, etc. and review of measures implemented in the previous year

To guarantee objective analysis, the consolidation of the survey and analysis of results are tasked to external consultants. The Board of Directors' secretariat conducts analysis using the consolidated data. A cycle is then implemented whereby analysis results, improvement measures, and other information is reported to and discussed by the Board of Directors, improvement measures are implemented, and re-evaluation is then conducted in the following year.

1. Design of questions for measuring effectiveness of the Board of Directors together with external consultants taking into consideration factors such as social trends related to corporate governance.
2. Evaluation regarding the effectiveness of the Board of Directors is conducted using a survey method for all Directors and Corporate Auditors. The survey's consolidation and analysis of results are tasked to external consultants. The survey response rate for FY2023 was 100%.
3. The results of the survey are analyzed together with external consultants, identifying issues and proposing improvement measures to improve the effectiveness of the Board of Directors. The analysis results, improvement measures, and other matters are reported to the Board of Directors and discussed.
4. After discussion by the Board of Directors, measures are implemented to improve the effectiveness of the Board of Directors. The effects of these efforts are confirmed by the Directors and Corporate Auditors during the following fiscal year's effectiveness evaluation survey.

At the meeting of the Board of Directors held in May 2024, the evaluation results were discussed, and it was confirmed that BIL's Board of Directors was functioning effectively in general. In consideration of opinions and requests shared through the latest survey for the evaluation of the Board of Directors, the following initiatives will be implemented in FY2024:

• Enhance discussions of the Board of Directors on key management themes and provide feedback to Executive Officers in the process of formulation of the next medium-term business strategy
  • Financial strategy
  • Human capital investment and human resources strategy
• Enhance discussions of the Board of Directors on the ideal form of BIL's corporate governance
  • Clarify the themes of proposals to be submitted to the Board of Directors
  • Reaffirm the functions and roles of the Board of Directors, Directors, and Corporate Auditors

By implementing these initiatives, the Board of Directors will continue to improve its own effectiveness.

The results of the previous effectiveness evaluation of the Board of Directors in February 2023 confirmed that BIL's Board was functioning effectively overall. In response to the requests and the comments on areas for improvement received through the evaluation of the Board of Directors, the following measures were taken in FY2023.

• Enhance discussion on key management themes
  Business portfolio, capital cost, and human resources strategy in particular
• Establish an environment for bringing internal discussions to the Board of Directors
• Ensure that the content of discussions of the Nomination Committee and Compensation Committee is shared

BIL has established an officer remuneration system that facilitates the recruitment and retention of outstanding managerial talents from inside and outside the Company and serves the purpose of sustainably increasing corporate value. We have also adopted a policy of paying remuneration at appropriate levels according to job responsibilities and performance.

In FY2022, we revised the details of the performance-based and stock-based remuneration plans with the aim of continuously improving our corporate value.

The Company's Director remuneration is composed of the following:

Full-time Directors who do not concurrently serve as executive Directors (excluding Outside Directors) are paid only basic remuneration and stock-based compensation. Outside Directors and part-time Directors are paid only basic remuneration.
Objectivity and transparency regarding the amounts and calculation methods of all forms of Director remuneration are insured by specifying them in detail in the Company's Director Remuneration Rules and Share Grant Rules (collectively referred to as the "Director Remuneration Rules etc."). Revisions to the Director Remuneration Rules etc., require deliberation by the Compensation Committee and a resolution by the Board of Directors.
Remuneration paid to the Company's Corporate Auditors comprises only basic remuneration, which is fixed-amount remuneration, and is prescribed in the Corporate Auditor Remuneration Rules established by the Audit & Supervisory Board.

Amounts and Calculation Methods of Officer Remuneration

Basic remuneration

Basic remuneration paid to Directors and Corporate Auditors is a fixed amount of remuneration and is determined corresponding to their positions and job responsibilities within a remuneration limit approved by the General Meeting of Shareholders. Basic remuneration paid to Directors and Corporate Auditors is limited to 400 million yen per year and 140 million yen per year respectively.

Annual bonuses

Annual bonuses paid to full-time Directors who concurrently serve as Executive Officers are limited to 0.4% of the amount of consolidated profit (profit for the period attributable to owners of the parent company) for each fiscal year and paid based on reports of the Compensation Committee and resolutions of the Board of Directors.
Annual bonuses are calculated using the calculation method specified below. However, the total amount of annual bonuses paid in each fiscal year is limited to 0.4% of the amount of consolidated profit for the relevant period. If as a result of the following calculation, the total payment amount exceeds this limit, the amount is adjusted to within the limit.

• In this section, "revenue" refers to consolidated revenue and "profit for the period" refers to profit for the period attributable to owners of the parent company.

1. The "allocation ratio" is determined based on the sum of "base points" corresponding to the director's position and the predetermined "base point unit price," "base revenue," and "base profit for the period."
2. Based on the allocation ratio from (1), the total annual bonus fund for the relevant fiscal year is calculated according to the following formula:
   Aggregate fund 1 = Consolidated profit for the period × Allocation ratio × 1/2
   Aggregate fund 2 = Consolidated profit for the period × Allocation ratio × 1/2 × Revenue adjustment coefficient (as specified in the following table)
   Aggregate bonus fund = Aggregate fund 1 + Aggregate fund 2

• "Consolidated profit for the period" refers to profit for the period attributable to owners of the parent company.

3. Aggregate bonus fund is proportionally divided according to the base points for each position of each eligible Director, and the provisional distribution amount for each eligible Director is calculated.
4. The Representative Director and President may propose a special supplementary amount of up to 10% of the provisional distribution amount for each Director eligible for payment, excluding himself.
5. After the Compensation Committee examines the total provisional distribution amount and special supplementary amounts for each Director eligible for payment and the total payment amount, the Committee submits to the Board of Directors a proposal on the annual bonus payment amount for each Director eligible for payment, and payment is made to each eligible Director pursuant to a resolution of the Board of Directors.

Stock-based compensation

Stock-based compensation is variable remuneration linked to the degree of attainment of medium-term strategies and so on and the degree of increase in shareholder value in order to provide incentives to contribute to enhancing the Company's corporate value over the medium to long term. Stock-based compensation makes use of a share grant trust mechanism whereby shares and other securities are granted to Directors eligible (excluding Outside Directors, part-time Directors, and Directors who are non-residents of Japan) for payment using a trust to which the Company contributes funds.

1. The Company grants to each eligible Director 50% of the number obtained by dividing the predetermined base amount of stock-based compensation by the base stock price according to the Director's position in the Company as fixed points and 50% as performance-linked points for the period covered by the medium-term strategy, etc. (referred to simply as the "applicable period") in each fiscal year, and the points accumulate.
2. After termination of the applicable period, the cumulative number of performance-linked points is calculated for each Director according to the following formula and a final determination of the performance-linked point final value is made.

Formula
Performance-linked point final value = (A) + (B) + (C) + (D)
(A) Performance-linked cumulative value × 25% × Revenue coefficient (*1)
(B) Performance-linked cumulative value × 25% × Profit coefficient (*2)
(C) Performance-linked cumulative value × 25% × ESG coefficient (*3)
(D) Performance-linked cumulative value × 25% × TSR coefficient (*4)

(*1) Revenue Coefficient

-Calculated in accordance with the following table according to the degree of achievement of the consolidated revenue target in the final fiscal year in the applicable period.

(*2) Profit coefficient

-Calculated in accordance with the following table according to the degree of achievement of the consolidated profit for the period (profit for the period attributable to owners of the parent company) target in the final fiscal year in the applicable period.

(*3) ESG coefficient

-Calculated in accordance with the following table according to the degree of achievement of the CO₂ reduction amount target for Scope 1 and Scope 2 during the applicable period.

(*4) TSR coefficient

-Calculated in accordance with the following table according to the Company's TOPIX outperformer ratio (the "TSR OP Ratio") during the applicable period.

-The TSR OP Ratio is calculated as indicated below.
TSR OP ratio (%) = The Company's TSR ÷ TOPIX including dividends × 100

• The Company's TSR indicates total shareholder returns including capital gains and dividends during the applicable period.
• In the case where a director leaves his/her position as Director before termination of the applicable period due to expiration of his/her term, an adjustment calculation is made based on the above.

1. A director who satisfies the eligibility requirements to receive stock-based compensation will receive 70% of the accumulated points granted based on (1) and (2) above after leaving his/her position and will receive monetary benefits equivalent to the remaining points.

The composition ratio of individual remuneration, etc. for each type of remuneration

The composition ratio of remuneration for each full-time Director who concurrently serves as an Executive Officer is as follows when actual values are in agreement with the short-term performance target, which is an indicator for the annual bonus, and the medium-term performance target, which is an indicator for stock-based compensation : Basic remuneration (fixed) : Annual bonus (performance-based) : Stock-based compensation (performance-based)= generally 5 : 3 : 2
The composition ratio of remuneration for each full-time Director who does not concurrently serve as an Executive Officer is as follows when actual values are in agreement with the medium-term performance target, which is an indicator for stock-based compensation :
Basic remuneration (fixed) : Stock-based compensation (performance-based) = generally 3 : 1

Clawback and Malus clause

With regard to annual bonuses and stock-based compensation, in the case where a Director engaged in non-conforming conduct, accounting irregularities, or the like, the Company may demand that the Director return all or part of remuneration previously paid pursuant to a recommendation by the Compensation Committee and a decision of the Board of Directors.

The Compensation Committee's activities in the course of determining the amount of officer compensation

The Compensation Committee verifies the appropriateness of remuneration, etc., by position and category of Director and the total remuneration level with reference to objective remuneration level data from external research organizations on a regular basis each year.

As part of these activities, the Compensation Committee deliberated on the agenda items indicated below in FY2023.

The Board of Directors' activities in the course of determining the amount of officer compensation

The Board of Directors deliberated on and decided matters on officer remuneration for FY2023 as indicated below.

Amounts of officer remuneration

(For one year from April 1, 2023 to March 31, 2024)

• The amount of remuneration paid to Directors does not include the employee salary portion for those employees who also serve as Directors.
• The number of eligible officers shown in the table above includes two Corporate Auditors (including one Outside Auditor) who resigned during FY2023.
• Since performance-based remuneration related to stock-based remuneration is linked to the performance targets in the current medium-term business strategy (FY2022-FY2024), performance-based remuneration for FY2023 is the base points of performance-based remuneration (same number as fixed points) converted to monetary values.

For other information on officer remuneration, please see the Securities Report.

BIL's Board of Directors is composed of various types of individuals with different knowledge and experiences to contribute to the sustainable management of the Brother Group's global business operations. BIL, placing importance on both supervisory and advisory functions of the Board of Directors, places particular emphasis on appointing Outside Directors who are independent of its management and who possess a wealth of management experience. For the Board of Directors as a whole, including those Outside Directors, we have created the Board of Directors' skills matrix after deliberation by the Nomination Committee and the Board of Directors, by organizing those who are expected to play a leading role in each skill that we consider necessary for the execution of our management strategy.

For the skills on the matrix, we first selected "Management/Strategy," "Development/Manufacturing," "Sales/Marketing," and "IT/DX" as skills related to each business strategy, such as "expansion in the Industrial area," and "transformation in the Printing area," which are the priority themes of CS B2024, our medium-term business strategy. Next, we selected "Talent Development" as a skill related to talent development and reskilling, which are the cornerstone activities of these strategies.

In CS B2024, we have defined not only business strategy targets but also social issues that are important to society and Brother itself as materialities to achieve the Brother Group Vision, and we also have defined "ESG/Sustainability" as a skill related to the materialities of "realizing a diverse and active society," "pursuing a responsible value chain," "reducing CO₂ emissions," "circulating resources," etc.

In addition to these skills, we have added the "Internationalism" skill since the Brother Group operates globally, and "Legal/Compliance" and "Financial/Accounting" skills to audit the governance, legality, and adequacy of the Board of Directors. Of these skills, the "Financial/Accounting" skill is also related to capital policy and financial strategy to realize management that is conscious of the cost of capital and stock price.

(As of June 25, 2024)

1. The above information does not include all of the expertise possessed by each Director and Auditor.

• Corporate Governance Report [PDF/428KB] (Last update: October 30, 2024)