Activities of the Board of Directors (FY2026 Activities)

Activities of the Board of Directors
(FY2026 Activities)

*fiscal (FY) 2026(April 1, 2025-March 31, 2026)

Board of Directors meetings were held total of fourteen (14) during fiscal 2026, and each meeting took three (3) hours and twenty-four (24) minutes. The attendance of each Director and each Audit & Supervisory Board Members (A&SB Members) member is as follows.

Classification

Name

Number of meetings held during the term

Number of attendance

Attendance Rate

Remarks

Director, Chairperson of the Board

Kazuhiro Tsuga

2

2

100%

Retired in June 23, 2025

Representative Director

Yuki Kusumi

14

14

100%

-

Representative Director

Tetsuro Homma

14

14

100%

-

Representative Director

Mototsugu Sato

2

2

100%

Retired in June 23, 2025

Representative Director

Hajime Tamaoki

12

12

100%

Elected in June 23, 2025

Representative Director

Hirokazu Umeda

2

2

100%

Retired in June 23, 2025

Director

Yoshiyuki Miyabe

2

2

100%

Retired in June 23, 2025

Director

Ayako Shotoku

14

14

100%

-

Director

Kazuyo Sumida

12

12

100%

Elected in June 23, 2025

Director

Akira Waniko

12

12

100%

Elected in June 23, 2025

Director (Outside)

Shinobu Matsui

14

14

100%

-

Director (Outside)

Yutaka Matsuo

12

12

100%

Elected in June 23, 2025

Director (Outside)

Kuniharu Nakamura

12

11

92%

Elected in June 23, 2025

Director (Outside)

Keita Nishiyama

14

13

93%

-

Director (Outside)

Kunio Noji

2

2

100%

Retired in June 23, 2025

Director (Outside)

Michitaka Sawada

14

14

100%

-

Director (Outside)

Junko Seto

12

12

100%

Elected in June 23, 2025

Director (Outside)

Ryusuke Shigetomi

14

13

93%

-

Director (Outside)

Kazuhiko Toyama

2

2

100%

Retired in June 23, 2025

Senior A&SB Member

Hidetoshi Baba

14

14

100%

-

Senior A&SB Member

Yoshiaki Tokuda

14

14

100%

-

A&SB Member (Outside)

Akihiro Eto

14

13

93%

-

A&SB Member (Outside)

Akihiko Nakamura

14

14

100%

-

A&SB Member (Outside)

Setsuko Yufu

14

14

100%

-

The principal agenda of the fiscal 2026 Board of Directors was as follows. During this fiscal year, the focus was particularly on monitoring the progress of the Group mid- to long-term strategy and Group management reforms. These were discussed continually each month, and opportunities for discussion outside Board of Directors’ meetings were also created in order to improve the effectiveness of supervisory functions at the Board of Directors’ meetings. In order to make clear the balance for discussion, the issues were categorized prior to discussion as matters to be resolved, matters to be reported, and matters to be discussed.

Principal agenda

  • Group mid- to long-term strategy (Group Growth Strategy)
  • Progress monitoring of Group management reforms
  • Strategy reports for business in key investment areas
  • Conclusion of an agreement between YKK Corporation and Panasonic Holdings Corporation on the transfer of Panasonic Housing Solutions Co., Ltd. stock
  • Technical trends including AI × robotics
  • Measures for enterprise risk management
  • Measures for Group compliance
  • Reporting of investigation into Group quality compliance
  • Significance of ownership of cross-shareholdings
  • Audit policy and audit reports, etc.

Activities of the Voluntary Nomination and Compensation Advisory Committee

1) Nomination Advisory Committee

The Committee was composed of four (4) members, Outside Director Shinobu Matsui (chairperson), Outside Director Keita Nishiyama, Outside Director Michitaka Sawada, and Representative Director, President Yuki Kusumi.

This Committee met eight times in fiscal 2026, discussing or confirming the following primary matters.

  • Succession plans for the Group CEO
  • Successor candidates for the Group CEO, Executive Officers, and Presidents of Operating Companies
  • Results from internal consideration of Director and other candidates
  • Standard guidelines for reappointment of a Director, Executive Officer, or President of an operating company

The contents of discussions regarding the candidates for Directors, Executive Officers, and Presidents of Operating Companies are reported to the Board of Directors.

2) Compensation Advisory Committee

The Committee was composed of four (4) members, Outside Director Shinobu Matsui (chairperson), Outside Director Michitaka Sawada, Outside Director Ryusuke Shigetomi, and Representative Director, President Yuki Kusumi.

This Committee met eight times in fiscal 2026, discussing or confirming the following primary matters.

  • Review of the stock compensation system
  • Policy for deciding the compensation for individual Directors, Executive Officers, and Presidents of Operating Companies
  • Compensation system, details, and levels, etc. for Directors, Executive Officers, and Presidents of Operating Companies taking into consideration details of payments to individuals based on performance evaluations, etc., competitor companies, conditions in related industries, etc.

The contents of discussions regarding the remuneration system for Directors, Executive Officers, and Presidents of Operating Companies are reported to the Board of Directors.

The members of each committee, number of attendance, and percentage attendance are as follows.

Position

Name

Nomination Advisory Committee

Copensation Advisory Committee

Outside Director

Shinobu Matsui

8/8 (100%)

8/8 (100%)

Keita Nishiyama

7/7 (100%)

-

Michitaka Sawada

8/8 (100%)

8/8 (100%)

Ryusuke Shigetomi

-

7/7 (100%)

Representative Director, President &Executive Officer

Yuki Kusumi

8/8 (100%)

8/8 (100%)

(Notes)

  1. Outside Director Keita Nishiyama took office as a member of the Nomination Advisory Committee on June 23, 2025.
  2. Outside Director Ryusuke Shigetomi took office as a member of the Compensation Advisory Committee on June 23, 2025.
  3. For Outside Directors Shinobu Matsui and Michitaka Sawada, and Representative Director, President Yuki Kusumi, the number of attendance and percentage attendance include meetings of the Nomination and Compensation Advisory Committee held from April 1 to June 22, 2025.

Conduct and utilization of evaluation of the Board of Directors effectiveness

The Company conducts an annual survey to evaluate the effectiveness of the Board of Directors to all the Board members who attend the Board of Directors meetings. The results are reported at the Board of Directors meetings as one of the agenda items, and issues and improvement measures raised by the members of the Board of Directors are discussed. Based on the results of these discussions, the Company continuously builds up a PDCA cycle by considering and implementing measures to improve the structure and operation of the Board of Directors, leading to improvement of the effectiveness of the Board of Directors and strengthening of governance.

1) Important fiscal 2026 measures based on the effectiveness evaluation in fiscal 2025

The fiscal 2025 effectiveness evaluation assessed that fiscal 2025 was the year in which the Board of Directors Members united in enhancing the Company’s corporate value, and the Outside Directors and Audit & Supervisory Board Members and executive team collaborated effectively in decision-making for Group management reform, demonstrating high effectiveness. On the other hand, to further clarify the vision and growth strategy that the Panasonic Group aims for, it was identified as an issue that focused discussions on growth strategy should be conducted in fiscal 2026, and mechanisms for effective discussions (including agenda design, clarification of discussion points, and further enhancement of information provision to the Board of Directors) need to be considered.

Based on the above results, a Board of Directors meeting held on July 30, 2025 discussed improvements to the issues concerning the current Board of Directors, the annual agenda, and the operational policy of the Board of Directors for fiscal 2026. Recommendations were made at the Board of Directors meeting regarding the following points, and the Board focused efforts on addressing them.

  1. Following an Outside Director taking office as chairperson of the Board of Directors, confirming and deciding the agenda and other matters between the chairperson of the Board of Directors and the Group CEO every month
  2. Monthly progress monitoring of Group management reforms and discussion towards formulation of the next mid-term Group strategy
  3. Strengthening supervision of compliance incidents
  4. Enacting the following as mechanisms for conducting effective discussions

    ・Sharing the intended resolution materials, in principle one week before the Board of Directors meeting date

    ・Always including in Board of Directors meetings explanations of how discussions were held at the PHD Strategy Meeting provided by the person who drafted the proposal

2) Fiscal 2026 evaluation of the Board of Directors effectiveness

For the effectiveness evaluation in the current year, it was decided to carry out the evaluation from April to May to correspond with the Director term of office cycle, and to conduct interviews and also a free-response survey for the purpose of conducting the interviews effectively.

An overview of the survey is as shown below.

  • Survey period: Early April 2026 to mid April 2026
  • Period subject to evaluation: June 2025 to May 2026
  • Survey subjects: Directors, Audit & Supervisory Board Members, Executive Officers in attendance
  • Survey format: Total three questions (free-response format)
  • Items of the survey:
  1. Good points and points requiring improvement when looking back at "progress monitoring of Group management reforms" and "discussion of Group strategies"
  2. Good points and points requiring improvement when looking back at agenda matters other than the above
  3. Concerning the fiscal 2027 priority agenda

3) Results and Issues Identified from the Board of Directors Effectiveness Evaluation

Based on the questionnaire and interview results, it was evaluated that in fiscal 2026, the Board of Directors focused on its main agenda on monitoring Group Management Reform and formulating Group Growth Strategy. Continuous discussions on these topics were held every month, and additional opportunities for discussion outside of Board meetings were also provided. As a result, the Board was able to concentrate on the roles it is originally expected to fulfill and effectively perform its functions.

In addition, in discussions on the Group Growth Strategy, Business CEOs also participated enabling more specific and in-depth discussions, including the strategies of each business. This led to an improvement in understanding of the Group strategy, as well as the quality and depth of discussions.

On the other hand, issues were identified, indicated that discussions should be further deepened regarding the Company as a holding company and the functional strategies that support the realization of the Group’s Growth Strategy. It was also noted that the Group’s long-term vision of what the Group aims to become should be further cleared through continued discussion.

Comments were also received regarding the need to strengthen preventive and proactive oversight functions for governance risks.

4) Improvement Measures for the Identified Issues and Board Operational Policy

At the Board of Directors meeting held on July 30, 2026, discussions were conducted on measures to address the issues identified through effectiveness evaluation above, the following initiatives were recommended for fiscal 2027:

  1. Focus on oversight to ensure the achievement of adjusted operating profit of ¥750 billion in fiscal 2029 and on further refining strategies for each business domain.
  2. Conduct intensive discussions on the Group’s medium- to long-term strategy, utilizing off-site sessions outside formal Board of Directors meetings.
  3. Continue regular monitoring of compliance and risk management as key agenda items. In particular, place emphasis on overseeing cybersecurity measures and geopolitical risks, which could have significant cross-company impact across the Group.
  4. Further enhance initiatives aimed at expanding the knowledge and expertise of the Board of Directors.
  5. Set Board agendas in consideration of the Corporate Governance Code revised in July 2026.

With respect to Board operations, the Company will continue to enhance effectiveness through ongoing reviews and continuous improvement efforts, including the active utilization of forums such as the Independent Directors’ Committee.