Nitto Denko : Findings on the Nitto Board Effectiveness Evaluation

Date: March 31, 2021

Listed company name: Nitto Denko Corporation

Stock exchange listing: Tokyo, First Section

Code number: 6988

Company representative: Hideo Takasaki, President

Contact person: Yasuhiro Iseyama

Senior Vice President

Director of Corporate Accounting & Finance Division

Phone: [phone]

Findings on the Nitto Board Effectiveness Evaluation

Please find below the executive summary of the findings of the FY2020 Nitto Board effectiveness analysis/evaluation, which has been conducted based on Japan's Corporate Governance Code stipulated by Tokyo Stock Exchange, Inc.

1. Analysis/evaluation method

As was done last year, our Board of Directors analyzed and evaluated the effectiveness of the Board as follows, with advice from a third-party organization:

1. Prepared a survey on the Nitto Board effectiveness with input from a third-party organization
2. At the December Board of Directors meeting, the Secretariat of the Board explained the purpose of effectiveness evaluation and distributed a survey questionnaire to the Directors and Corporate Auditors.
3. Collected the questionnaire in mid-January
4. The Secretariat of the Board parsed the questionnaire results and optional comments by checking them against the analysis results provided by the third- party organization to prepare a report on the effectiveness evaluation survey, which was distributed to the Directors and Corporate Auditors.
5. At the February Board of Directors Meeting, the Directors and Corporate Auditors discussed the Board's effectiveness based on the report.
6. The Secretariat of the Board prepared a document summarizing the outcomes of the discussions, which was distributed to the Directors and Corporate Auditors.
7. At the March Board of Directors Meeting, the Board went over the discussion outcomes, reviewed the details of the Board effectiveness evaluation, and approved the timely disclosure document.

2. Categories of the survey questions
- Composition of the Board of Directors	3
- Operation of Board of Directors meetings	8
-	Risk management	3
- Discussions at Board of Directors meetings	9
- Monitoring function of the Board of Directors	3
- Training for Directors and Corporate Auditors	2
-	Dialogue with shareholders	2
- Efforts by individual Directors and Corporate Auditors	7
-	Overview	3

Total of 40 questions

3. Overview of the analysis/evaluation results

1) Conclusions drawn

It was concluded that the effectiveness of Nitto's Board of Directors is ensured.

2) Analysis and evaluation

All the Directors and Corporate Auditors responded to the Board effectiveness survey on a five-point scale. They chose "Appropriate" or "Largely appropriate" for many of the questions (82% of the total). In particular, as in the last year, the survey confirmed that, at the Board of Directors meetings, open discussions are conducted among its members including Outside Directors and Outside Corporate Auditors, and that the agenda items and deliberation times are deemed to be largely appropriate.

With regard to the composition of the Board of Directors, which was brought up as an issue last year, we ensured its diversity by appointing new directors. Also, to facilitate dialogue with shareholders, we provided opportunities to discuss opinions and comments from shareholders and institutional investors.

This year enhancement of discussions on ESG as well as on the development of an internal control system for the entire Group and the supervision of its operational status, which was recognized last year as well, have been recognized as areas that need to be addressed. Opinions were also offered on approaches to the management of each geographical region and the principles on the development of human resources.

4. Future action

With the analysis/evaluation findings above in mind, Nitto's Board of Directors will remain committed to further enhancing the effectiveness of the Board as a whole.