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Board Composition

Board of Directors (As of June 20, 2024)

Composition of the Board of Directors and Committee meetings Board of Directors meetings Audit and Supervisory Committee meetings Nomination and Remuneration Advisory Committee
1 Yoshitaka Jitsumori, Chairman & CEO
Chairperson
2 Masaki Ebisu, Director, President & COO
3 Manabu Arise, Director, Executive Operating Officer
4 Thomas J. Waletzki, Director
5 Toru Inoue, Independent External Director (Member of the Audit and Supervisory Committee)
Committee Chair,Chairperson

Committee Chair,Chairperson
6 Kazuhiko Deminami, Director (full-time Member of the Audit and Supervisory Committee)
7 Hiroji Takino, Independent External Director (Member of the Audit and Supervisory Committee)
8 Masako Osuna, Independent External Director (Member of the Audit and Supervisory Committee)
Composition of Board Members, Meetings(ESG Data)

Nomination of Board of Directors

Nomination and Remuneration Advisory Committee — Involvement of Independent External Directors

We have established the Nomination and Remuneration Advisory Committee as a voluntary committee to ensure transparency and objectivity in matters relating to the nomination policy and the appointment and dismissal of Directors as well as in decisions on the remuneration system and the amount of remuneration received by Directors (excluding those who serve as member of the Audit and Supervisory Committee). The majority of the member of the Nomination and Remuneration Advisory Committee are Independent External Directors who are appropriately involved in the decision-making process of the Board of Directors, a process through which their opinions are reflected.

Policy and Procedures for Nominating Directors

Individuals with proven ability and experience in corporate management, as well as excellent character and insight, are appointed as candidates for Directorship. In addition to these qualities, each candidate for External Director must also meet EIZO’s Criteria for Independence of External Directors and be capable of auditing and supervising company management and operations from a variety of perspectives. In accordance with the above policy, the Board of Directors decides on the candidates after deliberating with and receiving the recommendations of the Nomination and Remuneration Advisory Committee. The approval of the Audit and Supervisory Committee is obtained for the nomination of Director candidates who are member of the Audit and Supervisory Committee. The composition of the Board of Directors reflects our consideration of the size and nature of the business to ensure that the Board of Directors is optimally suited to the company and that the Board of Directors as a whole reflects a balance and diversity of knowledge, experience, and skills. We appointed our first female Director in FY2022 and our first non-Japanese Director in FY2023. In addition, the Nomination and Remuneration Advisory Committee regularly discusses the CEO succession plan and future management structure.

Reasons for the election of the candidate for Director

Reasons
Yoshitaka Jitsumori
Chairman & CEO
As President & CEO, Mr. Yoshitaka Jitsumori has been overseeing the management of EIZO Group based on a wealth of experience, implementing business strategies that leverage the Group’s strengths by demonstrating his extensive knowledge and strong leadership, thereby contributing to its enhanced corporate value. He was appointed Chairman & CEO of the Company in April 2024 and the Company expects that he will further contribute to the further growth of the Group by appropriately executing his duties and supervising corporate management as a Director.
Masaki Ebisu
Director, President & COO
Mr. Masaki Ebisu has a wealth of extensive experience and knowledge acquired through holding various senior positions in the Departments of Strategic Business Development, Procurement, General Affairs and Accounting & Finance. He was appointed President & COO of the Company in April 2024 and the Company expects that he will further continue to contribute to the further growth of the Group by appropriately performing his duties and supervising management as a Director.
Manabu Arise
Director, Executive Operating Officer
Mr. Manabu Arise has advanced knowledge of accounting and finance and a wealth of experience in an overseas Group company and in the Accounting & Finance and Procurement Departments. He has been a Director because the Company expects that he will continue to contribute to the further growth of the Group by appropriately performing his duties and supervising management as a Director.
Thomas J. Waletzki
Director
After engaging in global marketing and product planning in the Overseas Sales and Strategic Business Development Departments of the Company, Mr. Thomas J. Waletzki has been involved in business execution and supervision as a director of EIZO Inc., the Company’s group sales company in the U.S. for many years. He has a high degree of insight and abundant experience in the field of overseas sales and marketing. He has been a Director because the Company expects that he will continue to contribute to the further growth of the Group by appropriately performing his duties and supervising management as a Director.
Toru Inoue
External Director (Member of the Audit and Supervisory Committee)
Mr. Toru Inoue has a wealth of experience and a proven track record in business operations, planning, and accounting over many years as a manager of a business corporation. He has offered his valuable and straight opinions and proposals on the decision-making processes of the Company, based on his extensive knowledge cultivated over the years in the electronics industry, thereby contributing to improvement of management soundness and transparency as an External Director. He has been an External Director serving as Audit and Supervisory Committee Member because the Company expects that he will continue to contribute to enhancing the corporate value of the Company by strengthening the effectiveness of its management oversight functions.
Kazuhiko Deminami
Director (full-time Member of the Audit and Supervisory Committee)
Mr. Kazuhiko Deminami has held positions as Senior Manager for General Affairs Dept. and Accounting & Finance Dept. and Director of a group company, and has executed the duties of a full-time Audit and Supervisory Committee Member fairly and appropriately, based on an extensive experience and high levels of expertise and insights in accounting and finance. He has been a Director serving as Audit and Supervisory Committee Member because the Company expects that he will continue to contribute to enhancing the corporate value of the Company by strengthening the effectiveness of its management oversight functions.
Hiroji Takino
External Director (Member of the Audit and Supervisory Committee)
Mr. Hiroji Takino has offered his valuable and straight opinions and proposals on the decision-making processes of the Company, based on a wealth of experience acquired at financial institution and experience developed as a manager of a business corporation and extensive knowledge, thereby executing his duties as an External Director fairly and neutrally. He has been an External Director serving as Audit and Supervisory Committee Member because the Company expects that he will continue to contribute to enhancing the corporate value of the Company by strengthening the effectiveness of its management oversight functions.
Masako Osuna
External Director (Member of the Audit and Supervisory Committee)
After many years of career at the Japan External Trade Organization (JETRO), Ms. Masako Osuna has worked extensively as a university professor and an outside officer. Based on this wealth of experience and a high level of expertise with a focus on international economics, she has offered her valuable and straight opinions and proposals on the decision-making processes of the Company, thereby executing her duties as an External Director fairly and neutrally. She has been an External Director serving as Audit and Supervisory Committee Member because the Company expects that she will continue to contribute to enhancing the corporate value of the Company by strengthening the effectiveness of its management oversight functions. She has never been involved in corporate management in any way other than as an outside officer, but for the reasons stated above, the Company expects that she will continue to appropriately perform her duties as an External irector serving as Audit and Supervisory Committee Member.

Criteria for Independence of External Directors

  1. The Company’s Board of Directors shall deem an External Director or a candidate for External Director of the Company to have independence in the event that he/she does not fall under any of the items below in the current fiscal year and in the previous three (3) fiscal years.
    1. (1) A person executing business operations (*) of EIZO Group’s business partner, its parent company, or important subsidiary whose transaction amount exceeds two (2) % of the consolidated net sales of EIZO Group or the business partner.
    2. (2) A person executing business operations of a financial institution or other lenders, or its parent company or important subsidiary which is indispensable for EIZO Group’s financing and on which the Group depends to the extent that there is no substitute.
    3. (3) A consultant, accounting professional, or legal professional who has received from EIZO Group monetary consideration or other properties equivalent to ten (10) million yen or more during a year, excluding officers’ remuneration (in case a corporation, association, or other organization receives such properties, a person who belongs to such organization).
    4. (4) A person executing business operations of a major shareholder of the Company (who holds ten (10) % or more of the voting rights of the Company directly or indirectly) or its parent company or important subsidiary.
    5. (5) A representative partner, certified public accountant, partner, or employee of the audit firm that is the current Accounting Auditor of EIZO Group. Or, a person who has belonged to the audit firm that was the Accounting Auditor of EIZO Group during the previous three (3) fiscal years and was engaged in actual auditing work on EIZO Group.
    6. (6) A person executing business operations or a Corporate Auditor of a company, or its parent company or subsidiary that accepts Directors from EIZO Group.
    7. (7) A person who has received a donation of ten (10) million yen or more during a year from EIZO Group (in case a corporation, association, or other organization receives such donation, a Director of such an organization or a person directly involved in research, education, or other activities related to such a donation).
    8. (8) A spouse or relative within the second degree of kinship of a person executing business operations who falls under any of (1) to (7) above.
    9. (9) Notwithstanding the foregoing, any other person who has special grounds that could give rise to a conflict of interests with the Company or its general shareholders, preventing him/her from fulfilling duties as an Independent External Director.

    (*) A person executing business operations means a Director (excluding an External Director), corporate officer, operating officer or other similar person, or employee.

  2. In case an External Director ceases to have the independence stipulated in the Criteria, he/she shall notify the Company immediately.
  3. Amendments to the Criteria shall be resolved by the Board of Directors.

Operating Officer(As of April 1, 2024)

Front row, from left

  • Manabu Arise: Executive Operating Officer, and Senior Manager, Accounting & Finance, & Investor Relations (IR)
  • Kazuhide Shimura: Senior Executive Operating Officer, Strategic Business Development, Sales & Marketing, Global & Japan, and Senior Manager, Strategic Business Development & Overseas Sales
  • Yoshitaka Jitsumori: Chairman & CEO
  • Masaki Ebisu: President & COO
  • Kenichi Fujii: Executive Operating Officer, and Senior Manager, Quality Assurance
  • Masataka Shoji: Executive Operating Officer, Sales & Marketing, Japan, and Senior Manager, Healthcare Solutions, Sales & Marketing

Back row, from left

  • Kiyotaka Hira: Operating Officer, and Senior Manager, General Affairs
  • Hiroyuki Nakato: Operating Officer, Senior Manager, Sales Administration, and Senior Manager, Business Enterprise, Sales & Marketing
  • Hideki Bansho: Senior Operating Officer and Senior Manager, Human Resources
  • Hiroshi Nagai: Operating Officer, and Senior Manager, Procurement
  • Masaki Kita: Operating Officer, and Senior Manager, R&D, Visual Products and Visual Systems
Kontani photo.
Minoru Kontani
:Operating Officer,
Europe EIZO Sales Company and Distributor

Skills Matrix

In light of our management policy and strategies, such as the realization of our mid-term business plan, we have established the skills and other attributes we expect of our Directors and Operating Officers and have identified the skills each Director and Operating Officer should possess, as follows.

Global Management Knowledge and expertise in global business environment and experience in overseas business management
Accounting and Finance Knowledge and experience in accounting, taxation, finance, capital policy, and IR activities in corporate business management
Organization, Human Resources, Human Resource Development Knowledge of human capital management such as human resource development and diversity, and experience in organizational development related to the succession of corporate culture that has created change
Internal Control, Legal and Compliance Experience in business management, general affairs, legal affairs, and auditing departments with knowledge of corporate governance systems and corporate ethics
Governance and Risk Management Knowledge of corporate governance structure and company-wide risk management/monitoring methods, and experience in carrying out business operations or experience in carrying out business operations as a person in charge of a company-wide management system
Research and Technological Development Experience in driving innovation through “visual technology” to address social issues by utilizing expertise in research and technology development, intellectual property, applied technology, etc., which are indispensable for sustainable enhancement of corporate value
Sales and Marketing Expertise in customers in our business areas and experience in business promotion or management of sales and marketing departments while developing new markets
Supply Chain Management Knowledge of Material Procurement and Manufacturing Departments, and experience in overseeing the entire supply chain and executing supply chain management
Sustainability Experience in implementing sustainability management to achieve the sustainability indicators in mid- to longterm management plans, which are indispensable for sustainable enhancement of corporate value, from a professional perspective
Name Gender Independent External Directors Nomination and Remuneration Advisory Committee Main Areas of Expertise
Global Business Management Accounting & Finance HR & HR Development Internal Control, Legal & Compliance Governance & Risk Management Research & Technology Development Sales & Marketing Supply Chain Management Sustainability
Directors

Yoshitaka Jitsumori

Chairman & CEO
Male

Masaki Ebisu

President & COO
Male

Manabu Arise

Executive Operating Officer
Male

Thomas J. Waletzki

EIZO Inc.
President & CEO
Male

Toru Inoue

Chairperson of the Audit and Supervisory Committee
Male Committee
Chair

Kazuhiko Deminami

Full-time Member of the Audit and Supervisory Committee
Male

Hiroji Takino

Member of the Audit and Supervisory Committee
Male

Masako Osuna

Member of the Audit and Supervisory Committee
Female
Operating Officers

Kazuhide Shimura

Senior Executive Operating Officer
Male

Kenichi Fujii

Executive Operating Officer
Male

Masataka Shoji

Executive Operating Officer
Male

Hideki Bansho

Senior Operating Officer
Male

Minoru Kontani

Operating Officer
Male

Masaki Kita

Operating Officer
Male

Kiyotaka Hira

Operating Officer
Male

Hiroyuki Nakato

Operating Officer
Male

Hiroshi Nagai

Operating Officer
Male

Note: The above table does not show all areas of expertise of each Director and Operating Officer.