Nomination of candidates for Members of the Board of Directors

Nomination policies

In consideration of the business content, scale, and management environment, etc., of Murata, we nominate personnel with knowledge, experience, and qualities that can contribute to enabling the Board of Directors to function (determination of basic management principles and important business execution, as well as supervision of execution of duties of Members of the Board of Directors) as candidates for Members of the Board of Directors. In nominating the candidates, we take into account the balance and diversity in the expertise, experience, and capabilities of the Board of Directors as a whole.

In nominating candidates for Outside Directors, the company seeks personnel across a wide and diverse range and works to secure candidates who satisfy the independence standards of the Tokyo Stock Exchange and Murata Manufacturing Co., Ltd. Additionally, under the standards established by the company, we take into consideration the ability of the candidate to perform his/her duties as a director with the expectation that directors will attend at least 75% of Board of Directors meetings.

In particular, with regard to candidates for Members of the Board of Directors who will be Audit and Supervisory Committee Members, as noted above, the company nominates personnel with a wealth of knowledge and experience regarding management administration and business operations who have qualities that can contribute to improvement in the soundness and transparency of management and audit the business execution of Members of the Board of Directors from a fair and objective standpoint. At least half of the candidates for Members of the Board of Directors who are Audit and Supervisory Committee Members nominated by the company are Outside Directors.

Nomination procedures

With the intent of improving the independence, objectivity, and accountability of the functions of the Board of Directors regarding the nomination of Members of the Board of Directors, the Company established a Nomination Advisory Committee as an advisory organ of the Board of Directors.

The Board of Directors determines the nomination of candidates for Members of the Board of Directors based on the reported findings of the Nomination Advisory Committee. Nominations for candidates for Members of the Board of Directors who will be Audit and Supervisory Committee members are subject to approval by the Audit and Supervisory Committee.

Nomination Advisory Committee

The Nomination Advisory Committee considers criteria for selection of deliberates on for Members of the Board of Directors, independence standards for Independent Outside Directors, nomination of candidates for Members of the Board of Directors, nomination of candidates for Representative Directors and executive Members of the Board of Directors, and succession plans for the President and Representative Director, and reports its findings to the Board of Directors.

The committee also considers the skill matrix of the Board of Directors and other key issues from the perspective of human resources so that the Board of Directors can continue to perform its functions, and supervises the appointment of Vice Presidents.

The members of the committees are selected by the Board of Directors from among its Members and Independent Outside Directors comprise the majority of the committee members in order to ensure the independence of the committees.

At the Nomination Advisory Committee, the Chairman of the Board and Representative Director, who embodies Murata Philosophy and engages in management strategy and governance from an overall perspective that is independent from business execution, sets the discussion plans and agenda items in light of the Company’s circumstances and situation of individuals, etc., and leads the meeting proceedings as the chairperson of the committee.

Composition, status of attendance, and activities of the Nomination Advisory Committee held this fiscal 2022 under review is as follows.

Composition and attendance of the Nomination Advisory Committee

Name Position Status of attendance
Tsuneo Murata ◎ Chairman of the Board and Representative Director 7/7 (100%)
Masanori Minamide Member of the Board of Directors 7/7 (100%)
Yuko Yasuda Outside Member of the Board of Directors 7/7 (100%)
Takatoshi Yamamoto Outside Member of the Board of Directors (Audit and Supervisory Committee Member) 7/7 (100%)
Takashi Nishijima Outside Member of the Board of Directors 7/7 (100%)

(Notes)

  1. ◎ after the name means the person is the chairperson.
  2. The Nomination Advisory Committee and the Remuneration Advisory Committee held a joint meeting three times during the fiscal year under review. The number of attendance of each person includes attendance in the three joint meetings.

Activities of the Nomination Advisory Committee

Main contents of discussion Period
Revision of regulations related to the appointment of directors September
Review skill matrix, define skills December and January
Board succession, succession plans for the President and Representative Director December, January and March
Consideration of collaboration with the Remuneration Advisory Committee December, January and March
Report on the nomination of candidates for Members of the Board of Directors, Representative Directors and executive Members of the Board of Directors January and March

(Notes)

  1. In December, January and March, a joint meeting for the Nomination Advisory Committee and the Remuneration Advisory Committee was held in addition to the meeting of the Nomination Advisory Committee.
  2. In Consideration of coordination with the Remuneration Advisory Committee, the strengthening of coordination in evaluation on the President and Representative Director and the building of a mechanism for that were considered and implemented.
  3. The Nomination Advisory Committee’s report on the nomination of candidates for directors, representative directors, and executive directors was based on the results of the aforementioned evaluation on the President and Representative Director.

Composition of the Board of Directors and Skill Matrix

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.

The Criteria for Independence of Outside Directors of the Company are as follows.

The person does not fall under any of the following categories.

  • (1) In the past 10 years, the person was an executive of the Company or a company that was a subsidiary within the past three years.
  • (2)The person is currently a major shareholder or was an executive of the major shareholder in the past three years.
    • (*)Major shareholder refers to one who holds 10% or more of the total number of the voting rights of the Company.
  • (3)In the past three years, the person was an executive of a company, etc. that was a significant client or supplier within the past three years with the Company Group.
    • (*)Significant client or supplier refers to one with which the Company has transactions of 2% or more of consolidated net sales of the Company or of the client or supplier.
    • (*)The Company group refers to the Company and its current subsidiaries. The same shall apply hereinafter.
  • (4)In the past three years, the person was an executive of an organization (e.g., public interest incorporated foundation, public interest incorporated association, and nonprofit organization) that has received within the past three years a donation or grant of over 10.00 million yen per annum from the Company Group.
  • (5)In the past three years, the person was an executive of a company or a subsidiary of that company that within the past three years employed a Member of the Board of Directors, Statutory Auditor (regardless of full-time or part-time) or Executive Officer of the Company group.
  • (6)The person was a significant consultant, etc. of the Company group within the past three years.
    • (*)Significant consultant refers to an expert, such as consultant, lawyer and certified public accountant, who earns over 10.00 million yen per annum other than director remuneration from the Company group in the case of an individual or earns money or property that exceed 2% of the total revenue of the organization other than director remuneration from the Company group in the case that the person belongs to an organization.
  • (7)The person was an executive of the Independent Auditor of the Company in the past three years.
  • (8)The person is a relative of the following persons.
    • [1]The person falls under (1) above and is a director or an employee in the position corresponding to General Manager or higher.
    • [2]The person falls under (3) above and is a director or an employee in the position corresponding to General Manager or higher.
    • [3]The person falls under (6) above.
    • (*)“Relative” refers to the spouse or a relative within the second degree of kinship, etc.
  • (9)The person carries the risk of creating a constant substantial conflict of interest between the Company’s general shareholders as a whole for reasons other than those considered in (1) to (8) above.

Table of contents

Nomination of candidates for Members of the Board of Directors

  • Nomination policies
  • Nomination procedures
  • Nomination Advisory Committee
  • Composition of the Board of Directors and Skill Matrix
    • Executives
    • Biographies and Reasons for Appointment

Remuneration for Member of the Board of Directors

  • Policies regarding remuneration
  • Procedures for determining remuneration
  • Remuneration Advisory Committee