Corporate Governance

Basic Stance

The first item in our Corporate Philosophy is “corporate growth while fulfilling our responsibilities in harmony with society as a good corporate citizen,” and we are promoting sustainable corporate activities through rigorous adherence to corporate ethics. We believe it is important to maintain and further improve the efficiency, fairness, and transparency of management, and we aim to enhance corporate governance based on five specific items: (1) ensure shareholders’ rights and equality; (2) ensure appropriate cooperation with stakeholders other than shareholders; (3) ensure appropriate information disclosure and transparency; (4) appropriate execution of the roles and responsibilities of the Board of Directors; and (5) constructive dialogue with shareholders. We have also established a basic stance on compliance and risk management, and are implementing activities accordingly.

Response to the Corporate Governance Code

Toyota Boshoku has determined that it is in compliance with all principles of the Corporate Governance Code. Please refer to our Corporate Governance Report (provided in Japanese only), which was submitted to the Tokyo Stock Exchange.

Corporate Governance System

Toyota Boshoku has appointed five internal directors and four outside directors with extensive experience and broad insight. Through their supervisory function, the outside directors serve to ensure the legality and appropriateness of decision-making by the Board of Directors and the execution of duties by directors.
The four persons appointed as outside directors satisfy the requirements for independent directors as stipulated by the Financial Instruments Exchange. They have been designated as independent directors of the Company because it has been determined that there is no risk of conflicts of interest with general shareholders.
In addition, we have adopted a corporate auditor system, in which a five-person structure that includes three outside Audit & Supervisory Board members audits the management of directors.
Audit & Supervisory Board members audit the business execution of directors, as well as the business and financial condition of subsidiaries in and outside Japan. Such initiatives, including assigning dedicated staff to the Audit & Supervisory Board Office, help strengthen the functions of the Audit & Supervisory Board.
The three persons appointed as outside Audit & Supervisory Board members satisfy the requirements for independent auditors as stipulated by the Financial Instruments Exchange. They have been designated as independent auditors of the Company because it has been determined that there is no risk of conflicts of interest with general shareholders.
The Management Advisory Council was established as a forum for the candid exchange of opinions related to such matters as management issues, appointment and dismissal of management, nomination of candidates for director and Audit & Supervisory Board member, and compensation for management and directors.

System diagram of corporate governance (as of June 11, 2025)

Figure:System diagram of corporate governance

Initiatives to strengthen corporate governance

Ratio of outside officers

1. Board of Directors

Number of meetings held in FY2025: 13

The Board of Directors convenes at least once a month, and as the management decision-making body, decides on important management matters such as legal matters, corporate hoshin (policy), business plans and capital investment plans, and also monitors business execution.
The Board of Directors is chaired by the Chairman.
Items that should be submitted to the Board of Directors are stipulated in rules of the Board of Directors, and other items are delegated to the President, Chief Officers, Center Chiefs, etc. in accordance with the Authorization Policy.

Main discussions at the Board of Directors in FY2025

General Meeting of Shareholders	Decision on convocation and agenda items Approval of business reports, financial statements, etc. Condition of the exercise of voting rights on agenda items at the General Meeting of Shareholders
Executive officers and organization	Selection of representative director and executive director Directors’ compensation and bonuses
Business planning, management strategy	Formulation of global hoshin (policy) Deliberation on business advancement, alliances, reorganization, etc. Status of investment in and collaboration with startup companies Deliberation on capital investment Report on special profit improvement activities in the Americas Deliberation and report on IR activity plan
Sustainability	Status of Environmental Initiatives Initiatives for Circular Economy Status of human rights due diligence Status of initiatives to prevent occupational accidents Status of response to business risks Status of health and productivity management HR strategy (Human Capital Report) Status of quality initiatives Status of DX promotion Progress in strategic intellectual property activities Status of Efforts to Fair Transactions
Other	Implementation of interim dividend Report on operational status of basic policy on the development of internal control systems Approval and report on transactions involving a conflict of interest Implementation and report on assessments of the effectiveness of the Board of Directors Examination of stockholdings Operational status of whistle-blowing system Items related to property and assets

2. Audit & Supervisory Board member, Audit & Supervisory Board

Number of meetings held in FY2025: 14

The Audit & Supervisory Board consists of two standing Audit & Supervisory Board members and three outside Audit & Supervisory Board members, and the lead standing member serves as Chair of the Audit & Supervisory Board.
The main items discussed by the Audit & Supervisory Board include the selection of standing Audit & Supervisory Board members, audit policy and audit implementation plans, status of development and operation of internal control system, appropriateness of audit method performed by accounting auditors and the results thereof, and the preparation of audit reports.
We evaluate the effectiveness of the Audit & Supervisory Board in order to contribute to the enhancement of corporate value over the medium to long term. In fiscal 2025, questionnaires and interviews were conducted with all members of the Audit & Supervisory Board and Board of Directors, including those from outside the company. We are striving to improve the effectiveness of the Audit & Supervisory Board by recognizing issues that the Board should address in the future and working to address those issues, through measures such as analyzing content and obtaining evaluative opinions.
With regard to the activities of Audit & Supervisory Board members, they conduct audits of internal divisions and group companies inside and outside Japan based on the audit policy and annual plans, communicate with directors, etc., attend the Board of Directors, Corporate Planning Meeting and other important meetings, inspect important documents, etc., and exchange information with the internal auditing department and accounting auditors.

Main discussions at Audit & Supervisory Board in FY2025 (excluding audit reports)

General management	Company member safety and health management, environmental management initiatives
Internal control and auditing	Basic policy on the development of internal control systems, etc. Status of risk management Status of global internal auditing system Japan and non-Japan subsidiary audit results Status of fraud management
Other	Evaluation of the effectiveness of the Audit & Supervisory Board

3. Management Advisory Council

Number of meetings held in FY2025: 3

To incorporate independent perspectives, the Management Advisory Council is composed of four outside directors (Akihiro Koyama, Junko Shiokawa, Takafumi Seto, Yasuhiko Yamazaki), along with two internal directors (Chairman Shuhei Toyoda and President Masayoshi Shirayanagi). The chair of the Management Advisory Council is the Chairman.
The Management Advisory Council, as an advisory body to the Board of Directors, deliberates on important corporate strategies and issues, the selection and dismissal of management, compensation, succession planning and other matters, and has the authority to determine the amount of individual compensation for directors upon resolution by the Board of Directors.
Furthermore, the regulations of the Management Advisory Council established in December 2018 stipulate the members of the Management Advisory Council and the content of its agenda.

Main discussions at Management Advisory Council in FY2025

Officer compensation	Compensation criteria for directors and operating officers Percentage of monetary compensation and number of shares under the transfer-restricted stock compensation plan for directors (excluding outside directors)
Organization & structure	Structure of directors and Audit & Supervisory Board members, and organizational changes Selection of individuals for promotion to operating officer

Business Execution System

Toyota Boshoku adopts an organization consisting of six units (Corporate Operation, Research & Development, Functional Collaboration, Production, Special Duties, and Regional Business). We have introduced a Chief Officer System to ensure cross-functional cooperation, and have assigned Center Chiefs, etc. so as to clarify roles, responsibilities, and authority, simplify the decision-making process, and make quick management decisions.
The Corporate Planning Meeting is held twice a month to ascertain the status of implementation of the above, share information on important management issues, and make decisions, while the Corporate Strategy Meeting is held as necessary to deliberate and set the direction for company-wide corporate strategies, as well as products and regional strategies. In this way, as well as ensuring thorough deliberation on issues prior to submission to the Board of Directors, we strive to quicken our response to management challenges. In addition, we have established the Corporate Management Meeting, where information is shared among internal directors, standing Audit & Supervisory Board members, Chief Officers, Center Chiefs, etc., as well as various committees and meeting bodies, so as to enhance deliberations on individual matters and regularly monitor and follow-up on the status of business execution based on policies decided by the Board of Directors.

Roles of various meeting bodies

Meeting body	Role	Frequency
Corporate Strategy Meeting	Deliberation and orientation of important company strategies	As needed
Corporate Planning Meeting	Important management decision-making Information sharing on important matters Deliberation and approval of measures to address important business execution issues	Twice a month
Corporate Management Meeting	Monitoring of the execution of important business operations (predictive management) Responding to issues quickly and efficiently Sharing information with all officers	Once a month

Support Structure for Outside Directors and Audit & Supervisory Board Members

Internal directors and standing Audit & Supervisory Board members provide explanations about required knowledge pertaining to areas such as the Company’s businesses, financial affairs and organizations when outside directors and outside Audit & Supervisory Board members assume office. The Company also sends materials of the Board of Directors and Audit & Supervisory Board beforehand to outside directors and outside Audit & Supervisory Board members and provides them with prior explanations on the important matters of agenda items submitted to the Board of Directors. Furthermore, outside directors and outside Audit & Supervisory Board members are provided with reports on the progress of global hoshin (policy), and plans are made for them to tour plants and offices. The Company has assigned dedicated staff to the Audit & Supervisory Board Office as part of a structure for supporting the day-to-day auditing activities of standing Audit & Supervisory Board members. They also support the auditing activities of outside Audit & Supervisory Board members through the operation of the Audit & Supervisory Board.

Evaluation Results of the Effectiveness of the Board of Directors

Toyota Boshoku conducts annual evaluations of the Board of Directors to assess its effectiveness and drive continuous improvement, ensuring that it functions as a decision-making body that contributes to the sustainable enhancement of corporate value.

1. Method

(1) The officer in charge of the administrative office of the Board of Directors conducts a questionnaire and interviews with all directors and Audit & Supervisory Board members, including outside members, in February.
(2) The evaluation results and the improvement measures for issues are summarized and reported to the Board of Directors in March for discussion.

Evaluation process

2. Overview of fiscal 2025 evaluation results

(1) We have been enhancing strategic themes in the Board of Directors, such as new business strategy, human resource strategy, and intellectual property strategy. To further enhance the provision of information to outside officers, in addition to the pre-Board meeting briefings and plant and facility visits carried out to date, an informal meeting was held after the Board meeting for Board members to freely exchange opinions and discuss medium- to long-term corporate strategy. In addition, we have made improvements, such as holding roundtable meetings for outside officers, providing an opportunity for communication among outside officers. As a result, the evaluation has shown that the effectiveness of the Board of Directors in making important management decisions and supervising business execution has been ensured and improved
(2) On the other hand, opinions were expressed including requests for regular progress reports on important subjects and comprehensive risk information in Board of Directors meeting materials
(3) In addition, there were requests for improvement, such as more detailed reports at Board of Directors meetings regarding responses to opinions and concerns raised by shareholders and investors

3. Improvement measures

Toyota Boshoku will strive to make the following improvements to ensure even greater effectiveness of the Board of Directors.

(1) Develop an annual plan of regular progress reports
Systematically confirm important matters for which regular progress reports are stipulated by the Board of Directors, by incorporating them into the annual agenda schedule of the Board of Directors
(2) Promote dialogue with stakeholders
Enhance dialogue with stakeholders by discussing stakeholder opinions and concerns at Board of Directors meetings and formulating action plans to address them
(3) Enhance support for outside officers
In addition to continuing to utilize an informal meeting as a forum for discussing medium- to long-term strategy, we will strive to deepen understanding of the Company among outside officers by encouraging free and open discussions on themes proposed by outside officers

Policy for Deciding the Amount of Officers’ Compensation and the Calculation Method

The “Policy for deciding the amount of compensation for Directors and Operating Officers” is resolved by the Board of Directors.

1. Basic approach

In order to realize a compensation system that is highly linked to the Company’s business performance, the following are reflected in part of the compensation structure:

1) we set the disparity between positions reasonably in light of the roles and responsibilities, and
2) grant stock-based compensation under the transfer-restricted stock compensation plan to directors other than outside directors.

In addition, in order to reflect annual performance and efforts to improve medium-term corporate value in compensation (bonus),

3) the Company’s uniform annual performance and the degree of achievement of annual hoshin (policy) by each individual for the single year, and
4) evaluation of medium-term corporate value enhancement in terms of the enhancement of social value and economic value.

2. Approach to the level of compensation

For the level of compensation, we select companies listed on the Prime Market of the Tokyo Stock Exchange for benchmarking, based on their corporate size, consolidated revenue, consolidated operating profit, and number of company members and we confirm the appropriateness of compensation amounts while also incorporating the results of external compensation survey organizations.

3. Directors’ compensation

Annual compensation for directors is limited to 600 million yen (including 70 million yen for outside directors), as resolved at the Ordinary General Meeting of Shareholders held on June 17, 2020. The number of directors as of the close of this Ordinary General Meeting of Shareholders was nine, including four outside directors.
Please see the table below, “Structure of Directors’ Compensation,” for details on the types of compensation, payment criteria, and the structure of compensation.

Structure of Directors’ Compensation

Consolidated operating profit for the fiscal year ended March 31, 2025 was 42.3 billion yen.
From fiscal 2023, the evaluation indicator for social value enhancement has been changed from a CSR evaluation score to an ESG evaluation score for CSV activities. Of the 24 main indicators that make up the ESG evaluation score, 3 are related to climate change. Specifically, Plant GHG emissions reduction ratio, SCOPE3 Emission reduction rate, and Renewable energy introduction ratio.
Please see "ESG KPIs: Targets and Results" for details.
Net assets for the fiscal year ended March 31, 2025 were 490.0 billion yen, and the ESG evaluation score was 3.6 points (out of 5.0 points).

4. Compensation for outside directors

Outside directors are paid only fixed monthly compensation as they are expected to fulfill their roles and responsibilities from a standpoint completely independent of business execution.

5. Compensation for Audit & Supervisory Board members

Audit & Supervisory Board members are paid only fixed monthly compensation and there is no variable factor based on performance. Compensation for Audit & Supervisory Board members is determined through discussion among the Audit & Supervisory Board members within the limit of compensation set by resolution of the Ordinary General Meeting of Shareholders held on June 14, 2022 (not to exceed 130 million yen per year; the number of Audit & Supervisory Board members as of the close of this Ordinary General Meeting of Shareholders was four).

6. Procedures for determining compensation, etc.

In order to ensure the appropriateness of the level and amount of compensation and transparency in the decision-making process, the decision on specific individual compensation payments based on the policy for deciding the amount of compensation is entrusted to the Management Advisory Council, which is composed of four independent outside directors, Chairman (the Chair of the Council), and the President.
The process is set forth in the Board of Directors Rules and the Management Advisory Council Rules, and since the amount of compensation for each individual director is determined through established procedures, the Board of Directors believes that the details thereof are in line with the policy for deciding the amount of compensation.

7. Transfer-restricted stock compensation

The Board of Directors is scheduled to decide on the specific payment period and allocation using the stock compensation limit (within 100 million yen per year and within 100,000 shares per year) defined at the General Meeting of Shareholders held on June 17, 2020.

Applicable recipients	Toyota Boshoku directors (excluding outside directors)
Timing and distribution of allowance	Decided by the Board of Directors
Shares compensation system upper financial limit	Up to 100 million yen per year
Upper limit on shares allowance	Up to a total of 100,000 regular shares per year for applicable board members
Period of restrictions on shares transfer	Until immediately after stepping down as Toyota Boshoku director
Amount paid	Set by the Board of Directors at an amount that will not provide undue advantage to the applicable board member(s), based on the Tokyo Stock Exchange closing price of regular Toyota Boshoku shares on the last business day before the Board of Directors resolution
Conditions for lifting restrictions on shares transfer	Restrictions will be lifted upon expiry of the period of restrictions. However, restrictions will also be lifted upon expiration of term of office, death, or stepping down as director for other legitimate reasons.
Non-compensation acquisitions	In cases where illegal activity has taken place, or there is other justifiable reason established by Toyota Boshoku’s Board of Directors, Toyota Boshoku can acquire allotted shares without compensation during the period of restrictions on shares transfer.

Total amount of compensation, etc. for directors and Audit & Supervisory Board members (April 2024–March 2025)

Category	Total compensation, etc.(million yen)	Total compensation, etc. by type (million yen)			Number of persons to be paid
Category	Total compensation, etc.(million yen)	Fixed compensation (Monthly compensation)	Performance-linked compensation (Bonuses)	Stock compensation (Transfer-restricted stock)	Number of persons to be paid
Director (of which outside directors)	408 (50)	252 (50)	115 (－)	40 (－)	11 (5)
Audit & Supervisory Board Member (of which outside Audit & Supervisory Board members)	105 (28)	105 (28)	－	－	5 (3)
Total (of which outside officers)	513 (79)	357 (79)	115 (－)	40 (－)	16 (8)

The above compensation includes two directors who retired as of the close of the 99th Ordinary General Meeting of Shareholders held on June 12, 2024.
The number of persons to whom performance-linked compensation (bonuses) and stock compensation (transfer-restricted stock) will be paid is five directors (excluding outside directors).

Skills and reasons for election of directors

This table defines the experience and expertise (skills) that Toyota Boshoku requires in the Board of Directors to realize our 2030 Target.
We defined essential skills in 10 fields for the purpose of achieving continued growth amid the changing business environment, encompassing elements linked to execution of our 2030 Medium-term Business Plan and enhancement of corporate value.
Going forward, we will revise the skill items as required in response to changes in the business environment and strategies, in efforts to strengthen the functionality of the Board of Directors and to boost sophistication of governance.

Skill	Experience & knowledge concept	Requirements
Corporate management	Management discernment to achieve sustained growth in a changing business environment	Management experience and achievements in Japan and outside Japan
Global	Business management experience at sites outside Japan and global knowledge	Experience as a site manager or similar at a subsidiary outside Japan
R&D	Engineering ingenuity to create comfortable and safe interiors	Able to contribute as an Interior Space Creator
MONOZUKURI (manufacturing)	Manufacturing and engineering capability to consistently offer high quality products	Experience as a plant manager and in production engineering, etc.
Sales and purchasing	Sales and procurement capabilities to collaborate with business partners while striving to reduce environmental impact	Able to innovate through sales and procurement activities
Finance and Accounting	Financial strategy capabilities to boost capital efficiency and profitability	Able to execute highly transparent financial governance
HITOZUKURI (human resources)	Drive human resource development while respecting diversity and teamwork	Able to develop human resources who contribute to society
Legal and compliance	Enhance corporate value through compliance with laws and ordinances and risk management	Legal knowledge and capability in building governance structures
Environment and energy	Contribute to a sustainable society through environmental management	Environmental planning and proposal capabilities in a specialized field
IT and digital	Capable of management and business innovation through digital technology	Experience in organizational reform through the use of digital

Skill matrix

Classification	Name	Management Advisory Council	Corporate management	Global	R&D	MONOZUKURI (manufacturing)	Sales and purchasing	Finance and Accounting	HITOZUKURI (human resources)	Legal and compliance	Environment and energy	IT and digital
Chairman	Shuhei Toyoda	✔	✔	✔	✔	✔			✔
President	Masayoshi Shirayanagi	✔	✔	✔			✔	✔	✔
Director, Operating Officer	Hiroki Tsunoda		✔	✔	✔						✔	✔
Director, Operating Officer	Shunichi Iwamori		✔	✔		✔	✔	✔
Director, Operating Officer	Norimichi Adachi		✔	✔		✔
Outside Director	Akihiro Koyama	✔		✔				✔	✔	✔
Outside Director	Junko Shiokawa	✔		✔				✔		✔
Outside Director	Takafumi Seto	✔			✔	✔			✔		✔	✔
Outside Director	Yasuhiko Yamazaki	✔	✔	✔	✔	✔			✔
Standing Audit & Supervisory Board Member	Kazuo Koide		✔	✔			✔		✔		✔
Standing Audit & Supervisory Board Member	Hidenori Ozaki		✔	✔			✔				✔
Outside Audit & Supervisory Board Member	Hiroyuki Yokoyama		✔	✔	✔	✔				✔
Outside Audit & Supervisory Board Member	Hiroshi Miura		✔	✔				✔		✔
Outside Audit & Supervisory Board Member	Yoshito Fujikawa				✔			✔	✔	✔		✔

Reasons for election

Classification	Name	Reasons for election	Number of Board of Directors, Audit & Supervisory Board attended in fiscal 2025
Chairman	Shuhei Toyoda	In addition to having held important positions in bases outside Japan and his experience as a director, Dr. Toyoda has held posts successively as President and Chairman of the Company and possesses experience based on many years of involvement in the Company’s operations. His wealth of experience and broad insight can be utilized for management of the Company.	Board of Directors 13/13 meetings
President	Masayoshi Shirayanagi	In addition to having held important positions in purchasing, accounting, and external and public affairs divisions, and bases outside Japan, Mr. Shirayanagi has been involved in the management of the Company as President. His wealth of experience and broad insight can be made use of for management of the Company.	Board of Directors 13/13 meetings
Director, Operating Officer	Hiroki Tsunoda	Mr. Tsunoda has been involved in company-wide R&D as Chief Technology Officer for mainly product planning and development, and new business promotion. He also has management experience as head of the regional headquarters in Asia. His wealth of experience and broad insight can be made use of for management of the Company.	Board of Directors 11/11 meetings^*
Director, Operating Officer	Shunichi Iwamori	In addition to his experience in accounting and purchasing divisions at the Company as Chief Financial Officer and Chief Purchasing Officer, Mr. Iwamori was in charge of the Audit & Kaizen Department, which is the governance evaluation department. He was appointed as head of the regional headquarters in the Americas. His wealth of experience and broad insight can be made use of for management of the Company.	Board of Directors 13/13 meetings
Director, Operating Officer	Norimichi Adachi	Mr. Adachi has served as Chief Quality Officer of the Quality Segment and has been in charge of manufacturing at the regional headquarters in the Americas, and served as Segment Chief of the Production Segment. He has been involved in manufacturing in every part of the Company, and has management experience both in and outside Japan as head of regional headquarters. His wealth of experience and broad insight can be made use of for management of the Company.	－
Outside Director	Akihiro Koyama	Dr. Koyama was elected as a director because it was deemed that he could reflect his research into such areas as corporate finance and corporate governance and also his expert knowledge acquired over many years in corporate management from a global perspective in the management of the Company and contribute to maintaining and strengthening of the Company’s corporate governance.	Board of Directors 13/13 meetings
Outside Director	Junko Shiokawa	Ms. Shiokawa was elected as a director because it was deemed that she could reflect in the management of the Company the broad insight she has gained as a attorney on global cases related to investment funds, finance, cross-border M&A, and investment fund-related dispute resolution.	Board of Directors 13/13 meetings
Outside Director	Takafumi Seto	Dr. Seto was elected as a director because it was deemed that he could reflect in the management of the Company his research in conjunction with his diverse engineering knowledge and skills, and offer valuable insights regarding pioneering research for future society, as well as conduct joint research with the Company on the theme of realizing comfortable spaces for near-future automobiles, and contribute to the Company’s future business.	Board of Directors 13/13 meetings
Outside Director	Yasuhiko Yamazaki	Mr. Yamazaki was elected as a director because it was deemed that he could reflect in the management of the Company his experience as an Executive Vice President of Denso Corporation, where he also serves as Chief Innovation Officer, Chief Quality Officer, Chief Human Resources Officer. He also has a wealth of global experience and knowledge working in various businesses, functions, and postings, including as the Head of overseas offices and the Head of company-wide manufacturing functions.	Board of Directors 10/11 meetings^*
Standing Audit & Supervisory Board Member	Kazuo Koide	In addition to having held important positions in purchasing, human resources, and the Audit & Kaizen Department, Mr. Koide possesses experience as head of the regional headquarters in China. His extensive management experience and broad insight can be made use of for the auditing system of the Company.	Board of Directors 13/13 meetings Audit & Supervisory Board 14/14 meetings
Standing Audit & Supervisory Board Member	Hidenori Ozaki	In addition to having held important positions in the sales division and bases outside Japan, Mr. Ozaki has experience in corporate planning and as head of the regional headquarters in the Americas. His abundant management experience and broad insight can be made use of for the auditing system of the Company.	－
Outside Audit & Supervisory Board Member	Hiroyuki Yokoyama	Mr. Yokoyama was elected as an Audit & Supervisory Board member because it was deemed that he could reflect in the auditing system of the Company his experience in the quality assurance division and at locations outside Japan at Toyota Motor Corporation, as well as his extensive experience and insight gained at Daihatsu Motor Co., Ltd.	Board of Directors 13/13 meetings Audit & Supervisory Board 14/14 meetings
Outside Audit & Supervisory Board Member	Hiroshi Miura	Mr. Miura was elected as an Audit & Supervisory Board member because it was deemed that he could reflect in the auditing system of the Company his experience as a certified public accountant and broad insights related to accounting, financial auditing and governance from his experience over many years in financial auditing and corporate management advisory services.	Board of Directors 13/13 meetings Audit & Supervisory Board 14/14 meetings
Outside Audit & Supervisory Board Member	Yoshito Fujikawa	Mr. Fujikawa was elected as an Audit & Supervisory Board member because it was deemed that he could reflect in the auditing system of the Company his experience as an attorney-at -law and patent attorney, extensive knowledge and experience in corporate governance, litigation, and other dispute-related legal affairs, as well as in corporate legal work, including intellectual property, and can contribute to maintaining and strengthening to the Company’s corporate governance.	Board of Directors 11/11 meetings^* Audit & Supervisory Board 11/11 meetings^*

Outside Director Yasuhiko Yamazaki is an Executive Vice President of Denso Corporation, a business partner of the Company.
Outside Audit & Supervisory Board Member Hiroyuki Yokoyama was formerly Executive Advisor at Daihatsu Motor Co., Ltd., a business partner of the Company.
Since his appointment on June 12, 2024

Policy and Procedure for Appointing and Dismissing Management, and Nominating Candidates for Director and Audit & Supervisory Board Member

The appointment and dismissal of management and the nomination of candidates for director and Audit & Supervisory Board member are discussed and deliberated by the Management Advisory Council before the Board of Directors makes a resolution. Our policy for the appointment of management and the nomination of director candidates is based on a comprehensive review from the perspective of having the right people in the right places, so that accurate and prompt decisions can be made while taking into consideration the extent to which they have the skills required for execution and oversight.
The policy on nomination of candidates for Audit & Supervisory Board member involves a comprehensive examination of whether the person has knowledge regarding finance and accounting, a general understanding of the Company’s business and diverse perspectives on corporate management.
The policy on nomination of candidates for outside director and Audit & Supervisory Board member involves a comprehensive examination of the requirements for externality stipulated in the Companies Act and the independence criteria established by the Financial Instruments Exchange, and whether the person has extensive experience and broad insight.

Developing the Next Generation of Executive Management Candidates

As part of the development of successors for executive management, candidates are discussed by succession committees (GSCT^*1 and GSC^*2). In addition, we hold training programs for managers and executive candidates to improve the skills and abilities required for management. Moreover, we select and develop young talent who will be the future leaders of the Toyota Boshoku group.

Global Succession Committee by Top Executives: Executive management successor development committee comprising members at the Operating Officer level and above
Global Succession Committee: Global key post (presidents of business sites, director, division general manager, etc.) successor development committee comprising members at the level of Toyota Boshoku Chief Officer and above, including regional CEO

Developing system

Regional Succession Committee: Successor development committee for key posts other than those discussed in the GSC by Segment Chiefs or Chief Officers/Field Chiefs/Division General Managers and regional CEOs/Operating Officers
Registration system for priority training individuals to strengthen the development of young people for the Toyota Boshoku group

Human Resources Development : Development of Executive Management Successors