Corporate Governance System

One-half (four) of the eight members of the Board of Directors are outside directors, which increases management transparency and objectivity.
Inside directors, familiar with business operations and circumstances within the company, and outside directors, who have extensive experience, knowledge, abilities, and insights, discuss issues from various perspectives, so that decisions can be appropriately made and monitored regarding strategies and policies for increasing mediumand long-term corporate value. Outside directors are mainly appointed from candidates with extensive corporate management experience in a wide range of industries. Women and others with diverse backgrounds are also appointed as outside directors in order to provide more diversity.
A system of corporate auditors is used to audit the legality and appropriateness of management operations, with two internal and two outside Audit & Supervisory Board members. The Audit & Supervisory Board and its members attend Board of Directors meetings, where they proactively execute auditing functions, such as by expressing their opinions or exchanging views with directors or administrative corporate executive officers. The President, administrative corporate executive officers, and the Executive Committee are designated as the agencies for appropriately and quickly executing administrative processes based on decisions made by the Board of Directors.

Directors, Audit & Supervisory Board Members, and Executive Officers

Reasons for Appointing Outside Directors and Audit & Supervisory Board Members and Description of Main Activities

Outside Director and Audit & Supervisory Board Member Category Independent Director and Audit & Supervisory Board Member Name Reasons for Appointment and Overview of Duties with Respect to Expected Role Attendance during FY 2022
Outside Directors Reappointed Independent Director and Audit & Supervisory Board Member Hiroko Wada Based on her extensive global business experience as a director of a multinational company and CEO of a Japanese corporation and her broad knowledge about marketing, human resource development, and diversity, she actively expresses views and offers recommendations that strengthen the decision-making and supervisory functions of the Board of Directors. Also, as a member of the Appointment and Compensation Committee, she participates in discussions about improving the transparency and fairness of director appointment/removal and compensation decisions. She was appointed because of her anticipated role in contributing to sustaining growth and increasing the corporate value of the Shimadzu Group.
  • Attended 13 of 13 Board of Directors meetings
  • Attended 6 of 6 Appointment and Compensation Committee meetings
Reappointed Independent Director and Audit & Supervisory Board Member Nobuo Hanai Based on his extensive management experience as a CEO of a major Japanese pharmaceutical company and global knowledge about R&D and the pharmaceutical industry in Japan and throughout the world, he actively expresses views and offers recommendations that strengthen the decision-making and supervisory functions of the Board of Directors. Also, as a member of the Appointment and Compensation Committee, he participates in discussions about improving the transparency and fairness of director appointment/removal and compensation decisions. He was appointed because of his anticipated role in contributing to sustaining growth and increasing the corporate value of the Shimadzu Group based on his knowledge of major markets.
  • Attended 13 of 13 Board of Directors meetings
  • Attended 6 of 6 Appointment and Compensation Committee meetings
Reappointed Independent Director and Audit & Supervisory Board Member Yoshiyuki Nakanishi He has extensive management experience as a top executive of a global chemical company and extensive knowledge of the chemical industry, management strategy, manufacturing, sales and marketing, etc., both in Japan and abroad, which enables him to make proactive comments and proposals that contribute to strengthening the decision-making and supervisory functions of the Board of Directors. Also, as a member of the Appointment and Compensation Committee, he participates in discussions about improving the transparency and fairness of director appointment/ removal and compensation decisions. He was appointed because of his anticipated role in contributing to sustainable growth and increasing the corporate value of the Shimadzu Group based on his knowledge of major markets.
  • Attended 13 of 13 Board of Directors meetings
  • Attended 6 of 6 Appointment and Compensation Committee meetings
Reappointed Independent Director and Audit & Supervisory Board Member Nami Hamada She has extensive knowledge of finance and accounting, including management of a finance consulting company, as well as extensive experience as a corporate manager of a Japanese subsidiary of a foreign securities company, and her human resource development and global business expertise enable her to make proactive comments and proposals that contribute to strengthening the decision-making and supervisory functions of the Board of Directors. Also, as a member of the Appointment and Compensation Committee, she participates in discussions about improving the transparency and fairness of director appointment/removal and compensation decisions. She was appointed in anticipation of her valuable advice regarding Shimadzu Group management based on her extensive knowledge of finance, accounting, and other areas and to serve the role of appropriately supervising the execution of business operations.
  • Attended 10 of 10 Board of Directors meetings
  • Attended 5 of 5 Appointment and Compensation Committee meetings

(After assuming office as a Shimadzu director)

Outside Audit & Supervisory Board Members Retained Independent Director and Audit & Supervisory Board Member Tsuyoshi Nishimoto As a lawyer, he has accumulated a great deal of experience in general corporate legal affairs, and among them, he has a high level of expertise and a wealth of experience in areas such as overseas legal affairs, corporate acquisitions, system development, and crisis management, which are effective for auditing the Shimadzu Group’s expanding global operations. Based on his experience and accomplishments, we believe that he is qualified to serve as an Audit & Supervisory Board Member and have elected him to this position.
  • Attended 13 of 13 Board of Directors meetings
  • Attended 16 of 16 Audit & Supervisory Board meetings
Newly Appointed Independent Director and Audit & Supervisory Board Member Yuka Hayashi As a certified public accountant, she is engaged in corporate accounting audits and has a wealth of experience and insight in accounting. She has also served as an outside director (audit & supervisory committee member) of other companies, and can be expected to play a role in auditing and advising on business execution systems and measures to address management issues from the standpoint of a corporate accounting expert. -

Corporate Governance System

 

Internal Control System

To further improve and strengthen the internal control system, corporate ethics, compliance, and risk management operations in the Shimadzu Group function as a single system, with the effectiveness of that system verified as appropriate. Based on that understanding, an internal control system has been established to ensure the duties of executives are executed in accordance with applicable laws/regulations and our Articles of Incorporation, and to ensure business processes within Shimadzu Corporation and Shimadzu Group companies are performed appropriately and efficiently.

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