Board of Directors

The Board of Directors resolves matters prescribed by laws, regulations, and the Articles of Incorporation, and stipulates matters for resolution and reporting under the Board of Directors Regulations. The execution of business is carried out by the President and CEO, Directors in charge of business operations, and Operating Officers. The assignment of duties to Directors and other officers is subject to resolution by the Board of Directors, with the specific details of such assignments determined accordingly.

Activities of the Board of Directors

Notes:
1. Newly appointed at the 77th Ordinary General Meeting of Shareholders held on September 25, 2025.
2. Newly appointed at the 76th Ordinary General Meeting of Shareholders held on September 27, 2024.

Key Topics of Deliberation

Specific matters considered during the fiscal year ended June 30, 2025, included management policies, organizational and personnel structures, approval of financial results, evaluation of internal controls, verification of cross-shareholdings, construction of new plants, and the establishment of overseas offices.

Reasons for Appointment of Directors and Audit and Supervisory Board Member

Audit and Supervisory Board

Audit and Supervisory Board Members perform their duties by exchanging opinions and consulting with the Accounting Auditor as necessary. In addition, Audit and Supervisory Board Members accompany the internal audit department in conducting internal audits and, as necessary, have the staff of the internal audit department assist in the duties of the Audit and Supervisory Board Members. The internal audit department reports the results of these internal audits to the Audit and Supervisory Board Members.

Activities of the Audit and Supervisory Board

Key Topics of Deliberation

The Audit and Supervisory Board received reports on the status of activities from the full-time Audit and Supervisory Board Member, determined audit policies, audit plans, and the division of duties, and evaluated and decided on the reappointment of the Accounting Auditor. In addition to confirming the establishment and operation of internal control systems and deliberating on the draft audit report, the Board held interviews with the Directors in charge regarding specific important matters.

Nomination and Compensation Committees

To enhance the transparency, objectivity, and accountability of the Board of Directors regarding the determination of the nomination and compensation of Directors, the Company has established a Nomination Committee and a Compensation Committee as advisory bodies to the Board of Directors, the majority of whose members are Independent Directors.

Activities of the Nomination and Compensation Committees

Note: Newly appointed on September 25, 2025.

Key Topics of Deliberation

Specific matters discussed during the fiscal year ended June 2025 included the selection of director candidates and revisions to directors’ compensation.

Views on the Balance, Diversity, and Size of the Board of Directors

The Company appoints Directors to ensure an appropriate balance of knowledge, experience, and abilities. The Company has developed a skills matrix for Directors and Audit and Supervisory Board Members to clarify the overall diversity and governance of the Board of Directors. The policies and procedures for the appointment of Directors are set forth in the Criteria for Appointment of Directors. The Company selects appropriate individuals as Independent Directors and Independent Audit and Supervisory Board Members in accordance with the independence criteria, ensuring a balanced representation of expertise in fields such as law, accounting, corporate management, and academia.

Criteria for Appointment of Directors

The Company nominates as candidates for Directors individuals who are capable of fully fulfilling their roles and responsibilities in corporate management, taking into account governance requirements and the characteristics of each business division. The procedures for nominating candidates for Directors are as follows: Directors recommend qualified individuals to the Nomination Committee; the Nomination Committee deliberates on their suitability; following approval by the President and CEO, the proposal is submitted to the Board of Directors; the Board resolves to nominate them as candidates; and they are elected at the General Meeting of Shareholders. The Company nominates as candidates for Audit and Supervisory Board Members, with the consent of the Audit and Supervisory Board, individuals who possess extensive experience, a high level of expertise, and appropriate insight. The Company has introduced a system of operating officers under a mandate contract and operating officers under an employment contract as part of its senior management structure, and recommends individuals who are deemed capable of executing the Company’s business fairly and efficiently based on their knowledge and experience. Operating officers under a mandate contract are selected by the Board of Directors, in accordance with internal policies, from among operating officers under an employment contract based on recommendations from Directors or operating officers under a mandate contract and with the approval of the President and CEO. Operating officers under an employment contract are selected in accordance with internal policies based on recommendations from Directors or operating officers under a mandate contract. Operating officers may be dismissed in accordance with internal procedures if they are determined to be unsuitable based on the above policy.

Independence Criteria and Qualifications for Independent Directors

The Company determines independence in accordance with the independence criteria set forth in the Companies Act and by the relevant financial instruments exchanges, as well as its own criteria. The Company’s own independence criteria are disclosed in the "Independence Criteria for Outside Officers" (PDF: 90KB).

Notification of Independent Officers (PDF: 99KB).

Evaluation of the Effectiveness of the Board of Directors

The Company conducted a questionnaire survey of Directors and Audit and Supervisory Board Members regarding the effectiveness of the Board of Directors for the fiscal year ended June 30, 2025, covering matters such as the Board’s composition, roles and responsibilities, operation, and deliberations. The Board of Directors analyzed and evaluated the results and confirmed that it functions effectively overall.

Policy on Training for Directors and Audit and Supervisory Board Members

When taking office, the Company’s outside officers receive briefings on the Company’s corporate culture, management policies, industry conditions, and its business, financial, and organizational matters. The Company provides its internal officers with opportunities, including internal and external seminars, to acquire knowledge related to business and organization, as well as financial knowledge, and to understand the roles and responsibilities expected of officers, including legal responsibilities. At an annual promotion meeting, which serves as a presentation forum for the Company’s unique management system based on management by objectives (MBO), officers share information on the status of group companies and other departments.

Policy on Constructive Dialogue with Shareholders

The Company recognizes that the understanding and support of shareholders and investors are essential for achieving sustainable growth and enhancing corporate value over the medium to long term. To provide accurate information fairly to shareholders and investors and engage in constructive dialogue, the Company strives to enhance the disclosure of corporate information for domestic and overseas investors on its website and to operate open General Meetings of Shareholders, while promoting organic collaboration among the Director in charge of the General Administration Division, the Finance & Accounting Division and other relevant departments.

In addition, when it is deemed beneficial for achieving the Company’s sustainable growth and enhancing its corporate value over the medium to long term, the Company endeavors to engage in individual dialogue with shareholders and investors while paying due attention to the fairness of information disclosure and the prevention of insider information leakage, and to sincerely consider their views and provide feedback to the Board of Directors.

With respect to dialogue with shareholders in the previous fiscal year, the Director in charge of finance served as the point of contact and engaged in dialogue with domestic and overseas institutional investors and securities analysts, regardless of their investment style, mainly through online individual meetings and small meetings.

The main topics of these dialogues include financial results and business strategies.

Measures to Achieve Management that is Conscious of Capital Cost and Stock Price

The Company aims to achieve an ROE that exceeds the cost of shareholders’ equity and to enhance its corporate value sustainably over the long term. The Company also aims to enhance its evaluation in the capital markets by implementing growth investments and strengthening shareholder return measures.

Skill Matrix of Directors and Audit and Supervisory Board Members

Note: The above matrix does not represent the full range of expertise and experience of the individuals listed.