Governance

The Group will establish effective governance frameworks to ensure the transparency, objectivity, and fairness of the management of its companies and earn society’s trust everywhere it operates.

The Board of Directors

Our approach concerning the composition and skills of the Board of Directors

The members of the Board of Directors and Nominating,Compensation and Audit committees cover a suitable rangeof backgrounds for consistently performing the effectiveoversight of NPHD in a business climate that is constantlychanging. The Nominating Committee emphasizes sevencategories of experience and skills (see table below) that Directors require. NPHD pursues MSV under Asset Assemblermodel. Consequently, the Nominating Committee placesemphasis on selecting Director candidates who havecorporate management experience along with experienceinvolving global business operations and M&A. The Nominating Committee continuously monitors thecomprehensive performance of the Board of Directors as ateam based on contributions of individual Directors andmutual trust among the Directors. Committee members alsorefer to results of the annual assessment of the Boardeffectiveness and other information. This process is used forconstant examinations concerning the best candidates andBoard composition for achieving MSV. In FY2020, NPHDtransitioned to the Company with Three Committeesstructure. Since then, Independent Directors have been amajority of the Board, and we have maintained a highlydiverse Board of Directors capable of submitting a broadrange of advice and holding thorough discussions. As a result,NPHD has a highly effective Board of Directors capable ofperforming its oversight role from many perspectives for theachievement of MSV.

List of Directors (as of March 27, 2025)

Photo	Name Profile	Title	Committee membership	Years serving as Director (assumption)	Attendance at Board of Directors meetings^*1	Attendance at Committee meetings(FY2024^*1)
Photo	Name Profile	Title	Committee membership	Years serving as Director (assumption)	FY2024	Nominating Committee	Compensation Committee	Audit Committee
	Yuichiro Wakatsuki Profile	Director, Representative Executive Officer & Co-President	-	3 years (March 2022)	6/6 100%	-	-	-
	Wee Siew Kim Profile	Director, Representative Executive Officer & Co-President	-	3 years (March 2022)	5/6 83%	-	-	-
	Goh Hup Jin Profile	Director, Chairman	Nominating Committee Compensation Committee	10 years and 3 months (December 2014)	6/6 100%	6/6 100%	5/5 100%	-
	Hisashi Hara Profile	Independent Director	Nominating Committee (Chairperson)	7 years (March 2018)	6/6 100%	6/6 100%	-	-
	Andrew Larke Profile	Independent Director	-	- (March 2025)	-	-	-	-
	Lim Hwee Hua Profile	Independent Director	Compensation Committee (Chairperson)	3 years (March 2022)	5/6 83%	-	5/5 100%	-
	Masataka Mitsuhashi Profile	Independent Director	Audit Committee (Chairperson)	5 years (March 2020)	6/6 100%	-	-	8/8 100%
	Toshio Morohoshi Profile	Independent Director	Nominating Committee Audit Committee	7 years (March 2018)	6/6 100%	6/6 100%	-	8/8 100%
	Masayoshi Nakamura Profile	Lead Independent Director Board Chair	Nominating Committee Compensation Committee Audit Committee	7 years (March 2018)	6/6 100%	5/6 83%	3/5 60%	-

※1 Attendance rates for fiscal 2024 are calculated based on attendance from late March 2024 to late March 2025.

Expertise/Experience

Expertise / Experience (applicable persons)	Yuichiro Wakatsuki	Wee Siew Kim	Goh Hup Jin	Hisashi Hara	Andrew Larke	Lim Hwee Hua	Masataka Mitsuhashi	Toshio Morohoshi	Masayoshi Nakamura
Experience in corporate management (9)	○	◎	◎	◎	◎	○	○	◎	○
Experience in global business operations (9)	◎	◎	◎	◎	◎	◎	◎	◎	◎
Experience in M&A (9)	◎	◎	○	◎	◎	◎	◎	○	◎
Finance (7)	◎	○	○	-	○	◎	◎	-	◎
Legal affairs (4)	○	-	○	◎	○	-	-	-	-
IT/Digital (4)	-	-	○	-	○	○	-	◎	-
Manufacturing/Technology/R&D (4)	-	○	◎	-	○	-	-	○	-

In addition to that shown above, “ESG Data” (“Governance” sheet) provides information related to Directors.

Required experience/skills

1. Experience in corporate management	The ability to supervise and give advice concerning a broad range of matters on overall management, from formulation of business strategy to its implementation.
2. Experience in global business operations	The ability to supervise and give advice on the businesses of the Company, which operates globally, taking into consideration diverse business environments, economic conditions and cultures around the world.
3. Experience in M&A	The ability to supervise and give advice on the validity of M&As that the Company is pursuing, and the process of PMI.
4. Finance	The ability to supervise and give advice on capital allocation and other financial activities of the Company.
5. Legal affairs	The ability to supervise and give advice on regulations concerning operations, GRC (Governance, Risk management and Compliance) and internal controls.
6. IT/Digital	The ability to supervise and give advice on the improvement of operations and creation of new business models through IT and Digital Transformation (DX).
7. Manufacturing/Technology/R&D	The ability to supervise and give advice on the creation of new technology through R&D by making use of his or her knowledge of technology related to manufacturing operations and the businesses of the Company.