Corporate Governance Organization 日本語

Basic Views

The Nikon Group will strive to achieve sustainable growth and enhancement of its corporate value over the medium to long term, by improving management efficiency and transparency and further strengthening the supervisory function over management in light of the purpose of Japan's Corporate Governance Code.

System

Aiming to further enhance corporate governance, Nikon adopted a company with an Audit and Supervisory Committee. This position further strengthens the supervisory function of the Board of Directors as it strives to streamline decision-making and clarify management responsibility arising through delegation of authority.

Nikon's Corporate Governance Organization (As of June 26, 2026)

The General Shareholders' Meeting elects and removes directors, Audit and Supervisory Committee members, and the Accounting Auditor. The Board of Directors submits inquiries to the Nominating Committee and the Compensation Committee, and they report their findings to the Board of Directors. The Independent External Directors' Meeting submits proposals to the Board of Directors. The Board of Directors also supervises the Executive Committee and various other committees etc., including the Sustainability Committee. The Audit and Supervisory Committee audits and supervises the Board of Directors, the Executive Committee and various other committees etc., including the Sustainability Committee, and cooperates with the Accounting Auditor and the Internal Audit Department. The Accounting Auditor audits the Executive Committee and various other committees etc., including the Sustainability Committee, and cooperates with the Internal Audit Department. The Internal Audit Department reports to the President, Executive Committee, and audits officers and departments/group companies. The Sustainability Committee, Risk Management and Compliance Committee and Quality Committee are under the control of the President.

Board of Directors

The Board of Directors supervises management by directors and assumes the decision-making functions regarding matters prescribed under laws and regulations, the Articles of Incorporation of the Company, as well as the important matters concerning the Nikon Group. For the purpose of clarifying the scope of delegation to executive directors and officers while ensuring prompt decision-making and management by executive directors and officers, the Company specifically sets out the matters subject to deliberation at Board of Directors’ meetings in the criteria for matters subject to deliberation and reporting at Board of Directors’ meetings. For example, the Board of Directors makes decisions on matters concerning important management issues, including the basic management policies, the Medium-Term Management Plan, the annual plan, the Basic Policy on Internal Control System, and investments and loans exceeding a certain amount. Moreover, in order to further strengthen the supervisory function of the Board of Directors, the Company has appointed six independent external directors (including three Audit and Supervisory Committee members).
Meetings of the Board of Directors are presided at by Chairman of the Board, who is a non-executive director.

Audit and Supervisory Committee

The Audit and Supervisory Committee audits and supervises the status of management by Directors who are not Audit and Supervisory Committee members, and officers as an independent body. For such a purpose, Audit and Supervisory Committee members regularly attend meetings of the Board of Directors as well as important meetings such as the Executive Committee, and conducts audits and supervision over management and directors. In addition, to further enhance the independence and neutrality of the audit system, the Audit and Supervisory Committee shall consist of five Audit and Supervisory Committee members, including three independent external directors.

Nominating Committee

The Company has a Nominating Committee as a voluntary advisory body to the Board of Directors. External directors comprise a majority of the members, and an external director chairs the Committee.
The Nominating Committee primarily formulates criteria for the election and removal of the chief executive officer, president and directors, nominates candidates, considers the composition of the Board of Directors, and oversees evaluation and assignment of officers so as to ensure that decisions on the election and removal of directors and officers are transparent and objective.

Compensation Committee

The Company has a Compensation Committee as a voluntary advisory body to the Board of Directors. External directors comprise a majority of the members, and an external director chairs the Committee. The Compensation Committee deliberates and makes proposals for policy regarding executive compensation as well as various related systems so as to ensure objectivity, transparency, and linkage with performance in the process of determining executive compensation.

Independent External Directors' Meeting

The Company has an Independent External Directors' Meeting whose members are all external directors. The meeting serves as an opportunity for the members to freely exchange opinions and have discussions from an independent and objective standpoint about issues and matters to be deliberated by the Board of Directors. Based on the results of this meeting, the Independent External Directors' Meeting makes proposals to the Board of Directors and helps stimulate discussions at Board of Directors' meetings.

Executive Committee

The Executive Committee, as the highest decision-making body of management, swiftly and decisively makes decisions on individual major management issues delegated by the Board of Directors, in accordance with basic management and other policies, as determined by the Board of Directors.

Directors' Skills Matrix

To accomplish its management strategy, the Company has selected the specific skills expected from its directors as shown in the table below, and authorized them following the deliberation by the Nominating Committee. The skills include knowledge on and experience in corporate management, management strategy, internal control, and governance as well as the Company's business characteristics and issues. The composition of the Board of Directors is designed to ensure that each director possesses these skills in a well-balanced manner and the Board as a whole can demonstrate its effectiveness, taking into account the need to maintain diversity and an appropriate number of directors.

Definition of skills

Corporate management and management strategy: knowledge on and experience in corporate management and formulation/implementation of management strategies.
Internal control and governance: knowledge on and experience in establishing/operating internal control and governance systems for the purpose of sound and efficient business operations.
Legal and risk management: knowledge on and experience in managing the legal affairs and risks to maintain appropriate business activities.
Finance and accounting/M&A: knowledge on and experience in finance and accounting to help build a strong financial foundation; knowledge on and experience in mergers and acquisitions aimed at achieving sustainable growth.
Global business: knowledge on and experience in corporate management and business development on a global scale.
Technology: knowledge on and experience in formulating/implementing strategies for R&D, design and production technologies that respond to customer needs and changes in the external environment.
Sustainability: knowledge on and experience in sustainability initiatives, including climate change response, resource circulation, respect for human rights, and utilization of diverse human resources.

  • Indicates the External Director

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TitleNameNominating CommitteeCompensation CommitteeKnowledge and experience expected from directors 
Corporate management and management strategyInternal control and governanceLegal and risk managementFinance and accounting / M&AGlobal businessTechnologySustainability
Representative Director and ChairmanMuneaki Tokunari   
Representative DirectorYasuhiro Ohmura   
DirectorYoichi Kassai     
Director*
Chairman of the
Board
Takuya Nakata 
(Chair)
    
Director*Tsuneyoshi Tatsuoka     
Director*Toshihiro Uchiyama     
Director
Full-time Audit and Supervisory Committee Member
Satoshi Hagiwara      
Director
Full-time Audit and Supervisory Committee Member
Seiji
Kikuchi
      
Director*
Chair of Audit and Supervisory Committee
Shigeru Murayama
(Chair)
     
Director*
Audit and Supervisory Committee Member
Michiko Chiba     
Director*
Audit and Supervisory Committee Member
Yoko Seki     

(Of skills each director possesses, up to four items of knowledge and experience on which the Board particularly relies are listed.)

External Director

In the appointment of its external directors, the Company attaches importance to ensuring their independence. Nikon appoints external director candidates from among those with a wealth of knowledge and experience as executives of other companies or with expertise and experience as specialists such as attorneys and certified public accountants, and who are qualified to take part in the management supervision function from a fair and objective standpoint independent of management.

Reasons for Appointment

Reasons for Appointment of External Directors, except Audit and Supervisory Committee Members

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Name

Reasons for Appointment

Takuya Nakata

Takuya Nakata served as Director, President and Representative Executive Officer of Yamaha Corporation and has held other important positions, and possesses long years of management experience and outstanding insight. For those reasons, we expect that he will be able to provide advice and recommendations on the overall management of the Company from a big-picture perspective and that he will also be able to contribute to securing the soundness and appropriateness of the Company’s management as well as to the enhancement of its transparency.

Tsuneyoshi Tatsuoka

Tsuneyoshi Tatsuoka has held important positions at the Ministry of Economy, Trade and Industry, and possesses outstanding insight regarding industrial and economic policies. For those reasons, we expect that he will be able to provide advice and recommendations on the overall management of the Company from a big-picture perspective and that he will also be able to contribute to securing the soundness and appropriateness of the Company’s management as well as to the enhancement of its transparency.

Toshihiro Uchiyama

Toshihiro Uchiyama served as Director, President and Chief Executive Officer of NSK Ltd. and has held other important positions, and possesses long years of management experience and outstanding insight. For those reasons, we expect that he will be able to provide advice and recommendations on the overall management of the Company from a big-picture perspective and that he will also be able to contribute to securing the soundness and appropriateness of the Company’s management as well as to the enhancement of its transparency.

Reasons for Appointment of External Directors who are Audit and Supervisory Committee Members

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Name

Reasons for Appointment

Shigeru Murayama

Shigeru Murayama served as Representative Director and President of Kawasaki Heavy Industries, Ltd. and has held other important positions, and possesses long years of management experience and outstanding insight. For those reasons, we expect that he will be able to provide advice and recommendations on the overall management of the Company from a big-picture perspective and that he will also be able to contribute to securing the soundness and appropriateness of the Company’s management as well as to the enhancement of its transparency.

Michiko Chiba

Michiko Chiba possesses outstanding insight regarding corporate accounting, finance and governance through her abundant experience in auditing operations as a Certified Public Accountant at an auditing firm. For those reasons, we expect that she will be able to contribute to securing the soundness and appropriateness of the Company’s management as well as to the enhancement of its transparency.

Yoko Seki

Yoko Seki possesses outstanding insight regarding legal affairs and corporate accounting, etc. as an attorney-at-law and a Certified Public Accountant. For those reasons, we expect that she will be able to contribute to securing the soundness and appropriateness of the Company’s management as well as to the enhancement of its transparency.

Attendance at Meetings of the Board of Directors, and Audit and Supervisory Committee (Fiscal year ended March 31, 2026)

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Name

Category

Board of Directors

Audit and Supervisory Committee

Shiro Hiruta

Director

19 of 19

-

Tsuneyoshi Tatsuoka

Director

19 of 19

-

Takuya Nakata

Director

14 of 14

-

Shigeru Murayama

Director
(Audit and Supervisory Committee member)

19 of 19

11 of 12

Asako Yamagami

Director
(Audit and Supervisory Committee member)

19 of 19

12 of 12

Michiko Chiba

Director
(Audit and Supervisory Committee member)

18 of 19

11 of 12

* Takuya Nakata was elected as Director who is not an Audit and Supervisory Committee Member at the 161st Annual General Shareholders’ Meeting held on June 27, 2025. Accordingly, the number of meetings held and the number of meetings he attended represent those after his election.

Evaluation of the Board of Directors' Effectiveness

Nikon asks a third-party organization to analyze and evaluate the effectiveness of its Board of Directors in order to further improve its functions. The efforts to address issues identified through the previous evaluation (for the fiscal year ended March 31, 2025) as well as the issues identified in this evaluation (for the fiscal year ended March 31, 2026) and future responses are outlined below.

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Evaluation Method and Overall Evaluation

  • A third-party organization conducted a survey and individual interviews of all directors on general matters related to the Board of Directors, its composition, meeting preparations, and details of deliberations, among others, to evaluate Board effectiveness.
  • As a result of the above evaluation, the Board of Directors confirmed that its effectiveness has been ensured overall.

Identification of Issues and Discussion of Response Policies

  • Based on the results of the effectiveness evaluation, the Board of Directors identified issues and discussed response policies through the following process.
    (1) Shared the evaluation results and issues identified at its meeting held in April 2026
    (2) Confirmed the issues and exchanged opinions on response policies at Independent External Directors’ Meeting held in April 2026
    (3) Discussed efforts aimed at enhancing Board effectiveness at its meeting held in May 2026

Efforts to Address Issues Identified in Previous Evaluation

  • Further reinforcement of the monitoring function of the Board of Directors
    Opportunities for discussions outside the Board of Directors’ meetings have been increased by utilizing advance briefings and study sessions for directors, while communication has been enhanced through one-on-one dialogues between external directors and the president, as well as meetings between external directors and officers. As a result, discussions at the Board of Directors’ meetings have been further enhanced, thereby establishing the foundation for improving the monitoring function.
  • Enhancement of discussions on management conscious of cost of capital and stock price
    Discussions about the way of management conscious of cost of capital and stock price have been taken place several times at the Board of Directors’ meetings in the process of formulating the FY 2026-2030 medium-term management plan, thereby establishing KPIs and monitoring system thereof to ensure the achievement of the medium-term management plan.
  • Ongoing monitoring of internal control and risk management systems
    Internal control and risk management systems have been regularly and continuously monitored, and the way of internal control and risk management systems necessary for the achievement of the FY 2026-2030 medium-term management plan and present issues have been discussed and recognized at the Board of Directors’ meetings in the process of formulating the medium-term management plan.

 

Response Policies for Issues Identified in This Evaluation

  • Monitoring of progress on the medium-term management plan
    For the steady achievement of the FY 2026-2030 medium-term management plan, recognize signs of changes in external environment and discuss necessary measures in a timely manner by appropriately monitoring progress on the medium-term management plan by the Board of Directors.
  • CEO succession plan
    In light of transition to the new management team, discuss CEO succession plan mainly at the Nominating Committee.
  • Monitoring of the second line function of management base
    To ensure the achievement of the FY 2026-2030 medium-term management plan, further reinforce monitoring of the second line function of the management base such as human capital, manufacturing and DX mainly by increasing opportunities to report to the Board of Directors’ meetings.

Taking into account the issues raised by this evaluation, Nikon plans to continue implementing measures to further enhance Board effectiveness going forward.

Compensation of Directors

Matters related to compensation, etc. of Directors (Fiscal year ended March 31, 2026)

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CategoryNumber of personsTotal amount by type of compensation (million yen)Total (million yen)
Fixed compensationBonusPerformance Share UnitRestricted Stock
Directors who are not Audit and Supervisory Committee Members727214278365
 Of which External Directors472---72
Directors who are Audit and Supervisory Committee Members5112---112
 Of which External Directors349---49
  1. Payment of the above amounts of bonus and PSU to Directors who are not Audit and Supervisory Committee Members has been resolved at the meeting of the Board of Directors held on May 18, 2026, after deliberation at the Compensation Committee.
  2. Directors who are not Audit and Supervisory Committee Members include one Director (including one External Director) who retired as Director who was not Audit and Supervisory Committee Member upon expiration of his term of office at the conclusion of the 161st Annual General Shareholders' Meeting held on June 27, 2025.

Number of Women and Non-Japanese Appointed as Nikon Group Directors / Officers and Corporate Auditors (As of March 31, 2026)

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Category

Women

Non-Japanese

Nikon Corporation

2

1

Group companies*

13

46

  • Local equivalent to director, officer, and corporate auditor included in the count. Cases of directors or officers serving in concurrent posts are counted as one individual.

Corporate Governance Report

The Corporate Governance Report submitted to the Tokyo Stock Exchange


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