Notice Regarding Appointment of Chairman of the Board of Directors and Changes of President and Chief, Representative Directors, Members of the Board of Directors, Corporate Auditors and Company s April 9, 2012 Kao Corporation (the Company Ticker Code:4452) announces that its Board of Directors resolved the appointment of Chairman of the Board of Directors, and changes of President and Chief ( President & CEO ), Representative Directors, members of the Board of Directors, Corporate Auditors and Company s as described below, at the meeting of the Board of Directors held on the date hereof. As part of the Company s continuing discussion to improve its corporate governance system, the Company will increase the number of its outside Directors from two to three members, decrease the total number of members of the Board of Directors from fifteen to ten members, and reinforce the organization of s by increasing the number from twenty-six to twenty-eight and by establishing four s positions, with the title of Senior or and without concurrent positions in the Board of Directors. These changes will reorganize the Company s management structure to strengthen supervision over and accelerate execution of business. Further, the term of office of each Director is to be shortened from two years to one year. These changes are to be made effective after the necessary resolutions of the Company s Annual General Meeting of Shareholders, which is scheduled to be held on June 28, 2012, and/or the meeting of the Board of Directors to follow immediately thereafter. 1. Chairman of the Board of Directors to be newly nominated Motoki Ozaki Representative Director, President & CEO 2. Representative Directors to be newly nominated (1) Representative Director, President & CEO to be newly nominated Michitaka Sawada Member of the Board, Vice President, Research and Development (Human Health Care) Above mentioned resolutions of the Board on the nominations of the Chairman of the Board of Directors as well as the President & CEO were passed after the examination conducted by the Company s Committee for the Examination of the Nominees for the Chairman of the Board of Directors and the President, which consists exclusively of all Outside Directors and all Outside Corporate Auditors.
(2) Representative Director, Senior to be newly nominated Tatsuo Takahashi Member of the Board,, Kao Corporation Representative Director, President & CEO, Kao Customer Marketing Co., Ltd. 3. Other Changes (1) Outside Director to be newly nominated Sonosuke Kadonaga President, Intrinsics (Former Senior Partner, McKinsey & Company) (2) Members of the Board of Directors to retire Takuo Goto Representative Director, Senior Shunichi Nakagawa Member of the Board, Toshiharu Numata *1 Member of the Board, Shinichi Mita Member of the Board, Masato Hirota *2 Member of the Board, Shinichiro Hiramine *2 Member of the Board, Notes: *1: Mr. Toshiharu Numata is to be promoted to the position of Senior as indicated in section 3.(5) below. *2: Messrs. Masato Hirota and Shinichiro Hiramine will continue to hold the positions of Executive Officers as indicated under the headline of Board of Directors, Corporate Auditors and s on pages 5-6. (3) Outside Corporate Auditor to be newly nominated Teruo Suzuki, CPA Partner, KPMG AZSA LLC (Scheduled to retire from this position on June 26, 2012) (4) Outside Corporate Auditor to retire Yutaka Yogo, CPA - 2
(5) Current s to be promoted New Position(s) Senior Toshiharu Numata Member of the Board, Executive Vice President;, Research and Development Responsible for Chemical Business Unit, Product Quality Management, and TCR Promotion Member of the Board, Member of the Board, Member of the Board, Toshihide Saito Ken Hashimoto Hisao Mitsui Member of the Board, ; Vice President, Human Capital Development; President, Corporate Strategy Member of the Board, ; Vice President, Procurement Member of the Board, ; Vice President, Production and Engineering; Vice President, SCM Strategy and Planning ; President, Beauty Care Business Unit Masumi Natsusaka *3 Katsuhiko Yoshida ; President, Fabric and Home Care Business Unit Note: *3: Mr. Masumi Natsusaka is to concurrently assume the position of Representative Director, President of Kanebo Cosmetics Inc., effective on June 20, 2012. (6) to be newly nominated Yoshinori Takema Vice President, Research and Development (Beauty Research Center Skin Beauty Research) 3
(7) s to be newly nominated Muneki Hirao Vice President, Production and Engineering (Chemical SCM) Motohiro Morimura Vice President, Production and Engineering (Fabric and Home Care SCM); Plant Manager, Wakayama Plant Kenji Miyawaki Vice President, Marketing Research and Development Kazuyoshi Aoki Vice President, Accounting and Finance Accounting Tadaaki Sugiyama Vice President, Legal and Compliance Legal Toshiaki Takeuchi Member of the Board, Senior, Kao Customer Marketing Co., Ltd. (8) to retire Yoshitaka Nakatani Vice President, Environment and Safety Management Media inquiries should be directed to: Corporate Communications Department Kao Corporation Phone: +81-3-3660-7043 Fax: +81-3-3660-7044 4
Board of Directors, Corporate Auditors and s In accordance with those changes provided above, members of the Board of Directors, Corporate Auditors and s of the Company will be as follows, after the Annual General Meeting of Shareholders and the meeting of the Board of Directors to be held on June 28, 2012. Changes in the responsible areas of businesses and functions for each of the s will be announced in the future. Board of Directors Title Chairman of the Board of Directors Representative Director *4 Representative Director *4 Representative Director *4 Member of the Board *4 Member of the Board *4 Member of the Board *4 Outside Director Outside Director Outside Director Name Motoki Ozaki Michitaka Sawada Hiroshi Kanda Tatsuo Takahashi Toshihide Saito Ken Hashimoto Hisao Mitsui Teruhiko Ikeda Takuma Otoshi Sonosuke Kadonaga Note: *4: Messrs. Michitaka Sawada, Hiroshi Kanda, Tatsuo Takahashi, Toshihide Saito, Ken Hashimoto and Hisao Mitsui will hold s positions concurrently. See page 6. Corporate Auditors Title Full-time Corporate Auditor Full-time Corporate Auditor Outside Corporate Auditor Outside Corporate Auditor Name Masanori Sunaga Takayuki Ishige Tadashi Oe Teruo Suzuki 5
s Title President and CEO Senior Senior Senior Name Michitaka Sawada Hiroshi Kanda Tatsuo Takahashi Toshiharu Numata Toshihide Saito Ken Hashimoto Hisao Mitsui Masumi Natsusaka Katsuhiko Yoshida Yoshinori Takema Masato Hirota Shinichiro Hiramine Shigeru Koshiba Shoji Kobayashi Takuji Yasukawa Yasushi Aoki William J. Gentner Naohisa Kure Akira Yoshimatsu Hideko Aoki Minoru Utsumi Yoshimichi Saita Muneki Hirao Motohiro Morimura Kenji Miyawaki Kazuyoshi Aoki Tadaaki Sugiyama Toshiaki Takeuchi 6
Personal Background and Career Summary New Title: Name: Chairman of the Board of Directors Motoki Ozaki Date of Birth: June 6, 1949 Place of Birth: Number of the Company Shares Owned: Final Education Background: Nagasaki Prefecture, Japan 38,900 shares Department of Administration Engineering, Keio University Career Summary: April 1972 Joined September 1981 Brand Manager, Marketing Planning May 1990 President, Hokkaido Region, Consumer Products Sales Division February 1996 Vice President, Personal Care February 1998 Vice President, Sanitary Business April 2000 President, Prestige Cosmetics April 2002 President, Fabric and Home Care June 2002 Member of the Board, June 2004 Representative Director, President & CEO (Current Position) External Organizations (Current Positions): May 2006 May 2011 Director, Japan Chemical Industry Association Vice Chairman, Japan Soap and Detergent Association 7
Personal Background and Career Summary New Title: Name: Representative Director, President & CEO Michitaka Sawada Date of Birth: December 20, 1955 Place of Birth: Number of the Company Shares Owned: Final Education Background: Osaka Prefecture, Japan 10,400 shares Masters Program, Department of Process Engineering, Osaka University, Graduate School of Engineering Career Summary: April 1981 March 1999 July 2003 June 2006 April 2007 June 2008 Joined Manager, Processing Development Research Laboratories Vice President, Sanitary Products Research Laboratories ; Vice President, Research and Development (Current Position) Vice President, Research and Development (Human Health Care) (Current Position) Member of the Board, (Current Position) 8
Personal Background and Career Summary New Title: Name: Representative Director, Senior Tatsuo Takahashi Date of Birth: January 1, 1952 Place of Birth: Number of the Company Shares Owned: Final Education Background: Kumamoto Prefecture, Japan 14,000 shares Department of Economics, Seijo University Career Summary: April 1975 June 1992 April 1999 June 2000 April 2002 June 2002 May 2004 June 2004 January 2006 June 2006 June 2008 Joined Vice President, Feminine Care, Sanitary Business, Kao Corporation President, Key Account, Kao Hanbai Co., Ltd. (currently known as Kao Customer Marketing Co., Ltd.) Vice President, Strategic Planning, Kao Hanbai Co., Ltd. President, Kinki Region, Kao Hanbai Co., Ltd. Member of the Board, Kao Hanbai Co., Ltd. Representative Director, Senior, Kao Hanbai Co., Ltd., Kao Corporation Representative Director, President & CEO, Kao Hanbai Co., Ltd. (Current Position) Member of the Board,, Kao Corporation Member of the Board,, Kao Corporation (Current Position) 9