Nippon Paint : Small Investor Meeting of Outside Director Presentation MaterialPDF161KB

Small Investor Meeting of Outside Director

October 20, 2021

Masayoshi Nakamura

Lead Independent Director and Board Chair

Nippon Paint Holdings

Profile of Outside Director

Specialized professional in M&A advisory services and financing from the capital market

Masayoshi Nakamura

Lead Independent Director Board Chair

Profile

Masayoshi Nakamura was elected Independent Director of NPHD in March 2018, serving as the Nominating Advisory Committee member and the Compensation Advisory Committee member and as the Lead Independent Director from March 2020. He has served as the Board Chair since April 2021, playing an important role in activating discussions in the Board of Directors meetings such as putting together the opinions of the Independent Directors and sharing them with the management team. He has more than 30 years of experience as a specialized professional in M&A advisory services and financing from the capital market, which he gained at Morgan Stanley and other leading US investment banks.

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Main Questions Received from Shareholders and Investors (1)

Roles, skills and diversity of the independent directors

① Roles as	◆What was the background of your appointment as an outside director of NPHD?
the Lead	◆What changes have you noticed in the board since your appointment in 2018?
Independent	Please tell us how the board has improved and the points that need to be improved.
Director	◆How are you going to leverage your experience to improve the corporate value of
	the Nippon Paint Group?
	◆What are the KPIs you are using to measure your contribution to corporate value
	as the Lead Independent Director?
	◆What are the sources of your incentives and motivation as an outside director that
	drive you to be significantly involved in management?
	◆What do you think are the roles of the Lead Independent Director? What advice
	would you give to a company which does not have a lead independent director?
②Board skills	◆What do you think are the qualities and mindset required for an outside director?
matrix and	◆What is your view of the current composition of the directors? What improvements
diversity	do you think are needed?
	◆Do the outside directors have diverse backgrounds? Do the directors use a broad
	viewpoint for their discussions?
	◆Please share your thoughts on the NPHD board's diversity.

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Main Questions Received from Shareholders and Investors (2)-1

The Board's effectiveness and ideal format of its oversight functions

③The Board's

effectiveness,

atmosphere, and ideal format of oversight functions

◆Does the Board hold thorough and effective discussions?

◆Are the Board's discussions effective? Are there any cases in which confirmations of agenda items are merely a formality? Please give examples of strategies that were approved based on a proposal of the outside directors or an agenda item that was withdrawn due to objections of the outside directors.

◆With a majority of the board members being the outside directors, how is the board run? What kind of agenda items are discussed and resolved by the board? What kind of agenda items are entrusted the executive officers for deliberation and decisions? I would like to know how the board is currently administered given that the Co-Presidents are not members.

◆Please share with us examples to the extent allowed of agenda items that were withdrawn due to objections of the outside directors to the extent allowable (we may decide to withdraw this question depending on the atmosphere of the meeting or the company's decision.)

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Main Questions Received from Shareholders and Investors (2)-2

The Board's effectiveness and ideal form of its oversight functions, etc.

③The Board's

effectiveness,

atmosphere, and ideal form of oversight functions

◆How do the outside directors communicate with each other?

◆Please provide information about discussions by the directors regarding the establishment of the New Medium-Term Plan. If I may, please share with us some

examples that demonstrate the board's effectiveness and approaches that value investors' viewpoints and MSV.

◆I have questions about ESG-integrated management. I've heard that the ESG Committee reports to the Board four times every year. Please share with us some

examples that demonstrate the board's effectiveness and approaches that value investors' viewpoints and MSV.

◆I have questions about the background of NPHD's structural reforms. In recent years, NPHD has undergone significant changes including governance and

management structures. Was there already a momentum for reform before Mr. Nakamura joined the company and did this momentum increase after you joined the company in 2018? Or, was the current direction determined in 2018 or afterward?

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