Board of Directors

The Board of Directors functions as a supreme decision-making body, second to the General Meeting of Shareholders. It meets once a month, in principle, and extraordinary meetings are held as necessary. Based on regulations including the Board of Directors Regulations and the Duty Authority Regulations, the Board of Directors makes decisions on important matters related to the Group’s management, such as management policies, business plans, and large-scale investment plans, in addition to matters stipulated in laws, regulations, and the Articles of Incorporation.
Authority for the execution of business relating to matters other than those to be discussed by the Board of Directors is delegated to the Group Executive Committee and other subordinate meeting bodies, as well as relevant officers and other responsible persons. The Board of Directors also supervises the performance of these duties.

Composition, etc. of the Board of Directors

Main topics discussed by the Board of Directors

Fiscal 2024

Skills matrix

Under its Medium-Term Management Plan, the Company aims to realize its vision of “realizing a future where everyone can be themselves and shine vigorously,” while building a solid and distinctive business portfolio. With “environmental management” and “digital transformation (DX)” positioned as company-wide policies, the Company is working to create premium value in response to social issues.
The Company has adopted a system of a company with Audit & Supervisory Board, and the Board of Directors of the Company is required of the effectiveness as a supervisory body, as well as playing a role of a decision-making body regarding important execution of duties. The Company, therefore, believes that the Board of Directors should be comprised of members with skills needed to promote its long-term management policy and Medium-Term Management Plan, while paying attentions to diversity. The Company lists the following specific seven items as favorable skills to be possessed in the Board of Directors as a whole: “Corporate management,” “Environment/sustainability,” “Accounting/finance,” “Legal affairs/compliance/risk management,” “Global,” “Human capital strategy,” and “DX.” Those skills are taken into account in the course of the candidate selection by the Company.
If the Proposal No. 2 is approved as proposed, the skills of candidates that fall under the relevant items are as presented in the table below.

Evaluating effectiveness of the Board of Directors

In order to ensure the soundness and transparency of management, the Board of Directors of the Company is working on continuous improvements by evaluating its effectiveness every year based on the opinions, etc. of individual Directors and Audit & Supervisory Board Members, and sharing matters required to further improve effectiveness at Board of Directors meetings.For the fiscal 2024 evaluation of the effectiveness of the Board of Directors, we introduced self-evaluation by Outside officers based on the guidelines from the Ministry of Economy, Trade and Industry. We continued to use an external consultant to design and compile an objective questionnaire, and received evaluation from a third-party attorney-at-law who has no advisory connections to the Company.
Examples of how effectiveness has been raised include that we enhanced the communication of non-financial information—an issue identified in previous effectiveness evaluations—and held multiple discussions with Outside officers during the formulation of the Medium-Term Management Plan. Based on these efforts, the fiscal 2024 evaluation of the effectiveness of the Board of Directors reconfirmed ongoing improvements in the effectiveness of the Board of Directors.
In consideration of the opinions, etc. indicated in the questionnaire, we will continue to strive for an effective Board of Directors that will raise corporate value over the medium- to long- term.

Effectiveness evaluation cycle

Nomination and Compensation Committee composition

The Nomination and Compensation Committee was established as an advisory body to the Board of Directors to increase the fairness and transparency of procedures for matters related to the nomination of director candidates and operating officers and matters relating to their compensation, among others. Internal rules stipulate that over half of the committee should be independent outside directors and that an independent outside director serves as chair.
The Board of Directors consults this committee concerning the matters above before passing resolutions on them.
The committee met four times in fiscal 2024 and attendance was 100%. The composition in fiscal 2025 is as follows.

Specific matters considered by the Nomination and Compensation Committee

FYE2024

As of June 2025