[NOTICE: This Notice of Convocation is a translation of the Japanese original for reference purposes
only, and in the event of any discrepancy, the Japanese original shall prevail.](Securities code: 6856)
2 Miyanohigashi-cho, Kisshoin, Minami-ku, Kyoto-shi
HORIBA, Ltd.
Masayuki Adachi, President & COO
Issuing Date: March 1, 2024
Starting Date of Measures for Provision of Information Electronically: February 28, 2024
Notice of the 86th Ordinary General Meeting of Shareholders
Dear Shareholders,
HORIBA, Ltd. (the “Company”) would hereby like to inform you that the 86th Ordinary General Meeting of
Shareholders (the “Meeting”) will be held as set forth below.
In convening the Meeting, the Company has taken measures for providing information that constitutes the content ofReference Documents for the General Meeting of Shareholders, etc., in electronic format (excluding voting forms); you areaccordingly asked to access the Company’s website at the URL below for review.
The Company’s website URL(Japanese text only)(Page containing items subject to electronic
provision measures)

The Company’s website URL(English)(This is not a page containing items subject toelectronic provision measures)https://www.horiba.com/jpn/company/investor-relations/shareholders-meeting/https://www.horiba.com/int/company/investor-relations/shareholders-meeting/Rather than attending the Meeting on the day, you may exercise your voting rights online, etc. or in writing, so pleaseexamine the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5 p.m. on
Friday, March 22, 2024.
1.

Time and Date:

Saturday, March 23, 2024, at 10 a.m. (JST) (Reception opens at 9 a.m.)2.

Location:

6th floor, TECHNO PLAZA, HORIBA Techno Service Co., Ltd. Head Office.
18 Maegawara-cho, Kisshoin, Minami-ku, Kyoto-shi

3.

Objectives of the Meeting:Items to be Reported:
1.
The Business Report, the Consolidated Financial Statements, and the audit results of theConsolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory
Board for the 86th Fiscal Term (from January 1, 2023 to December 31, 2023)
2.
The Non-Consolidated Financial Statements for the 86th Fiscal Term (from January 1, 2023 to
December 31, 2023)
Items to be Resolved:
Proposal No. 1:
Election of Eight (8) Directors
Proposal No. 2:
Election of Three (3) Audit & Supervisory Board Members
Proposal No. 3:
Election of Two (2) Substitute Audit & Supervisory Board Members

Besides the Company’s website, you  Website for Shareholders’ Meeting Materials URL (Japanese text only)
may also access the following► https://d.sokai.jp/6856/teiji/
websites to review the items subject  Tokyo Stock Exchange Website (Listed Company Information Service)
to electronic provision measures.
URL (Japanese text only)► https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show* Enter “HORIBA” in Stock Name (company name) column or the code “6856” (halfwidth characters) in Code column, perform the search, then select either “Basic
Information” or “Public Documents / PR Information” to view the Notice of theOrdinary General Meeting of Shareholders for the Company.

1

Information about exercising your voting rights, etc.
You may exercise their voting rights either by attending the Meeting, via the internet, etc. or in writing.

Exercising of voting rights via
the internet, etc.

Exercise of voting rights bypostal mailExercise of voting rights byattendance on the day

Please access the dedicated website for exercising voting rights(https://www.web54.net) (Japanese text only) and enter your vote for each
proposal.
Deadline for exercise of voting rights (internet, etc.)
No later than 5 p.m. on Friday, March 22, 2024
Please indicate, on the paper voting form sent together with this Notice ofConvocation, your approval or disapproval of the proposals and return thecompleted form.
Deadline for exercise of voting rights (postal mail)No later than 5 p.m. on Friday, March 22, 2024 (deadline for receipt by
the Company)
Please be sure to bring the paper voting form sent together with this Noticeof Convocation to the Meeting, and present it at the Meeting reception deskon the day of the General Meeting of Shareholders.
Date and time of the General Meeting of Shareholders
Saturday, March 23, 2024, at 10 a.m. (JST)Points to note when exercising voting rights by postal mail・ If your approval or disapproval is not provided for each proposal, your vote will be cast in support of the proposal.
Handling in the event voting rights are exercised more than once
・ If you exercise your voting rights multiple times via the internet, etc., the last vote cast will be deemed to be valid.
・ If you exercise your voting rights multiple times via the internet, etc. and in writing, the vote made via the internet, etc. willbe treated as the valid exercising of voting rights.
Points to note when exercising voting rights by attending the General Meeting of Shareholders
・ You are kindly requested to bring the paper voting form sent together with this Notice of Convocation on the day.
・ Please note that non-shareholders such as proxies or those who accompany shareholders are not allowed to attend the Meeting.
You may exercise your voting right by designating one proxy, who is another shareholder of the Company with a voting right,
in accordance with the provisions of the Company’s Articles of Incorporation. In this case, however, please submit
documentation to prove the authority of representation.
Points to note for the diverse exercise of votes
・ If you wish to make a diverse exercise of your voting rights, please advise us by electronic means or in writing three days
prior to the Meeting, stating your reasons therefor.
**

In accordance with the provisions of laws and regulations and Article 18 Paragraph 2 of the Company’s Articles of Incorporation, each of
the following items is excluded from the paper-based documents delivered to shareholders who have made a request for delivery of such
documents (delivered documents). Therefore, the business report, consolidated financial statements, and non-consolidated financial
statements contained in the delivered documents are a part of the documents that were subject to audit when the accounting audit report
was prepared by the accounting auditor and when the audit report was prepared by the Audit & Supervisory Board Members.
(1) From the business report: In relation to items concerning the current status of the Group, “Principal Business,” “Principal Offices andPlants,” “Items related to Share Acquisition Rights, Etc., of the Company,” “Status of Accounting Auditor,” and “Company Systems
and Policies”(2) From the consolidated financial statements: “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial
Statements”(3) From the non-consolidated financial statements: “Non-consolidated Balance Sheets,” “Non-consolidated Statements of Income,” “Nonconsolidated Statement of Changes in Equity,” and “Notes to Non-consolidated Financial Statements”(4) From the audit report: “Audit Report Prepared by the Accounting Auditor”
Each of the above items can be found on the Company’s website (https://www.horiba.com/jpn/company/investor-relations/shareholdersmeeting/) (Japanese text only), etc., as part of the items subject to electronic provision measures.
Upon occurrence of circumstances resulting in the need for amendment of the items subject to electronic provision measures, the fact thatan amendment has been made as well as the items of amendment prior to and after the change shall be posted on all websites with measuresfor provision of information electronically, including the Company’s website (https://www.horiba.com/jpn/company/investorrelations/shareholders-meeting/) (Japanese text only). In addition, upon occurrence of circumstances that should be communicated toshareholders after the issuance of this convocation notice, notification shall be provided on the Company’s website, etc.

2Guide for the Exercise of Voting Rights via the Internet, etc.
Please review the below if you intend to exercise your voting rights
via the internet, etc.

Deadline for exercise of voting rights (internet, etc.)
No later than 5 p.m. on Friday, March 22, 2024

Smart Vote (Scanning the QR Code)
1. Please use your smartphone, etc. to scan QR Code provided at the bottom right of the voting form.
2. Please indicate your approval or disapproval by following the instructions shown on the screen.

It is possible to login to the website for exercise of voting rights without entering your voting code and password, however,
the exercising of voting rights by using Smart Vote may only be performed once.
If you wish to redo your vote or exercise your voting rights without using the QR Code, please refer to “Entering thevoting code and password” below.
Entering the voting code and password
1. Please access the website for exercise of voting rights stated below from your personal computer, etc.
► https://www.web54.net (Japanese text only)
2. Enter the voting code described on the lower right-hand side of the voting form, and click the “Login” button.
3. Enter the password stated in the voting form, set a new password, and then click “Register.”
4. Please indicate your approval or disapproval by following the instructions shown on the screen.
* The operation screen is an image.

* Please note that our shareholders shall bear any costs incurred when exercising voting rights via the internet, etc.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

Inquiries concerning the exercise of voting rights via the internet, etc.
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support
Dedicated Number Tel. 0120-652-031 (9 a.m. to 9 p.m. (JST))To institutional investors
Institutional investors wishing to exercise their voting rights by electronic means at the Meeting may do so by using the Electronic
Voting Platform operated by ICJ, Inc.

3

Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information
Proposal No. 1: Election of Eight (8) Directors
As the tenure of all nine (9) of our current Directors will expire upon the conclusion of this Meeting, by reducing thenumber of Directors by one (1) in accordance with changes in the management structure, the election of eight (8) Directors (ofwhich three (3) are Non-executive Directors) is requested.
The election of candidates for Director is determined by the Board of Directors after deliberation in the Nomination
and Remuneration Committee.
The candidates for Director are as follows:

Candidate number / Classification

Name

Current (as of March 1, 2024) positions andassignments in the Company

Attendance ofmeetings of the Boardof Directors in FY
2023

1

Reelection

Atsushi Horiba

Chairman & Group CEO

100% (12/12)

2

Reelection

Juichi Saito

Executive Vice Chairman & Group COO

100% (12/12)

3

Reelection

Masayuki Adachi

President & COO

100% (12/12)

4

Reelection

Jai Hakhu

Director

91.6% (11/12)

5

Reelection

Hideyuki Koishi

Director

100% (10/10)

Haruyuki Toyama

Director

100% (12/12)

Fumihiko Matsuda

Director

91.6% (11/12)

Tomoko Tanabe

Director

100% (12/12)

Reelection
6

Non-executive
Independent Director
Reelection

7

Non-executive
Independent Director
Reelection8

Non-executive
Independent Director

Reelection
Non-executive

Candidate for reelection as Director

New Election

Candidate for new election as Director

Candidate for election as Non-executive Director

Independent
Director

Independent Director stipulated by Tokyo Stock
Exchange, Inc.

(Notes) 1. The attendance status of Dr. Tomoko Tanabe at meetings of the Board of Directors includes her attendance status as an Audit &Supervisory Board Member.
2. When Proposal No. 1 is approved and adopted as originally proposed, the composition of the Board of Directors will be as follows:
Ratio of Non-executive
Directors

Ratio of female Directors

37.5%(3 out of 8)

12.5%(1 out of 8)

4

Candidate
Number1

Career Summary, Positions, and Assignments

AtsushiHoribaReelection
Date of birth
February 5, 1948 (76 years old)
Number of Shares of theCompany Held
1,089,181

September 1972

Joined the Company

December 1977

Department Manager of Overseas Technology Department of theCompany

March 1981

General Manager of Overseas Headquarters of the Company

June 1982

Director of the Company

June 1988

Senior Managing Director of the Company

June 1989

Director of STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.)

January 1992

President of the Company

June 1995

President of STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.)

August 2002

Chairman of HORIBA INSTRUMENTS (SHANGHAI) Co., Ltd.

June 2005

Chairman, President & CEO of the Company

April 2016

Chairman of HORIBA STEC, Co., Ltd. (to present)

January 2018

Chairman & Group CEO of the Company (to present)

June 2018

External Director of Softbank Corp. (to present)

June 2021

Outside Director of Sumitomo Electric Industries, Ltd. (topresent)

Tenure as Director of theCompany (upon the conclusion of the
Meeting)

41 years and 9 months

Reason for Recommendation as Candidate for Corporate Director Position
The candidate served as President of the Company over the 26-year period from 1992 to the end of 2017 and as Chairman &Group CEO of the Company from 2018, during which he played a pivotal role in spearheading the global growth of the overall
HORIBA Group while otherwise accumulating rich management experience. In view of this solid background and further
strengthening of the Group solidarity and global development, the candidate is considered highly qualified to remain in thecapacity of Director, and his reappointment to that position is hereby requested.
Significant concurrent positions outside the Company●●●

Chairman of HORIBA STEC, Co., Ltd.
External Director of Softbank Corp.
Outside Director of Sumitomo Electric Industries, Ltd.

5

Candidate
Number2

Career Summary, Positions, and Assignments

Juichi
Saito

March 1982

Joined the Company

March 1997

Department Manager of the Engine Measurement Planning &Development Department of the Company

February 2002

President of HORIBA Instruments Incorporated (USA)

June 2002

Corporate Officer of the Company

June 2004

Director of STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.)

June 2005

Director of the Company
Managing Director of HORIBA STEC, Co., Ltd.

June 2008

Executive Vice President of HORIBA STEC, Co., Ltd.

January 2012

General Manager of Corporate & Segment Strategy Division of
the Company

March 2013

Executive Vice President of the Company

Date of birth
February 10, 1958 (66 years old)

March 2016

Executive Vice President and Representative Director of theCompany

Number of Shares of theCompany Held
27,710January 2018

Executive Vice Chairman & Group COO of the Company (topresent)

April 2018

President of HORIBA Europe Holding SASU

Tenure as Director of theCompany (upon the conclusion of theApril 2021

Chairman of Supervisory Board of HORIBA Europe Holding
SASU

Reelection

Meeting)

18 years and 9 months

Reason for Recommendation as Candidate for Corporate Director Position
In addition to his impressive overseas track record through engaging in management duties of the subsidiary company in the
United States and other assignments, the candidate has experience in promoting operations with the key focus on businessstrategies and corporate acquisition as General Manager of the Corporate & Segment Strategy Division, further supporting theview that he is fully capable of unifying the overall HORIBA Group in promoting programs of renewed global development as
the Group COO from 2018. In view of this, his continued appointment to the post of Director is requested.
Significant concurrent positions outside the Company–

6

Candidate
Number

Career Summary, Positions, and Assignments

Masayuki
AdachiMarch 1985

Joined the Company

March 1999

Department Manager of Emission Analysis R&D Department of
the Company

March 2003

General Manager of Engine Measurement Systems Division of
the Company

September 2005

General Manager of Automotive Test Systems Division of theCompany

June 2006

Corporate Officer of the Company

January 2007

President of HORIBA International Corporation (present
HORIBA Instruments Incorporated (USA))

April 2010

Senior Corporate Officer of the Company

Reelection

January 2011

General Manager of Research & Development Division & R&D
Steering Committee of the Company

Date of birth
November 1, 1962 (61 years old)

March 2014

Director of the Company

April 2014

Number of Shares of theCompany Held
22,255President of HORIBA Jobin Yvon SAS. (present HORIBAFRANCE SAS)

January 2016

Chairman of Supervisory Board of HORIBA Jobin Yvon SAS.

March 2016

Senior Managing Director of the Company

Tenure as Director of theCompany (upon the conclusion of theJanuary 2018

President & COO of the Company (to present)

3

Meeting)

10 yearsReason for Recommendation as Candidate for Corporate Director Position
The candidate has acquired far-reaching experience in the R&D Division of the Company, while likewise excelling in overseas
management assignments at the Company’s subsidiaries in the United States and France as well as engaging in management
duties of the Company as President & COO from 2018. These and other factors support the judgment of his ability to further
enhance the Company’s technical prowess and propel the HORIBA Group to even greater successes, resulting in the request forthe candidate’s continued appointment to the position of Director.
Significant concurrent positions outside the Company–

7

Candidate
Number

Career Summary, Positions, and Assignments

Jai
Hakhu

1979

Vice President of Rockwell International Corporation

1997

Vice President of Varian Semiconductor Equipment Associates
Inc.
Vice President and General Manager of Intel Corporation

2005

Corporate Vice President and General Manager of Intel
Corporation

2007

President & CEO of R.C. International LLC (to present)
Senior Advisor and Operating Executive, Golden Gate Capital

2010

Joined the Company
Executive Corporate Officer of the Company

2011

Chairman & President of HORIBA Instruments Incorporated(USA)
President of HORIBA India Private Limited (India)
Chancellors Roundtable Member of University of California,
Irvine (to present)

2012

President of HORIBA ABX SAS (France) (to present)

Number of Shares of theCompany Held
10,0002014

Chairman & CEO of HORIBA Instruments Incorporated (USA)(to present)

2016

Chairman of HORIBA India Private Limited (India) (to present)

Tenure as Director of theCompany (upon the conclusion of the

2018

Board of Directors of Montpellier University of Excellence(MUSE), France (to present)

Meeting)

2022

Board of Directors of University of Montpellier (UM), France (topresent)
Director of the Company (to present)

4

Reelection
Date of birth
July 9, 1947 (76 years old)

2 years

Reason for Recommendation as Candidate for Corporate Director Position
The candidate has extensive knowledge based on management experience in leading companies in the United States, and also
has experience leading the HORIBA Group’s medical business and other areas in the United States, France and India, and he isconsidered highly qualified to further strengthen supervisory functions and accelerate decision making in global operations. Inview of this, it is requested that he be reappointed to the position of Director.
Significant concurrent positions outside the Company
●
●
●
●
●
●
●

Chairman & CEO of HORIBA Instruments Incorporated (USA)President of HORIBA ABX SAS (France)
Chairman of HORIBA India Private Limited (India)
President & CEO, R.C. International LLC
Chancellors Roundtable Member of University of California, Irvine
Board of Directors of Montpellier University of Excellence (MUSE), France
Board of Directors of University of Montpellier (UM), France8Candidate
Number5

Career Summary, Positions, and Assignments

Hideyuki
Koishi

Reelection
Date of birth
February 17, 1963 (61 years old)
Number of Shares of theCompany Held
11,779March 1985

Joined STEC Co., Ltd. (present HORIBA STEC, Co., Ltd.)

October 2004

Department Manager of Overseas Department of STEC Co., Ltd.
(present HORIBA STEC, Co., Ltd.)

April 2008

President of HORIBA/STEC Incorporated (present HORIBA
Instruments Incorporated (USA))

January 2010

General Manager of Corporate Strategy Division of HORIBASTEC, Co., Ltd.

March 2010

Managing Director of HORIBA STEC, Co., Ltd.
President of HORIBA STEC KOREA, Ltd.

March 2011

Executive Vice President of HORIBA STEC, Co., Ltd.

April 2012

Corporate Officer of the Company

April 2014

Senior Corporate Officer of the Company

March 2016

President of HORIBA STEC, Co., Ltd.

April 2016

Chairman of HORIBA STEC KOREA, Ltd.

January 2023

Director of HORIBA STEC, Co., Ltd. (to present)

March 2023

Director of the Company (to present)

April 2023

Chairman of HORIBA KOREA Ltd. (to present)

Tenure as Director of theCompany (upon the conclusion of the
Meeting)

1 yearReason for Recommendation as Candidate for Corporate Director Position
The candidate has approximately seven years (from 2016 to 2022) of experience as President of HORIBA STEC, Co., Ltd.,
which is a consolidated subsidiary of the Company, providing total solutions with a focus on fluid measurement and control
equipment for the semiconductor field. The Company has judged that his appointment would be suitable to drive the growth ofbusiness for the semiconductor market, etc. of the Company in the future, and in view of this, the Company has requested that hebe reappointed to the position of Director.
Significant concurrent positions outside the Company●●

Director of HORIBA STEC, Co., Ltd.
Chairman of HORIBA KOREA Ltd.

9

Candidate
Number6

Career Summary, Positions, and Assignments

Haruyuki
ToyamaReelection Non-executive
Independent Director
Date of birth
March 23, 1959 (64 years old)

April 1982

Joined Bank of Japan

January 2000

Alternate Executive Director for Japan, International Monetary
Fund

August 2004

General Manager of Okayama Branch, Bank of Japan

July 2006

Deputy Director General, Payment and Settlement Systems
Department, Bank of Japan

March 2009

Director General, Financial Markets Department, Bank of JapanMay 2011

General Manager for Americas, Bank of Japan

November 2012

Director General, International Department, Bank of Japan

August 2014

Left Bank of Japan

March 2015

Registered as an attorney-at-law admitted in Japan

June 2015

Outside Director of Hitachi Construction Machinery Co., Ltd.

January 2019

Special Counsel, Iwata Godo law office (to present)

March 2021

Non-executive Director of the Company (to present)

Number of Shares of theCompany Held
372
Tenure as Non-executive
Director of the Company (uponthe conclusion of the Meeting)

3 years

Reason for Recommendation as Candidate for Non-executive Director Position and overview of expected role
The candidate has expertise as an attorney specializing in corporate law, and extensive experience in international banking andfinance. The Company assumes that he can appropriately fulfil the roles of promoting fair decision making and strengthening
management supervisory functions, and thereby strongly recommends the reappointment of the candidate to serve as a Nonexecutive Director.
Significant concurrent positions outside the Company●

Special Counsel of Iwata Godo law office10

Candidate
Number7

Career Summary, Positions, and Assignments

FumihikoMatsudaReelection Non-executive

August 1998

Head of Gene Identification, Centre National de Génotypage,
Evry France

April 2003

Professor, Department of Genome Epidemiology, Kyoto
University Graduate School of Medicine

April 2004

Professor, Unit of Human Disease Genomics, Center for Genomic
Medicine Kyoto University Graduate School of Medicine

January 2007

Research Director, Institut National de la Santé et de la Recherche
Médicale (INSERM) U.852

November 2008

Professor and Director, The Center for Genomic Medicine,
Graduate School of Medicine, Kyoto University (to present)

October 2014

Deputy Executive Vice-President for International Affairs, Kyoto
University

April 2015

Visiting Professor, Research Institute for Mathematical Sciences,
Kyoto University (to present)

November 2016

Scientific Coordinator, Pasteur-Kyoto University International
Joint Research Unit for Integrative Vaccinomics (to present)

April 2018

Dean, Kyoto-McGill International Collaborative School ofGenomic Medicine, Kyoto University (to present)

November 2018

Founder and Director, Chief Advisor, GenoConcierge Kyoto, Inc.
(to present)

October 2020

Senior Advisor to the President on Academic Affairs, Kyoto
University (to present)

November 2020

Founder and Director, Chief Advisor, RADDAR-J for Society Inc.
(to present)

March 2021

Non-executive Director of the Company (to present)

Independent Director
Date of birth
December 3, 1960 (63 years old)
Number of Shares of theCompany Held
523
Tenure as Non-executive
Director of the Company (uponthe conclusion of the Meeting)

3 years

Reason for Recommendation as Candidate for Non-executive Director Position and overview of expected role
The candidate has accumulated impressive, specialized knowledge in viruses, immunity, genomes and other areas of the
medical field. He has also served as Senior Advisor to the President on Academic Affairs, Kyoto University and held other posts
through which he has attained extensive management skills, while possessing international experience in France. The Company
assumes that he can appropriately fulfil the roles of promoting fair decision making and strengthening management supervisory
functions, and thereby strongly recommends the reappointment of the candidate to serve as a Non-executive Director.
Significant concurrent positions outside the Company●●●

Senior Advisor to the President on Academic Affairs, Kyoto University
Founder and Director, Chief Advisor of GenoConcierge Kyoto, Inc.
Founder and Director, Chief Advisor of RADDAR-J for Society Inc.

11

Candidate
Number

Career Summary, Positions, and Assignments

TomokoTanabeApril 1996

Internal Medicine I Resident of Kyoto Prefectural University of
Medicine

July 1998

Internal Medicine Resident of Beth Israel Medical Center

July 2001

Chief Medical Resident of Beth Israel Medical Center

July 2002

General Internal Medicine (GIM) Fellow of the University ofPennsylvania

September 2004

Associate Professor of the University of California, San Diego
School of Medicine
Staff Physician of VA San Diego Healthcare System, Division ofGeneral Internal Medicine

February 2005

Associate Clerkship Director of University of California, San
Diego School of Medicine

September 2008

Assistant Director of Nakanoshima Clinic, CHIINKAI MEDICALASSOCIATION

April 2009

Director of Ladies Clinic of Oike Clinic, Chiinkai, Medical
Association

February 2010

Director of Shinyukai Holdings Co., Ltd. (to present)

Number of Shares of theCompany Held
1,912

July 2010

Committee Member of Center of Promotion of Gender Equality at
Kyoto Prefectural University of Medicine

May 2017

Vice President of KYOTO MEDICAL CLUB, CO.,LTD.

Tenure as Non-executive
Director of the Company (uponJune 2018

President of KYOTO MEDICAL CLUB, CO.,LTD. (to present)

the conclusion of the Meeting)March 2020

Outside Audit & Supervisory Board Member of the Company

1 yearApril 2021

Visiting Professor in Department of Physiology and Integrated
Physiology at Kyoto Prefectural University of Medicine (topresent)

March 2023

Non-executive Director of the Company (to present)

April 2023

Deputy Director of Oike Clinic, Chiinkai, Medical Association (topresent)

8

Reelection Non-executive
Independent Director
Date of birth
November 14, 1971 (52 years old)

Reason for Recommendation as Candidate for Non-executive Director Position and overview of expected role
In addition to three years of experience as an Outside Audit & Supervisory Board Member of the Company, the candidate hasadvanced, specialized knowledge and experience in medical care, as well as deep insight in corporate management. The
Company assumes that she can appropriately fulfil the roles of promoting fair decision making at the Board of Directors andstrengthening management supervisory functions, and thereby strongly recommends the reappointment of the candidate to serve
as a Non-executive Director.
Significant concurrent positions outside the Company●●●●

Director of Shinyukai Holdings Co., Ltd.
President of KYOTO MEDICAL CLUB, CO.,LTD.
Deputy Director of Oike Clinic, Chiinkai, Medical Association
Visiting Professor in Department of Physiology and Integrated Physiology at Kyoto Prefectural University of Medicine

12Notes for Proposal No. 1
1. HORIBA Group (hereinafter the “Group”) has business relationships such as research and development, and donations, with
Kyoto University where Dr. Fumihiko Matsuda serves in roles such as Senior Advisor to the President on Academic Affairs.
The amount of the transactions from the Group to the said University accounted for less than 0.01% of the value of the
University’s aggregate income during its most recent fiscal year. The Company has made donations to the University in thepast four fiscal years, but the amount of each of the donations accounted for less than 0.01% of the value of the University’s
aggregate income and did not exceed 10 million yen in the respective fiscal years. In addition, the amount of the transactions
from the said University to the Group accounted for approximately 0.01% of the Group’s consolidated net sales in the mostrecent fiscal year. Additionally, Mr. Atsushi Horiba, Chairman & Group CEO of the Company, serves as advisor at
GenoConcierge Kyoto, Inc. at which the candidate serves as Founder and Director, Chief Advisor; Mr. Horiba provides advice
on corporate management, etc. to the company from the perspective of a corporate manager, but does not receive compensationfrom the company. There are no direct business relations between GenoConcierge Kyoto, Inc. and the Group. In considerationof these factors, the proposed appointment of him is considered to satisfy the “Independence Judgment Standards for Nonexecutive Directors and Outside Audit & Supervisory Board Members” established by the Company, with no issues existingwith regard to the independence of Dr. Fumihiko Matsuda.
2. The Group has a trading relationship concerning medical checks, etc. with KYOTO MEDICAL CLUB, CO.,LTD., at which
Dr. Tomoko Tanabe serves as President. The amount of the transactions from the Group to the said company accounted forapproximately 0.89% of the company’s sales during its most recent fiscal year. Furthermore, there are no direct transactions
from the company at the Group. In addition, the Group has a trading relationship concerning the testing and diagnosis, etc. of
infectious diseases with Oike Clinic, Chiinkai, Medical Association, at which she serves as Deputy Director. The amount of
the transactions from the Group to the said clinic accounted for approximately 0.01% of the clinic’s sales during its most recent
fiscal year. Furthermore, there are no transactions from the Group at the clinic. Additionally, the Group has a trading
relationship concerning joint research with Kyoto Prefectural University of Medicine, where she serves as a Visiting Professor
in Department of Physiology and Integrated Physiology. The amount of the transactions from the Group to the said University
accounted for approximately 0.02% of the value of the aggregate income of the University’s operator, Kyoto Prefectural Public
University Corporation, during its most recent fiscal year. In addition, the amount of the transactions from the said University
to the Group accounted for less than 0.01% of the Group’s consolidated net sales in the most recent fiscal year. In considerationof these factors, the proposed appointment of her is considered to satisfy the “Independence Judgment Standards for Nonexecutive Directors and Outside Audit & Supervisory Board Members” established by the Company, with no issues existingwith regard to the independence of Dr. Tomoko Tanabe.
3. Dr. Tomoko Tanabe had served as Outside Audit & Supervisory Board Member of the Company until the conclusion of the85th Annual General Meeting of Shareholders held on March 23, 2023.
4. There is also no other special interest between any of the candidates for Director and the Company, which should be disclosed.
5. Dr. Jai Hakhu’s name is stated as “Jai Krishan Hakhu” on personal identification documents.
6. The candidates for Director, Mr. Haruyuki Toyama, Dr. Fumihiko Matsuda and Dr. Tomoko Tanabe, are all being presented as
candidates for the post of Non-executive Directors.
7. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act of Japan with an insurance company. The policy will cover indemnification and the litigation
expenses based on the liability of damages that are assumed by an insured in a case where the insured receives a claim etc.
relating to the pursuit of liability arising from the performance of duties. The Directors, Audit & Supervisory Board Members,
and Corporate Officers of the Company and its major domestic group companies (HORIBA STEC, Co., Ltd., HORIBA
Advanced Techno Co., Ltd., and HORIBA Techno Service Co., Ltd.) are covered by the insurance policy, and the full amountof the insurance premiums for this are borne by the Company. However, damages for an insured who intentionally committed
illegal acts are excluded from coverage. If each candidate is elected and appointed as Director, they will be included in the
persons covered by the insurance policy, and in addition, it is planned to renew the policy with the same content the next time
it comes up for renewal.
8. The Company has set forth the Independence Judgment Standards for Non-executive Directors and Outside Audit &Supervisory Board Members. Each of the candidates for Non-executive Director presented in this proposal satisfies all aspectsof these standards. Other matters pertaining to the said Non-executive Director candidates are as follows:(1) Limited liability agreement
The Company, Mr. Haruyuki Toyama, Dr. Fumihiko Matsuda and Dr. Tomoko Tanabe signed agreements to limit their
liability under Article 423, paragraph (1) of the Companies Act of Japan, and based on this agreement their liability islimited to the minimum liability amount stipulated in laws and ordinances. When each of them is reappointed as Nonexecutive Directors, the Company plans to continue the aforementioned limited liability agreements with each of them.
(2) Notification of Independent Director
In accordance with the provisions of the Tokyo Stock Exchange, the Company notified the Exchange that Mr. Haruyuki
Toyama, Dr. Fumihiko Matsuda and Dr. Tomoko Tanabe are Independent Directors. When each of them is reelected andreappointed, the Company plans to continue designating each of them as Independent Directors.

13

Proposal No. 2: Election of Three (3) Audit & Supervisory Board Members
As the tenure of all three (3) of our current Audit & Supervisory Board Members will expire upon the conclusion ofthis Meeting, the election of three (3) Audit & Supervisory Board Members (of which two (2) are Outside Audit & Supervisory
Board Members) is requested.
In addition, the consent of Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:

Candidate number /Classification
1

New Election

Name

Current (as of March 1, 2024) positionsin the Company

Attendance ofmeetings of the Audit& Supervisory Board
in FY 2023

Hitoshi Motokawa

Junior Corporate Officer–

Keiji Yamada

Audit & Supervisory Board Member

100% (14/14)

Sayoko Kawamoto

Audit & Supervisory Board Member

100% (11/11)

Reelection
2

OutsideIndependent Auditor
Reelection

3

OutsideIndependent Auditor

Reelection
OutsideCandidate for reelection as Audit & Supervisory Board
New Election
MemberCandidate for election as Outside Audit & Supervisory Independent
Board Member
Auditor

14

Candidate for new election as Audit & Supervisory
Board Member
Independent Auditor stipulated by Tokyo Stock
Exchange, Inc.

Candidate
Number1

Career Summary, and Positions

Hitoshi
Motokawa

March 1984

Joined the Company

September 2004

Department Manager of Sales Support Department of theCompany

January 2009

General Manager of Sales Division of the Company

April 2017

Junior Corporate Officer of the Company (to present)

January 2018

General Manager of Sales Division of the Company

January 2021

General Manager of General Administration Division Responsible
for Financial Control of the Company

January 2022

General Manager of Finance and Legal Division Responsible forFinancial Control of the Company (to present)

New Election
Date of birth
November 27, 1960 (63 years old)
Number of Shares of theCompany Held
3,851
Tenure as Audit & Supervisory
Board Member of the Company(upon the conclusion of the Meeting)–Reason for Recommendation as Candidate for Audit & Supervisory Board Member
The candidate has extensive experience in the Sales Division as well as experience of financial control of the Company’s
domestic group companies through his roles in the General Administration Division and the Finance and Legal Division. In viewof this, the Company has determined that he will appropriately perform his duties as an Audit & Supervisory Board Member andthat his appointment would be suitable for conducting audits, and has requested that he be newly appointed to the position of
Audit & Supervisory Board Member.
Significant concurrent positions outside the Company–

15

Candidate
Number2

Career Summary, and Positions

Keiji
YamadaReelection Outside
Independent Auditor
Date of birth
April 5, 1954 (69 years old)
Number of Shares of theCompany Held
1,296
Tenure as Outside Audit &Supervisory Board Member of
the Company (upon the conclusion ofApril 1977

Ministry of Home Affairs (present Ministry of Internal Affairs andCommunications)

July 1992

Director of Cabinet Legislation Bureau

August 1999

Director of Kyoto Prefecture General Affairs Department

June 2001

Vice Governor of Kyoto Prefecture

April 2002

Governor of Kyoto Prefecture (1st term)

April 2006

Governor of Kyoto Prefecture (2nd term)

April 2010

Governor of Kyoto Prefecture (3rd term)

April 2011

President of National Governors’ Association (1st term)

April 2013

President of National Governors’ Association (2nd term)

April 2014

Governor of Kyoto Prefecture (4th term)

April 2015

President of National Governors’ Association (3rd term)

April 2017

President of National Governors’ Association (4th term)

April 2018

Advisor to the President of Kyoto Sangyo University, Departmentof Policy Studies Professor

June 2018

President of Kyoto Culture Foundation (to present)

June 2019

Outside Director of Kawasaki Kisen Kaisha, Ltd. (to present)

March 2020

Outside Audit & Supervisory Board Member of the Company (topresent)

April 2020

Special Advisor to the President and Professor at the Department
of Interdisciplinary Studies in Law and Policy, Faculty of Law at
Kyoto Sangyo University

November 2020

Outside Director of TOSE CO., LTD. (to present)

April 2021

Trustee, Special Advisor to the President and Professor at the
Department of Interdisciplinary Studies in Law and Policy,
Faculty of Law at Kyoto Sangyo University (to present)

June 2021

Outside Director of Nitto Pharmaceutical Holdings, Ltd. (topresent)

the Meeting)

4 years

Reason for Recommendation as Candidate for Outside Audit & Supervisory Board Member
The candidate has a wide spectrum of knowledge amassed through his far-reaching experience in local administration as agovernor as well as experiences amassed as an outside Director of other companies, and this has contributed significantly to
the Company’s management. Although the candidate has no direct involvement in corporate management in the past, theCompany has determined that he will appropriately perform his duties as an Audit & Supervisory Board Member from an
independent perspective, and will be able to monitor the management of the Company, and has requested that he bereappointed to the position of Outside Audit & Supervisory Board Member.
Significant concurrent positions outside the Company
●
●
●
●
●

Trustee, Special Advisor to the President and Professor at the Department of Interdisciplinary Studies in Law and Policy,
Faculty of Law, Kyoto Sangyo University
President of Kyoto Culture Foundation
Outside Director of Kawasaki Kisen Kaisha, Ltd.
Outside Director of TOSE CO., LTD.
Outside Director of Nitto Pharmaceutical Holdings, Ltd.

16

Candidate
Number3

Career Summary, and Positions

SayokoKawamoto

Reelection Outside
Independent Auditor
Date of birth
July 25, 1977 (46 years old)

April 2000

Joined AMS CORPORATION

June 2000

Director of AMS CORPORATION (to present)

June 2010

Director of AYAHA CORPORATION

October 2016

Director and Deputy General Manager of the General Affairs
Division of AYAHA CORPORATION

October 2017

Director and Deputy General Manager of the Business
Administration Division of AYAHA CORPORATION

May 2019

Director of Public Interest Incorporated Foundation
KAWAMOTO BUNKYO FUKUSHI Promotion Association (topresent)

April 2022

Executive Vice-president of AYAHA CORPORATION (topresent)

March 2023

Outside Audit & Supervisory Board Member of the Company (topresent)

June 2023

Director of BIWAKO ARTS FOUNDATION (to present)

Number of Shares of theCompany Held–
Tenure as Outside Audit &Supervisory Board Member of
the Company (upon the conclusion of
the Meeting)

1 yearReason for Recommendation as Candidate for Outside Audit & Supervisory Board Member
The candidate has extensive knowledge and experience in corporate management through her work as Executive Vicepresident at AYAHA CORPORATION, which oversees group companies that extend across various fields such as the textile
industry, retail, manufacturing, and real estate leasing. In view of this, the Company has determined that she will appropriately
perform her duties as an Audit & Supervisory Board Member from an independent perspective, and will be able to monitor the
management of the Company, and has requested that she be reappointed to the position of Outside Audit & Supervisory Board
Member.
Significant concurrent positions outside the Company●●●●

Executive Vice-president of AYAHA CORPORATION
Director of AMS CORPORATION
Director of Public Interest Incorporated Foundation KAWAMOTO BUNKYO FUKUSHI Promotion Association
Director of BIWAKO ARTS FOUNDATION

17

Notes for Proposal No. 2
1. HORIBA Group (hereinafter the “Group”) has a trading relationship concerning product inspection, among others, with Kyoto
Sangyo University, where Mr. Keiji Yamada serves as Trustee and Special Advisor to the President of the University, as wellas Professor at the Department of Interdisciplinary Studies in Law and Policy, Faculty of Law. In addition, the amount of thetransactions from the said University to the Group accounted for less than 0.01% of the Group’s revenue in the most recent
fiscal year. Furthermore, there are no transactions from the Group at the University. The Group has a trading relationshipconcerning sale, etc. of products, among others, with Noster Inc., one of the consolidated subsidiaries of Nitto Pharmaceutical
Holdings, Ltd., where Mr. Keiji Yamada serves as Outside Director. The amount of the transactions from the said company to
the Group accounted for approximately 0.01% of the Group’s revenue in the most recent fiscal year. Furthermore, there are notransactions from the Group at the company. In consideration of these factors, the proposed appointment of him is considered
to satisfy the “Independence Judgment Standards for Non-executive Directors and Outside Audit & Supervisory Board
Members” established by the Company, with no issues existing with regard to the independence of Mr. Keiji Yamada.
2. There is also no other special interest between any of the candidates for Audit & Supervisory Board Member and the Company,
which should be disclosed.
3. The candidates for Audit & Supervisory Board Member, Mr. Keiji Yamada and Ms. Sayoko Kawamoto, are being presented
as candidates for the post of Outside Audit & Supervisory Board Member.
4. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act of Japan with an insurance company. The policy will cover indemnification and the litigation
expenses based on the liability of damages that are assumed by an insured in a case where the insured receives a claim etc.
relating to the pursuit of liability arising from the performance of duties. The Directors, Audit & Supervisory Board Members,
and Corporate Officers of the Company and its major domestic group companies (HORIBA STEC, Co., Ltd., HORIBA
Advanced Techno Co., Ltd., and HORIBA Techno Service Co., Ltd.) are covered by the insurance policy, and the full amountof the insurance premiums for this are borne by the Company. However, damages for an insured who intentionally committed
illegal acts are excluded from coverage. If each candidate is elected and appointed as Audit & Supervisory Board Member,they will be included in the persons covered by the insurance policy, and in addition, it is planned to renew the policy with thesame content the next time it comes up for renewal.
5. The Company has set forth the Independence Judgment Standards for Non-executive Directors and Outside Audit &Supervisory Board Members. Each of the candidates for Outside Audit & Supervisory Board Member presented in this
proposal satisfies all aspects of these standards. Other matters pertaining to the said Outside Audit & Supervisory Board
Member candidate are as follows:(1) Limited liability agreement
The Company, Mr. Keiji Yamada and Ms. Sayoko Kawamoto signed agreements to limit their liability under Article 423,
paragraph (1) of the Companies Act of Japan, and based on this agreement their liability is limited to the minimum liability
amount stipulated in laws and ordinances. When each candidate is reappointed as Outside Audit & Supervisory Board
Member, the Company plans to continue the aforementioned limited liability agreements with them.
(2) Notification of Independent Auditor
In accordance with the provisions of the Tokyo Stock Exchange, the Company notified the Exchange that Mr. Keiji
Yamada and Ms. Sayoko Kawamoto are Independent Auditors. When each of them is reelected and reappointed, theCompany plans to continue designating them as Independent Auditors.

18

Proposal No. 3: Election of Two (2) Substitute Audit & Supervisory Board Members
As a resolution for election of current substitute Audit & Supervisory Board Members will remain in full force andeffect until the commencement of the Meeting, the Company also requests approval for the election of two (2) substitute Audit& Supervisory Board Members to be ready to fill a vacant position should the number of Audit & Supervisory Board Members
fall below the number required by laws and regulations.
Subject to the approval for Proposal No. 2: Election of Three (3) Audit & Supervisory Board Members as originallyproposed, we would like to ask you to elect Mr. Kazumasa Yoshida as substitute Outside Audit & Supervisory Board Member of
Mr. Keiji Yamada and Ms. Sayoko Kawamoto, Mr. Junichi Tajika as a substitute Audit & Supervisory Board Member of Mr.
Hitoshi Motokawa, respectively. The validity of the election of Mr. Kazumasa Yoshida and Mr. Junichi Tajika can be nullified byresolution of the Board of Directors if the consent of Audit & Supervisory Board has been obtained; provided, however, that it is
only in a time before assuming office.
In addition, the consent of Audit & Supervisory Board has been obtained for this proposal.
The candidates for substitute Audit & Supervisory Board Member are as follows:
Candidate
Number1

Career Summary, and Positions

Kazumasa
YoshidaApril 1979

Joined Canon Inc.

February 1980

Retired from Canon Inc.

March 1980

Joined Nakano C.P.A. Office

September 1991

Retired from Nakano C.P.A. Office

October 1991

President of Yoshida Kazumasa Licensed Tax Accountant Office(to present)

May 2006

Corporate Auditor of de-live Inc. (to present)

June 2014

Corporate Auditor of Japan Re-ground Corporation (to present)

OutsideIndependent Auditor
Date of birth
November 16, 1956 (67 years old)
Number of Shares of theCompany Held
1,518

Reason for Recommendation as Candidate for substitute Outside Audit & Supervisory Board Member
The candidate has abundant knowledge and professional experience in the field of tax and accounting as a licensed tax
accountant and the perspective of an accounting specialist, as well as experiences amassed as a corporate auditor of othercompanies. In view of this, the Company has determined that he will appropriately perform his duties as an Audit & Supervisory
Board Member from an independent perspective, and will be able to monitor the management of the Company, and has requested
that he be appointed to the position of substitute Outside Audit & Supervisory Board Member.
Significant concurrent positions outside the Company●●●

President of Yoshida Kazumasa Licensed Tax Accountant Office
Corporate Auditor of de-live Inc.
Corporate Auditor of Japan Re-ground Corporation

19

Candidate
Number2

Career Summary, and Positions

JunichiTajikaMarch 1996

Joined the Company

January 2010

Department Manager of Finance and Accounting Department of
the Company

January 2013

Deputy General Manager of Finance Division of the Company

January 2018

Deputy General Manager of General Administration Division of
the Company

July 2021

President of HORIBA KOREA Ltd. (to present)

April 2023

Junior Corporate Officer of the Company (to present)

January 2024

Deputy General Manager of Finance and Legal Division of theCompany (to present)

Date of birthAugust 20, 1973 (50 years old)
Number of Shares of theCompany Held
1,570

Reason for Recommendation as Candidate for substitute Audit & Supervisory Board Member
The candidate has abundant knowledge acquired through many years of professional experience in the finance division, andhas amassed management experience by leading HORIBA Group as the President of the Company’s South Korean subsidiary. Inview of this, the Company has determined that he will appropriately perform his duties as an Audit & Supervisory Board
Member and that his appointment would be suitable for conducting audits, and has requested that he be appointed to the positionof substitute Outside Audit & Supervisory Board Member.
Significant concurrent positions outside the Company
President of HORIBA KOREA Ltd.

20

Notes for Proposal No. 3
1. There is no special interest between any of the candidates for substitute Audit & Supervisory Board Member and theCompany, which should be disclosed.
2. Mr. Kazumasa Yoshida is candidate for substitute Outside Audit & Supervisory Board Member.
3. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act of Japan with an insurance company. The policy will cover indemnification and thelitigation expenses based on the liability of damages that are assumed by an insured in a case where the insured receives
a claim etc. relating to the pursuit of liability arising from the performance of duties. The Directors, Audit & Supervisory
Board Members, and Corporate Officers of the Company and its major domestic group companies (HORIBA STEC,
Co., Ltd., HORIBA Advanced Techno Co., Ltd., and HORIBA Techno Service Co., Ltd.) are covered by the insurance
policy, and the full amount of the insurance premiums for this are borne by the Company. However, damages for an
insured who intentionally committed illegal acts are excluded from coverage. If each of the candidates for substitute
Audit & Supervisory Board Member assumes office as Audit & Supervisory Board member, each of them will be
included as an insured in the policy. In addition, when the policy is next renewed, the Company plans to renew the policy
with the same terms.
4. The Company has set forth the Independence Judgment Standards for Non-executive Directors and Outside Audit &Supervisory Board Members. The candidates for substitute Outside Audit & Supervisory Board Member presented inthis proposal satisfy all aspects of these standards. Other matters pertaining to the said substitute Outside Audit &Supervisory Board Member candidate are as follows:(1) Limited liability agreement
When Mr. Kazumasa Yoshida assumes office as Outside Audit & Supervisory Board Member, the Company intends tosign an agreement with him to limit his liability under Article 423, paragraph (1) of the Companies Act of Japan, and basedon this agreement his liability will be limited to the minimum liability amount stipulated in laws and ordinances.

(2) Notification of Independent Auditor
When Mr. Kazumasa Yoshida is appointed as Outside Audit & Supervisory Board Member, it is planned that he will
become an Independent Auditor based on the provisions of Tokyo Stock Exchange, Inc.

21

Reference Information■Policies for Nomination of Director Candidates and Dismissal of Directors (determined in the meeting of the Board of
Directors held on November 19, 2021)
The election of candidates for Director of the Company is determined by the Board of Directors after deliberation in the
Nomination and Remuneration Committee. Candidates for Director of the Company must satisfy the following requirements.
1. A person who respects the HORIBA’s Corporate Motto and HORIBA Corporate Philosophy, and is suitable for thesupervision of management from the perspective of contributing to sustained creation of corporate value.
2. A person who has excellent character and insight as a Director, and the will and capability required for executing duties
in good faith.
3. A person who is able to secure the time as a Director required for executing the duties thereof in good faith.
4. A person who can be expected to contribute to frank, active and constructive consideration on the Board of Directors.
5. A person who satisfies the qualifications as Director required by laws and ordinances.
The Board of Directors shall consider dismissing or not reappointing a Director who no longer satisfies the above
requirements.
■Policies for Nomination of Audit & Supervisory Board Member Candidates (determined in the meeting of the Board of
Directors held on January 26, 2016)
Representative Director of the Company submits a proposal for nomination to the Audit & Supervisory Board, and after thereaching of an agreement on the nomination of the candidate as a result of examination at the Audit & Supervisory Board,the proposal to elect the Audit & Supervisory Board Member is determined by the Board of Directors. In addition, the Audit& Supervisory Board may also make a request to the Representative Director for the submission of a proposal for the electionof a candidate Audit & Supervisory Board Member to a General Meeting of Shareholders. Candidates for Audit &Supervisory Board Member of the Company must satisfy the following requirements.
1. A person who has excellent character and insight as an Audit & Supervisory Board Member, and the will and capability
required for executing duties in good faith.
2. A person who can be expected to conduct audits from a neutral and objective perspective, and to contribute to ensuring
the soundness of management.
3. A person who is able to secure the time as an Audit & Supervisory Board Member required for executing the duties
thereof in good faith.
4. A person who satisfies the qualifications as Audit & Supervisory Board Member required by laws and ordinances.

22

■ Skill matrix for the Company’s Directors and Audit & Supervisory Board Members
When Proposals No. 1 and No. 2 are approved and adopted as originally proposed, the skill matrix for Directors and Audit &Supervisory Board Members will be as follows:
Knowledge and insight considered to beparticularly important by the Company

Directors

Name, etc.

Corporate
Management

Technology

Governance

AtsushiHoriba○○○Juichi
Saito○

Masayuki
Adachi

○

Jai
Hakhu

○

Hideyuki
Koishi○○

Energy &Environment

Bio &Healthcare

Materials &Semiconductor

Qualification/
doctorate○○

Doctor ofEngineering

○
○

○
○

Haruyuki
ToyamaAudit & Supervisory
Board Members

Expertise for the business fields thatrealize “Our Future”

Doctor ofEngineering○
Attorney-atlaw○

FumihikoMatsuda○○○Doctor ofMedicine

TomokoTanabe○○○MedicalDoctorHitoshi
Motokawa○

Keiji
Yamada○SayokoKawamoto○○

Notes: 1. This skill matrix lists the knowledge, insight and expertise necessary for Directors and Audit & Supervisory Board
Members of the Company, and areas in which the Company has particular expectations for each candidate are indicatedwith ○.
2. All candidates for Director have the international experience necessary for the Company’s global operation.
3. Items will be reviewed as needed based on the external environment and the condition of the Company.

23

■Independence Judgment Standards for Non-executive Directors and Outside Audit & Supervisory Board Members(determined in the meeting of the Board of Directors held on November 20, 2015)
The Company has established the following independence judgment standards for Non-executive Directors and Outside Audit& Supervisory Board Members, and Non-executive Directors and Outside Audit & Supervisory Board Members are judged
to have independence from the Company if the Non-executive Directors and Outside Audit & Supervisory Board Members
do not fall under any of the following items.
1. A person who is an executive (Note 1) of the Company or a subsidiary of the Company (hereinafter collectively referred
to as “the Group”) or has been an executive of the Group in the past ten years
2. A person who deals with the Group as a major business partner (Note 2) or is an executive thereof
3. A major business partner of the Group (Note 3) or is an executive thereof
4. A consultant, accounting expert or legal expert who obtains a large sum of money or other property (Note 4) other thanofficer remuneration from the Group (if the party who obtains said property is an organization such as a corporation or
an association, a person belonging to said organization)
5. A person who belongs to the auditing firm conducting statutory audits of the Group
6. A person who has received donations or subsidies in excess of a certain amount (Note 5) from the Group (if the party
who receives said donations or subsidies is an organization such as a corporation or an association, a person belonging
to said organization)
7. An executive of a principal financial institution (Note 6) from which the Group has borrowings, or the parent company
or a subsidiary thereof
8. A major shareholder (Note 7) of the Group, or if the major shareholder is a corporation, an executive of the corporation
9. An executive of a company in which the Group is a major shareholder
10. An executive of a company that has accepted a Director (regardless of whether full-time or part-time) from the Group,or the parent company or a subsidiary thereof
11. A person who has fallen under any of the above items 2. through 10. during the past three years
12. A close relative, etc. (Note 9) of a person falling under any of the above items 1. through 11. (limited to persons in key
positions (Note 8))(Note 1) Executive refers to an executive prescribed in Article 2, paragraph (3), item (vi) of the Regulations for Enforcementof the Companies Act of Japan, and includes not only executive directors, but also corporate officers and employees.
This does not include company auditors.
(Note 2) A person who deals with the Group as a major business partner is a business partner group (meaning a corporategroup made up of direct the business partner, the parent company and subsidiaries thereof, and the subsidiaries ofthe parent company; the same applies below) providing products or services to the Group, for which the transaction
amount in the most recent fiscal year is 5% or more of the annual consolidated net sales of said group.
(Note 3) A major business partner of the Group is a business partner group to which the Group provides products and services,where the transaction amount in the most recent fiscal year is 2% or more of the annual consolidated net sales of
the Group.
(Note 4) A large sum of money or other property refers to money or other property exceeding 10 million yen annually otherthan officer remuneration in the most recent fiscal year (if the party that obtained the property is an organizationsuch as a corporation or an association, monetary or other property gains exceeding 2% of the total amount ofrevenue during the most recent fiscal year of the organization).
(Note 5) Donations or subsidies in excess of a certain amount refer to donations or subsidies exceeding the higher of either
10 million yen annually on average for the past three fiscal years or 2% of the total revenue during the person’s
most recent fiscal year.
(Note 6) Principal financial institution refers to a financial institution from which the total amount of borrowings exceeds
2% of consolidated total assets of the Company at the end of the most recent fiscal year.
(Note 7) Major shareholder refers to a shareholder with 10% or more of voting rights (including both directly held andindirectly held).
(Note 8) Persons in key positions are directors (excluding Non-executive Directors), executives, corporate officers andemployees in senior management positions of a level of department manager or higher, in addition to persons
belonging to an audit firm or accounting firm who are certified public accountants, persons belonging to a law firm
who are attorneys, persons belonging to an incorporated foundation or an incorporated association who are officers
such as councilors, directors and auditors, and other persons objectively and rationally deemed to have equivalent
importance.
(Note 9) A close relative, etc. refers to a spouse or relative within the second degree of kinship.

24