Activities of the Board of Directors
The Board of Directors discusses, resolves, and reports on important matters in accordance with laws and regulations, the Articles of Incorporation, and the rules of the Board of Directors. The following is a summary of specific matters considered by the Board of Directors during the fiscal year under review.
Major Matters Discussed by the Board of Directors during the Last Fiscal Year
- Progress of implementing business strategies specified in the medium-term management plan (FY2023 to FY2025) and reinforcing the management base
- Discussion on the business portfolio
- Building a global foundation for growth aimed at strengthening Shimadzu Group management
- Review of strategic investments necessary for business growth
- Establishment and revision of rules associated with the introduction of a short-term performance-linked stock compensation system
- Acquisition of treasury stock
Evaluating the Effectiveness of the Board of Directors
Every year, we analyze and evaluate the effectiveness of the directors and auditors who make up the Board of Directors. Again this year, we conducted an independent survey for assessing effectiveness. The survey covered the same following three topics as last year, but some of the questions were revised: 1. Changes over time, 2. New issues since the previous year, 3. Future revisions. Based on the survey results, the Board of Directors held discussions focusing on areas in need of improvement. The following items are a summary of the results of the effectiveness evaluation based on discussions at the Board of Directors.
Summary
The result of the assessment was that improvements were made compared to the previous year and the overall evaluation was generally positive, but that further improvements are required.
The Board of Directors is contributing appropriately to the deliberation of monitoring the progress of business strategies and the medium-term management plan. In addition, the composition of our Board of Directors includes diverse members with extensive experience and deep insight, and we believe that maintaining an environment where active discussions can take place from a wide range of perspectives is one of the Board’s strengths.
Compared to the previous year, progress was made in providing information to the Board of Directors regarding dialogue with shareholders and investors, increasing opportunities for exchange of views between outside directors and accounting auditors/ internal audit departments, and expanding opportunities for discussions on business strategies and risk management. On the other hand, challenges remained regarding the selection of agenda items and improvements to meeting materials for more efficient deliberations. As this fiscal year marks the formulation of the new medium-term management plan, we will work to further improve operations to enable more in-depth discussions on important agenda items.
Results from Evaluating the Effectiveness of the Board of Directors
| Criteria for Evaluating Effectiveness | FY2024 (Applicable Year: FY2023) |
|---|---|
| Composition of the Board of Directors | The Board’s size of 12 members and its composition̶half of whom are outside directors̶received a positive evaluation for its effectiveness. We will continue discussions on the Board’s structure to ensure it contributes to strategic monitoring and the strengthening of governance. |
| Operation of Board of Directors Meetings | It was evaluated that there is still room for improvement in the allocation of discussion time, selection of agenda items, and the quality of materials for the Board of Directors. To operate the Board of Directors with a greater emphasis on high-level, comprehensive discussions, we will pay close attention to the selection of agenda items, time allocation for deliberations, and scheduling. In addition, by improving materials to be scenario-based, concise, and focused on key discussion points, we aim to ensure sufficient time is allocated to important agenda items that contribute to enhancing corporate value. |
| Roles and Responsibility of the Board of Directors | The roles and responsibilities of the Board of Directors were evaluated as being appropriately fulfilled. Areas identified as requiring continued focus included overseas and regional strategies, Group governance and risk management, and the business portfolio. We will continue to work on these as important themes. |
| Self-Assessment by Directors | All Board of Directors members were judged to be aware of Shimadzu’s basic philosophy and their expected roles, engaged in lively discussions based on their diverse backgrounds, and effective. |
| Support for and Cooperation with Directors and Audit & Supervisory Board Members | Information sharing and alignment of understanding between outside directors and Audit & Supervisory Board members, as well as ensuring opportunities for exchanging views and sharing information between outside directors and accounting auditors/internal audit departments, are being conducted appropriately. We will also systematically promote initiatives to enhance outside directors’ knowledge and understanding of the company by ensuring opportunities for dialogue with employees and other means. |
| Dialogue with Shareholders and Investors | The provision of information regarding the company’s dialogue with shareholders and institutional investors was evaluated as being appropriately conducted. We will continue to enhance information sharing regarding executive IR activities and work to ensure opportunities for dialogue with shareholders and institutional investors. |
Activities of the Board of Directors and Outside Audit & Supervisory Board Members
Outside Directors and Outside Audit & Supervisory Board Members engage in activities aimed at promoting the Shimadzu’s sustainable growth and enhancing its corporate value over the medium to long term.
Participation as a Speaker at the Sustainability Management Briefing
In October 2024, Director Hanai participated as a speaker at a Sustainability Management Briefing held for institutional investors. Speaking from the perspective of an Outside Director, Director Hanai shared insights on Shimadzu's management challenges and initiatives, including efforts to improve capital efficiency and enhance development capabilities.
Scene from the Presentation at the Sustainability Management Briefing
Participation in DE&I-Related Events
In March 2025, Directors Hamada and Kitano participated in a networking event with female employees held in conjunction with International Women’s Day. Through group workshops, they offered advice on challenges and concerns related to day-to-day work.
Group Photo with Participants of the Networking Event
Presentation at the Global Manager Training
In January 2025, Director Hamada delivered a presentation during the Global Manager Training program for newly appointed managers of overseas Group companies. In her speech, she emphasized the importance of driving transformation through the pursuit of diversity and sharing best practices.
Scene from the Presentation at the Global Manager Training
Visit to Manufacturing Sites and Offices
To deepen their understanding of our business, Directors Hanai, Nakanishi, Hamada, and Kitano, as well as Audit & Supervisory Board Members Nishimoto and Hayashi, visited the Medical Systems Plant and Aircraft Equipment Plant in June 2024. In July and August of the same year, Director Kitano also visited the Shimadzu Tokyo Innovation Plaza and the Technology Research Laboratory.
Scene from the Visit to the Medical Systems Plant
Executive Sessions
To provide an opportunity to periodically meet and freely discuss issues, exchange views, share circumstances, and so on, executive sessions are held between Outside Directors and Outside Audit & Supervisory Board members, or between Outside Directors and Audit & Supervisory Board members after Board of Directors meetings are finished.
For the purpose of the sessions to provide information to executive management and the Board of Directors, Outside Directors and Outside Audit & Supervisory Board members express their respective views on Shimadzu issues and exchange views with accounting auditors about improving internal controls. In addition, informational presentations regarding Shimadzu products and services are offered, mainly to newly appointed outside directors, in conjunction with personnel involved in those products and services in order to promote a deeper understanding of Shimadzu business operations. Recent meetings for exchanging views are indicated below.
| Among Outside Directors and Outside Audit & Supervisory Board Members |
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|---|---|
| Among Outside Directors and Audit & Supervisory Board Members |
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Criteria for Independence of Outside Directors and Audit & Supervisory Board Members
If none of the following apply, Outside Directors and Outside Audit & Supervisory Board members (including candidates) shall have independence from Shimadzu, with no risk of a conflict of interest with general shareholders.
| （1） | Major supplier of Shimadzu (a company that received payments from Shimadzu equivalent to 2% or more of their annual consolidated sales revenue during the previous fiscal year) or an executive officer of that company |
| （2） | Major customer of Shimadzu (a company that paid Shimadzu an equivalent of 2% or more of Shimadzu’s annual consolidated sales revenue during the previous fiscal year) or an executive officer of that company |
| （3） | Consultant, accounting expert, or legal expert (including persons affiliated with a corporation, association, or other organization that received applicable assets) who receives any large monetary or asset compensation from Shimadzu other than the designated director compensation (monetary or asset compensation equivalent to 10 million yen or more, excluding the director compensation, received during the previous fiscal year) |
| （4） | Persons for which any of the conditions (1) to (3) applied within the past year |
| （5） | Relatives within a second-degree kinship to a person indicated in 1. to 3. below (excluding those without importance).
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