Directors

In order that the Board of Directors may fulfill its roles and duties effectively, the Company aims for the Board to be composed of members who have experience and knowledge in the areas of corporate management, business execution, and strengthening of business foundation. When nominating candidates for outside director, the Company aims to achieve a composition of people with experience such as a corporate manager and with specialist knowledge in areas such as finance and accounting, legal affairs, compliance or sustainability.

(Notes)
1. The table on the left lists up to three of the skills possessed by the directors, and does not show all of the skills they possess.
2. “Management Experience” means experience and knowledge that provides the basis for strategic thinking aimed at achieving sustainable improvements in shareholder value over the medium to long term.
3. “Knowledge of the Medical Device Industry” means experience and knowledge that provides the basis for comprehensive decision-making in the rapidly changing medical device industry.
4. “Sales/Marketing” means experience and knowledge that provide the basis for formulating competitive sales strategies.
5. “Sales/Marketing” means experience and knowledge that provide the basis for formulating competitive sales strategies.
6. “Finance/Accounting” means experience and knowledge that provides the basis for making decisions in relation to corporate and business activities.
7. “Legal Affairs/Compliance/Sustainability” means experience and knowledge that provides the basis for taking advantage of opportunities and managing risk in relation to corporate and business activities.
8. “Personnel Affairs/Human Resource Development” means experience and knowledge that provides the basis for securing and utilizing management resources in relation to corporate and business activities.
9. “DX/IT” means experience and knowledge that provides the basis for reforming business processes in relation to corporate and business activities.

Director Appointment/Dismissal Process

Director candidates are deliberated based on appointment criteria by the Nomination and Remuneration Advisory Committee, finalized by the Board of Directors upon receipt of the committee's report, and then submitted to the General Shareholders Meeting for resolution. Candidates for Director who are Audit and Supervisory Committee Members must obtain the prior consent of the Audit and Supervisory Committee.

If it is recognized that any of the predetermined criteria for dismissal are met during the term of office, the Nomination and Remuneration Advisory Committee will deliberate on the matter, and upon receipt of the Committee’s report, the Board of Directors will make a decision and initiate procedures for dismissal by resolution at the General Shareholders Meeting.

Appointment Criteria

・Excellent personality and insight, and high ethical standards
・Able to make appropriate decisions regarding overall management
・Able to objectively analyze and make judgments from a company-wide perspective
・Excellent foresight, insight, and leadership
・Audit and Supervisory Committee Member candidates must have the knowledge, experience, and expertise necessary for conducting audits

In the appointment of Outside Directors, in addition to the independence standards stipulated by Tokyo Stock Exchange, we make decisions based on the independence criteria for Outside Directors established by JLL, on the premise that the director can execute their duties as an Outside Director in an independent capacity.

We judge outside directors are independent with no risk of conflicts of interest with general shareholders if they do not fall under any of the following items.

1. Persons who have been executive directors, executive officers, or other employees. (hereinafter referred to as "Business Executors") of the Company or its subsidiaries (hereinafter referred to as "the JLL Group") at present or in the past 10 years

2. Persons or any company’s Business Executors who have the JLL Group as a major business partner with the amount of transactions with the JLL Group in the most recent fiscal year more than two percent or more of such persons’ or Business Executors’ consolidated net sales

3. Major business partners of the JLL Group or their Business Executors with the amount of transactions with such business partners in the most recent fiscal year more than two percent or more of the JLL Group’s consolidated net sales

4. Major lenders or their Business Executors to the JLL Group with the amount of the JLL Group’s borrowings from such lenders exceeding two percent of the JLL’s consolidated gross asset

5. Consultants, accounting experts, or legal experts who receive a large amount of money* or other property from the JLL Group other than remuneration for their services as directors (if the person receiving such property is a corporation, the person belonging to such corporation.) (Note: the amount is judged as large if the amount of money or other assets exceeds, on average, 10 million yen per year for an individual, or two percent of the consolidated net sales of a corporation, for the past three fiscal years)

6. A person or Business Executors of a corporation who hold 10 percent or more of the total voting rights of the Company

7. Business Executors of companies that have directors (whether full-time or part-time) from the JLL Group

8. Persons or any organization’s Business Executors that have received donations or grants from the JLL Group more than 10 million yen per year in the most recent fiscal year.

9. The accounting auditor of the JLL Group or a person belonging to an auditing firm that is the accounting auditor of the JLL Group

10. Those who have fallen under any of 2 to 9 in the last one year

11. Close relative (spouse or relative within the second degree) of a person who falls under any of 1 through 9 (limited to a person in an important position such as directors other than outside directors, executive officers, or officers with equivalent authority)

The Nomination and Remuneration Advisory Committee discusses the succession plan for the CEO. With regard to the development of candidates for succession, the President and CEO takes the initiative in providing opportunities for candidates to accumulate knowledge and experience through personnel transfers, assignments of high managerial importance, and other measures, and the Nomination and Remuneration Advisory Committee confirms the process. In addition, the Nomination and Remuneration Advisory Committee confirms the status of candidate development by conducting a multifaceted evaluation of successor candidates annually.

In order to ensure objectivity and transparency in the remuneration determination process, the Nomination and Remuneration Advisory Committee deliberates on the basic policy for remuneration, composition, and amount of remuneration of directors, and the Board of Directors decides based on the report from the Nomination and Remuneration Advisory Committee.

Basic Policy of Remuneration for Directors

We have established the following basic policy to ensure that the remuneration system for directors functions properly to achieve sustainable growth and enhance shareholder value of the Company.

1. Provide appropriate incentives for achieving performance targets
2. Provide a competitive remuneration level that will lead to the recruitment of excellent human resources
3. The amount of remuneration should contribute to the enhancement of shareholder value over the medium- to long-term.
4. The process of determining remuneration should be highly objective and transparent.

The remuneration for directors is composed of fixed remuneration, performance-linked bonuses, and performance-linked stock remuneration (Directors’ remuneration BIP trust). In addition to fixed monetary remuneration, we have adopted performance-linked bonuses as monetary remuneration linked to short-term performance and performance-linked stock remuneration as an incentive for medium- to long-term improvement of shareholder value. In addition, for directors who are Audit and Supervisory Committee members and outside directors, we will only provide fixed remuneration, considering their roles and level of independence from JLL.

Remuneration for Directors

* Nomination and Remuneration Advisory Committee

The ratio of performance-linked remuneration to the total amount of remuneration is approximately 80% for fixed remuneration and 20% for performance-linked remuneration in the case of a standard level of performance achievement, as an average of the eligible directors. The ratio of non-monetary remuneration to total remuneration is, on average, 90% for monetary remuneration and 10% for non-monetary remuneration.

Remuneration for Directors (FY3/2025)

(Notes)
1. The table includes one director whose term of office expired and who retired at the conclusion of the 44th Annual General Meeting of Shareholders held on June 26, 2024.
2. The breakdown of the total amount of non-monetary remuneration for directors (excluding directors who are Audit and Supervisory Committee members and outside directors) is 36 million yen as performance-linked remuneration.

We actively provide information so that Directors can appropriately fulfill their roles and responsibilities. Prior to Board of Directors Meetings, materials are distributed in advance and opportunities are provided for Outside Directors to receive explanations of agenda items to stimulate discussion. For training, we provide opportunities for external training to understand roles and responsibilities upon appointment, as well as support for annual training and covering necessary learning costs. Additionally, we organize factory tours and business briefings for Outside Directors to deepen their understanding of JLL.