Basic Policy
The Company defines the knowledge and experience considered important for its Board of Directors as follows: “Company Management,” “International Experience,” “Technology, R&D, and Manufacturing,” “DX/IT,” “Sales and Marketing,” “Sustainability,” “Finance and Accounting,” “Compliance and Risk Management,” and “Personnel and Human Resources Strategy.” Candidates for directors and Audit & Supervisory Board Members are nominated from among individuals who possess an appropriate combination of these areas of knowledge and experience. These areas are reviewed as appropriate in light of changes in the external environment and the Company’s circumstances.
- The above table does not represent all of the knowledge and experience possessed by each Director and Audit & Supervisory Board Member.
Reasons for Appointment of Outside Directors and Outside Audit & Supervisory Board Members and Their Principal Activities
Outside Director
| Category | Independent | Name | Summary of Reasons for Appointment, Expected Roles and Principal Activities | Attendance in FY2025 |
|---|---|---|---|---|
| Reappointment | Independent Officer | Nobuo Hanai | Mr. Nobuo Hanai has abundant management experience as the president of a leading Japanese pharmaceutical company and global knowledge about the pharmaceutical industry as well as research and development. He has been proactively engaged in discussions and providing recommendations, which have been conducive to the strengthening of the Board’s functions in decision-making and in oversight. In addition, as a chairperson of the Nominating and/or Compensation Committee, he has been engaged in discussions to enhance the transparency and fairness of appointment, dismissal and remuneration of Directors, Members of the Board, Audit & Supervisory Board Members and Executive Officers. |
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| Reappointment | Independent Officer | Yoshiyuki Nakanishi | Mr. Yoshiyuki Nakanishi has abundant management experience as the president of a worldwide chemicals company and global knowledge about the chemicals industry as well as management strategy, manufacturing, sales operation, among others. He has been proactively engaged in discussions and providing recommendations, which have been conducive to the strengthening of the Board’s functions in decision-making and in oversight. In addition, as a member of the Nominating and/or Compensation Committee, he has been engaged in discussions to enhance the transparency and fairness of appointment, dismissal and remuneration of Directors, Members of the Board, Audit & Supervisory Board Members and Executive Officers. |
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| Reappointment | Independent Officer | Nami Hamada | Ms. Nami Hamada has abundant knowledge in finance and accounting through her experience in, for example, managing a finance-related consulting firm. She also has abundant experience, for example, as a manager of a Japanese subsidiary of a foreign securities company, as well as knowledge in human resource development and global insight. She has been proactively engaged in discussions and providing recommendations, which have been conducive to the strengthening of the Board’s functions in decision-making and in oversight. In addition, as a member of the Nominating and/or Compensation Committee, she has been engaged in discussions to enhance the transparency and fairness of appointment, dismissal and remuneration of Directors, Members of the Board, Audit & Supervisory Board Members and Executive Officers. |
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| Reappointment | Independent Officer | Mie Kitano | Ms. Mie Kitano has abundant experience in overseas business at a global consumer goods company and foreign pharmaceutical company. Additionally, she possesses high insight and a distinguished track record in areas such as supply chain management including procurement, talent development, diversity, and corporate social responsibility (CSR). She has been proactively engaged in discussions and providing recommendations, which have been conducive to the strengthening of the Board’s functions in decision-making and in oversight. In addition, as a member of the Nominating and/or Compensation Committee, she has been engaged in discussions to enhance the transparency and fairness of appointment, dismissal and remuneration of Directors, Members of the Board, Audit & Supervisory Board Members and Executive Officers. |
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Outside Audit & Supervisory Board Member
| Category | Independent | Officer Name | Reasons for Appointment and Overview of Duties with Respect to Expected Role | Attendance during FY2025 |
|---|---|---|---|---|
| – | Independent Officer | Tsuyoshi Nishimoto | Based on his extensive legal expertise and experience as an attorney-at-law, Mr. Tsuyoshi Nishimoto has actively provided opinions at Board of Directors’ meetings and other forums. He has also contributed to enhancing the governance of the Shimadzu Group by gathering information from internal control functions and Group companies and by providing comments on matters such as the status of internal control systems, including those of domestic and overseas affiliates, and the execution of M&A transactions. |
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| – | Independent Officer | Yuka Hayashi | Based on her extensive experience and insight as a certified public accountant, Ms. Yuka Hayashi has actively provided opinions at Board of Directors’ meetings and other forums. She has also contributed to enhancing the governance of the Shimadzu Group and ensuring the soundness of its accounting by gathering information from internal control functions and Group companies and by providing comments from an accounting perspective. |
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Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members
If none of the following applies, the relevant Outside Director or Outside Audit & Supervisory Board Member (including candidates for such positions) is considered to be independent of the Company and unlikely to have any conflict of interest with general shareholders.
| （1） | A person for whom the Company is a major business partner (i.e., a person who received payments from the Company that represent 2% or more of its annual consolidated sales for the most recent fiscal year), or an executive officer thereof | |||||||||
| （2） | A major business partner of the Company (i.e., a person who made payments to the Company that represent 2% or more of the Company’s annual consolidated sales for the most recent fiscal year), or an executive officer thereof | |||||||||
| （3） | A consultant, accounting professional, or legal professional who has received a large amount of monetary consideration or other property (10 million yen or more in the most recent fiscal year) from the Company besides compensation as a Director, Member of the Board or an Audit & Supervisory Board Member (If the person who has received such property is an organization such as a corporation or a union, a person who is affiliated with such organization) | |||||||||
| （4） | A person to whom any of the items (1) through (3) applies during the most recent 12 months | |||||||||
| （5） | A second-degree relative or closer of a person listed in items 1) through 3) below (excluding immaterial persons)
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