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 of female Members of the Board: 30% or more

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
Kaori Kitasumi	Director (Audit and Supervisory Committee Member)(Standing)
Seiichi Enomoto	Outside Director (Audit and Supervisory Committee Member)
Mayo Mita	Outside Director (Audit and Supervisory Committee Member)
Asako Yamagami	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 six 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 directors to possess the skills of “Sustainability and Diversity Management” in order to effectively demonstrate the following six skills, as essential. Additionally, the skills of “IT and Digital Transformation (DX)” are positioned as a fundamental perspective that all directors should consider when leveraging their individual skills. The expertise required for IT and DX skills is expected to be embedded within the management structure including Vice Presidents.
Furthermore, the skill matrix is intended to indicate which areas in particular the directors should exhibit in their roles or are expected to do so, as well as the knowledge, experience, and perspectives that are the prerequisites for such roles, but does not indicate all their skills, experience, knowledge, etc., that each individual possesses.

	Skills generally required for management oversight
Position in the Company Name	Corporate management	Finance	Organization and human capital	Governance, Risk management and Compliance
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) Kaori Kitasumi		○		○
Outside Director who is an Audit and Supervisory Committee Member Seiichi Enomoto		○		○
Outside Director who is an Audit and Supervisory Committee Member Mayo Mita		○		○
Outside Director who is an Audit and Supervisory Committee Member Asako Yamagami				○

	Skills the Company prioritizes		Qualifications, experience, etc.
Positions in the Company Name	Technology and innovation	Global business strategy	Qualifications, experience, etc.
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			Governance and management talent Consultant
Outside Director Takashi Nishijima	○	○	Manufacturing CEO
Outside Director Hiroyuki Ina	○		Mobility business
Member of the Board of Directors who is an Audit and Supervisory Committee Member (Standing) Kaori Kitasumi
Outside Director who is an Audit and Supervisory Committee Member Seiichi Enomoto			Certified Public Accountant
Outside Director who is an Audit and Supervisory Committee Member Mayo Mita			Securities analyst
Outside Director who is an Audit and Supervisory Committee Member Asako Yamagami		○	Lawyer

Definition of skills and reasons for their necessity

	Name of Skill	Definition	Reasons for necessity
Skills generally required for management oversight	Corporate management	Experience in building a management 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	Knowledge or experience in finance and capital strategies and IR strategies in corporate management	To plan, execute and oversee financial and capital strategies and IR strategies in line with management strategy, taking into account requests from the capital market to Murata as a listed company.
	Organization and human capital	Knowledge or experience in organization and human capital management	To maintain, strengthen, and oversee human capital that Murata positions as one of the key management capitals and 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, legal affairs and corporate ethics	To plan, build, and oversee strategies regarding governance, risk management and compliance that will be the foundation for Murata to perform management that sustainably generates the continuous cycle of social value and economic value.
Skills the Company prioritizes	Technology and innovation	Knowledge or experience in intellectual and technological capital management, based on medium- to long-term market and technological trends.	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.
Skills the Company prioritizes	Global business strategy	Experience in developing business strategies that take into account the culture, government policies, and major geopolitical risks of each country.	To plan, execute, and oversee strategies for promoting its global business efficiently and flexibly, while taking appropriate risks as Murata is pursuing business opportunities in the fields of communications, mobility, the environment and wellness and such fields involve large volumes of cross border transactions and strongly reflect each country’s industrial policies.

Activities

Activities of the Board of Directors held during FY 2025 were as follows. In addition to formal Board of Directors meetings, all directors also engage in discussions at off-site meetings on the role and effectiveness of the Board, among other matters.

Major theme	Sub theme	Examples of topics	Percentage of delibera
Business and management	Management policies	Progress of the Medium-Term Direction 2027	45.4%
	Business strategies	Portfolio management, Status of M&A activities
	Business reports	Reports from each business division, reports on business execution
	Financial results	Financial results and disclosures, status of engagement with shareholders
Management base	R&D, quality and SCM	Technology development, quality assurance, procurement, sales	21.3%
Management base	HR, IP and IT	Intellectual property, human capital	21.3%
ESG	Environmental and social issues	Sustainability	33.3%
	Governance	Risk management, Internal control, Board effectiveness, reports on the activities of the Audit and Supervisory Committee and both advisory committees
	Executives and other statutory matters	Recommendations of the both advisory committees

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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