The Board of Directors makes decisions on matters stipulated by laws and regulations and important management-related matters, and supervises the execution of duties by directors. The Board of Directors consists of ten members. Four of these directors are independent outside directors, accounting for more than one third of the Board of Directors. The company has established its own Independence Criteria for outside directors, available on its website. The company shall select such candidates of independent outside directors who meet our independence Criteria in addition to those set by the Companies Act and the Tokyo Stock Exchange. The Company holds Board of Directors meetings once a month, and extraordinary meetings of the Board of Directors are held as necessary. Outside directors and internal directors work to strengthen their relationships through occasional meetings and exchanges of opinions outside of Board of Directors meetings.

Chair:
Masahiro Asada, President
Conposition
5 directors (Masahiro Asada, Yusaku Hashiguchi, Shoichi Saito, Mitsutaka Nakamura, Yohei Tamura) and 5 directors who are Audit & Supervisory Committee members (Akira Kubota, Haruko Shibumura, Masashi Imamura, Akiko Toyoda, Yuji Yokoyama); total 10 directors.
Of these, Akira Kubota, Haruko Shibumura, Masashi Imamura, and Akiko Toyoda are independent outside directors.

The Audit & Supervisory Committee makes decisions on audit policies, methods for auditing the status of operations and assets, and other matters related to the execution of duties by Audit & Supervisory Committee members, receives reports on important audit-related matters, and prepares audit reports. The Audit & Supervisory Board members may also make decisions on the selection and dismissal of full-time, selected, and specified Audit & Supervisory Committee Members, as well as on the content of proposals submitted to the General Meeting of Shareholders regarding the selection and dismissal of accounting auditors. In addition, the committee has the right to consent to the selection and remuneration of directors who are Audit & Supervisory Committee members, and the right to express opinions on the selection and remuneration of directors who are not Audit & Supervisory Committee members. In principle, the Audit & Supervisory Committee holds meetings once a month, and extraordinary meetings of the Audit & Supervisory Committee are held as necessary.

Chair:
Yuji Yokoyama, Audit & Supervisory Committee Member
Conposition
5 directors who are Audit & Supervisory Committee members (Akira Kubota, Haruko Shibumura, Masashi Imamura, Akiko Toyoda, Yuji Yokoyama)
Of these, Akira Kubota, Haruko Shibumura, Masashi Imamura, and Akiko Toyoda are independent outside directors.

With the objective of making fair and transparent decisions on the nomination and compensation of board members, etc. The company has established a Nomination & Remuneration Advisory Committee which holds meetings several times a year. The Committee conducts fair and transparent deliberations and reports to the Board of Directors on nominations for directors and executive officers and on compensation for directors (excluding directors who are Audit & Supervisory Committee members and outside directors), executive officers, trustees, advisors, and counselors.

Chair:
Akira Kubota, Lead Outside Director
Conposition
President, Masahiro Asada and 4 independent outside directors (Akira Kubota, Haruko Shibumura, Masashi Imamura, Akiko Toyoda); total 5 persons.

The Company has adopted an executive officer system to accelerate management decision-making and to build a system that contributes to the efficient execution of duties by directors. The Executive Officer Committee, within the scope of authority delegated by the Board of Directors, receives reports on the execution of important operations of the Tamura Group and makes decisions on important matters or decides on matters to be brought before the Board of Directors.

Chair:
President, Masahiro Asada
Conposition
Executive officers and persons appointed by the President
* "Executive officer" in the Company refers to the positions of president, executive vice president (EVP), and senior vice president (SVP).

As a sub-organization to the Executive Officer Committee, the Sustainability Management Committee reports on sustainability overall, including compliance and CSR, to the Executive Officer Committee. Sustainability Committee meetings are held twice a year.

Chair:
President, Masahiro Asada
Conposition
Relevant executive officers, etc.

The Board of Directors shall consist of at least one-third of outside directors, and strives to select persons who meet the independence standards set by the Tokyo Stock Exchange and the Company. In addition, by adopting an executive officer system, which separates execution and supervision, we ensure that the Board of Directors has an appropriate number of members to function. The appointment and dismissal of directors and executive officers is carefully deliberated by the Board of Directors after report from the Nomination & Remuneration Advisory Committee based on the standards for appointment and dismissal of directors and executive officers.

For the fiscal year ended March 2024, the evaluation addressed the effectiveness of the first year of the Company's transition to the structure of a company with an Audit & Supervisory Committee. The effectiveness of the Board of Directors overall, including the Audit & Supervisory Committee and the Nomination & Remuneration Advisory Committee, was evaluated. We entrusted an external organization to conduct a survey of all directors through an anonymous questionnaire (separated by internal and outside directors) that employs a combination of multiple-choice and open-ended responses, followed by analysis and evaluation of the compiled responses. All directors received a report on the results of the survey and will discuss improvement measures.

The Company has established a policy for determining the details of remuneration, etc. for individual directors (excluding directors who are Audit & Supervisory Board members and outside directors) in the Director Remuneration regulations. In order to ensure fairness and transparency, the Nomination & Remuneration Advisory Committee, chaired by the Lead Outside Director and composed of a majority of outside directors, reviews and reports on the policy, which is then decided by a resolution of the Board of Directors.
Remuneration for directors consists of monthly remuneration, performance-linked remuneration, and stock remuneration. The remuneration ratio by type is determined in a way that contributes to the provision of sound incentives for improving performance in each fiscal year and increasing corporate value over the medium to long term.

Compensation Structure

Compensation, etc. for directors who are Audit & Supervisory Committee members and outside directors is stipulated as monthly remuneration in the Audit & Supervisory Committee renumeration regulations. The monthly remuneration is determined through discussions among the Audit & Supervisory Committee members, taking into consideration directors' social positions, contributions to the Company, and circumstances of appointment.

Our Company's policy is to reduce strategic shareholdings to 10% or less of consolidated net assets. However, the electronics industry, in which the Group operates, has a wide range of participants, from finished product manufacturers to parts suppliers, and it is essential for it to collaborate directly or indirectly with third parties in development, procurement, production, distribution, and sales of products. For this reason, the Company may hold certain strategic shares from a medium- to long-term perspective to improve corporate value, comprehensively considering business and alliance strategies. The Board of Directors conducts regular annual verification of the suitability of specific strategic shareholdings, comprehensively taking into consideration the business strategy of the Group and its business relationships with the issuers of the shares from a medium- to long-term perspective.

The necessity of particular stock is reviewed in light of the above-mentioned purpose of holding and based on the three criteria: annual transaction value with the issuer; transaction trend for the last three years; and the value of holding against the value of transaction. The value of transaction is determined on a consolidated basis of an issuer.

The verification confirmed the achievement of objectives for the holding of all stocks for which it is possible to quantitatively measure annual transaction value with the issuer, the transaction trend for the last three years, and the value of holding against the value of transaction.

The voting rights related to strategically held shares shall be exercised for each agenda item, comprehensively considering whether the holding contributes to the improvement of the medium- to long-term corporate value of the issuer and whether it leads to the improvement of the medium- to long-term corporate value of the Company. The specific criteria are disclosed on the Group's website (Japanese only).

Our financial statements are announced quarterly with its accounts for the full year ending March. At the announcement of the full year results (in May) and the announcement of the second quarter results (in November), the financial results briefing is held for analysts and institutional investors within a few days following the announcement, where the president and the senior management report the business results, the business prospect, etc. The written materials used there are posted on the Group's website without delay following the announcement. A questionnaire survey on the IR activity is also conducted at the financial results briefing and we make efforts to improve the method of information dissemination to the shareholders and investors.

In order to provide information promptly and fairly, we have established an investor information section on our website to facilitate communication. Various materials, including annual and quarterly securities reports, financial statements, financial results briefing materials, and shareholder newsletters, are also posted promptly on our website after publication.
Click here to refer IR information.

The Tamura Group, while working to increase corporate value through mid- and long-term management plans and reinforce financial strength by expanding operating revenue and securing internal reserves, shall continue to make efforts to further stabilize and improve the dividend level based on the recognition that returning profits to shareholders is its top priority.