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 medium-and long-term corporate value. A more diverse group of outside directors is appointed mainly from candidates with extensive corporate management experience in a wide range of industries and with a diversity of work histories.
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 institutions 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 Officer | Name | Reasons for Appointment and Overview of Duties with Respect to Expected Role | Attendance during FY 2023 |
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| Outside Director | 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 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. |
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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 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. |
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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 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. |
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| Newly appointed | Independent Officer | Mie Kitano | In addition to extensive international business experience at multinational companies and foreign-owned pharmaceutical companies, she also offers significant knowledge and experience about procurement and other supply chain issues, human resource training and diversity, and CSR. 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. | – | |
| Outside Audit & Supervisory Board Member | Reappointed | Independent Officer | Tsuyoshi Nishimoto | He actively offers his opinions at Board of Directors meetings and other situations based on his extensive expert knowledge and experience as a lawyer involved in international legal matters, corporate acquisitions, system development, crisis management, and other fields. He contributes to improving governance within the Shimadzu Group by gathering information from accounting auditors, internal audit departments, and other sources, to provide opinions regarding the preparedness of internal control systems at Shimadzu Group companies. 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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| Retained | 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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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.