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 2025

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

Evaluation of the effectiveness of the Board of Directors

The Company evaluates the effectiveness of the Board of Directors annually to ensure effective governance that supports the Group’s sustainable growth and medium- to long-term enhancement of corporate value.

(1) Evaluation methods and evaluation items

In fiscal 2025, we conducted a questionnaire survey of all 13 Directors (including 6 Outside Directors) and all 4 Audit & Supervisory Board Members (including 2 Outside Audit & Supervisory Board Members), for a total of 17 participants.
An external consultant designed, compiled, and analyzed the questionnaire. Based on the results, we conducted a self-evaluation and ensured objectivity by obtaining an independent evaluation from a third-party attorney-at-law who has no advisory connections to the Company. In addition to interview-based evaluations conducted every three years, we introduced self-evaluation by Outside officers in fiscal 2024 based on the guidelines from the Ministry of Economy, Trade and Industry, as part of our ongoing efforts to refine the evaluation methods.
The evaluation covered the following items: (1) composition and operation of the Board of Directors, (2) management and business strategies, (3) corporate ethics and risk management, and (4) performance monitoring and communications with shareholders and other stakeholders.

(2) Overall evaluation (fiscal 2025)

The Board of Directors was evaluated as generally effective. The effective functioning of Outside officers, effective oversight of sustainability issues, and the risk management system were evaluated as strengths of the Board of Directors.

(3) Follow-up actions on issues identified in the fiscal 2024 evaluation and future initiatives

In response to the issues identified in the fiscal 2024 evaluation, we promoted more active discussions through greater diversity among Outside officers and enhanced reporting by the Risk Management Committee, Sustainability Committee, and Information Security Committee. We also ensured the timely sharing of risk-related information and strengthened communication on environmental management and investor relations (IR). These efforts were found to have contributed to improved effectiveness.
At the same time, future challenges were identified. These include further deepening medium- to long-term discussions on key management issues, continuously reviewing how the Board of Directors is operated and how its discussions are conducted, and enhancing the monitoring of financial, human capital, and non-financial issues, taking into account changes in the external environment.
We will continue to implement effective measures and address identified challenges to further enhance the effectiveness of the Board of Directors.

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 2025 and attendance was 100%. The composition in fiscal 2026 is as follows.

Specific matters considered by the Nomination and Compensation Committee

FYE2025

As of June 2026