Environment, Society, GovernanceCorporate GovernanceDiverse matrix of the Board of DirectorsIndependent (outside officers)Corporate managementIndustry insightInternational experienceExpertiseGender*Akio Tanaka√√MHiroshi Geshiro√√√MMikio Inohara√√Finance/AccountingMShuichi Honda√ (Bank)√ √MHidenori Iwamoto√√√MYoshiyuki Nakashima√√√HR/General affairsMSeiji Sato√√√MYoshiaki Ozawa√√Finance/AccountingMMineo Sakai√√ (IT)√Finance/AccountingMKaku Kato√√ (Trading/Energy)√LegalMKeiko Kaneko√LegalF*M: Male, F: FemaleActivity of outside directors and outside Audit & Supervisory Board membersNameBoard meeting attendanceActivityOutside directorsYoshiaki OzawaBoard of Directors: Regular: 12/12 times Special: 6/6 timesManagement Advisory Meeting: 3/3 timesProvides expert advice and recommendations to the Board of Directors based on his extensive knowledge in finance and accounting and experience working outside of Japan.Mineo SakaiBoard of Directors: Regular: 9/9 times Special: 4/4 timesManagement Advisory Meeting: 2/2 times(Assumed office in June 2018)Provides insightful advice and recommendations to the Board of Directors based on his abundant experience and extensive knowledge in corporate management.Kaku Kato(Assumed office in June 2019)Provides insightful advice and recommendations to the Board of Directors based on his abundant experience and extensive knowledge in corporate management also in terms of safety, ESG (environment, society, governance), compliance and internal control.Keiko Kaneko(Assumed office in June 2019)Provides insightful advice and recommendations to the Board of Directors based on her abundant experience and extensive knowledge in corporate legal affairs, also from her professional standpoint as a lawyer.Ryosuke AiharaBoard of Directors: Regular: 12/12 times Special: 6/6 timesAudit & Supervisory Board: 6/6 timesProvides expert advice and recommendations to the Boards, as a lawyer.Tsukasa MiyajimaBoard of Directors: Regular: 9/9 times Special: 4/4 timesAudit & Supervisory Board: 4/4 times(Assumed office in June 2018)Provides insightful advice and recommendations as a university professor specializing in legal affairs to the Boards, based on extensive experience as a legal expert.Nobuo Wada(Assumed office in June 2019)Provides insightful advice and recommendations as a university professor specializing in condensed matter physics to the Boards, based on extensive experience as an academic expert.Performance-linked remuneration system for Board membersRemuneration for officers of Daifuku consists of the following three types; the base salary that reflects their roles and responsibilities, a bonus (short-term performance-based compensation) that reflects their performance results, and the performance-based equity compensation that reflects a medium- to long-term improvement in business performance and the shareholder value.Performance-based remuneration and other compensationPerformance-linked remunerationOtherTitleBonusBoard Benefit Trust, a performance-linked equity compensationBase salaryCoveringInternal directors of the Board, full-time members of the Audit & Supervisory BoardInternal directorsAll officersIndexGrowth rate of operating income (target from quantitative aspect)- Each FY: Achievement of performance target (net income amount and ratio) - Achievement of medium-term business plan: Each targets of net sales, operation income, ROE in the Value Innovation 2020 (April 2017 - March 2021)— The basic policy on the determination of remuneration for each position is to make a fair evaluation of all three types of compensation based on the evaluation criteria set by the Company, using factors according to qualification and job title. When setting the remuneration level and determining individual remuneration, we secure objectivity, transparency and reasonability by reference to trends in remuneration outside the Company and through deliberations at the Advisory Committee.Outside Audit & Supervisory Board members46
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