Directors

Skills Matrix

The skills matrix expected of the Board of Directors will be as follows:

([Legend] ○: Expected item, ★: Nomination and Remuneration Advisory Committee Member)

Name Positions in the
Company
Nomination and
Remuneration
Advisory
Committee
Skills
Group
governance
Long-term
strategic
thinking
Sustainability Human
resources
management
Global
management
Marketing
and sales
Manufacturing,
technology,
development,
intellectual
property
DX and IT Risk
management
Finance and
accounting
Fujisaki Fumio Representative
Director and
President
★ 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇
Kodaira
Takeshi
Representative
Director
〇 〇 〇 〇 〇 〇
Kikawa
Toshiyuki
Directors  〇 〇 〇 〇 〇 〇
Muramatsu
Masanobu 
Outside Director  〇 〇 〇
 Shibata
Misuzu
Outside
Directors 
★
(Chairperson)
〇 〇 〇 〇
 Kawano
Hiroshi
 Outside
Directors
★ 〇 〇 〇 〇 〇
 Ogata
Yoshimi
Outside
Directors  
〇 〇 〇 〇 〇
 Terada
Harunobu
Directors
(Audit and Supervisory Committee Member)  
〇 〇 〇
 Kamiyama
Toshizo
Outside Directors
(Audit and Supervisory Committee Member)  
★ 〇 〇 〇
 Fujita
Tsugukiyo
Outside Directors
(Audit and Supervisory Committee Member)
〇 〇 〇

In order to achieve our purpose, “Our Creations Inspire Creativity,” and ensure the sustainable growth and development of the Group, the Company believes that the Board of Directors should consist of persons who possess knowledge and pride concerning technology and quality, which are the backbone of the Group, and who are resourceful enough to enable them to utilize abundant management and practical experience to enhance the engagement of employees and promote advanced business management.
The Company has set forth these personal criteria and the expected skills that Directors should exercise to fulfill their roles in the form of the “skills matrix expected of the Board of Directors.”

Group governance The skill of building a business portfolio for the Group as a whole and being able to lead the Group with a governance system that includes organizational design

*It is expected that all Directors have this skill.

Long-term strategic thinking The skill of envisioning long-term management strategy from a broad perspective to achieve our purpose, and engaging in comprehensive corporate management with a growth story that includes taking on new challenges
Sustainability The skill of possessing knowledge about sustainability management, and engaging in long-term and stable sustainable management while coexisting with stakeholders
Human resources management The skill of creating human resource strategies to enhance the corporate value of the Company, including human resources to act as management successors, and being able to develop human resources to achieve those strategies
Global management The skill of having the experience of developing businesses on a broad global basis, and being able to enhance the presence of the Company in global markets
Marketing and sales The skill of possessing broad knowledge and insight related to markets, distribution and branding, and being able to broadly offer added value to society and customers
Manufacturing, technology,
development, intellectual property
The skill of possessing wide-ranging understanding related to technology held by the Company as a manufacturer, as well as quality and intellectual property, and creating systems capable of developing high-quality services and products
DX and IT The skill of responding flexibly to social changes and being able to achieve operational reform and stable operation at the Company with advanced literacy concerning digital technologies and IT
Risk management The skill of being able to create systems and mechanisms for appropriately implementing a response to management risks in areas such as legal affairs as well as information security
Finance and accounting The skill of engaging in sound, long-term management based on high-level expertise in finance, accounting, and tax affairs

Activities of Board of Directors
Fiscal Year: 24 (January 1, 2025 - December 31, 2025)

The Company held one meeting of the Board of Directors each month during the fiscal year under review, and the attendance of individual directors was as follows.

  1. Directors Shinzo Masuda, Masanobu Muramatsu, Misuzu Shibata, Hiroshi Kawano, Toshizo Kamiyama and Tsugukiyo Fujita are Outside Directors.
  2. Representative Director Masakazu Shirakawa and Directors Shu Itoh, Toshio Araki, and Shinzo Masuda retired as a Representative Director and Directors at the conclusion of the 23rd Annual General Meeting of Shareholders held on March 28, 2025. Their attendance at meetings of the Board of Directors held during the period prior to their retirement as a Representative Director and Directors is shown.
  3. Director Hiroshi Kawano was appointed as a Director at the 23rd Annual General Meeting of Shareholders held on March 28, 2025. His attendance at meetings of the Board of Directors held after his appointment as a Director is shown.
  4. The officially registered name of Director Misuzu Shibata is Misuzu Koyama.
Classification Name Attendance
Representative Director and President Fumio Fujisaki 17 / 17 meetings
Representative Director Masakazu Shirakawa 4 / 4 meetings
Representative Director Takeshi Kodaira 17 / 17 meetings
Directors Shu Itoh
4 / 4 meetings
Directors Toshio Araki 4 / 4 meetings
Directors Kazuhiko Yokoyama 17 / 17 meetings
Directors Katsuji Hatano 17 / 17 meetings
Directors Shinzo Masuda 3 / 4 meetings
Directors Masanobu Muramatsu 17 / 17 meetings
Directors Misuzu Shibata 17 / 17 meetings
Directors Hiroshi Kawano 13 / 13 meetings
Directors
(Full-time Audit and Supervisory Committee Member)
Yoshihiro Saimura 17 / 17 meetings
Directors
(Audit and Supervisory Committee Member)
Toshizo Kamiyama 17 / 17 meetings
Directors
(Audit and Supervisory Committee Member)
Tsugukiyo Fujita 17 / 17 meetings

Major matters considered by the Board of Directors

Specific matters discussed at the Board of Directors include matters relating to management strategy, such as the status of group management and deliberations regarding important contracts; matters relating to financial results and accounting, such as approval of financial statements and financial reports; matters relating to shareholders' meetings and internal control; matters relating to governance, such as personnel matters; matters relating to sustainability; and matters relating to capital policy, such as shareholder return policies and financing.

Analysis and Assessment of the Effectiveness of the Board of Directors

The Company's Board of Directors strives to enhance the objectivity and transparency of its management, and to strengthen and enhance corporate governance to create a more effective corporate governance system. To achieve this, the Board of Directors conducts a yearly analysis and assessment of its overall effectiveness, taking into consideration self-assessments made by each director.

Issues Identified in the FY2024 Effectiveness Assessment

(1) Members of the Board of Directors
(2) Discussions relating to nomination strategy, including a succession plan for the Representative Director and President
(3) Discussions relating to management strategy
(4) Group governance of overseas subsidiaries
(5) Functional enhancement of the Board of Directors Secretariat

● [Results of Main Efforts in FY2025 to Address Issues Identified in the FY2024 Effectiveness Assessment]

(1) Review of the number of members of the Board of Directors and the Outside Director ratio
(2) Implementation of training programs for each job class
(3) Delegation of authority to executives advanced through the development of a grand design
(4) Provision of information including reports on the current status of major overseas subsidiaries
(5) Establishment of the dedicated Board of Directors Secretariat

Effectiveness Evaluation Processes and Methods for FY2025

The effectiveness was assessed internally in FY2025.

The assessment process and methods were as follows.

  1. Evaluation period: From January 2025 to December 2025
  2. Design of evaluation items and preparation of questionnaires
  3. Questionnaire survey of all directors (10)
  4. Compilation and analysis of questionnaire responses
  5. Self-assessment by the Board of Directors after discussion of analysis results

● [Assessment items]

  1. Composition of the Board of Directors
  2. Operation of the Board of Directors
  3. Roles and functions of the Board of Directors
  4. Structure supporting the Board of Directors
  5. Roles and expectations of the Board of Directors

Overview of Results of Effectiveness Evaluation in FY2025

The Company's Board of Directors was evaluated highly for its steady delegation of authority and progress in the transition to being a monitoring-focused organization.
In FY2025, it was found that the Board of Directors had improved its functions as a result of measures taken to address issues identified in the previous year's effectiveness assessment. Based on confirmation of the items listed below, it was found that the Board of Directors has ensured its effectiveness as in the previous year. Going forward, the Board will continue to strengthen initiatives related to its identified strengths and ensure that it continues to function effectively.

● Strengths recognized in FY2025

(1) Appropriateness of the number of members of the Board of Directors
(2) Appropriate explanations and provision of sufficient information about proposals
(3) Development of a system for constructive dialogue with shareholders and ensuring that it operates effectively
(4) Improvement of the effectiveness of the operations of the Audit and Supervisory Committee

● Issues recognized in FY2025

(1) Discussions relating to management strategy
(2) Composition of the Board of Directors
(3) Discussions related to risk management
(4) Supervision of Group companies
(5) Promotion of frank exchanges of opinions and strategic discussion

● Policy for initiatives in FY2026

(1) Discussions of medium- to long-term strategies
(2) Advance explanations provided to Outside Directors
(3) Promotion and recruitment of women and professional human resources to increase diversity
(4) Appropriateness of the Outside Director ratio
(5) Reinforcement of systems for ensuring risk is effectively managed
(6) Reinforcement of systems for monitoring Group companies
(7) Creation of opportunities for Inside and Outside Directors to frankly exchange opinions