49

HDS REPORT 2023

HDS Group’s
Values and Aspirations

Materiality to Achieve
Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management■ Outside Directors Roundtable Discussion

Outside Director

Haruhiko Yoshida

Outside Director

Masanobu Nakamura

Data and Company
Information

Five outside directors with diverse backgrounds and expertise
exchanged candid opinions regarding expectations and challenges
concerning growth strategies, building of management foundations,and the unique operation of our Board of Directors.

Outside Director

Yoshio Fukuda

Mission to Be Fulfilled as an Outside Director

from common practices in the company.

Yoshida: When serving as an executive director of a general

Nakamura: I was involved in efforts related to non-performing

trading company, I oversaw two firms listed on the Tokyo
Stock Exchange’s First Section (Prime Market now), followedby experience as an outside director for two First Section
companies, committing myself to management decision-making
from both internal and external perspectives. Drawing on theseexperiences, I oversee and advise with a big picture in mind,
taking into account differences in scale and industry. I make aconscious effort to provide ideas and perspectives that differ

loan disposal in banking, and in addressing the financial crisisof 2008, known as the Lehman Shock, at a foreign securities
firm. Through these experiences, I have learned the importanceof not overlooking the early signs of risks and the significanceof timely and appropriate responses. At HDSI as well, we are
faced with calls for agile responses to risks in line with changes
in the external environment, and I am eager to contribute myexperiences and insights.

Outside Director

Kazuhiko Hayashi

Outside Director

Kaeko Kitamoto

Fukuda: I prioritized the following four aspects upon taking
on the role of an outside director: Enhancing corporate
value, taking into account the interests of stakeholders suchas employees, shareholders, suppliers and local communities,
nurturing management talent, and overseeing and supervising
management. While addressing these four aspects, I also aim
to leverage my experience in the management of manufacturingbusinesses to contribute to strengthening HDSI’s governanceand global management.

HDS Group’s
Values and Aspirations

Hayashi: I initially worked as an engineer in an automotive
manufacturer, focusing on the development of electronicsystems. Subsequently, I was involved in management at acompany supplying electrical components to automakers.
I served as a technical adviser before assuming the role ofan outside director at HDSI. I am providing support for thecreation of new customer value through added value in HDSI’s
Total Motion Control, which extends beyond the field of
manufacturing and sales of devices, mainly speed reducers.

Kitamoto

Materiality to Achieve
Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

desired by customers through enhanced product development
and services, such as the growth of in-vehicle products subject
to relatively fewer cyclical fluctuations. We perceive that we
may have been able to lay the groundwork for expanding the
new applications, in response to the societal issue of declining
global workforce population.

Fukuda: When evaluating financial indicators over the
cumulative period of the Medium-term Management Plan, given
the fluctuating nature of product supply and demand in our
industry, we find that sales have generally met their targets,
while profits have fallen short of their goals. However, researchand development expenses, as well as capital investment,
have exceeded the targeted figures. Since R&D and capital
investment are sources of future profits, they can be evaluatedpositively from a long-term perspective. In the discussions for the
next medium-term management plan, I would like the execution
side to thoroughly discuss and clarify the desired future stateof HDSI 10 years ahead, as well as to formulate medium-term
strategies toward its realization.

Data and Company
Information

HDS REPORT 2023
Outside Directors’ Roundtable Discussion

technological development, adopting an aggressive approachthat prioritizes “being delicious first” is necessary.

Kitamoto: Short-term performance goals are important, but it'salso crucial to evaluate the effectiveness of measures towardrealizing our vision from a long-term perspective. I would likefor all employees in the HDS Group to share the long-term
vision we should be heading toward, and for each and every
employee to understand their own mission so they can act
accordingly.
Yoshida: Personally, I am afraid that our earning poweris dwindling and heading toward a slow decline. To
accelerate growth, further ingenuity and effort to enhancecost competitiveness will be necessary. I advise not to rely
solely on the past experience of contracting at the bottom ofa business cycle, with the expectation of riding a wave of thenext demand recovery. Rather, I would say, it’s important toraise awareness of the emergence of competitive rivals and be
prepared for the challenge.

Kitamoto: I aim to leverage my expertise as a certified public
accountant and insights gained from auditing multiple listed
manufacturing companies to contribute to the enhancementof internal controls. I also actively contribute from fresh
perspectives on the diversity of the organization and theempowerment of diverse human resources.

Achievements & challenges in the progressof the FY2021-FY2023 Medium-termManagement Plan; transformations needed forfurther growth
Nakamura: The final year of the Medium-term Management
Plan is likely to result in a challenging outcome due tosluggish demand for products geared toward robotics andsemiconductors stemming from China’s economic slowdown.
On the other hand, there are observable achievements inenhancing problem-solving capabilities to realize what isHayashiHayashi: Regarding the realization of “QCDS to satisfy
customer expectations,” which is one of the policy directions
under the medium-term management plan, the focus is currently
on the defensive side of ensuring that “Q” meets safety andconformance standards. Therefore, I would like to further
promote the idea of “creating products that delight customers.”
If we use cooking as an analogy, food must be safe first of
all but it won't be eaten if not delicious. Therefore, in our

YoshidaAgenda deemed crucial toward “establish
a management foundation commensurate withthe times” one of the materiality issues
Fukuda: In “establish a management foundation,” there are two
important aspects. The first is the establishment of partnerships
with customers and suppliers. The second is the cultivation of

50

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HDS REPORT 2023
Outside Directors’ Roundtable Discussion

HDS Group’s
Values and Aspirations

Materiality to Achieve
Aspirations

a corporate culture where employees can feel fulfilled in theirwork. Manufacturing cannot be sustained without mutual trust
among diverse stakeholders such as customers, end-users,
suppliers and employees. Therefore, partnerships with multiple
stakeholders can be considered the most basic of basics.
Japanese workstyle reform often focuses on reducing working
hours, but what is most important is whether employees feel
fulfilled and can work energetically.

Hayashi: I feel that there is a slight weakness in systematicallyplanning and developing technologies and products within
the organization. I believe that relying solely on individual
abilities without emphasizing organizational processes canlead to a lack of scalability and sustainability. It’s possible todevelop software with just one talented programmer. Without
an organized approach, however, there may arise issues suchas delayed response to glitches and inability to progress to thenext stage. I’m thinking of strengthening organizational andsystematic structures to enhance the scalability and sustainabilityof our business.
Kitamoto: Given significant fluctuations in demand within
our industry, I believe it crucial to maintain a robust financial
foundation to ensure flexibility in response, even when at
the bottom of a business cycle. Additionally, it’s crucial tostrengthen trust relationships with diverse stakeholders. To
achieve this, it’s important to share a long-term vision withstakeholders such as employees, business partners andshareholders, and ensure they feel we are making progress
toward its realization.
Yoshida: Since assuming the role of an outside director, I
have consistently emphasized as crucial management issues
the importance of fostering human resources and creating anenvironment conducive to technological development. While
HDSI has competitive flagship products that will sell well withincreased demand, relying solely on them could eventually leadto a decline in growth potential. Since technological prowess
depends on human factors, I anticipate further dedication tofostering talent and creating an environment conducive to

Sustainability
Supporting Action
Strategies

Sustainability
Management

Data and Company
Information

technological development.

Nakamura: Establishing a conducive work environment andnurturing talent are indeed the bedrock of our business. Outside
directors attend not only Board of Directors meetings but alsomonthly sessions of the Development Promotion Conference andthe Business Innovation Conference, held at the Hotaka Factory,
as well as Executive Officer Meetings, allowing for interactions
with not only officers but also section chiefs and team leaders.
We also serve as members of the Management Committee
for the Whistleblower System, which increases opportunities
to hear the voices of employees. To make employees feel
fulfilled at work, it is crucial for senior officials to communicate
effectively from the perspective of employees. I believe that thefirst step in building a solid management foundation starts withthe mindset and actions of these senior officials.

NakamuraWith exactly half of the Board of Directors being outside
directors, we believe that the effectiveness of monitoring issufficiently ensured.

Nakamura: The effectiveness of the Board of Directors isevaluated annually through questionnaire surveys answeredby directors and corporate auditors. Discussions aimed
at improving effectiveness are conducted during Board
meetings, including addressing any issues raised. Regarding
succession planning and the establishment of a nomination andremuneration committee, Mr. Yoshida and I share the same
opinion. We believe that their functions are adequately fulfilled
within discussions by the Board of Directors.

Fukuda: Outside directors attend crucial executive meetings,
where their participation in discussions, as well as Q&A
sessions, allows us to gain insights into their abilities andperformance. Major corporations may have nominationcommittees in place, but the reality appears to be that there
are often limited interactions between outside directors andexecutive officers or department heads on the front line. At
HDSI, there are ample opportunities for active engagement,
and an environment is in place where outside directors canparticipate in the process of appointing new officers. It is
important to thoroughly explain to all stakeholders the desirable
form of governance tailored to our Company's size andcircumstances.

Reasons for explaining governance code
principles rather than simply complying withthem
Yoshida: We do not have an optional nomination andremuneration committee, but eight outside directors, including
corporate auditors, attend meetings of the execution side,
participating in the process of evaluating human resources aspotential successors. Outside directors also always participate
in discussions regarding compensation for executive officers.

FukudaHDS Group’s
Values and Aspirations

Materiality to Achieve
Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

Data and Company
Information

HDS REPORT 2023

■ Corporate Governance● Basic views● Reasons for selecting a company form with a Board of Corporate Auditors

The fundamental policy of Harmonic Drive Systems Inc. (hereinafter “the Company”) for corporate
governance is based upon ensuring sound and transparent corporate management and achieving
swift and effective decision-making, with the aim of meeting the expectations of our stakeholders,
achieving sustainable growth, and enhancing our corporate value over the long term. We do sothrough the implementation of our Management Philosophy, which consist of four pillars: Respect
for the Individual, A Meaningful Company, Coexistence and Co-prosperity, and Contribution toSociety.

The Company has a Board of Corporate Auditors system in place. The Company’s governancestructure is based fundamentally on an institutional system in which it has a Board of Corporate
Auditors in place, as stipulated in the Companies Act. Since the Company believes that its current
governance system is functioning effectively, it has determined that it is appropriate to continuously
enhance the corporate governance structure based on the current setup of the company with a
Board of Corporate Auditors. The Company’s Board of Corporate Auditors consists of a total offour auditors (of whom three are outside auditors), including two full-time auditors and two parttime auditors, with one of the two full-time auditors being an outside auditor. We have in placea system where auditors actively participate not only in Board of Directors meetings but also inother important meetings related to business execution, enabling regular auditing of operational
performance.

● Track record of corporate governance enhancement
1998

Outside corporate auditors appointed (2 auditors)

2001

Number of outside corporate auditors increased (from 2 to 3)

2003

Executive officer system adopted, outside directors appointed (2 directors),
Board of Directors Advisory Committee established

2004

Number of outside directors increased (from 2 to 3)

2005

Functions of Board Chairperson and President-cum-Representative Director separated

2006

Basic policy for internal control system formulated

2008

Basic policy for corporate governance formulated● Changes in ratio of independent outside directors to
Board membership
Number of internal directors
Number of independent outside directors
Ratio of independent outside directors (right scale)(persons)
15

(%)
60
50.0

44.4
10

37.5

3

2011

Internal Control and Auditing Office established

2013

Number of outside directors increased (from 3 to 4)

2019

Whistleblower system established2022

Executive retirement allowance system abolished, stock compensation systemwith transfer restrictions introduced

2023

Sustainability Committee established, Number of outside directors increased(from 4 to 5)

33.3

33.3

3

3

44.4

44.4
40

4

4

4

5

5

20
5

0

FY2017

6

6

5

5

5

5

FY2018FY2019FY2020

FY2021

FY2022

FY2023

052

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HDS Group’s
Values and Aspirations

HDS REPORT 2023

Corporate GovernanceMateriality to Achieve
Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

Data and Company
Information● Composition of the Board of Directors (As of July 1, 2023)

Attributes

Name

Current Position (Responsibility)

Time ofNo. of Shares
Appointment
Corporate
HeldManagement/
as Director(FY2022)

Outside Director
Independent Director
Outside Director
Independent Director
Outside Director
Independent Director
Outside Director
Independent Director
Outside Director
Independent Director

Expected Insight, Experience, Capability, Expertise, etc.

Attendanceat Board of
Directors
Meetings

Management
StrategyOverseas
Business

Sales/
Marketing

Manufacturing/
Production●

Mitsumasa Ito

Chairperson of the Board of
Directors

17/17

August 1979

671,995●●●

Akira Nagai

President, Representative Director

17/17

June 2013

47,938●●●

Akira Maruyama

Representative Director, Senior
Executive Officer (General Manager ofCorporate Planning and ICT Promotion)

17/17

June 2016

4,731

●

●

Kazutoshi Kamijoh

Director, Executive Officer (General
Manager of Finance Accounting and
Tax)

17/17

June 2020

9,588

●

●

Yoshihiro Tanioka

Director, Executive Officer (General
Manager of Development and Engineering
Division)

17/17

June 2021

4,542

●

●

●

Haruhiko Yoshida

Director

16/17

June 2003

20,422●●●Masanobu Nakamura

Director

17/17

June 2013

12,728●●●

Yoshio Fukuda

Director

17/17

June 2020

1,024

●

●

●

Kazuhiko Hayashi

Director

13/13

June 2022

17

●

●

Kaeko Kitamoto

Director

Newly appointed
thus notapplicable

July 2023

0●Technology/
R&D

Information and
Financial
Communication
Strategy/
Capital Policy/ Technology(ICT)
Accounting●●●

Sustainability

●

●
●

●
●

●

●
●

●
●
●

●

Note: Mr. Kazuhiko Hayashi was newly elected as Director in the Ordinary General Meeting of Shareholders for FY2021 held on June 22, 2022 and assumed office. Thus, the table shows the number of meetings of the Board of Directors
held after that date and the number of meetings attended.

HDS Group’s
Values and Aspirations● Reasons for selecting skill areas of
the Skills Matrix
Skill areas

Reason for selection

Corporate
management/
Management
strategy

A director needs management experience and track record at
various companies including a manufacturing company as well
as abundant knowledge to deliver technological innovation
for a better society under the Group’s mission of “contributing
to technological innovation in society through motion control
technology”, in addition to achieving a sustainable society andenhancing corporate value.

Overseas businessA director needs abundant knowledge and experience inoverseas business management and local culture, etc. topromote the growth strategy of the Group which operates
business overseas.

Sales/ Marketing

A director needs proven knowledge and abundant experiencein sales and marketing to identify essential needs of customers,
create attractive and satisfactory products, and provide
customer-oriented services.

Manufacturing/
Production

A director needs proven knowledge and abundant experiencein manufacturing and production which is essential to maintainand develop a production system to achieve added-value
manufacturing in total motion control, the domain of theCompany, and high customer satisfaction.

Technology/ R&D

A director needs experience in R&D for speed reducers andmechatronics products, in addition to expertise and experiencein the industry, to ensure high product quality as a leading
company of precision speed reducers, and develop highadded-value products for customers.

Financial strategy/
Capital policy/
Accounting

A director needs proven knowledge and abundant experiencein finance and accounting to build a solid financial base,promote growth investment and financial strategy to sustainably
enhance corporate value and return profits to shareholders.

Information andCommunication
Technology (ICT)A director needs proven knowledge and experience ininformation and communication technology to develop
information infrastructure including cyber security measuresand to promote ICT across the Company utilizing advanced
information technologies.

Sustainability

A director needs proven knowledge and experience insustainability promotion including the introduction of renewableenergy sources to reduce greenhouse gas emissions and humancapital such as the promotion of diversity, equity, and inclusion
to promote the reduction of global environmental impacts, thedevelopment of a rewarding work environment, etc. based on
the Basic Policy of Sustainability and material issues (materiality),
which were established to realize a sustainable society andenhance corporate value.

Materiality to Achieve
Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

Data and Company
Information

HDS REPORT 2023

Corporate Governance● Reason for nomination as candidate for Outside Director and expected role
Name

Reason for appointment

Haruhiko
YoshidaMr. Haruhiko Yoshida has served in prominent positions at Mitsui & Co., Ltd., and possesses abundant experience and superior
insight in regard to corporate management, in addition to extensive international experience. Thus far, he has utilized this ability andexperience to appropriately advise and supervise the management of the Company in general, and can be expected to continue
to do so.

Masanobu
Nakamura

Mr. Masanobu Nakamura has served in prominent positions in major banks and securities companies, and possesses abundant
experience and superior insight in regard to corporate management, in addition to extensive international experience. Thus far, he
has utilized this ability and experience to appropriately advise and supervise the management of the Company in general, and canbe expected to continue to do so.

YoshioFukudaMr. Yoshio Fukuda has served in prominent positions at Teijin Limited and Teijin Group and possesses abundant experience andsuperior insight in regard to corporate management, in addition to extensive international experience. In addition, he has a highlevel of knowledge of strategic planning, establishment of joint ventures, M&As, etc. Based on the above, the Company has judgedthat he has been appropriately advising and supervising the overall management of the Group, which is expanding its businessinternationally, from an independent standpoint, and can be expected to continue to do so.

Kazuhiko
Hayashi

Mr. Kazuhiko Hayashi has engaged in the development and engineering of power train and electric drive control system, etc.
at the Toyota Group, and demonstrated leadership as manager. He has served in prominent positions at the Sumitomo ElectricIndustries Group, and possesses abundant experience and superior insight in regard to corporate management. In addition, he has
top-class expertise on the development and engineering of such products, and served as a visiting professor at a graduate school
which was established to invent new technology based on advanced technology and creating new business, where he lectured onenergy and control-related fields in the automotive industry. Based on this experience and capability, the Company judges that hecan advise and supervise the management of the Company in general, and can be expected to continue to do so.

Kaeko
Kitamoto

Ms. Kaeko Kitamoto has abundant experience and superior insight into financial accounting, having been involved in accounting
audits of various listed companies as a certified public accountant at a major audit corporation and is currently serving as aPartner and Executive Board Member of the same corporation. In addition, since 2018, she has served as a member of theElectricity and Gas Market Surveillance Commission, Ministry of Economy, Trade and Industry, and has knowledge of introducing
renewable energy sources to reduce CO2 emissions. Based on this experience and capability, the Company judges that she canappropriately advise and supervise the management of the Company in general and its sustainability initiatives, including climatechange and diversity, equity, and inclusion.

● Main agenda items of Board of Directors meetings in FY2022
Reports and deliberations on progress of Medium-term Management Plan/single-year plan, and status of business execution
Deliberations on annual management plan and budget, R&D investment, etc.
● Reports and deliberations on internal audit, whistleblower system, effectiveness of business activities, and operational status of otherinternal control systems● Business execution framework and revamp of organizational mechanisms● Evaluation of Board of Directors’ effectiveness (analysis based on questionnaire survey conducted among all directors and corporate
auditors)● Abolition of executive retirement allowance system, introduction of stock compensation system with transfer restrictions, acquisition oftreasury shares, financing● Sustainability promotion framework and sustainable procurement policy

●
●

54

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HDS Group’s
Values and Aspirations

HDS REPORT 2023

Corporate GovernanceMateriality to Achieve
Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management● Corporate Governance System● Roles and Compositions of Supervisory Institutions

General Meeting of Shareholders
Election/
Dismissal

Election/
Dismissal

Collaboration

Board ofCorporate
Auditors

Institutions

Board of Directors

Board of Corporate Auditors

Election/
Dismissal

Board ofDirectors
Audit

Full-time Corporate
Auditors
Outside Corporate
Auditors

Representative Directors
Directors
Outside Directors

Reporting

AdviceBoard ofDirectors
Advisory
Committee

Composition
Internal

Supervision

Audit

AdviceExecutive
Officer Meeting

Internal
Control
Audit Office

Executive Officers

Internal Audit

Execution

Attorney

Accounting Auditor

Collaboration

Data and Company
Information

Business Operations

Outside5

Internal

1+

Outside3

Chair: Chairperson of the Board of
Directors

Chair: Full-time Outside Corporate
Auditor

Authority

・Resolutions on basic management
policies, etc.
・Supervision of the execution of duties
by Executive Officers

・Audit of the execution of duties byDirectors
・Preparation of audit reports
・Determination of the content ofproposals concerning the selection
and dismissal of Accounting
Auditors, etc.

Percentage of
Independent
Directors

50%

50%

Number ofmeetings held
in FY2022

17

18

Purpose/Secretariat
Audit

5+

Corporate Planning& Investor Relations

Corporate Auditors’ OfficeHDS Group’s Values
and Aspirations

Materiality to
Achieve Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

Data and Company
Information

HDS REPORT 2023

Corporate Governance● Status of activities of Board of Corporate Auditors

Cooperation with internal audit section

HDSI is a company with a Board of Corporate Auditors, and the Company’s audit for the consolidated
2022 fiscal year was conducted by a total of four members of the Board of Corporate Auditors (including
three outside auditors), consisting of two full-time auditors and two part-time auditors.
● After the Annual General Meeting of Shareholders, the Board of Corporate Auditors determines
audit policies, plans, and work assignments, and each Board member audits the execution of duties
by directors, executive officers and others in accordance with the “Board of Corporate Auditors
Regulations,” “Board of Corporate Auditors Auditing Standards” and “Implementation Standards forInternal Control System.”● The Board of Corporate Auditors audits the execution of duties by directors through attendance atimportant meetings, including Board of Directors meetings, Executive Officer Meeting, Business Process
Innovation Meeting, Development Promotion Meeting, Affiliated Company Meeting, and the President's
Audit. Further, the Board of Corporate Auditors meets with representative directors, shares information
with outside directors, exchanges opinions with executive directors, executive officers, division heads,
office managers, divisional sales managers, and the presidents of domestic and overseas subsidiaries,
and inspects important documents, including authorization requests and credit application forms. The
Board of Corporate Auditors also plans and holds Group corporate auditor liaison meetings with auditorsfrom affiliated companies to share information among Group companies and take the lead in improving
knowledge related to auditing duties.

Internal audits are conducted throughout the year by the Internal Control and Audit Office, which is led
by one office manager and three auditors, based on a pre-planned audit schedule for the Company andfor both domestic and overseas subsidiaries. Furthermore, the Corporate Planning & Investor Relations
Office of the Corporate Planning Division serves as the secretariat for internal audits. Through the biannual“President’s Audit,” where the President directly reviews the performance of department heads, we have asystem in place to monitor the progress of management plans and the status of risk management.
The matters identified through internal audits are reported to the President as audit results andare also reported to the Board of Corporate Auditors, establishing a dual reporting line system.
They are also reported to the Board of Directors. During the audit process, the head of the Internal
Control & Audit Office conducts regular meetings with corporate and accounting auditors. Thus,
the office, Board of Corporate Auditors and accounting auditors share information and collaborateclosely with each other.

●

The status of Board of Corporate Auditors meetings is as follows.
The Board of Corporate Auditors holds regular meetings on the same day in principle as the Boardof Directors’ meetings and convenes extraordinary meetings as necessary. The Board of Corporate
Auditors held a total of 18 meetings in FY2022.
Name

Full-time /Part-time

Internal / Outside

Number ofmeetings held

Number ofmeetings attended

Attendance rate

Yoshitsugu Yokogoshi
Hidefumi Iguchi
Shigeto Ohashi
Eisaku Imazato

Full-time
Full-timePart-timePart-time

OutsideInternal
OutsideOutside

18
13
18
18

18
13
18
17

100％
100％
100％
94％

Note: Mr. Hidefumi Iguchi was newly elected as Auditor at the Ordinary General Meeting of Shareholders heldon June 22, 2022, and subsequently assumed office. Thus, the table shows the number of meetings of theBoard of Corporate Auditors held after that date and the number of meetings attended

Priority audit items (FY2022)
Monitoring of implementation status of execution and progress of second year of current Medium-termManagement Plan
● Establishment and further enhancement of communication with important subsidiaries under overseas trilateralframework● Monitoring of common issues among Group companies such as establishment, improvement and operation ofinternal control systems, response to internal control deficiencies, establishment of a preventive framework, etc.
● Monitoring of initiatives related to Group risk management●● Policy for determining executive compensation and its calculation method
Compensation for directors consists of a basic salary in cash, which is fixed, equity-based
compensation in the form of shares with transfer restrictions, and variable remuneration suchas bonuses linked to the annual performance. Such executive compensation takes into accountdirectors’ responsibilities for enhancing the medium to long-term corporate value of the HDS Groupand for improving its performance in each business year. For outside directors, we do not provide
equity-based compensation. Instead, we pay a basic salary and bonuses in cash.

Breakdown of directors compensation

Executive director
Fixed remuneration(cash compensation + stock with transfer restrictions)＋ Performance-linked bonuses(cash compensation)

Outside director
Fixed remuneration(cash compensation)＋ Performance-linked bonuses(cash compensation)

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HDS REPORT 2023

Corporate Governance

HDS Group’s Values
and Aspirations

Materiality to
Achieve Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

Data and Company
Information

Indicators determining performance-linked compensation

Compensation for corporate auditors

The directors’ performance-linked compensation is determined by a comprehensive considerationof the earnings performance of each business year (based on a standard of 4% of nonconsolidated
net profit in principle) and the achievement status of the relevant year’s management plan, in orderto enhance the awareness of performance improvement on an annual basis. After this processof determination, the proposed compensation is subject to approval through a resolution by the
Board of Directors before being finalized at a shareholders' general meeting. The reason for using
nonconsolidated net profit as a metric for determining executive bonuses is based on the belief that
it is desirable to align executive bonuses with earnings performance. The level of executive bonuses
takes into account the clarity of the metric as an indicator and its high correlation with earnings per
share, among other factors.

Compensation for corporate auditors consists solely of fixed basic remuneration in cash.

Proportion by type of compensation
Remuneration for directors consists of fixed compensation (basic salary in cash and equity-based
compensation in the form of shares with transfer restrictions) and variable compensation (performancelinked bonuses). Since nonconsolidated net profit, which serves as the funding source for bonuses, varies
depending on business performance, the proportion of each type of compensation is not determined inadvance, but retrospectively, based on the amount of bonus determined by the performance linked key
indicators for each business year.

Method for determining compensation amount for individual directors
Decision-making authority on compensation for individual directors (excluding outside directors)
is delegated to the President, Representative Director, taking into account factors such as if a
director has the authority to represent the company, position, responsibilities, and contribution. In
determining the compensation amount, however, the President, Representative Director consultswith other representative directors and two outside directors selected by the Board of Directors
regarding a draft remuneration amount prepared in advance for each director, and decides after
considering recommendations from these officers. Regarding the responsibilities, execution of duties,
and contribution of directors (excluding outside directors), decision-making authority based on acomprehensive perspective is delegated to the President, Representative Director, after undergoing
the aforementioned consultation and recommendation process since the President, Representative
Director, has the most comprehensive understanding of these matters.
Compensation for individual outside directors is determined after consideration and evaluation offactors such as the responsibilities of each outside director, the status of Board meeting attendance,
and the contents of statements and proposals at various meetings. Decision-making authority oncompensation is delegated to the President, Representative Director, who is supposed to determine
it after consulting with each outside director.

Breakdown of executive compensation (FY2022 results)
Total amount of compensation, etc. by type (in thousands of yen)

Officer category

Total amount ofcompensation, etc.
(thousands of yen)

Basic compensation

Performance-linked
compensation

Non-monetarycompensation, etc.

Provision for retirement
benefits

Directors

415,528

124,794

230,000

52,2108,523

5

Corporate auditors

21,601

21,601―――

1

Outside officers 132,200

111,600

20,000―600

9(Except outside directors)(Except outside corporate auditors)

Number of target
officers (persons)Note: Regarding performance-linked compensation for directors, the amount for FY2022 has been determined by comprehensively considering the FY2022 business performance (based on a standard of
4% of nonconsolidated net profit in principle) and the achievement status of the fiscal year’s management plan. Listed here is the amount approved at the FY2022 General Meeting of Shareholders.
Nonconsolidated net profit for FY2022 amounted to 6,880 million yen, and this amount multiplied by 4% serves as the basis for the proposed performance-linked compensation for directors.

● Compliance
In April 2004, the Company established the “Harmonic Drive Systems Inc. Charter of Corporate
Behavior” and has been promoting activities rooted in a high standard of corporate ethics, as well
as working to maintain and improve our internal control systems and risk management framework.

Initiatives for compliance with laws/regulations and thorough observance ofcorporate ethics●●“Code of Conduct ” established, using the Charter as specific guidance
Maintaining and improving an efficient and effective internal control system carried out
continuously, based on the fundamental framework defined in “Internal Control Manual”

Risk management framework
As for our risk management framework, we disseminate the “Crisis Management--Code of Conduct
in the Event of Crisis,” which specifies protocols for action in the event of a risk materializing and acrisis occurring. Additionally, we have developed a system for managing risks based on the “Crisisand Risk Management Regulations,” aiming to handle management risks and crisis responses ina safe and responsible manner. Furthermore, based on the Rules for Management of AffiliatedCompanies, we have established an appropriate management framework for our subsidiaries and,by holding quarterly Affiliated Company Meeting, we continuously monitor the status of businessexecution and risks of our subsidiaries.

HDS Group’s Values
and Aspirations

Materiality to
Achieve Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

Data and Company
Information

HDS REPORT 2023

■ Stakeholder Engagement
The HDS Group aims to enhance corporate value as well as enriching the lives of people worldwide and bringing a sustainable society into reality by contributing to technological innovation in society throughmotion control technology. To achieve this, we are endeavoring to build trusting relationships with all stakeholders, including employees, shareholders/investors, customers, suppliers, local communities,
and future generations, through continuous dialogue and co-creation with them.
Stakeholders
Employees

Shareholders/investors

Customers

Suppliers

Basic Policy

Key concerns of stakeholders

We aim to be a company where the rights of each and every
employee are respected, and where individuals can pursue ameaningful and fulfilling cultural life. For that purpose, we strive
to be a company that rewards capabilities and performanceby supporting the autonomous activities of each individual andcreating an environment where individuals can fully utilize theirabilities through work.

●

We discloses information in accordance with the Financial
Instruments and Exchange Act and the “Rules on Timely
Disclosure of Corporate Information by Issuers of Listed
Securities” established by the Tokyo Stock Exchange.
Furthermore, it is our policy to proactively and fairly
disclose various corporate information considered usefulfor understanding the Company, including mechanisms ofcorporate value creation and efforts for enhancing corporate
value.
As the foundation of its management, The HDS Groupprioritizes “ceaseless research and development activities”
and “a constant emphasis on quality,” aiming to create
attractive products that satisfy our customers and provide
services from the perspective of our customers.
We established a Sustainable Procurement Policy in
September 2022. We aim for mutual prosperity with all
suppliers, who are valued partners, taking into accountsuch matters as fair and equitable transactions, compliancewith laws and social norms, respect for human rights andconsideration for labor conditions, and consideration for the
global environment throughout the entire supply chain.
Toward achieving “Coexistence and Co-prosperity and

Local communities “Contribution to Society,” as stated in our Management

Philosophy, we aim to contribute directly and indirectly tosociety and industry broadly through our business activities
as a good member of society, striving to be a company thathelps improve the environment and quality of life in our local
communities.

Future generations We teach the mechanisms of our products, how they areused in robotics, the joy of manufacturing, value creation, andsocial contribution to younger generations who shoulder the
future, ranging from elementary school to university students,
through various events and lessons given at school as anoutreach program.

Main dialogue channels

Respect for fundamental human rights in labor
Safe production site environment● Opportunities for growth and self-realization● Environmental protection of the earth, respect
for culture and customs of society● Ensuring diversity and choice in work style

Job rotation
Self-declaration system for career paths, etc.
● Regular personnel appraisals and meetings with superiors● Varied skill development training● Whistleblower system●

Initiatives for enhancing corporate value(strengthening shareholder returns)● Capital policy taking account of capitalefficiency● Earning shareholder returns that exceed capitalcost● Enhancing sustainability-related efforts anddisclosure● Enhancing effectiveness of governance●●Stable supply of high-quality products
Meeting delivery deadlines● Maintaining and improving product quality● Provision of environmentally-friendly products● Responsible supply chain

●

●

●

●

Fair, equitable and transparent terms of trading
Continuous and stable transactions● Procurement activities friendly to society andthe global environment● Co-creation of sustainability

●

●

●

●

Prosperity of local communities
Coexistence and Co-prosperity with local
communities● Job creation in local communities and theirdevelopment

●

●

●

●

Joy and importance of manufacturing
Role of mechanical design● Mechanisms of robots and how they are used
● Value created by our products

●

●

●

●

●
●

Financial results briefing attended
by president-cum-representative director (twice a year)● Small meetings for overseas institutional investors(FY2022: 14 meetings attended by 291 persons,
FY2021: 11 meetings attended by 168 persons)● Individual meetings with domestic and overseas
institutional investors(Overseas: FY2022: 79 investors, FY2021: 67 investors)(Domestic: FY2022: 146 investors, FY2021: 154 investors)● Company briefing sessions for individual investors (twice or more per year)
Provision of products and services that satisfy customers
Continuous communication with customers● Establishment of Product Service (PS) Group toaccommodate various specification requirements● Global technology exchanges among industry, government andacademia through international symposiums
Daily procurement activities
Audits of product quality● On-site audits of CSR and responses to SAQ(self-assessment questionnaire)● Environmental impact assessments of potentiallyhazardous substances and submission of documents
on green procurement standards
Harmonic Concerts
Harmonic Lectures● Cleanup activities in local communities● Support for Shinshu Azumino Half-Marathon● Donations and support activities
Painting competition for elementary schoolchildren
Lectures on science● Lessons given at school as outreach program

SDGs

58

59

HDS REPORT 2023

HDS Group’s
Values and Aspirations

Materiality to Achieve
Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

Data and Company
Information■ Directors and Executives (As of July 1, 2023)
Directors

Mitsumasa Ito

Akira Nagai

Akira Maruyama

Date of birth: January 2, 1939

Date of birth: March 26, 1948

Date of birth: January 8, 1962

May 1976
Representative Director, Harmonic Drive System GmbH
August 1979 Director, Harmonic Drive Systems Inc. (the "Company")
June 1991
Managing Director and General Manager of Corporate Planning Office, the Company
April 1992
Managing Director and General Manager of General Affairs Division, the Company
July 1994
President and Representative Director, the Company
June 2003
Chairperson and Representative Director, the Company
June 2005
Chairperson and Representative Director and Chief Executive Officer, the Company
June 2007
Chairperson and Representative Director and Executive Chairperson and Chief Executive Officer, the Company
April 2009
President, Research Institute for Oceanchemistry Foundation
June 2010
Chairperson and Representative Director and Executive Chairperson and CEO, the Company
June 2011
Chairperson and Representative Director, the Company
April 2012
Councilor, Research Institute for Oceanchemistry Foundation (General)
July 2016
Chairperson, Harmonic Ito Foundation (General)
September 2016 Councilor, Research Institute for Oceanchemistry Foundation (Public Interest)
March 2017
Deputy Chairperson of the Supervisory Board, Harmonic Drive AG
March 2018
Chairperson, Harmonic Ito Foundation (Public Interest) (incumbent)
June 2019
Director, KODEN Holdings Co., Ltd.
January 2020 Member of Supervisory Board, Harmonic Drive SE (incumbent)
June 2021
Chairperson and Representative Director, KODEN Holdings Co., Ltd.
June 2022
Chairperson and Director, the Company (incumbent)
June 2022
Chairperson and Director, KODEN Holdings Co., Ltd. (incumbent)

Joined Mitsui & Co., Ltd.
Joined Harmonic Drive Systems Inc. (the "Company")
General Manager of Overseas Division, the Company
Chairperson and Director, HD Systems, Inc.
Executive Officer (Marketing and Sales), General Manager of Overseas Division, General Manager of Corporate
Planning and IT Office, the Company
December 2005 President and CEO, HD Systems, Inc. (incumbent)
June 2007
Managing Executive Officer (Corporate Planning and IT), the Company
April 2009Managing Executive Officer (Corporate Planning and Finance), the Company
January 2011 Corporate Auditor, Harmonic Drive Systems (Shanghai) Co., Ltd.
June 2013
President and Representative Director, Executive President, the Company
May 2015
Director, Harmonic AD, Inc. (incumbent)
June 2016
President and Representative Director, Chief Executive Officer, In Charge of Marketing and Sales, the Company
December 2016 Manager, GK HD Management (incumbent)
March 2017 Chairperson of the Supervisory Board, Harmonic Drive AG
June 2017
President and Representative Director, Chief Executive Officer, In Charge of Marketing and Sales and Quality, t
he Company
June 2019
President and Representative Director, Chief Executive Officer, In Charge of Quality, the Company
January 2020 Deputy Chairperson of the Supervisory Board, Harmonic Drive SE (incumbent)
June 2020
President and Representative Director, Chief Executive Officer, the Company (incumbent)
April 1972
April 2002
April 2002
June 2002
June 2003

Joined Harmonic Drive Systems Inc. (the "Company")
General Manager of Marketing and Sales Division, the Company
General Manager of Marketing and Sales Division and General Manager of Sales Planning Department,
the Company
September 2009 General Manager of Engineering Department, Precision Equipment Division, the Company
September 2012 General Manager of Engineering Division, the Company
June 2014
Executive Officer (Engineering), the Company
May 2015
Director, HD Logistics, Inc.
June 2016
Director and Executive Officer (Development Engineering), the Company
June 2018
Director and Executive Officer (Corporate Planning and IT), the Company
June 2019
Corporate Auditor, Winbel Co., Ltd. (currently Harmonic Winbel Inc.)
June 2019
Director and Executive Officer, General Manager of Corporate Planning Division, the Company
June 2021
Director and Executive Officer, General Manager of Corporate Planning Division and General Manager of
ICT Promotion Office, the Company
June 2022
Representative Director and Senior Managing Executive Officer, General Manager of Corporate Planning
Division and ICT Promotion Office, the Company (incumbent)
May 2023
Director, Harmonic Winbel Inc. (incumbent)
April 1985
April 2007
April 2009

Kazutoshi Kamijoh
Date of birth: June 9, 1968
April 1992 Joined Harmonic Drive Systems Inc. (the "Company")
July 2003 Corporate Planning Manager of Corporate Planning and IT Office, and Administrative Manager, the Company
July 2007 General Manager of Corporate Planning Department, Corporate Planning and IT Office, and General Manager of
Administration Department, the Company
May 2012 Corporate Auditor, Ome Iron Casting Co., Ltd.
May 2013 Corporate Auditor, Harmonic Drive Systems (Shanghai) Co., Ltd.
July 2014 Executive Officer, In Charge of Corporate Planning and Finance, the Company
June 2016 Executive Officer, In Charge of Corporate Planning, Finance and Accounting, the Company
March 2017 Manager, GK HD Management (incumbent)
June 2019 Executive Officer, General Manager of Finance Accounting, Finance and Tax Division, the Company
June 2020 Director and Executive Officer, General Manager of Finance Accounting, Finance and Tax Division, the Company
July 2021 Member of the Supervisory Board, Harmonic Drive SE (incumbent)
June 2022 Director and Executive Officer (Finance Accounting, Finance, Tax, Human Resources and Administration),
General Manager of Finance Accounting, Finance and Tax Division, the Company
June 2023 Director and Executive Officer, General Manager of Finance Accounting, Finance and Tax Division, the Company(incumbent)

Corporate Auditors

Kazuhiko Hayashi

Kaeko Kitamoto

Yoshitsugu Yokogoshi

Date of birth: April 25, 1954

Date of birth: April 15, 1965

Date of birth: November 16, 1953

April 1978 Joined Toyota Motor Co., Ltd. (currently Toyota Motor Corporation)
January 2001 Project General Manager of Leading-edge Vehicle Development Planning Office, Toyota Motor Corporation
January 2004 General Manager of Electronics Engineering Div. II, Toyota Motor Corporation
January 2005 General Manager of Electronics Engineering Div. I, Toyota Motor Corporation
April 2007 General Manager of BR Control Software Development Office, Toyota Motor Corporation
January 2010 Managing Executive Officer, Sumitomo Wiring Systems, Ltd.
January 2012 Executive Officer of Sumitomo Electric Industries, Ltd., Managing Executive Officer of Sumitomo Wiring Systems,
Ltd., and Director of AutoNetworks Technologies, Ltd.
June 2015 Senior Managing Executive Officer of Sumitomo Wiring Systems, Ltd., Executive Officer of Sumitomo ElectricIndustries, Ltd., and Director of AutoNetworks Technologies, Ltd.
July 2019
Visiting Professor, Nagasaki Institute of Applied Science
June 2022 Outside Director, Harmonic Drive Systems Inc. (the "Company") (incumbent)

April 1988
Joined Sapporo Breweries Limited
October 1993 Joined Ota Showa Audit Corporation (currently Ernst &Young ShinNihon LLC)
July 2009
Partner, Ernst &Young ShinNihon LLC
September 2018 Member of Electricity and Gas Market Surveillance Commission, Ministry of Economy, Trade and Industry(incumbent)
July 2019
Executive Board Member, Ernst &Young ShinNihon LLC
July 2023
Outside Director, Harmonic Drive Systems Inc. (the "Company") (incumbent)

Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Yoyogi Branch Manager, The Sanwa Bank, Ltd.
Executive Officer, General Manager, Public Relations Department, UFJ Bank Ltd. (currently MUFG Bank, Ltd.)Managing Executive Officer and Deputy Chief Executive, Retail Banking Business Unit, The Bank of TokyoMitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.)
January 2009 Executive Vice President, Mitsubishi UFJ Asset Management Co., Ltd. (currently Mitsubishi UFJ AssetManagement Co., Ltd.)
June 2014 President, The Midori Kai Co., Ltd.
June 2017 Full-time Audit & Supervisory Board Member, Cosmo Oil Co., Ltd.
June 2020, Full-time Outside Corporate Auditor, Harmonic Drive Systems Inc. (the "Company") (incumbent)
April 1977
April 1995
May 2005
May 2007

Hidefumi Iguchi
Date of birth: April 5, 1959
April 1983 Joined Harmonic Drive Systems Inc. (the "Company")
May 1999 General Manager of Quality Assurance Promotion Office, the Company
April 2009 General Manager of Operational Process Innovation Department, the Company
June 2011 General Manager of Internal Control and Audit Office, the Company
May 2013 Corporate Auditor, Harmonic Precision Inc.
July 2014 Executive Officer (Corporate Governance), General Manager of the Internal Control and Audit Office, the Company
June 2020 Executive Officer (Administration and Human Resource), General Manager of Administration and Human Resourceand Manager of Environment
April 2022 Executive Officer, General Manager of Administration and Human Resource Division, Manager of Environment andGeneral Manager of Well-Being Center, the Company
June 2022 Full-time Corporate Auditor, the Company (incumbent)

HDS Group’s
Values and Aspirations

Materiality to Achieve
Aspirations

Sustainability
Supporting Action
Strategies

Sustainability
Management

Yoshihiro Tanioka

Haruhiko Yoshida

Masanobu Nakamura

Date of birth: September 21, 1958

Date of birth: September 2, 1943

Date of birth: August 23, 1946

April 1982
Joined Harmonic Drive Systems Inc. (the "Company")
May 2003
Manager of No.1 Development Department, Mechatronics Division, the Company
March 2006 General Manager of Engineering Department, Mechatronics Division, the Company
May 2007
Director, Winbel Co., Ltd. (currently Harmonic Winbel Inc.)
July 2007
General Manager of Mechatronics Division, the Company
October 2009 General Manager of Development Division, the Company
June 2010
Executive Officer and General Manager of Development Division, the Company
September 2011 Executive Officer (Engineering), the Company
September 2012 Executive Officer and General Manager of Overseas Business Division, the Company
April 2015
Executive Officer and General Manager of Sales Strategy Division, the Company
May 2015
Representative Director and President, Harmonic AD, Inc.
May 2015
Director of SAMICK ADM Co., Ltd. (incumbent)
May 2017
Executive Officer in Charge of Harmonic Planetary Development, the Company
May 2018
Director, Harmonic AD, Inc. (incumbent)
June 2018
Executive Officer (Development Engineering), the Company
June 2019
Executive Officer, General Manager of Development and Engineering Division, the Company
June 2021
Director and Executive Officer, General Manager of Development and Engineering Division, the Company(incumbent)

April 1966
Joined Mitsui & Co., Ltd.
February 1996 Senior Executive Vice President, Mitsui & Co. (U.S.A.), Inc.
April 1998
General Manager of Communications, Transportation & Industrial Project Unit, Mitsui & Co., Ltd.
June 1998
Director and General Manager of Communications, Transportation & Industrial Project Unit, Mitsui & Co., Ltd.
June 2001
Representative Director, Executive Managing Director, and General Manager of Communications, Transportation& Industrial Project Unit, Mitsui & Co., Ltd.
April 2002 Executive Managing Officer and General Manager of Communications, Transportation & Industrial Project Unit,
Mitsui & Co., Ltd.
July 2002
Executive Managing Officer and Assistant to President of Machinery and Information Group, Mitsui & Co., Ltd.
June 2003
Outside Director, Nagano Keiki Co., Ltd.
June 2003
Outside Director, Harmonic Drive Systems Inc. (the "Company") (incumbent)
June 2006
Corporate Auditor, Hakudo Co., Ltd.
June 2007
Outside Director, Hakudo Co., Ltd.

Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Executive Officer and Nihonbashi Branch Manager, The Sanwa Bank, Ltd.
Executive Officer and New York Branch Manager, The Sanwa Bank, Ltd.
Managing Executive Officer and New York Branch Manager, UFJ Bank Limited (currently MUFG Bank, Ltd.)
Executive Operating Officer, Corporate Banking Company Director, UFJ Bank Limited
Representative Director, Executive Operating Officer (Strategic Support Group), Company Director, UFJ Bank
LimitedJune 2005
Special Advisor, Sanshin Co., Ltd.
October 2005 President and Representative Director, BNP Paribas (Japan)
November 2005 Director, Tokyo Branch, BNP Paribas Securities (Japan) Limited
June 2007
Board of Directors Advisory Committee, Harmonic Drive Systems Inc. (the "Company")
May 2011
Chairperson, BNP Paribas Securities (Japan) Limited
September 2011 Special Advisor, BNP Paribas Securities (Japan) Limited
June 2013
Outside Director, the Company (incumbent)
May 1970
June 1999
April 2001
January 2002
May 2002
May 2004

Data and Company
Information

HDS REPORT 2023
Directors and Executives

Yoshio Fukuda
Date of birth: March 1, 1953
April 1976 Joined Teijin Limited
July 2006 Corporate Officer, Teijin Group
Member of the Board and General Manager of Raw Materials & Polymers Division, Teijin Fibers Ltd.
May 2007 President, P.T. Teijin Indonesia Fiber Corporation Tbk
June 2010 Corporate Officer and Member of the Board, General Manager of Corporate Planning Division, Teijin Limited
June 2012 Executive Officer and Member of the Board, General Manager of Electronics Materials and Performance Polymer
Products Business Group, and General Manager of Resin and Plastic Processing Business Unit, Teijin Limited
President, Teijin Chemicals Ltd.
Chairperson, Global Policy Board, Teijin DuPont Films Global Joint Venture
June 2013 Senior Executive Officer and Member of the Board, General Manager of Electronics Materials and Performance
Polymer Products Business Group, Teijin Limited
Chairperson, Global Policy Board, Teijin DuPont Films Global Joint Venture
April 2015 Advisor, Member of the Board, Teijin Limited
June 2015 Advisor, Teijin Limited
June 2016 Outside Director, Toyo Construction Co., Ltd.
June 2017 Outside Corporate Auditor, Harmonic Drive Systems Inc. (the "Company")
June 2017 Auditor, Japan Indonesia Association, Inc. (incumbent)
June 2020 Director, Harmonic AD, Inc.
June 2020 Outside Director, the Company (incumbent)
March 2021 Auditor, Japan-Sri Lanka Association (incumbent)

Executive Officers
Chief Executive Ofﬁcer

Akira Nagai

Senior Executive Ofﬁcer (General Manager of Corporate Planning and ICT Promotion)

Akira Maruyama

Managing Executive Ofﬁcer (General Manager of Supply Chain)

Minoru Asano
Tetsuo Ikuta

Shigeto Ohashi

Eisaku Imazato

Executive Ofﬁcer (In Charge of Public Relations)

Date of birth: May 8, 1956

Date of birth: March 2, 1956

Executive Fellow Ofﬁcer (Chief Technical Ofﬁcer) (In Charge of Engineering and Quality)

Yoshihide Kiyosawa

Executive Ofﬁcer (General Manager of Development and Engineering)

Yoshihiro Tanioka

Executive Ofﬁcer (General Manager of Finance Accounting, Finance, and Tax Division)

Kazutoshi Kamijoh

Executive Ofﬁcer (General Manager of Sales Administrative Division and Overseas Sales)

Michiya Yashiro

Executive Ofﬁcer (In Charge of Marketing and Sales) (General Manager of Domestic Sales)

Naomi Shirasawa

Executive Ofﬁcer (In Charge of Corporate Planning and Investor Relations)

Makiko Ono

Executive Ofﬁcer (In Charge of Production, Production Planning) (General Manager of First Production Division)

Tsuyoshi Awaduhara

Executive Ofﬁcer (General Manager of Production Technology)

Hiroki Hanaoka

Executive Ofﬁcer (In Charge of Administration, Human Resource and Environmental Management Representative)

Osamu Asakura

Executive Ofﬁcer (In Charge of Harmonic Drive Laboratory)

Shizuka Yata

April 1980 Joined Tokyo Aircraft Instrument Co., Ltd.
April 2000 General Manager, Human Resources Department, Administration Division, Tokyo Aircraft Instrument Co., Ltd.
June 2008 Executive Officer, Deputy General Manager, Administration Division, and General Manager, Human Resources
Department, Administration Division, Tokyo Aircraft Instrument Co., Ltd.
June 2009 Director, Tokyo Aircraft Instrument Co., Ltd.
April 2016 President, Tokyo Aircraft Instrument Co., Ltd.
May 2017 President, TKK Works Co., Ltd.
June 2020 Outside Corporate Auditor, Harmonic Drive Systems Inc. (the "Company") (incumbent)
June 2020 Chairperson, Tokyo Aircraft Instrument Co., Ltd
June 2021 Director, Tokyo Aircraft Instrument Co., Ltd.
June 2023 Managing Director, Tokyo Aircraft Instrument Co., Ltd.
July 2023 Director, Tokyo Aircraft Instrument Co., Ltd. (incumbent)

April 1979
Joined The Nikko Securities Co., Ltd. (currently SMBC Nikko Securities Inc.)
March 2002 General Manager, Corporate Clients Department II, Nikko Cordial Securities Inc.
March 2003 Executive Officer, General Manager, Tokyo Corporate Clients Department II, Nikko Cordial Securities Inc.
December 2004 Director in charge of sales planning and corporate clients, Nikko Cordial Securities Inc.
February 2005 Executive Managing Director in charge of planning and wholesale business promotion, Nikko Cordial Securities Inc.
February 2007 Senior Managing Director in charge of Wholesale Sales Division I, Nikko Cordial Securities Inc.
August 2008 Senior Executive Officer, Head of Institutional Client Coverage Division, Nikko Citigroup Limited
February 2009 Managing Executive Officer, Co-Head of Corporate & Institutional Business Unit, Mitsubishi UFJ Securities Co., Ltd.
May 2010
Managing Executive Officer, Head of Corporate & Institutional Business Unit, Head of Corporate Clients Group, and
Co-Manager of Regional Executives, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Managing Executive Officer, Mitsubishi UFJ Securities Holdings Co., Ltd.
Executive Officer, Mitsubishi UFJ Financial Group, Inc.
June 2012
Principal Executive Officer, Head of Corporate & Institutional Business Unit, Mitsubishi UFJ Morgan Stanley Securities
Co., Ltd.
June 2016
Outside Director, Chairperson of the Board of Directors, Marusan Securities Co., Ltd.
March 2020 Outside Director, Marusan Securities Co., Ltd. (incumbent)
June 2020
Outside Corporate Auditor, Harmonic Drive Systems Inc. (the "Company") (incumbent)60