Board of Directors

Role
Composition
Skill Matrix
Activities

Role

Role of the Board of Directors

In light of its fiduciary responsibility to shareholders and accountability to stakeholders, the Board of Directors makes decisions on the basic management direction and important matters for execution and monitors management, based on the Company’s management philosophy, with a view to achieving sustainable growth and increasing corporate value over the mid- to long-term.

Decision-making function	Oversight function
Make decisions on basic management direction, important matters for execution, and the appointment and dismissal of Representative Directors in accordance with laws and regulations, the Articles of Incorporation, and the Regulations of the Board of Directors. Decisions on specific execution matters are delegated to Executive Directors to realize swifter management judgement and more flexible business execution.	Overseeing the management strategy, including the formulation process and post-formulation oversight, is also an important role of the Board of Directors. The principal subjects of oversight are as follows: Management strategy centered on the value creation story Important matters for business executions carried out in alignment with the management strategy Governance structure, and policies and processes for the nomination and remuneration of officers, aimed at formulating the basic management direction and promoting important matters for execution

Decision-making function

Oversight function

Make decisions on basic management direction, important matters for execution, and the appointment and dismissal of Representative Directors in accordance with laws and regulations, the Articles of Incorporation, and the Regulations of the Board of Directors.
Decisions on specific execution matters are delegated to Executive Directors to realize swifter management judgement and more flexible business execution.

Overseeing the management strategy, including the formulation process and post-formulation oversight, is also an important role of the Board of Directors. The principal subjects of oversight are as follows:

Management strategy centered on the value creation story
Important matters for business executions carried out in alignment with the management strategy
Governance structure, and policies and processes for the nomination and remuneration of officers, aimed at formulating the basic management direction and promoting important matters for execution

Role of Directors

Role of Independent Outside Directors

Question / Endorsement	Based on their own experience and expertise, offer observations and advice as needed from the perspectives of achieving the Company’s sustainable growth and increasing corporate value over the mid- to long-term, and provide insights to the executive team, including management. Encourage management to take appropriate risks toward the realization of the basic management direction centered on the value creation story. Encourage the governance system to be conducive to swift, decisive, and appropriate decision-making. Encourage management to view objectively the strengths and weaknesses of Murata’s values and behavioral norms.
Evaluate	Evaluate management and express their own views when the Board of Directors makes decisions on the nomination, reappointment, and remuneration of management.
Restraint / Self discipline	Supervise conflicts of interest between the Company and management, etc. Ensure that the views of stakeholders, including shareholders and investors, are appropriately reflected in the Board of Directors. Reflect on whether they are fulfilling their expected role as Outside Directors and exercise self discipline.

Role of Executive Directors (internal)

Question	Speak at the Board of Directors from a company-wide perspective, based on their own experience and expertise, with a view to achieving the Company’s sustainable growth and increasing corporate value over the mid- to long-term.
Explain	Provide necessary information for the Board of Directors’ decision-making and fulfill their accountability.
Connect	Execute business operations based on the basic management direction centered on the value creation story and the Board of Directors’ decisions regarding important matters for execution. Translate discussions at the Board of Directors into management transformation.
Restraint / Self discipline	Regardless of position, mutually oversee among internal Directors whether duties are being properly executed as Members of the Board of Directors. Reflect on whether they are fulfilling their expected role as internal Directors and exercise self discipline.

The Board of Directors Secretariat

The Board Secretariat is responsible for the administration and operation of the Board of Directors and works closely with the Chair of the Board, Outside Directors, management, and relevant internal departments to foster an environment that facilitates substantive and active discussions at Board meetings.

Setting Agendas and Key Discussion Topics

Supporting the development of the annual Board agenda
Identifying key discussion topics, taking into account the concerns of Outside Directors

Providing Information to Outside Directors

Holding pre-meeting briefings on key agenda items
Organizing site visits
Providing information on important internal events
Providing information on the Company’s businesses and organizational systems

Facilitating Communication among Outside Directors

Organizing meetings of Outside Directors

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

Murata’s Corporate Governance System