Message from the Chairman of the Board of Directors

Pursue a highly effective Board of Directors with balanced decision-making and supervisory functions. Meet the expectations of our stakeholders by achieving medium- to long-term improvements in enterprise value.

Recent years have seen changes in our operating environment become increasingly complex. The Board of Directors face strong expectations, and are tasked with evaluating management strategy with greater focus on medium- to long-term perspectives while supporting improvements in enterprise value. Recognizing what is expected of us, in FY2023 the NGK Group Board of Directors evaluated and passed resolutions on several critical agenda related to improving enterprise value. One major success has been the progress made on discussions related to Group sustainability, including issues such as the environment, quality, safety, and human resources. We repeatedly exchanged opinions concerning the nine materialities we identified based on the NGK Group Basic Sustainability Policy. Through this process, the Group laid the groundwork for the approach we will apply towards realizing the NGK Group Vision. Under the core theme of “defining our vision of a sustainable company”, I feel that we have outlined a path for our Group.

In June 2024, with the approval of the General Meeting of Shareholders, the Board of Directors adopted a new member structure. Of the 10-member Board, we welcomed three female Directors to strengthen our diversity. We also increased the number of Outside Directors from three to four, thereby coming in compliance with the Governance Code parameter outlining that Outside Directors should comprise “at least one-third of all directors”. The biggest role of the Outside Directors is to provide management advice from an independent and objective perspective. Our Outside Directors will fulfill a critical role for the NGK Group by helping ensure we engage in sound business management. The four Outside Directors have vast experience across their relative fields of expertise. I expect that they will serve as reliable advisors as we seek to promote growth and manage risks in the fields of carbon neutrality and digital society, which we position as domains towards which we will pivot future business.

To improve the efficacy of the Board of Directors, once a year we are evaluated by an external agency. Based on those results, we rapidly implement response measures to address indicated issues. Our most recent analysis and evaluation confirmed the efficacy of the Board. However, we are not satisfied with our current state, and will continue to pursue further improvements to efficacy moving forward.

Another important issue that we seek to address immediately is helping stakeholders better understand the NGK Group. I believe it is important that we enhance our information disclosure, not only to our shareholders and investors, but also for our employees and all other stakeholders. As Chairman of the Board of Directors, I will work to promote fairness and transparency that serves the interests of our shareholders and all stakeholders, and I am committed to fulfilling my responsibilities as we continue to pursue a higher level of governance.

Note: This interview was conducted in May 2024.