(Translation)

Dear Sirs and Madams,

December 27, 2019

Name of Company:

Shiseido Company, Limited

Name of Representative:

Masahiko Uotani

President and CEO

(Representative Director)

(Code No. 4911; The First Section of the Tokyo Stock Exchange)

Contact:

Harumoto Kitagawa

Vice President

Investor Relations Department

(Tel: +81 3 3572 5111)

Changes among Directors, Audit & Supervisory Board Members and Corporate Officers

The Company has nominated the candidates for Directors and Audit & Supervisory Board Member to be voted upon at the 120th Ordinary General Meeting of Shareholders scheduled to be held in late March 2020 (hereafter, "General Meeting of Shareholders"). The persons listed below will be appointed as Directors and Audit & Supervisory Board Members if the proposal is approved.

1. Directors

Name

Following the 120th

Current Title

General Meeting of Shareholders

Masahiko Uotani

Representative Director*

Representative Director

President and CEO

President and CEO

Yoichi Shimatani

Representative Director*

Representative Director

Executive Vice President

Executive Vice President

Norio Tadakawa

DirectorNew

Executive Corporate Officer

Executive Corporate Officer

Yukari Suzuki

DirectorNew

Corporate Officer (To become Executive

Executive Corporate Officer

Corporate Officer as of Jan.1, 2020)

Yoshiaki Fujimori

External Director (New)

From outside the company

(Refer to appendix)

Yoko Ishikura

External Director

External Director

Shinsaku Iwahara

External Director

External Director

Kanoko Oishi

External Director

External Director

* Representative Directors will be voted upon at the meeting of Board of Directors to be held after the General Meeting of Shareholders.

1

2. Audit & Supervisory Board Members

Name

Following the 120th

Current Title

General Meeting of Shareholders

Takeshi Yoshida

Audit & Supervisory Board Member

Audit & Supervisory Board Member

(Full-time) *

(Full-time)

Akiko Uno

Audit & Supervisory Board Member

Audit & Supervisory Board Member

(Full-time) *

(Full-time)

Yasuko Goto

Audit & Supervisory Board Member

Audit & Supervisory Board Member

(External)

(External)

Ritsuko Nonomiya

Audit & Supervisory Board Member

From outside the company

(External) (New)

(Refer to appendix)

Hiroshi Ozu

Audit & Supervisory Board Member

Audit & Supervisory Board Member

(External)

(External)

  • Full-timeAudit & Supervisory Board Members will be voted upon at the meeting of the Audit & Supervisory Board to be held after the General Meeting of Shareholders.
  1. Director and Audit & Supervisory Board Member who will retire after the General Meeting of Shareholders Mr. Jun Aoki will retire as Director (while remaining Executive Corporate Officer) and Ms. Eiko Tsujiyama will retire as External Audit & Supervisory Board Member.
  2. Corporate Officers (Effective January 1, 2020)

The Company hereby announces the following changes of corporate officers effective on January 1, 2020 including some changes in the corporate officers announced on November 25, 2019.

Name

New Title

Current Title

Masahiko Uotani

President & CEO

President & CEO

Japan Region Chief Executive Officer

Yoichi Shimatani

Executive Vice President

Executive Vice President

Chief Innovation Officer

Chief Innovation Officer

Assisting the CEO in general corporate

Assisting the CEO in general corporate

management

management

Jun Aoki

Executive Corporate Officer

Executive Corporate Officer

Chief Social Value Creation Officer

Chief People Officer

Assisting the CEO in general corporate

Chief Social Value Creation Officer

management

Assisting the CEO in general corporate

Social

Value

Creation,

Facility

management

Management,

Global

Professional

Human Resources, Social Value

Business

Creation, Facility Management

Kentaro Fujiwara

Executive Corporate Officer

Corporate Officer

China Region Chief Executive Officer

China Region Chief Executive Officer

2

Shigekazu Sugiyama

Executive Corporate Officer

Executive Corporate Officer

Assisting the Japan CEO

Japan Region Chief Executive Officer

Yukari Suzuki

Executive Corporate Officer

Corporate Officer

Chief Brand Officer, Clé de Peau Beauté,

Chief Brand Officer, Clé de Peau Beauté,

IPSA, THE GINZA

Global Prestige Brands

Clé de Peau Beauté Brand

Norio Tadakawa

Executive Corporate Officer

Executive Corporate Officer

Chief Supply Network Officer

Chief Supply Network Officer

Supply

Network

Strategy,

Supply

Supply Network Strategy, Supply &

Network

Fundamental

Development,

Purchasing, Global Initiative, Demand &

Logistics,

Production,

Purchasing,

Supply Planning, Logistics, Production,

Global Brands S&OP, Demand & Supply

Factories, Nasu Factory Establishment

Planning, Factories

Hiromi Anno

Corporate Officer

Vice President, Global Communications

Chief Public Relations Officer

Department

Global Public Relations

Michael Coombs

Corporate Officer

Corporate Officer

Chief Financial Officer

Chief Finance Officer

Strategic Finance, Financial Accounting,

Strategic Finance, Financial Accounting,

Investor Relations,

Investor Relations,

Business Transformation

Business Development

Kiyomi Horii

Corporate Officer

Corporate Officer

Chief Beauty Strategy Officer

Chief Beauty Strategy Officer

Mika Inoue

Corporate Officer

Senior Vice President, R&D

Chief Regulatory Officer

Vice President, Cosmetics Technical

GIC Transformation Leader

Information Development Center,

Intellectual

Property, GIC

Integrated

Global Innovation Center

Operations,

Regulatory

Strategy,

Cosmetics

Technical

Information

Innovation

Akihiro Miura

Corporate Officer

Vice President, Supply Network Strategy

Supply

Network

Strategy,

Supply

Department

Network

Fundamental

Development,

Logistics, Production

Minoru Nakamura

Corporate Officer

Deputy Chief People Officer

Chief People Officer

Chief Wellness Officer

Human Resources

Yoshiaki Okabe

Corporate Officer

Corporate Officer

Chief Brand Officer, brand SHISEIDO

Chief Brand Officer, brand SHISEIDO,

Global Prestige Brands

SHISEIDO Brand

3

Yoshihiro Shiojima

Corporate Officer

Corporate Officer

Chief Quality Officer

Chief Quality Officer

Quality Management, Executive &

Quality

Management,

Regulatory

External Relations

Strategy, Executive & External Relations

Atsunori Takano

Corporate Officer

Vice President, Global ICT Department

Chief Information Technology Officer

Global ICT, Information Security

Toshinobu Umetsu

Corporate Officer

Chief Strategy Officer

Chief Strategy Officer

Vice President, Corporate Strategy

Corporate Strategy, Consumer & Market

Department

Intelligence, Business Development

Naomi Yamamoto

Corporate Officer

Corporate Officer

Chief Creative Officer

Chief Creative Officer

Creative, Beauty Creation, Social Value

Creative, Beauty Creation, Social Value

Creation

Creation

Terufumi Yorita

Corporate Officer

Corporate Officer

Chief Legal Officer

Chief Legal Officer

Legal & Governance, Risk Management

Legal & Governance, Risk Management

Katsunori Yoshida

Corporate Officer

Corporate Officer

Chief Product Innovation Officer

Chief Product Development Officer

Incubation,

Packaging

Innovation,

Cosmetics R&D, Package Development,

Cosmetics

R&I, Process

Engineering

Process Engineering Development

Innovation

- End of News Release -

4

[Supplementary Material]

Nomination of Yoshiaki Fujimori as Candidate

for New External Director

1Reason for Nomination

  • The Company deems external directors to be one of the cornerstones of corporate governance, and expects that these directors will fulfill the function of monitoring its business operations from a standpoint that is independent of the Company, thereby playing an important role for the maximization of corporate and shareholder value. Based on this recognition, the Company believes that it is important for external directors to demonstrate their great ability from diverse viewpoints as members of the Board of Directors, capitalizing on their abundant experience.
  • Mr. Fujimori has a wealth of experience and track record as a global leader. He became the first Asian senior vice president of General Electric Company, and currently promotes the globalization of the LIXIL Group and LIXIL Group Corporation. We believe he will contribute to further improvement of the effectiveness of the Company's Board of Directors with his practical knowledge of the globalization of Japanese companies. Therefore, we have appointed him as a new candidate for external director.
  • Based on the Company's Criteria for Independence of External Directors and Audit & Supervisory Board Members, the relationships between the organizations that Mr. Fujimori serves and the Shiseido Group were surveyed, and it was confirmed that he maintains a high level of independence from the Shiseido Group.

2Biography

Date of birth: July 3, 1951

April 1975

Joined Nissho Iwai Corporation (currently Sojitz Corporation)

October 1986

Joined General Electric Japan Ltd.

September 1997

Company Officer, General Electric Company

May 2001

Senior Vice President, General Electric Company

October 2008

Representative Director, Chairman, President and CEO, General Electric Japan Ltd.

March 2011

Representative Director and Chairman, GE Japan Corporation

June 2011

Director, LIXIL Corporation

Director, JS Group Corporation (currently, LIXIL Group Corporation)

August 2011

Representative Director, President and CEO, LIXIL Corporation

Director, Representative Executive Officer, President and CEO, LIXIL Group

Corporation

June 2012

External Director, Tokyo Electric Power Company, Incorporated (currently Tokyo

Electric Power Company Holdings, Inc.)

January 2016

Representative Director, Chairman and CEO, LIXIL Corporation

June 2016

Senior Adviser, LIXIL Corporation (incumbent)

External Director, Takeda Pharmaceutical Company Limited (incumbent)

July 2016

Outside Director, Boston Scientific Corporation (incumbent)

February 2017

Senior Executive Advisor, CVC Asia Pacific (Japan) Kabushiki Kaisha

August 2018

Outside Director and Chairman, Oracle Corporation Japan (incumbent)

June 2019

Outside Director, Toshiba Corporation (incumbent)

5

Nomination of Ritsuko Nonomiya as Candidate

for New External Audit & Supervisory Board Member

1Reason for Nomination

  • Taking into consideration the importance of audits and the role of Audit & Supervisory Board members with regard to corporate management, and the personality and knowledge of a candidate therefor, the Company has a policy to select an adequate person as a candidate for Audit & Supervisory Board member. Furthermore, from the viewpoint of increasing the diversity of the Audit & Supervisory Board, the Company believes that the Audit & Supervisory Board should be composed of members with various perspectives, backgrounds, and multilateral sophisticated skills.
  • Ms. Nonomiya has job experiences at KPMG accounting firms in the U.S. and Japan, and has M&A and business development experience at UBS Group and GE Group. Thus, she possesses management knowledge and business experience including matters of M&A in addition to a high level of financial and accounting knowledge. Based on such extensive experience, we have appointed her as a new candidate for external Audit & Supervisory Board member based on the belief that she will utilize her extensive knowledge and experience in auditing the legality and appropriateness of the execution of duties by directors and provide advice, recommendations, and opinions necessary for the Company's Board of Directors.
  • Based on the Company's Criteria for Independence of External Directors and Audit & Supervisory Board Members, the relationships between the organizations that Ms. Nonomiya serves and the Shiseido Group were surveyed, and it was confirmed that she maintains a high level of independence from the Shiseido Group.

2Biography

Date of birth: November 28, 1961

September 1987

Joined Pete Murwick Maine Accounting Firm (currently KPMG LLP)

April 1997

Partner, KPMG Corporate Finance Co., Ltd.

November 2000

Joined UBS Warburg Securities Co., Ltd. (currently UBS Securities Japan

Co., Ltd.)

January 2005

M & A Advisory, Managing Director, UBS Warburg Securities Co., Ltd.

(currently UBS Securities Japan Co., Ltd.)

July 2008

Senior Vice President, Business Development Leader, GE Capital Asia

Pacific

December 2013

Managing Director, GCA Savvian Corporation (currently GCA Advisors

Corporation) (incumbent)

February 2015

Executive Officer, GCA Savvian Corporation (currently GCA Advisors

Corporation) (incumbent)

March 2017

Director of GCA Corporation (incumbent)

End of document

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Shiseido Co. Ltd. published this content on 27 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2019 01:20:04 UTC