We expect the Maxell Group to demonstrate its comprehensive strengths by advancing the
integration of personnel toward growth

Directors

by Integrated Report 2025

On the effectiveness of the Board of Directors
Aigami：
As an outside director at Maxell, I bear responsibility to the company as well as to third parties. I approach Board of Directors meetings with considerable resolve, and, drawing on my own experience, I make a point of firmly stating my views if I find anything questionable in management's decision-making. If there are matters that should be deliberated by the Board of Directors, then, as an outside director, I do not hesitate to propose them.
To maintain this stance, it is essential to have a firm grasp of the latest situation on the ground. In my capacity as an Audit and Supervisory Committee member, I regularly meet with the heads, senior managers, and managers of Maxell's business divisions and Group companies to hear views from the front line while checking whether internal controls are properly functioning.
Within the Board of Directors, the inside directors are also increasingly voicing their opinions, making the discussions even more active. In addition, there are forums for open discussion at the Steering Committee and after Board meetings, where I exchange views with division heads. I intend to continue sharing issues with the executive side and engaging in repeated discussions to resolve them as Maxell continues to evolve.
Hata：
From the perspective of governance as seen by investors, some may be concerned that outside directors do not make up a majority of the Board of Directors of Maxell. However, we established a Nomination and Remuneration Committee in which outside directors form the majority, and we have been making progress in delegating authority related to nominations and remuneration.
We conduct an annual questionnaire-based evaluation of the Board's effectiveness and run the PDCA cycle based on the results. What is most important for enhancing effectiveness, however, is not formality but having an environment where free discussion is possible. Maxell provides us, the outside directors, with information without concealment, and President Nakamura, as chairperson, fosters an atmosphere in which it is easy to speak up, including to voice opposing views. As a result, substantive discussions are increasing. There are matters, such as business continuity, on which the inside directors alone may find it difficult to reach a conclusion, but I believe it is also necessary for us to apply pressure so that the company takes on risk in pursuit of growth.
Murase：
On the point of business continuity that Mr. Hata mentioned, after the previous Mid-Term Management Plan MEX23, under which we withdrew from businesses where future growth would be difficult and worked to transform into a leaner organization, with MEX26 we have shifted to a stage of actively investing in growth fields. Toward 2030, we are at a critical juncture for shifting gears, clearly distinguishing between areas where we will go on the offense and areas where we will hold firm. As the launch of new businesses moves into full swing, I recognize that the role of outside directors will become increasingly important. From an outside standpoint and with a multifaceted bird's-eye view, I intend to offer opinions from both short- and long-term perspectives.
In the past, it was difficult for the Board to discuss medium to long-term themes, but the Directors' Strategy Meeting is now being held, providing time to discuss how we will leverage our strengths to generate value over the medium to long term.
Maxell's challenges and expectations for growth
Aigami：
outsddirec message
For Maxell to grow, the success or failure of the portfolio reform set forth in MEX26 will be a critical factor. To create new products and services, it is important to actively promote personnel exchanges between business divisions and to collaborate with other companies. When employees integrate through inter-division transfers, it can generate a "chemical reaction"; for this reason, I have proposed to management that Maxell introduce an FA (Free Agent) system to encourage personnel rotations. While collaborations with other companies are gradually producing results, I believe that the marketing department and business divisions need to approach other companies even more proactively and explore greater numbers of business opportunities.
Hata：
With respect to personnel rotations, each and every employee needs to recognize that simply continuing to diligently and steadily do the same work will not lead to growth. In addition to this, I would like Maxell's top management and business leaders to broadly communicate within the company the importance of self-improvement, of increasing output, and of acquiring new skills and knowledge through personal effort and rotation.
The Marketing & Sales Division that spans our core businesses was newly established in 2021, but sufficient synergies have not yet been realized. As Mr. Aigami noted, synergies through external collaborations are necessary, and by engaging with other companies we can recognize our own strengths, reexamine where our value lies, and sense the speed at which the world is moving so that we do not fall behind. In that sense, I expect that the acquisition of the primary battery business from Murata Manufacturing Co., Ltd., announced in June 2025, will lead to growth in our core Energy business. In our past M&A deals, it took time for us to enhance corporate value, but this time I hope we will be able to realize synergies and build on our strengths as early as possible.
Murase：
outsddirec message
In formulating MEX26, we spent considerable time discussing where in the global market Maxell's strengths and technological capabilities can be brought to bear, and understanding where there is growth potential. One of the areas identified as growth fields was the small-sized primary battery business, and I expect the M&A with Murata Manufacturing to serve as a catalyst for us to shift gears and accelerate our growth.
Maxell is currently in an offensive phase and is actively investing in growth. To meet customer needs without missing the right timing, we must advance development while communicating with customers from an early stage, and must make prompt decisions with a sense of urgency on matters such as launching new businesses and expanding production lines.
Hata：
Group integration is still only halfway complete.
We also need to review the relationship between Maxell itself and its Group companies.
Aigami：
That's right.
It is important for the Group as a whole, for each company, and for each and every employee to think about and work on how to enhance the Group's overall strength. To strengthen our personnel across the Group as a whole, we need to create opportunities for the responsible executives to explain to employees what the company expects of them and the aims of our personnel and training systems, thereby raising employee awareness and encouraging proactive engagement. I would also like to see a greater focus on developing female leaders and on creating an atmosphere where prospective leaders feel, "If I take the initiative, those around me will support me."
Murase：
With regard to initiatives for developing personnel, in addition to in-house training we also provide training by external instructors, and are increasing company-wide opportunities for younger employees to gain diverse experiences. When I visited SEMICON Taiwan (a semiconductor trade fair) held in Taiwan, I saw many employees, including younger staff, working hard to engage with customers. Through these kinds of on-site experiences, I feel that our policy of personnel development is beginning to take root. As we promote investment in growth fields and the launch of new businesses, I expect employee motivation to rise further and to become a driving force for enhancing corporate value.
Hata：
outsddirec message
The various initiatives under MEX26 are steadily progressing, but to enable a bold portfolio reform, it is urgent that we build a management framework that cultivates and leverages personnel. We must avoid the "bureaucratization caused by an excessively earnest corporate culture" that has befallen many large companies in the past, and to prevent this we must maintain a culture that welcomes people from outside the Group.
Murase：
Maxell's businesses are connected via our Analog Core Technologies, but because our products and technologies are applied in diverse ways and we serve a broad range of customers, there is a risk that sufficient synergies may not readily arise. To turn this into a "One Maxell" strength, it is important for our business divisions to deepen their understanding of one another's businesses, linked by our Analog Core Technologies, and to foster a culture in which business divisions can openly exchange views. For example, if, at management meetings, participants not only report on their own divisions but also offer opinions on other divisions' businesses, then both sides can gain new insights. By strengthening proposals to customers that leverage each business's technological strengths and further enhancing synergies, I believe this will lead to profit growth.
Aigami：
The atmosphere is improving. To further develop Maxell, we need to deepen the discussions on each of the points we have talked about so far and translate them into action, one by one. Our performance has improved, and our financial strength is increasing, but, in a positive sense, we should retain a healthy sense of urgency that "we cannot remain as we are," and provide employees with more opportunities to demonstrate their high motivation.
Fiscal 2024 topics deliberated at the Board of Directors

At the Board of Directors, outside directors have focused on deepening of medium- to long-term strategic discussions, and mainly addressed important matters related to business strategy (such as portfolio strategy), matters related to capital policy (such as actions to implement management that is conscious of cost of capital and stock price, share buybacks, dividends of retained earnings), and matters related to sustainability.
In addition, through reports on the status of executive directors' execution of duties, the status of the internal control system, the status of dialogue with stakeholders such as shareholders, and the status of succession planning implementation, outside directors have appropriately supervised the execution of duties.

Fiscal 2024 topics deliberated at the Nomination and Remuneration Committee

Based on consultations from the Board of Directors, at the Nomination and Remuneration Committee outside directors have deliberated on matters related to nomination and remuneration of directors.
In fiscal 2024, with respect to nominations, in addition to the selection of director candidates, the Committee reviewed the executive structure in light of the appropriate balance of oversight and execution, successor development policy, and the skills that the Board of Directors should possess. With respect to remuneration, the Committee deliberated on revisions to the composition ratios of each component (basic remuneration, short-term incentives (bonuses), and medium- to long-term incentives (share-based remuneration)) as well as the amounts of remuneration for fiscal 2025.

(Japanese)