Policy for the Nomination of Candidates for Directors, etc.

In order for the Board to objectively and multi-dimensionally deliberate on management policies and execution of specific matters, and to appropriately supervise the execution status of operation by Executive Officers, it shall be important that the appropriate number of Directors, internal or outside, with diversity in terms of knowledge, experience, expertise and background, engage in vigorous discussions from a variety of perspectives. To this end, candidates for Directors shall be nominated.

In accordance with the above nomination policy, the independence and diversity of the Board shall be ensured as follows.

In order to strengthen the oversight capability of the Board, the majority of Board members shall be Outside Directors. Furthermore, in order to fulfill their duties from an independent and objective standpoint, at least one-third of the Directors shall be Independent Directors, and consideration shall be given to their total term of office. In addition, the majority of the Nomination, Compensation, and Audit Committees, respectively, shall be Outside Directors, and in principle, the chairperson of each committee shall be an Outside Director.

For the nomination of Outside Directors, importance shall be placed on ensuring that nominees are persons who are motivated and able to devote sufficient time and effort to understanding MMC group’s business and discussing the directions the company pursues. They should be able to state their opinions to the senior executive team without hesitation, based on various knowledge, experience, and expertise that cannot be drawn solely from internal directors, such as legal or accounting experts, those who have experienced senior executive positions in sizable companies with global business operations, and individuals with insights into world situations or social and economic trends. In addition, based on the understanding that multi-dimensional viewpoints contribute to business development and appropriate supervision and audit, diversity in the background of Board members shall be taken into account, such as gender, age, and internationality.
As for Internal Directors, Executive Officer, President & CEO, and a person who can appropriately serve as a member of the Audit Committee based on his or her execution experience of operation at the Company shall be nominated.

It shall be ensured that the Board is composed of the number of people which facilitates open and constructive discussions and dialogues.