Establishing the Management Committee as a decision-making body and strengthening the Board of Directors’ oversight function

「当会社は、株主総会及び取締役のほか、次の機関を置く。 1. 取締役会 2. 監査等委員会 3. 会計監査人」

「The Company transitioned to a company with an Audit and Supervisory Committee to accelerate the execution of the growth strategy set out in the “Medium-Term Management Plan 2026,” launched in April 2024, by enabling timely and accurate management execution and strengthening the effectiveness of the Board of Directors, which is responsible for decision-making on important matters and oversight of execution. The Company currently has 8 independent outside directors, representing a majority of its 15 directors, with diverse experience and expertise.」

「The Company has submitted Proposal No. 2, “Partial Amendments to the Articles of Incorporation,” as an agenda item for the annual general meeting of shareholders scheduled for 20 June 2025. If the proposal is approved and adopted, the Company will transition to a company with an Audit and Supervisory Committee.」

「As a general rule, the Company appoints a chair of the Board of Directors and a president and executive officer from the standpoint of mutual checks and balances, and does not allow these positions to be held concurrently. The chair of the Board convenes Board meetings and serves as chair, oversees management, does not participate in day-to-day business execution, and has no authority to represent the Company.」

「The Board of Directors strengthened its oversight of management execution by increasing the number of outside directors while reducing the number of internal directors, thereby raising the proportion of outside directors, and by revising the criteria for matters submitted to the Board and expanding reports on matters such as progress under the management plan and the activities of important committees.」

「In fiscal 2017, to further promote the separation of management execution and oversight, the roles of executive officers responsible for business execution and the Board of Directors responsible for oversight were clarified, including by explicitly defining the President's position as that of an executive officer. The Company also planned to further invigorate Board discussions by reducing the number of directors and increasing the proportion of outside directors.」

「From July 2015, the Executive Committee was made the highest decision-making body at the business execution level, establishing a framework for making important decisions after considering diverse views and engaging in multifaceted discussions. For the Board of Directors, in addition to increasing the number of outside directors by 1, the criteria for matters submitted to the Board were revised so that it could focus its discussions more closely on important matters concerning overall management, including management policies and plans. At the same time, reporting to the Board was expanded, its oversight function over management execution was strengthened, and a framework was established in which deliberations focused on formulating company-wide strategies and basic policies.」