Board of Directors

Role

The Board of Directors decides on the basic management direction and important matters for execution, and also delegates decisions on specific execution matters to Executive Directors, in order to strengthen monitoring functions and realize swifter management judgments and a more flexible business execution.

Composition

The Company's basic policy is to form the Board of Directors with a necessary and sufficient number of members for the sake of substantial and active discussions at its meetings and secure a balance and diversity of knowledge, experience, and capabilities of the Board of Directors, as a whole.

Further, for the purpose of ensuring management transparency and enhancing the supervisory function of the Board of Directors, the composition (%) of the Board of Directors is set as follows:

Ratio of Outside Directors: 50% or more
Ratio goal for female Members of the Board: 30% or more by 2030

The Board of directors is currently made up of following twelve Members, of whom six are Independent Outside Director. It is chaired by Takashi Nishijima, who is Independent Outside Director.

Name	Position
Takashi Nishijima ◎	Outside Director
Norio Nakajima	President and Representative Director
Hiroshi Iwatsubo	Executive Deputy President and Representative Director
Masanori Minamide	Executive Deputy President and Representative Director
Hiroshi Izumitani	Director
Takaki Murata	Director
Yuko Yasuda	Outside Director
Hiroyuki Ina	Outside Director
Yoshiro Ozawa	Director (Audit and Supervisory Committee Member) (Standing)
Takatoshi Yamamoto	Outside Director (Audit and Supervisory Committee Member)
Naoko Munakata	Outside Director (Audit and Supervisory Committee Member)
Seiichi Enomoto	Outside Director (Audit and Supervisory Committee Member)

(Notes)

◎ after the name means the person is the chairperson.

Link: Executives (Board Members and Vice Presidents) Page

Inside or Outside composition, years in office and gender.

Biographies and Reasons for Appointment

Link: Biographies and Reasons for Appointment Page

Skill Matrix

The Company has defined the following eight skills with regards to the fields of expertise and experience regarded as important to be a director of the Company. The Company, which aims for the sustainable development of society and culture, expects all officers to be equipped with the skill of “Sustainability and ESG,” included within each of the following eight skills, in exhibiting their individual skills.
Furthermore, the skill matrix is intended to indicate which areas in particular the directors are expected to exhibit in their roles and the knowledge, experience, and perspectives that are the prerequisites for such roles, but does not indicate all their skills, experience, knowledge, etc.

	Skills that the Company as Listed Company Requires Members of the Board of Directors to Have Regardless of Management Environment
Positions in the Company Name	Corporate and business management	Finance, accounting, and capital policy	HR, personnel affairs, and human resource development	Governance, risk management, and compliance	Insight into industry and market strategy
President and Representative Director Norio Nakajima	●				●
Representative Director Executive Deputy President Hiroshi Iwatsubo	●				●
Representative Director Executive Deputy President Masanori Minamide	●	●		●	●
Member of the Board of Directors Senior Vice President Hiroshi Izumitani	●				●
Member of the Board of Directors Senior Vice President Takaki Murata	●	●			●
Outside Director Yuko Yasuda	●		●	●
Outside Director Takashi Nishijima	●			●	● Solution business
Outside Director Hiroyuki Ina	●				● Mobility
Member of the Board of Directors who is an Audit and Supervisory Committee Member (Standing) Yoshiro Ozawa		●	●	●	●
Outside Director who is an Audit and Supervisory Committee Member Takatoshi Yamamoto	●	●			●
Outside Director who is an Audit and Supervisory Committee Member Naoko Munakata				●
Outside Director who is an Audit and Supervisory Committee Member Seiichi Enomoto		●		●

	Skills Required in Light of Business category, Management Environment and Policy of Murata
Positions in the Company Name	Technology and R&D	Internationality and global experience	Industrial and trade policy
President and Representative Director Norio Nakajima	●	●
Representative Director Executive Deputy President Hiroshi Iwatsubo	●	●
Representative Director Executive Deputy President Masanori Minamide		●	●
Member of the Board of Directors Senior Vice President Hiroshi Izumitani		●
Member of the Board of Directors Senior Vice President Takaki Murata	●	●
Outside Director Yuko Yasuda		●
Outside Director Takashi Nishijima	●	●
Outside Director Hiroyuki Ina	●	●
Member of the Board of Directors who is an Audit and Supervisory Committee Member (Standing) Yoshiro Ozawa		●
Outside Director who is an Audit and Supervisory Committee Member Takatoshi Yamamoto		●
Outside Director who is an Audit and Supervisory Committee Member Naoko Munakata	●	●	●
Outside Director who is an Audit and Supervisory Committee Member Seiichi Enomoto		●

Main skills, experience and knowledge that Members of the Board of Directors of the Company are required to have and the definition thereof as well as reasons for their selection

	Name of Skill	Definition	Reasons for Selection
Skills that the Company as a listed company requires Members of the Board of Directors to have regardless of the management environment	Corporate business management	Experience in building a company's or business entity's strategy and operating organizations from a medium- to long-term perspective as top management	To plan, build and oversee management strategy that enables Murata as a corporation to enhance its corporate value sustainably.
	Finance, accounting, and capital policy	Knowledge or experience in accounting, tax affairs, finance, capital policy and IR activities in corporate business management	To plan, execute and oversee accounting, tax affairs, financial strategy, capital policy and IR activity in line with management strategy, taking into account requests from the capital market to Murata as a listed company.
	HR, personnel affairs and human resources development	Knowledge or experience in human capital management	To perform management of human capital that Murata positions as one of the key management capitals and realize and oversee Employee Satisfaction, which is one of the values that Murata cherishes.
	Governance, risk management, and compliance	Knowledge or experience in the mechanism of corporate governance, risk management and monitoring methods, and corporate ethics	To plan, build, and oversee strategies regarding governance, risk control and compliance that will be the foundation for Murata to perform management that creates a continuous cycle of social value and economic value and realize sustainability.
	Insight into industry and market strategy	Knowledge of the electronics industry that Murata operates in and industries that Murata intends to focus on, or experience in these industries’ market strategy research, building, execution or oversight	Because these skills will become the preconditions for planning, executing and overseeing Murata’s management strategy and market strategy from a bird’s eye view.
Skills required in light of the business category, management environment and policy of Murata	Technology and R&D	Knowledge or experience in technology and R&D, and intellectual and technological capital management	To plan, execute and oversee strategies, whereby Murata enriches and utilizes intellectual and technological capital to ensure Murata keeps providing unique products into the future as Innovator in Electronics.
	Internationality and global experience	Experience in working overseas or knowledge of the business environment and culture overseas	To plan, execute and oversee strategies from a global perspective as Murata, whose overseas sales ratio exceeds 90% and whose subsidiaries and affiliates overseas outnumber its domestic ones, is aiming to be Global No. 1 component manufacturer.
	Industrial and trade policy	Knowledge or experience in industrial and trade strategies in each country (including the network, gained from such experience, to grasp the latest and future trend of the strategies)	To plan, execute and oversee strategies flexibly and effectively amid geopolitical risks mounting as Murata is pursuing the fields of communications, mobility, the environment and wellness as business opportunities and such fields involve large volumes of cross border transactions and strongly reflect each country’s industry polices.

Activities

Activities of the Board of Directors held during FY 2024 were as follows.

Main contents of discussion	Period
Deliberation and formulation of the Medium-Term Direction	July and September
Business portfolio, status of M&As	June, December, and February
Financial strategy and IR activity (Status of Dialogue with Shareholders and Investors)	April and December
Strategies and initiatives for sustainability	April, May, September, and November
Strategies and initiatives for human capital	March
Strategies and initiatives for intellectual property	November
Promoting Digital Transformation	December and February
Structure and status of group-wide risk extraction and evaluation	June and February
Nominating candidates for directors (including reports of advisory committees and activity reports)	April and February
Director remuneration system (including reports of advisory committees and activity reports)	May and July
Corporate governance, internal control	April, May, June, and December
The role and effectiveness of the Board of Directors	February and March

(Notes)

For some of the subjects, meetings are also set up outside of the Board meetings (off-site meetings) for discussion by all the Directors.
For information on the number of meetings and attendance rates, refer to
Link: ESG Data colliction Page

Supporting System for Outside Directors

Activities of Outside Directors are assisted by the Board of Directors Secretariat, and the Outside Directors who are Audit and Supervisory Committee Members are assisted with their duties by dedicated staff.

To improve the effective of the Board of Directors, we are undertaking the following actions.

Pre-meeting explanations^*
Board of Outside Directors Meetings
On-site visits
providing information about the Company's business operations, mechanisms
Announcing important internal events and sharing the details

*Initiatives to brief Outside Directors prior to Board of Directors meetings on key agenda items, especially those with significant information gaps between Inside and Outside Directors, as well as other relevant matters

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