Board of Directors :SHIMADZU CORPORATION

Basic Approach

The Company’s Board of Directors aims to strike an appropriate balance between decision-making on important business execution and the oversight and audit of such execution. From a management perspective, the Board engages in discussions from multiple viewpoints, taking into account business development and the management environment surrounding the Company.

Activities of the Board of Directors

In accordance with laws and regulations, the Articles of Incorporation, and the Board of Directors Regulations, the Board of Directors resolves, deliberates on, and receives reports regarding important matters.
The principal matters reviewed by the Board of Directors in FY2025 were as follows:

Formulation of the New Medium-Term Management Plan (FY2026–FY2028)	The Board held multiple discussions on the Group-wide growth scenario, as well as the progress and strategies of each business.
Promotion of Inorganic Growth Centered on M&A	The Board deliberated on M&A opportunities, primarily in the Analytical & Measuring Instruments Business, from the perspectives of strategic fit, risk, and financial impact, including the resolution to acquire Tescan.
Review of the Business Portfolio	The Board discussed the direction of focusing on growth areas and optimizing the business structure.
Voluntary Adoption of International Financial Reporting Standards (IFRS)	The Board resolved to voluntarily adopt IFRS with the aim of enhancing global disclosure and promoting dialogue with capital markets.
Strengthening the Management Foundation	The Board discussed key issues supporting business growth, including governance, risk management, global manufacturing, AI strategy, DX promotion, and human resources strategy.

Evaluation of Board Effectiveness

The Company conducts an annual analysis and evaluation of the effectiveness of its Board of Directors based on questionnaires completed by Directors and Audit & Supervisory Board Members. In FY2025, the Company again conducted its own Board effectiveness questionnaire and, based on the results, the Board of Directors exchanged views primarily on issues requiring improvement.

Key Issues Identified in the Board Effectiveness Evaluation for FY2024 and Status of Initiatives
Key Issues	Status of Initiatives
There remains room for improvement in the allocation of time for deliberations, agenda-setting, and the quality of Board materials.	Improvements were made in the allocation of time for deliberations and agenda-setting through the establishment of an annual schedule and by increasing the time allotted to discussion. Meanwhile, although efforts were made to better organize and clarify the key points for discussion in Board materials, improving the quality of those materials remained an ongoing issue.
There is room to further enhance the information provided to the Board of Directors regarding dialogue with shareholders and investors.	Feedback to the Board of Directors on dialogue with shareholders and investors improved significantly from the previous year as a result of continued enhancements in the sharing of information on IR activities.
Further Board involvement in, and deeper discussion of, key agenda items relating to business strategy and monitoring progress under the medium-term management plan remained an issue.	With respect to the formulation of the new medium-term management plan and M&A matters, the Board of Directors engaged in repeated deliberations through multiple dedicated discussion sessions and also held off-site meetings. However, the depth of discussion on management strategy and the medium-term management plan was still assessed as requiring further improvement.

Key Issues Identified in the Board Effectiveness Evaluation for FY2025 and Future Action Policy
Key Issues	Future Action Policy
There remains room for improvement in the quality of Board materials.	The Company will improve Board materials so that they are concise and clearly highlight the key points for discussion, thereby enabling the Board of Directors to devote more time to important agenda items that contribute to enhancing corporate value.
Issues remain with respect to the depth of discussion on management strategy and the medium-term management plan, as well as agenda selection and the way materials are prepared to facilitate efficient deliberations.	The Company will work to enhance off-site meetings that systematically place important themes on the agenda.
Key themes include M&A strategy (including PMI), business portfolio, Group governance, risk management, and human resource development.	The Company will continue to make improvements so that the Board of Directors can engage in high-level and in-depth discussions on important themes such as M&A strategy and business portfolio.

Results of the Board Effectiveness Evaluation for FY2025

Evaluation Item	Evaluation Results
Composition of the Board of Directors	The current governance structure—11 Directors and Audit & Supervisory Board Members in total, with outside officers accounting for a majority—was positively evaluated as effective. The Company will continue discussions on a structure that supports strategic monitoring and the strengthening of governance.
Board Operations	While improvements were seen in the allocation of time for deliberations and agenda-setting, the quality of Board materials was still evaluated as showing room for further improvement. To achieve Board operations that place greater emphasis on high-level discussion, the Company will pay close attention to the selection of matters brought before the Board of Directors, the allocation of deliberation time, and scheduling. In addition, by improving Board materials so that they are concise and clearly identify the key points for discussion, the Company will enable the Board of Directors to devote more time to important agenda items that contribute to enhancing corporate value. The Company will also work to enhance off-site meetings that systematically place important themes on the agenda.
Roles and Responsibilities of the Board of Directors	The Board of Directors was evaluated as appropriately fulfilling its roles and responsibilities. Themes identified as continuing priorities included M&A strategy (including PMI), business portfolio, Group governance, risk management, and human resource development. These will continue to be addressed as important themes going forward.
Self-Evaluation by Directors	All Directors were evaluated as understanding the Company’s basic philosophy and the roles expected of them, and as contributing to effective Board operations through active discussion drawing on their diverse backgrounds.
Support for and Coordination with Directors and Audit & Supervisory Board Members	Information sharing and shared understanding between outside directors and Audit & Supervisory Board Members, as well as opportunities for outside officers to exchange views and share information with the accounting auditor and the internal audit department, were found to be appropriately maintained. In addition, the Company will systematically promote initiatives to deepen outside officers’ knowledge and understanding of the Company, including by ensuring opportunities for dialogue with employees.
Dialogue with Shareholders and Investors	The provision of information regarding dialogue between the Company and shareholders and institutional investors was evaluated as appropriate. This represented a significant improvement from the previous year and reflected the results of continuous efforts. The Company will continue to enhance the sharing of information on management’s IR activities and will also work to secure opportunities for dialogue with shareholders and institutional investors.

Executive Sessions

Following Board of Directors meetings and on other occasions, the Company regularly holds off-site meetings involving all Board members, as well as separate meetings among Outside Directors and Outside Audit & Supervisory Board Members, and between Outside Directors and Audit & Supervisory Board Members, to facilitate open and active exchanges of views and information sharing.

Off-Site Meeting

All Board Members	Off-site meeting on the business portfolio Off-site meeting on on-site audits by Audit & Supervisory Board Members
Outside Directors and Outside Audit & Supervisory Board Members	Meeting to exchange views with the President & CEO Meeting to exchange views on the development of global management talent Open discussion
Outside Directors and Audit & Supervisory Board Members	Meeting to exchange views with the Accounting Auditor

Activities of Outside Directors and Outside Audit & Supervisory Board Members

Outside Directors and Outside Audit & Supervisory Board Members engage in activities aimed at promoting the Company’s sustainable growth and enhancing corporate value over the medium to long term.

Participation in the Sustainability Management Briefing

In December 2025, Director Kitano took part in a Sustainability Management Briefing for institutional investors focused on environmental management. Director Kitano commented on the potential of the Company’s environmental management initiatives.

Participation in the 150th Anniversary Ceremony

In May 2025, the Outside Directors and Outside Audit & Supervisory Board Members participated in a partner appreciation ceremony held to commemorate the 150th anniversary of the Company’s founding. Together with the Company’s partners, they reflected on the Company’s history and shared expectations for its future growth.