Basic Policy
The composition of the Shimadzu Board of Directors is determined based on achieving a size and diversity appropriate for deploying businesses, the given business environment, and other factors. Shimadzu is expanding its four business segments (Analytical & Measuring Instruments, Medical Systems, Aircraft Equipment, and Industrial Machinery) globally based on the corporate philosophy “Contributing to Society through Science and Technology.” In particular, by integrating technologies from both Analytical & Measuring Instruments and Medical Systems, we are working to create new businesses that leverage our strengths in the healthcare field.
From the perspective of managing the company in that way, in order to achieve a good balance between decision-making for executing important business activities based on extensive discussion by the Board of Directors and functions for appropriately supervising and auditing such business execution, currently the following areas of knowledge and experience are considered important for the Board of Directors̶company management, international experience, technology/IT, sales/marketing, finance/accounting, compliance/risk management, and personnel/human resources development. Directors are nominated from candidates with appropriate knowledge and experience in the above areas. The above areas of knowledge and experience will continue to be reassessed based on external business conditions and company circumstances.
- Note: The above is not intended as a complete list of knowledge and experience held by members of the Board of Directors and Audit & Supervisory Board.
Reasons for Appointing Outside Directors and Audit & Supervisory Board Members and Description of Main Activities
Outside Director
| Category | Independent | Officer Name | Reasons for Appointment and Overview of Duties with Respect to Expected Role | Attendance during FY2024 |
|---|---|---|---|---|
| Reappointed | Independent Officer | 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 Nominating 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. |
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| Reappointed | Independent Officer | 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 Nominating 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. |
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| Reappointed | Independent Officer | 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 Nominating 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. |
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| Reappointed | Independent Officer | Mie Kitano | In addition to her extensive international business experience at foreign-owned consumer goods and pharmaceutical companies, she brings significant expertise in procurement and other supply chain matters, human resource development and diversity, and corporate social responsibility (CSR). Drawing on this expertise, she actively contributes to enhancing the decision-making and oversight functions of the Board of Directors. She also serves as a member of the Nominating and Compensation Committee, where she participates in discussions aimed at improving the transparency and fairness of executive appointments, dismissals, and compensation. She was appointed in anticipation of her valuable advice regarding global Shimadzu Group businesses, supply chain management, ESG strategies, and other issues and in anticipation of appropriately supervising the execution of business operations based on her extensive knowledge. |
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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 FY2024 |
|---|---|---|---|---|
| – | Independent Officer | Tsuyoshi Nishimoto | He actively offers his opinions at meetings of the Board of Directors and other relevant forums, based on his extensive expert knowledge and experience as a lawyer. He gathers information from internal control departments, Group companies, and other relevant sources, regarding the development and effectiveness of internal control systems across both domestic and overseas Group companies, and offers input on matters such as the implementation of mergers and acquisitions, thereby contributing to the enhancement of governance within the Shimadzu Group. 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. |
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| – | Independent Officer | Yuka Hayashi | Based on her extensive experience and knowledge as a certified public accountant, she actively offers her opinions at Board of Directors meetings and other situations. She has been contributing to improving governance of the Shimadzu Group by gathering information from internal control departments and other sources to provide opinions regarding ensuring the financial health of the Shimadzu Group. Based on her experience and accomplishments, we believe that she is qualified to serve as an Audit & Supervisory Board Member and have elected her to this position. |
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