Tsumura Announces Personnel Changes in Officers and Changes in Governance System

2015.05.12

• News Release

Tsumura & Co. (the "Company") announces that its Board of Directors has resolved at a meeting held on May 12, 2015 to change its governance system and that the Board has informally decided on personnel changes regarding its officers to be referred for discussion and resolution at the Company's General Meeting of Shareholders to be held on June 26, 2015 and to be formally determined thereafter by a meeting of the Board of Directors. Details are as follows.

1. Change in the governance system
On June 27, 2003, the Company introduced an executive officer system in order to promote the assignment of authority for the execution of business and to speed up decision-making. With the aim of enhancing the oversight functions of the Board of Directors and to clearly define the system for executive officers' business execution going forward, the Company will increase the number of Outside Directors and change the executive officer system, thereby establishing a governance system that enables speedier decision-making and more efficient business execution.
(1) Board of Directors
Two more Outside Directors will be added, resulting in the Board of Directors being comprised of three Directors and three Outside Directors.
(2) Executive officer system
The business execution functions of the executive officers will be defined more clearly. In addition, as of June 26, 2015, new positions for executive officers with specific titles will be created according to the job responsibilities of the executive officers.
(3) Management structure
The Company will implement the following management structure reform to ensure a system that enables quick responses to changes in the management environment and prompt and optimal decision-making and business execution.
(i) Reorganize the existing executive committee.
(ii) Establish an "Officers' Meeting" in order to promote efficiency in business execution
(iii) Establish an "Outside Directors' Meeting" in order to enhance transparency and fairness in management
(iv) Establish a "Board of Directors Office" as a department that assists the Board of Directors and Outside Directors' Meeting

2. Composition of executive officers (as of June 26, 2015)

Director candidates
President & Representative Director	Terukazu Kato	Representative Director
Director	Toru Sugita
Director	Yasunori Fuji
Outside Director	Shigeru Sugimoto
Outside Director	Kenichi Matsui	To be newly appointed
Outside Director	Yayoi Masuda	To be newly appointed

Auditor candidates
Standing Auditor	Terunari Nakayama	To be newly appointed
Standing Auditor	Tsuyoshi Iwasawa	To be newly appointed
Outside Auditor	Kuniko Ouchi	To be newly appointed
Outside Auditor	Kiyomi Haneishi	To be newly appointed

Executive Officer		Content of delegation / division subject to oversight
President & Executive Officer	Terukazu Kato	In charge of External Affairs Department and Internal Auditing Department
Senior Managing Executive Officer	Toru Sugita	In charge of Corporate Communications Department, Purchasing Department, Logistics Planning Department and Information Technology Department
Managing Executive Officer	Ryuji Takasaki	Head of Kampo Scientific Strategies Division
Senior Executive Officer	Yasunori Fuji	Head of Compliance Control Department/ In charge of Corporate Planning Department, Personnel Department and Accounting Department
Senior Executive Officer	Shuichi Takeda	Head of Reliability Assurance Division
Executive Officer	Ryoichi Murata	Head of Sales & Marketing Division
Executive Officer	Koin Toda	Head of Botanical Raw Materials Division/ In charge of China Coordination Department
Executive Officer	Mitsuru Nakata	Head of Secretary Department/ In charge of General Affairs Department and Legal Department
Executive Officer	Kimitoshi Usui	Head of Production Division