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The Evaluation of the Effectiveness of the Board of Directors

The Rigaku Holdings Corporation is fully committed to delivering its responsibilities in order to achieve sustainable growth and enhance corporate value over the mid- to long-term. In support of this commitment, the Company conducts an annual analysis and evaluation of the effectiveness of the Board of Directors—engaging an external institution for this purpose—to further advance the Board’s functions and to continuously strengthen our corporate governance framework.
We hereby present an overview of the results of the effectiveness evaluation of the Board of Directors for the fiscal year ending December 2025, as outlined below.

1.Evaluation Method and Process

For the evaluation conducted this year, the Company administered a questionnaire to all Directors and Company Auditors. Next, individual interviews were subsequently carried out with each Director and Company Auditor. Furthermore, in order to obtain a wider range of opinions and utilize them as supplementary input, the same questionnaire and interview process was extended to the Executive Officers.
To ensure the incorporation of an independent external perspective, the Company engaged an external institution for the design, distribution, collection, and analysis of the questionnaires, as well as for providing guidance on the interview approach carried out by the secretariat, and preparation of the report.

【Evaluation Schedule】
Questionnaire Design September 2025
Questionnaire Implementation September–October 2025
Interviews October–November 2025
Compilation and Analysis of Questionnaire and Interview Results into a Report November–December 2025
Discussion of Report at the Board of Directors January 2026
Discussion and Approval at the Board of Directors of the Findings and Responses Based on the Results January 2026

2.Questionnaire Items

The questionnaire items for fiscal year 2025 are set forth below.

  1. Roles and Functions of the Board of Directors
  2. Composition of the Board of Directors
  3. Operation of the Board of Directors
  4. Development of Internal Controls, etc
  5. Role of External Directors
  6. Relationship with Shareholders and Investors
  7. Overall Assessment
  8. Open-Ended Questions about the Governance Framework, etc.

3.Summary of Evaluation Results

Based on the analysis of this fiscal year’s questionnaire and interviews, the following matters were identified.

  • The Board of Directors is conducting comprehensive and multifaceted discussions based on their extensive experience and helped by the presence of a majority of members are external directors with diverse professional backgrounds.
  • Various measures have already been implemented to further enhance the performance of the Board of Directors. Moreover, an ongoing improvement cycle has been established including periodic evaluations, thereby demonstrating the Board’s collective commitment to strengthening its overall effectiveness.

Accordingly, the effectiveness of the Company’s Board of Directors has been confirmed.

4.Findings and Responses

Based on this year’s evaluation, the following findings were identified. By implementing appropriate measures to address these findings, the Company is committed to further enhancing its effectiveness of the Board of Directors and, ultimately, to achieving the Company’s sustainable growth and the improvement of its mid- to long-term corporate value.

  • Further strengthening the collective understanding of the Board’s ideal state and its roles

    It was recognized that strengthening the collective understanding of the “ideal state of the Board of Directors” and the “role of the Board” remains necessary among the Board members.
  • Alignment of various operational framework with the ideal state and roles of the Board of Directors

    We identified the necessity not only to define the Board’s desired future state, but also to enhance the Board’s composition and refine the selection of agenda items in a manner consistent with that ideal state.
  • Enhanced information sharing with the Board of Directors

    To further reinforce the Board’s oversight function, we identified the need to improve the comprehensiveness and depth of reporting to the Board—especially on matters requiring close coordination to advance governance initiatives, such as the deliberation status of the Nomination/Evaluation and Remuneration Committee.
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