Corporate Governance Report
Last Update: July 25, 2024

Sysmex Corporation
Kaoru Asano, President
Contact: Takashi Hatakeda, Executive Vice Presidentof Corporate Communication
Securities Code: 6869
https://www.sysmex.co.jp/en

The corporate governance of Sysmex Corporation (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information

1. Basic Views
The Company considers reinforcing corporate governance one of its most important management topics. We
aim to maximize the overall corporate value of the Group through enhancing management robustness andtransparency, as well as improving management speed and efficiency.
The Company has adopted the system of a company with an Audit and Supervisory Committee to reinforce
the Managing Board’s audit and supervisory functions and increase management transparency andobjectivity.
In addition, the Company has introduced the executive officer system to speed up decision-making of its
business execution and to respond more swiftly to changes in the business environment.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company implements all the principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code] Updated[Principle 1.4 Cross-Shareholdings]
Our basic policy is to create business opportunities, and to contribute toward the building, maintenance andstrengthening of relationships with collaborating partners, communities and society, in order to ensuresustainable increases in the Group’s corporate value.
When increasing or liquidating our holdings of shares in a particular company, as well as exercising voting
rights, we consider the economic rationality of investees’ moves from a medium- to long-term perspective,
relevance to management policy and status of relationships with collaborating partners and local
communities and society, and in connection with and forecasts for the regional economy and make decisions
after the Managing Board verifies the purpose and rationality of holding such shares each year.
The Management Board judges that the Company’s individual holdings is appropriate at the end of each halffiscal year.

-1-[Principle 1.7 Related Party Transactions]
Based on the Companies Act, competing transactions and conflict-of-interest transactions by members of
the Managing Board require Managing Board approval, in accordance with the Company’s Managing Board
Regulations. Furthermore, a member of the Managing Board who engages in such transactions shall reportthem to the Managing Board without delay.
Transactions with major shareholders that exceed certain provisions in the Managing Board Regulations anditems with a high level of importance require the approval of the Managing Board.
Also, the content of related party transactions, transaction conditions and the policy for determining
transaction conditions are disclosed in the Company’s securities report.
Furthermore, the Company regularly confirms with related parties that systems are in place to avoid being
disadvantageous to the Company.
[Principle 2.4 Ensuring Diversity, Including Active Participation of Women
Supplementary Principle 2.4.1
We have formulated the “Sysmex Way,” the corporate philosophy for the Sysmex Group, and our “Shared
Values*,” which state the following. “We honor diversity, respect the individuality of each employee, andprovide them with a workplace where they can realize their full potential. We value the spirit ofindependence and challenge, provide employees with opportunities for self-fulfillment and growth, andreward them for their accomplishments”. Based on this, we have in place a human resource development
system that develops capabilities in an ongoing and systematic manner. We promote diversity equity andinclusion, and we have introduced various systems in an effort to create a corporate culture that provides
diverse employees with a sense of unity globally and the ability to maximize their skills.
We are working to increase the female managers ratio and the ratio of mid-career recruits assigned to
management posts. The results of these efforts are disclosed in our integrated report.
Please refer to our website.
(https://www.sysmex.co.jp/en/ir/library/annual-reports/index.html)*This has been renamed. In previous fiscal years, this was called our "Core Behaviors.”[Principle 2.6 Performing Functions as Asset Owner of the Corporate Pension]
The Company invests defined benefit pension assets through a pension asset investment committee
composed of personnel who are suitably qualified to make pension investments. The status of investing ismonitored in accordance with the Fundamental Policy on Investing Pension Assets set forth by theCompany.
[Principle 3.1 Full Disclosure]
1. Corporate Philosophy, Business Strategies and Business Plans
The “Sysmex Way,” the corporate philosophy for the Sysmex Group, consists of three parts: the Mission,
which defines our social raison d'être and states how we hope to contribute to society; the Value, which
describes the values and management style that we must abide by; and the Mind, which expresses themindset and code of conduct that every employees within the Sysmex Group must observe. Based on thisframework, we have formulated our Shared Values, which that indicate the specific value we provide tocustomers, employees, business partners, shareholders and society.
Based on our mission stated in the Sysmex Way, of “shaping the advancement of healthcare,” we haveformulated a new long-term management strategy with fiscal 2033 as its final year. We aim to instill“confidence,” which lies at the core of our corporate philosophy, to all stakeholders in order to address
diverse and complex healthcare needs and solve various social issues.
Additionally, Sysmex has established a new long-term vision, “Together for a better healthcare journey.” We
will provide new value by creating innovations in the domain of in vitro diagnostics (IVD) as well as byexploring the domains of pre-symptomatic and preventive medicine and treatment, thus improving thelifelong healthcare journey of each individual. By doing so, we aim to be a company capable of generating¥1 trillion in net sales by fiscal 2033.
-2-

To achieve this vision, we have set mid-term management goals for the three years beginning in fiscal year
ended March 31, 2024 and identified key priority issues to address while implementing specific measures.
Please refer to our website (https://www.sysmex.co.jp/en) for more information on our corporate
philosophy, long-term management strategy and mid-term management plan.
2. Basic Views and Guidelines on Corporate Governance
Please refer to our website and the “I.1. Basic Views” section of this report.
(https://www.sysmex.co.jp/en/corporate/governance/corporate_governance.html)
3. Determining the Remuneration of the Senior Management and Members of the Managing Board(1) Policy
Compensation for members of the Managing Board (excluding members of the Audit and Supervisory
Committee and outside members of the Managing Board) divides broadly into three categories: fixedcompensation, performance-linked compensation and non-monetary compensation. This framework allows
the Company to adjust individual compensation in line with performance and vary the percentage ofcompensation received in each category by individual. Compensation for outside members of the Managing
Board comes solely from the fixed-compensation portion of compensation for members of the Managing
Board.
(2) Procedures
Based on the above-stated policy, total compensation amounts for members of the Managing Board(excluding Audit and Supervisory Committee members) are set within the scope approved at the general
meeting of shareholders. In accordance with internal regulations, compensation is divided into fixedcompensation, compensation as a medium- to long-term incentive, and performance-linked compensation.
Performance-linked compensation is calculated based on the current year's operating performance, as wellas on the results of the evaluation of the degree of achievement of targets as defined in the materiality-linked
sustainability targets, and in the mid-term management plan, which are set according to the roles andresponsibilities of each member of the Managing Board. Under authority delegated by the Managing Board,
the Compensation Committee determines individual compensation amounts for members of the Managing
Board (excluding members of the Audit and Supervisory Committee). The Audit and Supervisory
Committee, composed of three members of the Audit and Supervisory Committee (two of whom are outside
members of the Managing Board) confirm the appropriateness of the decision process and compensation
amounts. As the amount of compensation for each individual member of the Managing Board (excluding
members of the Audit and Supervisory Committee) is determined through these procedures, the Managing
Board has determined that the amount of compensation is appropriate.
4. Appointment and dismissal of the Senior Management and Nomination of Member of the Managing
Board Candidates(1) The Managing Board nominates candidates for internal members of the Managing Board (excluding
members of the Audit and Supervisory Committee) by considering the balance among knowledge,
experience and experience that facilitates accurate and swift decision-making, appropriate risk management,
the monitoring of business execution and the ability to cover the Company’s various functional divisions
and business divisions, as well as sufficient social credibility. In nominating outside members of theManaging Board (excluding members of the Audit and Supervisory Committee), the Managing Board’s
conditions are that candidates have abundant work experience and broad-based insight, and be able to offer
appropriate advice on the Company’s management.
If satisfying the above-stated selection criteria is problematic, the Managing Board shall decide on thedismissal of its members (excluding members of the Audit and Supervisory Committee).

-3-

In appointing member of the Audit and Supervisory Committee candidates, the Managing Board takes into
overall account the candidates’ knowledge of finance and accounting, understanding of the Company’s
fields of business and diverse perspectives on corporate management.
If satisfying the above-stated selection standards is problematic, the Managing Board shall decide on thedismissal of members of the Audit and Supervisory Committee, based on the consent of that committee.
(2) Procedures
Based on the above-stated policy, decisions on the nomination of candidates for or the dismissal of membersof the Managing Board are considered by the Nominating Committee, an advisory committee to theManaging Board, and resolved by the Managing Board. Proposals on the appointment and dismissal ofmembers of the Audit and Supervisory Committee are approved by the Audit and Supervisory Committee.
5. Explanations with Respect to the Individual Appointments and Dismissals
Career histories and reasons for appointment for each candidate nominated as a member of the Managing
Committee, as well as reasons for dismissal, are included in the convocation notice of the ordinary general
meeting of shareholders.
Supplementary Principle 3.1.3
Symex considers initiatives on sustainability to be important management priorities. To realize a sustainable
society and ensure the Company’s sustainable growth, we have identified priority issues (materiality) andare pursuing specific measures. In addition, we have formulated the Sysmex Eco-Vision 2023 based on ourEnvironmental Policy: “By shaping the advancement of healthcare, our global environmental conservation
activities contribute to the creation of a fulfilling and healthy society.” We are promoting environmental
conservation throughout product and service lifecycles and across the value chain of our business activities.
With regard to the impact of climate change on the Company, we have expressed our support for therecommendations of the TCFD and we are assessing risk and opportunities based on this framework. The
Company’s views are disclosed in the Sustainability Data Book.
Please refer to our website.
(https://www.sysmex.co.jp/en/csr/report/index.html)[Principle 4.1 Roles and Responsibilities of the Board (1)]Supplementary Principle 4.1.1
Based on laws and regulations, the Articles of Incorporation and Managing Board Regulations, theManaging Board defines matters for the board itself to handle, makes important management decisions andsupervises the execution of duties. Furthermore, the Company has adopted the executive officer system, andthe executive officers execute the duties for which they are responsible within the scope entrusted to themby the chairperson or president.
[Principle 4.9 Independence Standards and Qualification for Independent Members of the Managing Board]
Sysmex has formulated the following independence standards for outside members of the Managing Board.
If the outside members of the Managing Board do not fall under any of the following categories, they are
considered to be independent from the Company and present no risk of conflict of interest with generalshareholders.
(Relationships with the Company)(1) An executive1 or previous executive the Company or its subsidiaries (the “Sysmex Group”)(Major clients or suppliers)(2) A party whose major client is the Sysmex Group2 or an executive thereof(3) A major client of the Sysmex Group³ or an executive thereof(Specialized service providers)(4) A consultant, accountant or legal professional who receives a large amount of monetary consideration orother property4 from the Company besides executive compensation (if the party that has obtained theproperty is a corporation, partnership, or other organization, a person who belongs to the organization)-4-(5) A person who belongs to an auditing firm that performs statutory audits for the Sysmex Group(Donations or grants)(6) A person who receives donations or grants exceeding a certain amount⁵ from the Sysmex Group (If therecipient of the donations or grants is a corporation, partnership, or other organization, the executive of thatorganization)(Lenders)(7) Major financial insitution6 from which the Sysmex Group borrows or executives of such institutions’parent companies or subsidiaries(Principal shareholders)(8) A principal shareholder7 of the Sysmex Group or if the principal shareholder is a corporation, an
executive of that corporation(9) An executive of a company whose principal shareholder is the Sysmex Group(Mutual dispatch of executives)(10) An executive of a company whose relationship with the Sysmex Group involves the mutual dispatch ofoutside directors (an executive who is a member of the Sysmex Group who is an outside director of anothercompany, and an executive of another company who is an outside director of Sysmex)(11) A person who has been in the above categories (2) through (10) within the past three years(12) A close relative to a person8 (limited to people in important positions9) who falls into the above
categories (1) through (11)*¹ The term “executive” refers to an executive as defined in Article 2, Paragraph 3, Item 6 of the
Enforcement Regulations of the Companies Act, and includes not only executive directors but also
employees.
*² A party with Sysmex Group as a major client is a business partner that provides products or services toSysmex Group and whose transaction amount in the most recent fiscal year exceeds 2% of the annual
consolidated sales of the said business partner.
*³ A major client of the Sysmex Group means a business partner to whom the Sysmex Group provides
products or services and whose transaction amount in the most recent fiscal year exceeds 2% of the Sysmex
Group’s annual consolidated sales.
*⁴ Large amount of monetary consideration or other property refers to monetary or other property benefits inexcess of ¥10 million per year for the most recent fiscal year, other than executive compensation. (If theparty that has obtained the said property is a corporation, partnership, or other organization, this refers tomoney or other property benefit that exceeds 2% of the consolidated net sales of the organization in themost recent business year.)*⁵ Donations or grants exceeding a certain amount refers to donations or grants that exceed the higher of an
average of ¥10 million per year for the past three fiscal years or 2% of the person’s gross income for themost recent fiscal year.
*⁶ Major financial institution means a financial institution or other major creditor that is essential to thefinancing of Sysmex Group at the present time or has been over the past three years and for which there isno substitute.
*⁷ A principal shareholder is a shareholder who holds 10% or more of the voting rights (including both
direct and indirect holdings).
*8 A close relative means a spouse or relative within the second degree of kinship.
*9 A person in an important position is a director (excluding outside directors), an executive officer or
employee in a senior management position as a general manager or higher, a certified public accountant
belonging to an audit corporation or accounting firm, an attorney belonging to a law firm, an officer such astrustee, director or auditor belong to a foundation, incorporated association, school corporation, or othercorporation, or other person objectively and reasonably judged to be of equal importance.
[Supplementary Principle 4.10 Use of an Optional Approach]
Supplementary Principle 4.10.1
The Company’s Managing Board has established the Nominating Committee and Compensation Committee
as optional organizations to ensure the independence, objectivity, and accountability of the Managing Board
with respect to the consideration of particularly important matters, such as the nomination and compensationof members of the Managing Board and the management team. The majority of members of these-5-committees are independent outside members of the Managing Board, which enhances the soundness andtransparency of management.
[Principle 4.11 Preconditions for Managing Board Effectiveness]
Supplementary Principle 4.11.1
The Managing Board is composed of members having diverse knowledge, experience and expertise. We
strive to ensure appropriate diversity and scale, taking into account the overall balance of the Managing
Board.
The Managing Board (excluding members of the Audit and Supervisory Committee) nominates candidates
for members of the Managing Board who are capable of accurate and swift decision-making, appropriate
risk management, the monitoring of business execution and the ability to cover the Company’s various
functional divisions and business divisions. Work experience, age, nationality, race and origin, and gender
are not considerations.
A skills matrix that lists the knowledge and experience of candidates for members of the Managing Board isalso disclosed in the notice of the general meeting of shareholders.
Please refer to our website.
(https://www.sysmex.co.jp/en/ir/stocks_bonds/shareholders-meeting.html)
Candidates nominated as members of the Audit and Supervisory Committee have appropriate experienceand abilities and required levels of specialized knowledge. In particular, at least one nominated candidate
has appropriate knowledge of finance and accounting.
Supplementary Principle 4.11.2
In the event that members of the Managing Board concurrently hold executive positions at listed companies
other than the Company, the Company strives to ensure that the numbers of such posts are reasonable. Also,
important concurrent positions held by each member of the Managing Board are disclosed in the business
reports and reference documents for the general shareholder meeting.
Supplementary Principle 4.11.3
To enhance the functions of the Managing Board, the Company conducts an annual document-basedquestionnaire survey of all members of the Managing Board (including members of the Audit andSupervisory Committee) and the Managing Board confirms its own effectiveness by based on the aggregate
results. The questionnaire survey conducted this fiscal year confirmed that the Managing Board isfunctioning effectively and fulfilling its role appropriately. In addition, we have recognized the need for acontinued response, undertaking initiatives to further enhance effectiveness.
(Composition)
The scale of the Managing Board and the ratio of outside members of the Managing Board are generally
appropriate, both in nature and level of experience. To further improve its effectiveness, we have received,
and will continue to consider, opinions by outside members of the Managing Board on appointing membersof the Managing Board who have a high degree of diversity and expertise, including gender, internationality,
professional experience, and age, such as by increasing the ratio of women and foreign nationals on the
Board.
(Operation)
The provision of information necessary to discuss the Managing Board’s agenda is generally appropriate.
The Company is continually working to improve the Managing Board’s operation through the distributionof materials and the provision of explanations, as necessary, to outside members of the Managing Board,organizing points at issue, and providing related information necessary to understand the background.
Among efforts to encourage more active deliberation, we hold opinion exchange meetings attended only byoutside members of the Managing Board and are working to invigorate discussions by holding tours ofbusiness sites and holding exchange meetings with our executive officers. One issue that has been raised isthe early provision of materials. We are seeing some improvement compared to the previous fiscal year, and-6-

we will continue to work on providing them even earlier.
(Status of Agenda and Deliberation)
The time for addressing and deliberating the Managing Board’s agenda is appropriate, and we strive toprovide individual members of the Managing Board with an understanding of agenda items and information
prior to meetings, as well as to leverage their knowledge and experience to engage in deliberation. Decisionmaking on items of management importance is conducted appropriately, taking into account the objective
and rational opinions of outside members of the Managing Board.
[Principle 4.14 Training of Members of the Managing Board and Corporate Auditors]
Supplementary Principle 4.14.2
The Company conducts lectures for members of the Managing Board according to their expected roles andresponsibilities, with content appropriate to the Companies Act and the current state of affairs. In addition,
we provide opportunities to attend outside training sessions, lectures and networking events. In these ways,
we endeavor to help them gain the necessary knowledge and promote an understanding of their roles andresponsibilities as members of the Managing Board.
At the time of their appointment, the Company holds briefings and tours of various business offices foroutside members of the Managing Board to foster an understanding of the Company’s businesses andfunctions. We also create opportunities for providing further information thereafter, as necessary.
[Principle 5.1 Policy for Constructive Dialogue with Shareholders]
1. The Company considers dialogue with shareholders to be important from the perspective of sustainablegrowth and long-term increases in corporate value. For this reason, we strive to engage proactively in
dialogue with shareholders. The department in charge of IR conducts business results briefings and a host ofother activities, centering on the chairperson, president and the executive in charge of IR, to enhanceshareholders’ understanding of the Company’s management policies, management plans and businessstrategies. Furthermore, in response to shareholder requests for dialogue (meetings), when reasonably
possible and as necessary these requests are handled by members of the Managing Board (including outside
members of the Managing Board) and executive officers.
2. Related internal departments assisting with this dialogue actively cooperate in seeking to ensure
constructive dialogue by preparing disclosure materials and sharing information.
3. In addition to individual meetings, the Company holds business results briefings for investors, as well as
Company tours. We also endeavor to enhance such activities in response to investors’ opinions and requests.
4. Shareholder opinions ascertained through dialogue are communicated via meeting reports. This
information is provided as feedback to members of the Managing Board, executive officers and related
departments, thereby sharing and utilizing this information.
5. In the period leading up to results announcements, the Company maintains a quiet period, during which it
limits its dialogue with investors. In addition, to prevent insider information from leaking outside theCompany, the Company manages information strictly in accordance with internal regulations (regulations
on managing corporate confidentiality).
[Actions to realize management conscious of cost of capital and stock price] [English language disclosure
available].
As disclosed in the financial results presentation material on the Company's website, as part of efforts tostrengthen our management foundation, we will analyze and monitor “ROIC sensitivity,” which describes
how fluctuations in individual drivers impacts ROIC, as well as what drivers are most effective for theCompany, formulate and implement improvement measures, and otherwise enhance awareness about cost ofcapital.
Japanese: URL(https://www.sysmex.co.jp/ir/library/quarter/index.html)
English:URL(https://www.sysmex.co.jp/en/ir/library/quarter/index.html)-7-

2. Capital Structure
Foreign Shareholding Ratio

More than 30%[Status of Major Shareholders] Updated
Name / Company Name
The Master Trust Bank of Japan, Ltd.
Custody Bank of Japan, Ltd.
The Kobe Yamabuki Foundation
Nakatani Foundation for Advancement of
Measuring Technologies in Biomedical
Engineering

Number of Shares Owned
25,453,500
12,048,562
12,000,000
11,830,800

Percentage (%)
12.16
5.76
5.73
5.65

Nakatani Kosan, Ltd.

10,519,000

5.02

Kazuko Ietsugu
Taeko Wada
Rusoru.Ltd.
SSBTC CLIENT OMNIBUS ACCOUNT
Tadako Nakatani

6,094,100
6,094,100
4,750,000
4,301,647
4,012,800

2.91
2.91
2.27
2.05
1.92

Controlling Shareholder (except for Parent
Company)—

Parent Company

None

Supplementary Explanation

Updated

1.The status of shares by voting category is outlined below.
Status of Voting Rights on Outstanding Stock (As of March 31, 2024)
Category
Non-voting shares
Shares with restricted voting rights

Number of shares

Number of voting rights

Details

—
—

—
—

—
—

—

—

—

—

—

(treasury stock, etc.)
Shares with restricted voting rights(other)Shares with full voting rights (treasury
stock, etc.)
Shares with full voting rights (other)

Shares of less than one trading unit
Number of shares issued
Total shareholder voting rights

Common stock
447,600
Common stock
209,243,200

2,092,432

Common stock
99,572——
Shares constituting less than
one trading unit (100 shares)

209,790,372

—

—

—

2,092,432—

2.In the Change Report of Statement of Large-Volume Holdings, which is available for public inspection as
of February 6, 2024, Baillie Gifford & Co. and one of its joint holders owned the following shares as ofNovember 10, 2023. However, the Company is unable to confirm the number of shares actually held by thesecompanies as of March 31, 2024, and therefore these companies are not included in the above list of major
shareholders. The contents of that Statement of Change Report of Large-Volume Holdings are as follows.
-8-Name or designation
Number of shares held
(Baillie Gifford & Co.)
4,185,400(Baillie Gifford Overseas Limited)
6,228,494

Percentage of shares held
2.00
2.97

3. Corporate Attributes
Listed Stock Market and Market Section
Fiscal Year-End
Type of Business
Number of Employees (consolidated) as of the End of
the Previous Fiscal YearSales (consolidated) as of the End of the Previous Fiscal
Year
Number of Consolidated Subsidiaries as of the End of
the Previous Fiscal YearTokyo Stock Exchange, Prime Market
MarchElectric Appliances
More than 1000
From ¥100 billion to less than ¥1 trillion
From 50 to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder—

5. Other Special Circumstances which may have Material Impact on Corporate Governance—

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Forma company with an Audit and Supervisory Committee[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board
Number of Directors
Appointment Status of Outside Members of theManaging Board
Number of Outside Directors
UpdatedNumber of Independent Directors

No maximum stipulated
1 years
Chairperson (unless serving simultaneously as president)
12
Appointed
55-9-Outside Directors’ Relationship with the Company (1) Updated
Name

Attribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

K

Kazuo Ota
From another company△
Haruo Inoue
From another company△
Yuka Fujioka
From another company
Kazumasa Hashimoto From another company
Michihide Iwasa
From another company* Categories for “Relationship with the Company”* ”○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a director/kansayaku
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/kansayaku are mutually
appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others
UpdatedOutside Directors’ Relationship with the Company (2)Name

Kazuo Ota

MembershipofSupervisory
Committee

Designationas
Independent
Director○

Supplementary
Explanation of
the Relationship

Reasons of Appointment

Mr. Ota worked for
Kawasaki Heavy
Industries, Ltd.,
which is a business
partner with theCompany.
However,transactions
between theSysmex Group and

Mr. Ota has abundant
management experience anddeep insight as a manager of a
globally operating company.
We believe he apply thisexperience and insight to theCompany’s management,
fulfilling the role ofmanagement oversight andensureing the adequacy and- 10 -

○Haruo Inoue

Kawasaki Heavy
Industries accountfor less than 2% ofeach company’s
consolidated net
sales. He meets theCompany’s
IndependenceStandards andQualification for
Independent
Members of theManaging Boardand satisfies theTokyo Stock
Exchange’s criteria
for independent
directors.
Although heworked for many
years at MUFG
Bank, Ltd., withwhich the Company
has transactions, thebank is neither afinancial institution
on which theCompany relies tothe extent that it is
not substitutable
nor a business
partner that has
influence over theCompany’s decision
making.
Furthermore, theCompany has
regular transactions
with Mitsubishi
UFJ NICOS Co.,
Ltd. as a generalcustomer. However,
the amount oftransactions with
Mitsubishi UFJ
NICOS Co., Ltd.
accounts for lessthan 1% of eachcompany’s- 11 -

appropriateness of decisionmaking.
There are no personal
relationships between Mr. Otaand executives of Sysmex, nor
is he likely to influence
decisions by shareholders orinvestors. He is also unlikely
to have any conflicts ofinterest with generalshareholders. We havetherefore designated him as anindependent director.

Mr. Inoue is appointed as an
outside member of theManaging Board in the
expectation that he will utilize
his knowledge on finance,
financial accounting, risk
management, etc., as acorporate manager of afinancial institution, as well as
his abundant experience anddeep insight in the businessworld and to help ensure thevalidity and appropriateness of
the Company’s decisionmaking through supervision ofits management.
There are no personal
relationships between Mr.
Inoue and executives of
Sysmex, nor is he likely to
influence decisions byshareholders or investors. He
is also unlikely to have any
conflicts of interest withgeneral shareholders. We havetherefore designated him as anindependent director.

○

consolidated net
sales. He, therefore,satisfies the
IndependenceStandards for
Outside Membersof the Managing
Board establishedby the Company
and therequirements for an
Independent
Member of theManaging Board as
stipulated by the
Tokyo Stock
Exchange, Inc.
-○—

Yuka Fujioka○
Kazumasa Hashimoto- 12 -

Yuka Fujioka is appointed as a
candidate for a Member of theManaging Board (Outside) inthe expectation that she would
utilize her global perspective
and deep knowledge fosteredover rich overseas experience,
abundant experience inmanagement, and deep insightfor management of theCompany and to help ensure
the validity andappropriateness of theCompany’s decision making
through supervision of its
management.
There are no personal
relationships between Ms.
Fujioka and executives of
Sysmex, nor is she likely to
influence decisions byshareholders or investors. She
is also unlikely to have any
conflicts of interest withgeneral shareholders. We havetherefore designated her as anindependent director.
Based on his abundant
experience and deep insight
into finance and accounting asa manager of a financial
institution, we believe that Mr.

○

○

—

Michihide Iwasa- 13 -

Hashimoto will be able, fromhis position as a member ofthe Audit and Supervisory
Committee, to fulfill the roleof ensuring managementsoundness and transparency, as
well as the auditing andsupervisory functions.
There are no personal
relationships between Mr.
Hashimoto and executives of
Sysmex, nor is he likely to
influence decisions byshareholders or investors. He
is also unlikely to have any
conflicts of interest withgeneral shareholders. We havetherefore designated him as anindependent director.
Based on his abundant
experience and deep insight
into corporate management,
we believe that Mr. Iwasa will
be able, from his position as amember of the Audit andSupervisory Committee, to
fulfill the role of ensuring
management soundness andtransparency, as well as theauditing and supervisory
functions.
There are no personal
relationships between Mr.
Iwasa and executives of
Sysmex, nor is he likely to
influence decisions byshareholders or investors. He
is also unlikely to have any
conflicts of interest withgeneral shareholders. We havetherefore designated him as anindependent director.

[Audit and Supervisory Committee]
Committee’s Composition and Attributes of Chairperson

Audit
and
Supervisory
Committee

All Committee
Members

Full-timeMembers

Inside Directors

OutsideDirectors

Chairperson

3

1

1

2

Inside Director

Appointment of Directors and/or Staff to
Support the Supervisory Committee

Appointed

Matters Related to the Independence of Such Directors and/or Staff from Executive Directors
At Sysmex, the Internal Audit Office provides organizational assistance for the duties of the Audit andSupervisory Committee.
When employees at the Internal Audit Office assist the Audit and Supervisory Committee in its duties, theyobey the Audit and Supervisory Committee’s orders and instructions.
To ensure the independence of members of the Managing Board (excluding members of the Managing Board
who are Audit and Supervisory Committee members), personnel matters involving employees of the Internal
Audit Office (including appointments, transfers and disciplinary actions) are discussed in advance with the
Audit and Supervisory Committee.

Cooperation among Supervisory Committee, Accounting Auditors and Internal Audit Departments
The Audit and Supervisory Committee also maintains close relations with the internal audit divisions anddivisions in charge of internal control in conducting audits. A system is also in place for the committee toissue directions to the internal audit divisions, if necessary.
The Audit and Supervisory Committee works closely with the accounting auditors to confirm the audit plans
and the audit results, exchanging information and opinions, such as when conducting internal control related
to financial reporting.
[Voluntary Establishment of Nomination/Remuneration Committee]
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Established

Committee’s Name, Composition, and Attributes of Chairperson

Committee’s Name

Committee
Corresponding
Nomination Committee
Nominating Committee

All Committee Members

7

7

Full-time Members

00Inside Directors

3

3- 14 -

toCommittee
Corresponding
Remuneration Committee
Compensation CommitteetoOutside Directors

44Outside Experts

0

0

Other

0

0

Chairperson

Outside member of the Managing
Board

Outsaide member of the Managing
Board

Supplementary Explanation
As an advisory body to the Managing Board, the Nominating Committee nominates and recommends
dismissal of members of the Managing Board and executive officers. The Compensation Committee
recommends decisions on compensation and bonuses for members of the Managing Board and executive
officers. Outside members of the Managing Board make up more than half of the members of eachcommittee. In this way, the Company ensures the soundness and transparency of management andstrengthens management supervision and auditing functions.
[Independent Directors]
Number of Independent Directors

Updated5

Matters relating to Independent Directors
All the Company’s outside officers qualify as independent officers and are designated as independent officers.
[Incentives]
Incentive Policies for Directors

Performance-linked Remuneration / Stock Options

Supplementary Explanation
As one aspect of its efforts to reinforce the corporate governance system, in July 2005 the Company
introduced a performance-based executive remuneration system to clarify responsibility for success.
Compensation for members of the Managing Board (excluding members of the Audit and Supervisory
Committee and outside members of the Managing Board) divides broadly into three categories: fixedcompensation, performance-linked compensation and non-monetary compensation. Performance-linked
compensation is distributed to individual officers based on success.

Recipients of Stock Options

Inside Directors / Employee / Subsidiaries’ Directors /Subsidiaries’ Employee

Supplementary Explanation
The Company granted stock options on September 20, 2019, in order to enhance the motivation and moraleof members of the Managing Board and employees of the Company and its subsidiaries, as well as toencourage employee participation in management.

- 15 -

[Director Remuneration]
DisclosureofIndividual
Remuneration
Supplementary Explanation

Directors’

Selected Directors

Updated<Remuneration Paid to the Company’s Members of the Managing Board in the Fiscal Year Ended March
31, 2024>
Executive category
Members of the Managing Board (excluding members of
the Audit and Supervisory Committee)(Excluding outside members of the Managing Board)
Total amount of remuneration¥807 million
Fixed compensation¥213 million
Non-monetary compensation¥28 million
Performance-linked compensation¥565 million
Number of executives
7
Executive category

Total amount of remuneration
Fixed compensation
Non-monetary compensation
Performance-linked compensation
Number of executives

Members of the Managing Board (members of the Audit
and Supervisory Committee)(Excluding outside members of the Managing Board)¥20 million¥20 million——
1

Executive category
Total amount of remuneration
Fixed compensation
Non-monetary compensation
Performance-linked compensation
Number of executives

Outside executives¥36 million¥36 million——
5(Note) The above-stated information includes members of the Managing Board who stood down during the
fiscal year ended March 31, 2024
<Executives Receiving Total Compensation of ¥100 Million or More>
Name
Hisashi Ietsugu
Executive category
Member of the Managing Board
Company category
Company submitting report
Total amount of remuneration¥243 million
Fixed compensation¥52 million
Non-monetary compensation¥6 million
Performance-linked compensation¥184 million
Name
Executive category
Company category

Kaoru Asano
Member of the Managing Board
Company submitting report- 16 -

Total amount of remuneration
Fixed compensation
Non-monetary compensation
Performance-linked compensation¥222 million¥52 million¥6 million¥163 million

Name
Executive category
Company category
Total amount of remuneration
Fixed compensation
Non-monetary compensation
Performance-linked compensation

Kenji Tachibana
Member of the Managing Board
Company submitting report¥122 million¥31 million¥4 million¥86 million

Name
Executive category
Company category
Total amount of remuneration
Fixed compensation
Non-monetary compensation
Performance-linked compensation

Iwane Matsui
Member of the Managing Board
Company submitting report¥106 million¥30 million¥4 million¥72 million(Notes)1. The amount of remuneration paid to members of the Managing Board does not include employee salaries
paid to members of the Managing Board who are concurrently employees. Fixed compensation for membersof the Managing Board (including outside members of the Managing Board but excluding the Chairman,
President and CEO) and executive officers averages ¥17 million.
2. At the 49th Ordinary General Meeting of Shareholders on June 24, 2016, a resolution was passed to limit
annual remuneration for members of the Managing Board (excluding members of the Audit and Supervisory
Committee) to within ¥1.0 billion, and annual remuneration for members of the Managing Board who aremembers of the Audit and Supervisory Committee to within ¥80 million.
3. As of March 31, 2024, members of the Managing Board (excluding members of the Audit andSupervisory Committee) numbered 9 (of which, three were outside members of the Managing Board), andmembers of the Managing Board who were also members of the Audit and Supervisory Committee number
three (of which, two were outside members of the Managing Board).
4. Ownership of shares in the Company by members of the Managing Board and executive officers
A certain portion of fixed compensation for members of the Managing Board and executive officers isapplied toward the purchase of the Company’s stock in the aim of bolstering shareholder value by
motivating management to pursue long-term increases in corporate value. The Company aims for the
Chairman, President and CEO to hold shares worth five times his fixed compensation, and for othermembers of the Managing Board and executive officers to hold shares worth twice their fixedcompensation, and for them to hold the acquired shares during their terms of office. As of March 31, 2024,
the Chairman, President and CEO held 616 thousand shares (94 times fixed compensation), and othermembers of the Managing Board and executive officers (only those who hold shares) held an average of 13
thousand shares in the Company (5 times fixed compensation).

- 17 -

Policy on Determining Remuneration Amounts
and Calculation Methods Updated

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
Sysmex’s policy on determining remuneration amounts and calculation methods for members of theManaging Board (excluding members of the Audit and Supervisory Committee and outside members of theManaging Board) uses a performance-linked method that clarifies responsibilities for success.
Compensation for members of the Managing Board (excluding members of the Audit and Supervisory
Committee and senior executive officers of the Managing Board) divides broadly into three categories:
fixed compensation, performance-linked compensation and non-monetary compensation. Fixedcompensation comprises compensation for members of the Managing Board and compensation for businessexecution. Position-specific factors (related to the scale and responsibility of members of the Managing
Board, as well as the degree of their impact on Group management) are used to determine disbursements.
Performance-linked compensation is linked to consolidated operating performance for the Group, using
profit attributable to owners of the parent as an indicator. This indicator refers to net earnings for the
consolidated fiscal year (sales net of expenses and profit or loss), which the Company considers anappropriate indicator for performance-linked compensation. Performance-linked compensation amounts are
multiplied by a variable compensation factor within 3% of profit attributable to owners of the parent todetermine the total amount of variable compensation, which is disbursed on an individual basis inaccordance with success. As non-monetary compensation, Sysmex uses an officer shareholding association
system to facilitate monthly purchases of Sysmex shares for a specific amount (compensation as a mediumto long-term incentive) and other share compensation (such as stock options). By encouraging officers toacquire and hold the Company’s shares, Sysmex aims to enhance corporate value from a shareholder
perspective, boost the incentive to enhance corporate performance over the medium to long term andaugment personnel retention. Position-specific factors (related to the scale and responsibility of members of
the Managing Board, as well as the degree of their impact on Group management) are used as standards fordetermining share purchase amounts and numbers. Compensation paid to members of the Audit andSupervisory Committee (excluding outside members of the Managing Board) and outside members of theManaging Board comes solely from the fixed-compensation portion of compensation for members of theManaging Board.
The individual compensation of members of the Managing Board (excluding members of the Audit andSupervisory Committee) is determined by the Compensation Committee, to which this task is delegated by
the Managing Board. The decision-making process and the appropriateness of the amount of compensation
are verified by the Audit and Supervisory Committee, which consists of three members (two of whom areoutside members of the Managing Board). As the individual compensation of members of the Managing
Board (including members of the Audit and Supervisory Committee) has been determined through theseprocedures, the Managing Board has determined that the content of the individual compensation isappropriate.

[Supporting System for Outside Directors]
Outside members of the Managing Board obtain necessary information by attending meetings and byaccessing various databases. No dedicated staff is provided, but outside directors are provided support via the
Corporate Executive Office and the Internal Audit Office, which is the Company’s internal audit division.

- 18 -

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)

UpdatedThe Managing Board consists of 12 members (including one woman). The board, which meets regularly
once a month, in principle, and convenes extraordinary meetings as necessary, is the body for making
important management decisions and supervising executive officers. Furthermore, to ensure a higher rate ofeffectiveness, we have set 75% as the minimum rate of meeting attendance for each member of theManaging Board.
The Global Strategic Committee consists of the chairperson, president and executive officers with positions
who are designated by the chairperson and serves as an advisory body to assist decision-making by thepresident. As a rule, this committee meets once a month to deliberate and discuss the Group’s medium- tolong-term management direction and important strategies and issues.
The Steering Committee consists of the chairperson, president, executive officers and members of the Audit
and Supervisory Committee (excluding outside members of the Managing Board). The committee meetsonce a month, in principle, to discuss, deliberate and report on projects that are important projects withregard to advancing the Group’s plans for the fiscal year.
The Internal Control Committee is made up of the chairperson, president, senior executive officers andmembers of the Audit and Supervisory Committee (excluding outside members of the Managing Board).
The committee serves as an advisory body to the president, who chairs the committee. As a rule, thecommittee meets four times each year to deliberate and report on important matters related to the Group’s
overall internal controls, including risk management.
The Compliance Committee comprises executive officers and some division leaders. The committee meets
twice each year, in principle, to deliberate and report on important matters related to Group compliance.
In the fiscal year ended March 31, 2024, the Managing Board met 17 times, the Global Strategic Committee
13 times and the Steering Committee 20 times to address matters relating to management strategy andimportant issues facing the Group.
The Internal Audit Office, consists of 13 employees, and internal audit offices are in place at key
subsidiaries. These offices confirm and evaluate the establishment and operational status of the Company’s
internal control system from the perspective of the sound development of the Group, issue reports based on
the results of its activities, promote appropriate execution of business through improvements, advice andproposals, and conduct internal audits to contribute to the sound management of the Group.
Sysmex’s Audit and Supervisory Committee comprises three members, two of whom are appointed as
outside members of the Managing Board. Audit and Supervisory Committee members attend meetings of
the Audit and Supervisory Committee, Managing Board, Global Strategic Committee and Steering
Committee, Internal Control Committee and Compliance Committee, providing a structure that enables theappropriate monitoring of business execution by members of the Managing Board. The Audit andSupervisory Committee met 17 times in the fiscal year ended March 31, 2024. The Audit and Supervisory
Committee also maintains close relations with the internal audit divisions and divisions in charge of internal
control in conducting audits. A system is also in place for the committee to issue directions to the internal
audit divisions, if necessary. The Audit and Supervisory Committee works closely with the accounting
auditors to confirm the audit plans and the audit results, exchanging information and opinions, such as when
conducting internal control related to financial reporting. Going forward, the Audit and Supervisory
Committee will continue to enhance management soundness by auditing and supervising members of the- 19 -

Managing Board, as appropriate, based on laws and regulations.
The Audit and Supervisory Committee will work closely with the accounting auditors on the audit plans report(annual) and the audit results reports (annual), exchanging information and opinions as necessary, such as
when conducting internal control audits related to financial reporting.
The Company has contracted with Deloitte Touche Tohmatsu LLC to perform a certified public accountants
audit. In addition to conducting an audit of the entire Sysmex Group, the Company maintains an environmentthat makes it possible to rapidly cope with changes in the accounting system.
The Company has contracts in place with several law offices and maintains a structure to solicit and obtainadvice on important matters as necessary.

3. Reasons for Adoption of Current Corporate Governance System
To reinforce the Managing Board’s audit and supervisory functions, enhance management transparency andobjectivity, the Company has adopted the system of a company with an Audit and Supervisory Committee.
The Company has appointed multiple independent outside members of the Managing Board. These
members have extensive knowledge and deep insight related to corporate management and business. The
Company believes that these members further invigorate deliberations, facilitate appropriate decisionmaking and ensure highly effective supervision of business execution. Of the three members of the Audit
and Supervisory Committee, two are independent outside members of the Managing Board. In this manner,
we are working to reinforce and enhance the auditing and supervisory functions. We have also introduced an
executive officer system to increase the speed of business execution and decision-making, as well as torespond swiftly to changes in the operating environment.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights Updated
Early Notification of General
Shareholder Meeting
Scheduling AGMs Avoiding
the Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform
Providing Convocation Noticein English
Other

Supplementary Explanations
To encourage the exercise of voting rights, the Company sends out its
convocation notices earlier than the statutorily required two weeks prior to
the general shareholder meeting.
The Company sets its general shareholder meeting date to encourage
attendance by numerous shareholders.
The Company allows for the Internet-based exercise of voting rights in orderto provide choices for exercising voting rights, increase convenience andenable numerous shareholders to exercise their voting rights.
The Company employs a platform to improve the environment for the
exercise of voting rights by institutional investors.
The Company prepares an English translation of the convocation notice(summary), which it provides to foreign shareholders.
Slide images are used during the reporting of reporting items at the generalshareholder meeting in order to provide easy-to-understand explanations.
Also, the Ordinary General Meeting of Shareholders is simultaneously
broadcast on our website. After the meeting, a video of the meeting isavailable on the website.

- 20 -

2. IR Activities

UpdatedSupplementary Explanations

Preparation and Publication ofDisclosure Policy
Regular Investor Briefings for
Individual Investors

Regular Investor Briefings forAnalysts and Institutional
Investors

Regular Investor Briefings forOverseas Investors

Posting of IR Materials on
WebsitePosted on the Company’s website
To provide an overview of the Company explaining
its strategies, the Company strives to encourage abetter understanding among individual investors. To
this end, the Company regularly (typically, once or
twice each year) participates in briefings forindividual investors sponsored by securities
companies and other parties. Going forward, we will
participate in events to introduce the Company anddisseminate information via our corporate website andother online methods, considering these and otherways to hold a wide range of events in an optimal
manner.
The Company conducts business results briefings
promptly following its announcement of fiscal yearend and interim financial results. To make thesemeetings more accessible to analysts andinstitutional investors, we are holding them in a
hybrid (combined in-person and online) format. In
the fiscal year ended March 31, 2024, in addition tobusiness results briefings we held an ESG briefing.
We will continue to consider the best content andformat for the event to attract a large number of
institutional investors and analysts.
The Company regularly (two or three times eachyear) meets individually with overseas institutional
investors, as well as communicating via telephone
and online, to explain its financial reports and future
strategies. The Company also participates inconferences (briefings) sponsored by securities
companies. In addition, we promote fair disclosure
by posting on the web not only English-language
versions of our presentations but also Englishlanguage scripts.
The Company discloses various IR-related materials
on its website (in Japanese and English), including theposting of voice recordings of business results
briefing, scripts and the materials distributed at thesemeetings, in an effort to promote fair disclosure. As
IR materials, the Company posts financial
information, presentation materials, securities reports(including quarterly financial results), integrated
reports, and a video overview of the Company, as well

- 21 -

Explanations by the
Representative
Himself /Herself
—
Yes

Yes

Yes

—

Establishment of Department
and/or Manager in Charge of
IR
Other

as messages from the President and explanations of
the state of corporate governance.
The IR Department is responsible for IR activities,
working with the chairperson, the president and the
director in charge of IR on the Company’s IR
activities.
———

Updated

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of Internal Rules Sysmex has formulated a variety of regulations aimed at respecting thefor Respecting the Position of position of shareholders. These include Insider Trading Regulations,
Environmental Manual Management Regulations, Personal Information
Stakeholders
Protection Regulations, Compliance Regulations and Ethics Regulations on
Clinical Research and Development.
Implementationof Sysmex has identified priority issues (materiality) with a view to realizing aEnvironmental Activities, CSR sustainable society and achieving sustainable growth for Sysmex. We havedeveloped these issues into an action plan that we are enacting. In fiscal
Activities etc.
2023, we formulated a new long-term vision and management strategy andrevised our materiality items, setting five themes: “creation of new value fora healthy society,” “provision of responsible products, services andsolutions,” “realization of an attractive workplace, “reduction ofenvironmental burden,” and “reinforcement of governance”. We haveestablished sustainability targets tied to these materiality themes. Related
departments reflect these targets in their promotion of execution plans andactivities.
The Environmental Management Committee, which is chaired by theenvironmental management officer, formulates specific environmental
action plans based on the Company’s environmental policy and long-term
environmental vision, and promotes initiatives. In May 2023, we formulated
the new Sysmex Eco-Vision 2033 as our long-term environmental vision.
We will collaboratively create innovative solutions that will advance therealization of a circular society by taking on the challenge of green
innovation with stakeholders and utilizing Sysmex’s strengths. Furthermore,
we have set targets for reducing our own greenhouse gas emissions tobecome carbon neutral by 2040. The targets also include reducing water
consumption, waste, as well as for increasing the recycling rate. In January
2021, the Company stated its agreement with the recommendations of the
Task Force on Climate-related Financial Disclosures (TCFD). Based on thisframework, the Company’s managing bodies, including the Managing
Board, have identified risks and opportunities related to climate change. The
Company has conducted a scenario analysis of the financial impact of therisks and opportunities that were identified and disclose the results in our
Sustainability Data Book.
The Sustainability Data Book complements the Sysmex Report (anintegrated report), reporting detailed information to stakeholders about
Sysmex’s sustainability activities during the fiscal year.
- 22 -

Development of Policies on
Information
Provisionto
Stakeholders

Other

Both publications are provided on the Company’s website and the Tokyo
Stock Exchange’s Company Announcements Service.
In accordance with its information disclosure regulations, the Company
discloses information in line with the laws and regulations on the exchangeof financial instruments and timely disclosure regulations of financial
instruments exchanges. The Company also has set its own voluntarystandards for information disclosure that include information not subject totimely disclosure regulations, and has formulated a basic policy on
information disclosure that strives to disclose information proactively andfairly.
—IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development Updated
1. Basic Policy(1) Sysmex Corporation and its Subsidiaries (the “Sysmex Group”) has defined its corporate behaviors
toward stakeholders based on the “Sysmex Way”, the Group corporate philosophy that serves as acornerstone for all Sysmex Group activities by defining our stance, directions of pursuit and values, andShared Values toward stakeholders. Executives and employees conduct business activities in accordancewith this Shared Values .
(2) Sysmex has established and applies a system required for ensuring appropriate operations, which forms
the basis for processes required for maintaining organizational soundness and, by realizing the “Sysmex
Way”, contributes toward the achievement of business objectives and the enhancement of corporate value.
(3) The Managing Board has formulated the Basic Policy for the Internal Control System outlined. The
board directs and supervises the implementation status of internal controls, confirms the status of its
maintenance and operation, as well as its appropriateness, making revisions as necessary. To augment
effectiveness, the Internal Control Committee and a specialized organization have been established asorganizations dedicated to internal control, which maintain and apply the internal control system. This
committee is chaired by the president and representative director, who has overall responsibility for internal
control.
2. Systems to Ensure the Appropriateness of Business Activities in the Corporate Group
Sysmex has formulated the “Sysmex Way” and Shared Values based on this philosophy and promotes
appropriate operations throughout the Group. In accordance with the Basic Policy for the Internal Control
System formulated by the Managing Board, Sysmex promotes the overall maintenance and application ofinternal control across the Group, centered on the Internal Control Committee and a specialized organization
for internal control. In each control area, such as compliance and risk management, Sysmex has establishedadministrative sections and committees, formulated related global regulations, and put in place and operatesa system to ensure operational appropriateness as a group.
Internal audit offices are in place at key subsidiaries, and Sysmex’s Internal Audit Office conducts audits of
the Sysmex Group as a whole from a regional and companywide perspective. Based on its regulations
relating to the management of affiliated companies, Sysmex respects the autonomy of the management ofsubsidiaries and other affiliated companies and ensures the appropriateness of business activities throughout
the Sysmex Group by such means as periodic reporting on the details of their business activities andadvance discussion concerning important matters.

- 23 -

3. System for Ensuring the Execution of Duties Is Compliant with the Law and the Articles of Incorporation
The Sysmex Group defines compliance as “the conduct of open and aboveboard business activities on thebasis of observance of laws and regulations and high ethical standards” and maintain a system to ensurecompliance as described below.
Recognizing that compliance countermeasures are the first and most important way to maintain society’s
trust and counter risk, Sysmex operates a groupwide risk management system, under which the Compliance
Committee is established as the umbrella organization for compliance. The Sysmex Group has formulated a
Global Compliance Code that applies to employees and members of the Managing Board and rigorously
ensures compliance through education and training. The Sysmex Group promotes the rapid detection andcorrection of violations of the law or the Articles of Incorporation by means of an internal compliancerelated reporting system, and conducts audits of the compliance structure by means of the Internal Audit
Office.
4. System for the Retention and Management of Information
Sysmex has formulated Global Document Management Regulations. In accordance with these regulations,
the Group appropriately retains and manages minutes of Managing Board and other important meetings, aswell as other information relating to the execution of duties by members of the Managing Board, andmaintains the information in a state available for inspection as necessary.
5. Regulations Concerning the Management of Risk and Other Systems
To maintain a structure concerning risk management, Sysmex complies with risk management regulations
and strives to mitigate risk, centered on the Internal Control Committee, for the integrated management ofinternal control throughout the Group. The Internal Control Committee endeavors to discover foreseeable
risks, select the most important of these risks, clarify the sections responsible for coping with risks, workwith these sections, business divisions and other risk owners, establish countermeasures and confirm theimplementation status of these countermeasures.
6. Systems to Ensure the Efficient Execution of Duties
Sysmex has positioned the Managing Board as the institution to make important management decisions andsupervise the execution of duties. The Company has introduced the executive officer system to be capableof making swifter operating decisions and reinforce management functions in order to respond quickly tochanges in the business environment.
The Sysmex Group clarifies decision-making procedures and ensures efficient business operations based onorganization regulations, scope of authority regulations, regulations concerning the management ofaffiliated companies, and others. In addition, the Group formulates mid-term plans and annual management
plans, periodically confirms the progress made with those plans and takes any necessary measures.
7. Assignment of Employees to Assist the Audit and Supervisory Committee
At Sysmex, the Internal Audit Office provides organizational assistance for the duties of the Audit andSupervisory Committee.
When employees at the Internal Audit Office assist the Audit and Supervisory Committee in its duties, theyobey the Audit and Supervisory Committee’s orders and instructions.
To ensure the independence of members of the Managing Board (excluding members of the Managing
Board who are Audit and Supervisory Committee members), personnel matters involving employees of theInternal Audit Office (including appointments, transfers and disciplinary actions) are discussed in advancewith the Audit and Supervisory Committee.
8. Policy on Handling Audit Expenses- 24 -

Sysmex has in place a budget corresponding to the annual audit plan in order to defray the expenses
required for the execution of duties by the Audit and Supervisory Committee. Procedures are handledappropriately in the event additional expenses are required for the execution of duties by the Audit andSupervisory Committee.
9. Systems Related to Reporting to the Audit and Supervisory Committee and Other Systems for Ensuring
Effective and Efficient Auditing by the Audit and Supervisory Committee
If a member of the Managing Board or employee of the Group discovers a violation of the law or the
Articles of Incorporation or a material fact that poses risk of causing significant damage to the Sysmex
Group, that fact is promptly reported to the Audit and Supervisory Committee according to the prescribed
regulations and procedures. Members of the Audit and Supervisory Committee also attend Managing Board,
Steering Committee and other important meetings, read important documents such as approval requests, andrequest explanations from members of the Managing Board and employees of the Sysmex Group as
necessary.
Sysmex prohibits dismissal or any other disadvantageous treatment to members of the Managing Board andemployees of the Sysmex Group who report information as outlined above.

2. Basic Views on Eliminating Anti-Social Forces
Sysmex has in place a Compliance Code that applies to all executives and associates throughout the Sysmex
Group. We maintain absolutely no relationships with antisocial forces, and we take a firm stand tothoroughly counter any such forces.
Our education and training programs for executives and associates provide a thorough grounding on the
exclusion of antisocial forces. We have an internal reporting system in place to respond quickly andappropriately to any overtures. Furthermore, we maintain close relations with specialized outside
institutions to gather information about the activities of antisocial forces.

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation
At present, the Company has adopted no particular takeover defense measures.

2. Other Matters Concerning to Corporate Governance System Updated
1. Basic Policy on Timely Disclosure
To ensure that it is trusted by society at large, Sysmex maintains a basic policy of disclosing information toshareholders, investors, customers and other stakeholders fairly, swiftly, accurately and in an easy-tounderstand manner. In addition to exchanging information in accordance with the Financial Instruments andExchange Act, related laws and regulations, and stock exchange listing regulations, we endeavor to fairly
and promptly disclose information about the Company that is easy to understand and useful.
- 25 -

2. Internal System for Timely Disclosure
In accordance with its basic policy on timely disclosure, Sysmex has formulated information disclosure
regulations that define its internal framework and methods related to information disclosure. These
regulations establish an Information Disclosure Committee as an advisory body to assist the executive
responsible for information disclosure in decision-making. The committee is chaired by the Executive Vice
President of the General Affairs Division, which serves as the committee’s secretariat. The General Affairs
Department and the Corporate Communication Department are designated as the departments in charge of
information disclosure. In principle, corporate information is disclosed by the departments in charge of
information disclosure on the instruction of the person responsible for information disclosure.
3. Timely Disclosure Method
The Company discloses corporate information by posting securities reports and other financial reports,
registering it on TD net, distributing press releases, posting information on its website or some combinationof these methods.
4. Monitoring of the Timely Disclosure System
The Audit and Supervisory Committee attend meetings of the Information Disclosure Committee andevaluate its operational status.

- 26 -