Board of Directors Structure and Activities

Overview of the Board of Directors' Composition

Composition of the Board of Directors and each committee

Main topics discussed by the Board of Directors

Evaluation of the Effectiveness of the Board of Directors

■Overview of the Board of Director’s Composition

Of twelve (12) Directors, eight (8) members (67%) are highly independent External Directors who meet the “Criteria for Independence of External Directors” of the Company. Furthermore, of the four (4) internal Directors, two (2) are Directors responsible for business execution and concurrently serve as Corporate Executive Officers, and two (2) are non-executive Directors.
The total number of non-executive Directors, both internal and external, is ten (10)(83%).
Additionally, to enhance the objectivity and transparency of oversight and the separation of business execution from oversight, the Chairman of the Board of Directors is an Independent External Director.

■Composition of the Board of Directors and each committee

Title	Name	Board of Directors	Nominating Committee	Compensation Committee	Audit Committee
Director	Kentaro Fujiwara	〇
Director	Ayako Hirofuji	〇
Director (Non-executive)	Hiromi Anno	〇			〇(Full-time)
Director (Non-executive)	Hitoshi Okamoto	〇			〇(Full-time)
Independent External Director (Non-executive)	Mariko Tokuno	〇	〇	〇
Independent External Director (Non-executive)	Yoshihiko Hatanaka	◎	◎	〇
Independent External Director (Non-executive)	Yasuko Gotoh	〇			◎
Independent External Director (Non-executive)	Ritsuko Nonomiya	〇	〇	〇
Independent External Director (Non-executive)	Yasuhiro Nakajima	〇			〇
Independent External Director (Non-executive)	Andrew House	〇	〇	〇
Independent External Director (Non-executive)	Keiko Kaneko	〇			〇
Independent External Director (Non-executive)	Takuya Nakata	〇	〇	◎

Notes:

1）Committee members are marked with 〇, and the chairperson of the Board of Directors and that of the committees are marked with ◎.

2）Click here to view the biographies of each Director.

■Main topics discussed by the Board of Directors in fiscal year 2025

Main topics of the Board of Directors in fiscal year 2025 are as follows:

-Management strategies, including the “2030 Medium-Term Strategy”
-Monitoring of strategic progress, including the “Action Plan 2025–2026,” and structural reforms
-Risk management and internal controls (including material risks, risk management systems, cybersecurity, and quality management)
-IR activity report and capital market reaction
-Reports from the Nomination, Compensation and Audit Committees

■Evaluation of the Effectiveness of the Board of Directors

Basic Approach

The Company conducts an annual evaluation of the effectiveness of the Board of Directors to identify issues and areas for improvement and evolve into a more effective board. Based on the findings of the effectiveness evaluation, we are working diligently to strengthen the Board's functions and improve its effectiveness through the following PDCA cycle.

PDCA cycle

Evaluation Process

The Company conducts annual questionnaires and interviews with all Directors to evaluate and analyze the effectiveness of the Board of Directors and the Nominating and Compensation Committees. The Secretariat of the Board of Directors compiles and analyzes the results and identifies key issues. The identified issues and opinions are reported to the Board of Directors, which determines appropriate actions and implements necessary measures.
To ensure transparency and objectivity, the Company commissions a third-party organization to conduct an independent review and evaluation approximately once every three years.
In fiscal year 2025, the Company engaged a third-party organization to prepare the questionnaire and oversee the evaluation process. Based on the aggregated results compiled by the organization, the Company analyzed the findings and formulated key initiatives for fiscal year 2026.

*Click here to view the effectiveness evaluation of the Audit Committee.

Initiatives During FY2025, Evaluation Findings, and Future Plans

In fiscal year 2025, the Company conducted an effectiveness evaluation of the Board of Directors covering the period from January to December (until fiscal year 2024, the evaluation period had run from the conclusion of the previous year’s Ordinary General Meeting of Shareholders to the commencement of the current year’s Ordinary General Meeting of Shareholders).Below, the Company outlines the key evaluation criteria and findings regarding initiatives undertaken during the evaluation period. Based on these findings and the issues identified, the Company will implement the following measures in fiscal year 2026 to further accelerate and enhance the effectiveness of the Board of Directors.