Directors

Skills Matrix

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

([Legend] ●: Particularly expected item, ○: Expected item)

Name	Positions in the Company	Long-term strategic thinking	Sustainability	Human resources management	Global management	Marketing and sales	Manufacturing, technology, development, intellectual property	DX, IT	Risk management	Group governance
Fumio Fujisaki	Representative Director and President	●	●	●	●	●	●	●	●	●
Takeshi Kodaira	Representative Director	●	●	●		●	○	●	●	●
Kazuhiko Yokoyama	Directors	●		○	○	○	○	○	●	●
Katsuji Hatano	Directors	●	●	○		○			●	●
Masanobu Muramatsu	Outside Director	●			○				●	●
Misuzu Shibata	Outside Director	●	○	○					●	●
Hiroshi Kawano	Outside Director	●			○	○			●	●
Yoshihiro Saimura	Directors (Full-time Audit and Supervisory Committee Member)				○				●	●
Toshizo Kamiyama	Outside Director (Audit and Supervisory Committee Member)				○				●	●
Tsugukiyo Fujita	Outside Director (Audit and Supervisory Committee Member)		○						●	●

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 “skill matrix expected of the Board of Directors.”
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 and distribution, 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, 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, financial affairs, and accounting, as well as information security
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

Activities of Board of Directors
Fiscal Year: 23 (January 1, 2024 - December 31, 2024)

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.

Directors Shinzo Masuda, Masanobu Muramatsu, Misuzu Shibata, Toshizo Kamiyama and Tsugukiyo Fujita are Outside Directors.

Director Naoki Soramoto retired as a Director (and Full-time Audit and Supervisory Committee Member) at the conclusion of the 22nd Annual General Meeting of Shareholders held on March 28, 2024. His attendance at meetings of the Board of Directors held during the period prior to his retirement as a Director is shown.

Director Masanobu Muramatsu retired as a Director (and Audit and Supervisory Committee Member) at the conclusion of the 22nd Annual General Meeting of Shareholders held on March 28, 2024, and has been appointed as Director. Accordingly, during the fiscal year under review, he attended four meetings as a Director (and Audit and Supervisory Committee Member) and 13 meetings as a Director.

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	17 / 17 meetings
Directors	Shu Itoh	13 / 17 meetings
Directors	Toshio Araki	17 / 17 meetings
Directors	Kazuhiko Yokoyama	17 / 17 meetings
Directors	Katsuji Hatano	17 / 17 meetings
Directors	Takeshi Kodaira	17 / 17 meetings
Directors	Shinzo Masuda	17 / 17 meetings
Directors	Masanobu Muramatsu	17 / 17 meetings
Directors	Misuzu Shibata	17 / 17 meetings
Directors (Full-time Audit and Supervisory Committee Member)	Naoki Soramoto	4 / 4 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 FY2023 Effectiveness Assessment

(1) Members of the Board of Directors
(2) Clarification of supervisory and executive roles
(3) Strengthening of discussions on management policies and strategies
(4) Review of easily understandable materials
(5) Improvement of prior explanations and dialogue with Outside Directors
(6) Strengthening of explanations to investors

● [Results of Main Efforts in FY2024 to Address Issues Identified in the FY2023 Effectiveness Assessment]

Efforts to address Item (1)

Consideration of the appropriate number of directors
Consideration and review of the appropriate number of Audit and Supervisory Committee Members
Developing a workplace environment conducive to the advancement of female directors, and formulating plans to hire female general manager candidates
Full-scale launch of succession process for management human resource development program

Efforts to address Item (2)

Delegation of authority to the executive side through revision of the executive guidelines (standards for submission of agenda items to the Board of Directors)

Efforts to address Item (3)

Addition of "matters for consultation" to the Board regulations and discussions on management strategies and business plans as "matters for consultation"

Efforts to address Item (4)

Clarification of issues by reviewing the format of Board meeting materials
Consideration of increasing the number of Board of Directors Secretariat staff (one person) and establishing a dedicated organizational unit

Efforts to address Item (5)

Informal meetings with Outside Directors

Efforts to address Item (6)

Briefings for investors, mainly in the IR Office

Effectiveness Evaluation Processes and Methods for FY2024

In the FY2024 effectiveness assessment, external organizations were utilized in each assessment process to ensure independence and objectivity.

The assessment process and methods were as follows.

Questionnaire survey of all directors (13)
Interview with Representative Director and President
Interviews with Outside Directors (excluding Audit and Supervisory Committee members)
Compilation and analysis of questionnaire and interview responses
Self-assessment by the Board of Directors after discussion of analysis results
[Evaluation items]
1. Roles and functions of the Board of Directors
2. Size and composition of the Board of Directors
3. Operation of the Board of Directors
4. Development of internal control, etc.
5. Utilization of Outside Directors

Overview of results of effectiveness evaluation in FY2024

The Board of Directors has enhanced its supervisory functions through initiatives such as changes to the organizational structure and the transfer of authority to the executive side.
In FY2024, 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 below listed in the report, it was found that the Board of Directors has ensured its effectiveness. 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 FY2024

Dialogue with shareholders and investors is appropriately reported to the Board of Directors
Internal controls are properly managed

● Issues Recognized in FY2024

(1) Discussions relating to management strategy
(2) Composition of the Board of Directors
(3) Discussions on nomination strategy, including a presidential succession plan
(4) Group governance of overseas subsidiaries

● Policy for initiatives in FY2025

Delegation of authority to the executive side with regard to important decisions on execution of business to address Item (1)

Discussions on management strategies such as business portfolio and sustainability etc.
Enhancement of advance explanations to Outside Directors