Directors and Audit & Supervisory Board Members

Skills matrix for directors and Audit & Supervisory Board members

Our basic policy is that the Board of Directors shall consist of internal directors who have professional expertise and knowledge that they can leverage for business management, research and development, production, sales, and services from a global perspective regardless of gender or nationality, and external directors who can provide opinions and raise questions from a professional and independent standpoint, so that the Board can perform appropriate and flexible decision-making on the Company’s business activities and supervision of their execution.

Directors

Name		Gender	Expertise and experience
Name		Gender	Corporate management	Finance/ Accounting	Legal affairs/ Risk management/ Compliance	Global	Sales/ Marketing	R&D/ Manufacturing
	Tsutomu Isobe	Male	○	○	○	○
	Takaaki Yamanashi	Male	○			○		○
	Masahiko Tadokoro	Male	○			○	○
	Koji Yamamoto	Male	○			○	○
	Kazuhiko Miwa	Male	○	○	○
	Hiroyuki Sasa External Independent	Male	○		○	○	○	○
	Toshitake Chino External Independent	Male	○		○
	Hidekazu Miyoshi External Independent	Male	○		○			○
	Harumi Kobe External Independent	Female			○	○

Audit & Supervisory Board members

Name		Gender	Expertise and experience
Name		Gender	Corporate management	Finance/ Accounting	Legal affairs/ Risk management/Compliance	Global	Sales/ Marketing	R&D/ Manufacturing
	Kotaro Shibata	Male	○			○	○
	Takashi Fujimoto	Male		○		○
	Seiji Nishiura External Independent	Male		○
	Akiko Mochizuki External Independent	Female			○

Participation in meetings of the Board of Directors and Voluntary Advisory Committees

Name	Title	Memberships	Meeting Attendance in Fiscal 2023
			Board of Directors	Audit & Supervisory Board	Voluntary Advisory Committees
			Board of Directors	Audit & Supervisory Board	Nomination	Compensation
Tsutomu Isobe	Representative Director, Chairman	Chairman of the Board of Directors, Member of the Nomination Committee, Member of the Compensation Committee	9/10 meetings	—	4/4 meetings	3/4 meetings
Takaaki Yamanashi	Representative Director, President		10/10 meetings	—	—	—
Masahiko Tadokoro	Director, Senior Executive Officer		10/10 meetings	—	—	—
Koji Yamamoto	Director, Senior Executive Officer		10/10 meetings	—	—	—
Kazuhiko Miwa	Director, Executive Officer		10/10 meetings	—	—	—
Hiroyuki Sasa	External Director	Independent External Director, Chairman of the Nomination Committee, Member of the Compensation Committee	8/8 meetings	—	3/3 meetings	3/3 meetings
Toshitake Chino	External Director	Independent External Director, Chairman of the Compensation Committee, Member of the Nomination Committee	10/10 meetings	—	4/4 meetings	4/4 meetings
Hidekazu Miyoshi	External Director	Independent External Director, Member of the Compensation Committee, Member of the Nomination Committee	10/10 meetings	—	4/4 meetings	4/4 meetings
Harumi Kobe	External Director	Independent External Director	10/10 meetings	—	—	—
Kotaro Shibata	Audit & Supervisory Board Member		10/10 meetings	11/11 meetings	—	—
Takashi Fujimoto	Audit & Supervisory Board Member		10/10 meetings	11/11 meetings	—	—
Seiji Nishiura	External Audit & Supervisory Board Member	Independent External Audit & Supervisory Board Member	10/10 meetings	11/11 meetings	—	—
Akiko Mochizuki	External Audit & Supervisory Board Member	Independent External Audit & Supervisory Board Member	—	—	―	―

Notes: 1. Meeting attendance for Hiroyuki Sasa is shown after his appointment, since he was elected and assumed office at the 85th Ordinary General Meeting of Shareholders held on June 28, 2023.

Notes: 2. Akira Takenouchi retired from his position at the end of the 86th Ordinary General Meeting of Shareholders held on June 27, 2024 due to the expiration of his term of office.

External directors and external Audit & Supervisory Board members

The Company has elected four independent external directors in order to further enhance and strengthen its corporate governance. The external directors and external Audit & Supervisory Board members are elected according to the Independence Standards for Outside Officers set by the Company, ensuring the selection of those who do not pose any risk of a conflict of interests with general shareholders, and who are unable to be significantly influenced by the management and are unable to significantly influence the management.

Reason for selection of external officers

Directors

Name	Reason for selection
Hiroyuki Sasa	Mr. Hiroyuki Sasa has extensive knowledge of technology and development in the manufacturing industry and insight as a manager of a global company, having served as president and representative director of Olympus Corporation. From that perspective, he is overseeing business execution appropriately as an external director of the Company, such as by actively expressing his opinions at the Board of Directors’ meetings. As Chairman of the Nomination Committee and a member of the Compensation Committee, he attends meetings of these committees, where he gives timely and appropriate opinions. Therefore, we have appointed Mr. Sasa as an external director, expecting that he will appropriately perform his duties as an external director of the Company based on his experience and knowledge.
Toshitake Chino	Mr. Toshitake Chino has expertise as company manager and insight into the industrial society acquired from his experience working as the editor and later president at the Nikkan Kogyo Shimbun, Ltd. From that perspective, he is overseeing business execution appropriately as an external director of the Company, such as by actively expressing his opinions at the Board of Directors’ meetings. As Chairman of the Compensation Committee and a member of the Nomination Committee, he attends meetings of these committees, where he gives timely and appropriate opinions. Therefore, we have appointed Mr. Chino as an external director, expecting that he will appropriately perform his duties as an external director of the Company based on his experience and knowledge.
Hidekazu Miyoshi	Mr. Hidekazu Miyoshi has expertise in intellectual property rights, which he acquired through many years of service as a patent attorney, and experience as a business manager of a patent office. From that perspective, he is overseeing business execution appropriately as an external director of the Company, such as by actively expressing his opinions at the Board of Directors’ meetings. As Chairman of the Nomination Committee and a member of the Compensation Committee, he attends meetings of these committees, where he gives timely and appropriate opinions. Therefore, we have appointed Mr. Miyoshi as an external director, expecting that he will appropriately perform his duties as an external director of the Company based on his experience and knowledge.
Harumi Kobe	Ms. Harumi Kobe has broad experience and a high level of expertise in Japan and abroad, which she acquired through many years of service at the Ministry of Finance, holding various important positions including serving as the first female Regional Commissioner of the Hiroshima Regional Taxation Bureau. She has provided appropriate supervision of the execution of duties as an external director of the Company, including providing proactive comments at meetings of the Board of Directors from perspectives gained in the aforementioned positions. Therefore, we have appointed Ms. Kobe as an external director, expecting that she will appropriately perform her duties as an external director of the Company, such as by providing beneficial opinions and advice from a new perspective, based on her experience and knowledge.

Audit & Supervisory Board members

Name	Reason for selection
Seiji Nishiura	Mr. Seiji Nishiura, who served as district director of tax offices, etc., is well-versed in corporate taxation as a tax accountant and possesses high-level professional expertise in finance and accounting. Therefore, we have appointed Mr. Nishiura as an external Audit & Supervisory Board member, having determined that he is an appropriate candidate capable of providing beneficial advice to the Company’s audit system based on his experience and knowledge.
Akiko Mochizuki	Ms. Akiko Mochizuki has a wealth of experience and expertise as an attorney at law, as well as a high level of knowledge from the perspective of human rights protection through her focus on public interest activities. Therefore, though she does not have direct corporate management experience, we have appointed Ms. Mochizuki as an external Audit & Supervisory Board member, having determined that she is an appropriate candidate capable of providing beneficial advice to the Company’s audit system, based on her experience and knowledge.

Name

Reason for selection

Seiji Nishiura

Mr. Seiji Nishiura, who served as district director of tax offices, etc., is well-versed in corporate taxation as a tax accountant and possesses high-level professional expertise in finance and accounting. Therefore, we have appointed Mr. Nishiura as an external Audit & Supervisory Board member, having determined that he is an appropriate candidate capable of providing beneficial advice to the Company’s audit system based on his experience and knowledge.

Akiko Mochizuki

Ms. Akiko Mochizuki has a wealth of experience and expertise as an attorney at law, as well as a high level of knowledge from the perspective of human rights protection through her focus on public interest activities. Therefore, though she does not have direct corporate management experience, we have appointed Ms. Mochizuki as an external Audit & Supervisory Board member, having determined that she is an appropriate candidate capable of providing beneficial advice to the Company’s audit system, based on her experience and knowledge.

Information provision and support system for external officers

The Company conducts preliminary briefings before meetings of the Board of Directors for external officers in order to stimulate discussion at Board meetings. In addition, the Company also provides preliminary information necessary for deliberations at Board of Directors’ meetings by holding tours of business sites, plants, and other major locations for external officers, as well as business briefings on an irregular basis.
It is also the Company’s policy to utilize outside education and training to provide the basic knowledge necessary for directors and Audit & Supervisory Board members to perform their duties, and the Company pays for the cost of such training to assist directors and Audit & Supervisory Board members in deepening their understanding of their respective roles and responsibilities.