Composition of the Board of Directors

The Company's Articles of Incorporation stipulate that the number of directors shall be no more than nine, and while it is fundamental that the Board of Directors consists of the necessary and appropriate number of people to ensure an effective management system and substantive discussions at Board meetings, in order to ensure expertise, the Board of Directors shall be composed of appropriate persons, considering the balance between executive directors who are excellent in character, insight, and ability to execute, and who are familiar with the business of the Group, and independent outside directors. is.

Director skill matrix

family name

Skill experience items

corporate management

Finance

total

legal affairs

risk management

global

Foreign operation

Personnel/Labor

Human resource development

sales

technology/safety

IT/DX

ESG

Sustainability

Nobuhiko Takamatsu

Hiromi Ishii

Shinichi Kijima

Masayoshi Takezawa

Tsuyoshi Nakamura

Shuichi Tachibana

Takeshi Kiriyama

Hiroko Kaneko

Takahiro Mikami

◆ represents skills as an experienced representative director.

The skills of executive directors, excluding those who have experience as representative directors, are limited to four items.

Execution of duties by directors

The Board of Directors resolves matters stipulated by laws and regulations or the Articles of Incorporation, as well as important company matters stipulated in the Board of Directors Regulations.
In addition, Executive Management Meeting, which is comprised of executive directors and others, deliberates matters to be resolved by the Board of Directors in advance, and provides advance explanations to outside directors who are not attending Executive Management Meeting. Additionally, as a means of communication between outside directors and business execution divisions, in addition to the Board of Directors meetings, we hold reporting sessions from the heads of each division to outside directors on the status of divisional operations (held 7 times in fiscal 2022). In addition, we strive to improve the efficiency of deliberations at the Board of Directors and ensure the rationality of decision-making, such as by establishing and implementing the "Detailed Regulations for the Preparation of Agenda for Board of Directors Meetings."

*For details on the activities of the Board of Directors (including attendance status of individual directors), please refer to the Company's annual securities report.

Effectiveness evaluation of the Board of Directors

Our Board of Directors analyzes and evaluates the overall effectiveness of the Board of Directors every year, discusses issues based on the results, and uses the results to improve future operations of the Board of Directors.

A summary of the analysis and evaluation of the effectiveness of the entire Board of Directors in fiscal 2022 is as follows.

Implementation method

① Utilize an independent third-party organization to ensure objectivity and transparency of evaluation

② Questionnaire survey targeting all directors and Audit & Supervisory Board Member (response rate 100%)

③ Evaluation based on the survey results at the Board of Directors meeting to be held in June 2023

Evaluation results

The majority of reviews were positive (5 or 4 out of 5 points), with particularly high ratings for "free and open discussion," "operation of the board of directors," and "responsibilities of independent outside directors." . The Company's Board of Directors is fully functioning and its effectiveness is ensured.

problem recognition

Further enhancement of ``selecting appropriate agenda items'' such as reviewing standards for discussion at board meetings, ``providing information necessary for strategy deliberations,'' and "discussions from the perspective of overall optimization and appropriate allocation of management resources" as the group rather than partial optimization for each business etc.

Based on this effectiveness evaluation, we will consider and implement specific measures necessary to enhance the effectiveness of our Board of Directors.