Integrated Report 2025

Sustainability: GovernanceMessage from External Directors and Audit and Supervisory Board Members

The Company’s independent external directors and auditors possess a wealth of experience and knowledge from numerous companies based in Japan and globally, and fulfill an important role in achieving sustainable growth for PHC Group. Below are messages from our three independent external directors and three auditors on topics including our company’s strengths and possibilities, and how personal skills and experience can be utilized in management.

Ivan Tornos

Ivan Tornos
Director (Independent External Director)

Driving Growth through Diagnostics & Life Sciences

As outlined in the Value Creation Plan 2027, PHC Group will focus on its Diagnostics & Life Sciences business to achieve sustainable growth. Through this business strategy, we will contribute to improving patients’ healthcare outcomes by leveraging our unique precision technologies and our global business foundation. As an External Independent Director, I advise PHC Group from three perspectives: (1) introducing best practices of global markets, (2) improving capital efficiency of business portfolio management, and (3) setting KPIs to manage the progress of initiatives. I also oversee a balanced framework that ensures effective resource allocation and strong governance. Actively incorporating diverse employee feedback, we are committed to fostering a culture that constantly generates innovative ideas.

In collaboration with our stakeholders, our efforts will remain focused on achieving sustainable growth and creating new value. At the same time, while driving various initiatives outlined in the Value Creation Plan 2027 sustainability strategy, we will enhance our quantitative monitoring progress on an annual basis and further elevate transparency.

David Sneider

David Sneider
Director (Independent External Director)

Creating Sustainable Value through Board Leadership and Improved Portfolio Management

At PHC Group, the Board of Directors seeks to ensure an optimal balance between oversight and guidance for management by fostering open and constructive discussions that leverage diverse expertise. Every year, an evaluation of the effectiveness of the Board of Directors is conducted, during which the transparency of proceedings and the decision-making process are examined using quantitative indicators. At the same time, we continuously strive for improvement by incorporating advanced governance practices from both domestic and international examples. In fiscal year 2025, we have focused on improving business portfolio management, prioritizing capital allocation and growth investment based on ROIC. Additionally, we engaged external experts to review board materials, improving their quality and submission timing to allow for more in-depth discussions. During board meetings, we revisited sustainability challenges and risk tolerance, while closely monitoring the creation of group synergies and integration processes following mergers and acquisitions. We will continue to work closely with our CEO to enhance PHC Group’s corporate value and achieve sustainable growth by providing innovative products and services. We sincerely appreciate your continued support.

Misa Yamashita

Misa Yamashita
Director (Independent External Director)

Contributing to Enhancing Corporate Value by Empowering People and Organizations, and Fostering a Corporate Culture

Since its establishment as Matsushita Kotobuki Electronics in 1969, our company has built on a legacy of precision manufacturing excellence, which remains one of our key strengths. Over the years, we have integrated diverse global businesses and now deliver innovative products and services to a wide range of stakeholders in the healthcare field. As “One PHC,” we are driving synergies, particularly in the Diagnostics & Life Sciences domain, to contribute to the health of society. The Board of Directors continuously evaluates key governance aspects, including succession planning and the balance of our skill matrices, to reinforce an agile and responsive governance framework. As Chairperson of the Nomination and Compensation Committee, I monitor the progress of our human capital strategies outlined in the Value Creation Plan 2027, with a focus on diverse perspectives to enhance organizational vitality. Additionally, we are promoting innovation by expanding cross-functional collaboration and working closely with the management team to emphasize the importance of cultivating a corporate culture that values and rewards new challenges. Moving forward, we will leverage our legacy of precision technologies and the synergies created by our talented employees to build a solid foundation for the growth of PHC Group and its employees, further enhancing corporate value.

Toru Yoshimitsu

Toru Yoshimitsu
Audit and Supervisory Board Member

As an Audit and Supervisory Board Member—Preserving Trust in the Company and Contributing to its Sustained Growth PHC

Since becoming a full-time PHC Group Audit and Supervisory Board Member, I have felt the strong desire from company leadership to quickly implement the growth strategies outlined in the Value Creation Plan 2027.

I previously served as a director, audit and supervisory committee member at a pharmaceutical company, and before that, I worked in clinical development for new drugs, strategy for the research field, R&D projects, valuation of corporate acquisition deals, long-term (10-year) portfolio strategies, while having the experience of creating medium-term and annual plans. Through this experience, I recognize that the concerted efforts of management and business frontlines are the key to realizing growth strategies.

To continue to build trust in PHC Group, I will conduct preventive audits as an Audit and Supervisory Board Member so that potential issues can be addressed before they actually occur. At the same time, I will closely monitor for any discrepancies between the company’s management policy and frontline operations, and will delve into root causes, and present possible corrective measures. Through these actions, I will contribute to the company achieving sustainable growth.

Tetsuo Kitagawa

Tetsuo Kitagawa
Audit and Supervisory Board Member (Independent External Audit and Supervisory Board Member)

Striving to Be a Leader in Precision Technology that Powers the Future of Healthcare—Our Continued Commitment to Bold Challenges

The three business domains of PHC Group are facing rapid changes driven by technological innovations, evolving regulations, and dynamic market trends. While a gradual approach could be considered, we are committed to accelerating progress toward our goals to improve profitability and efficiency as outlined in our Value Creation Plan 2027 by taking on the challenge of agile investments, including M&A. As an independent external auditor, I focus on monitoring ROIC and cash flow while overseeing initiatives aimed at debt reduction and improving capital efficiency from a shareholder perspective. In response to the expansion of non-financial disclosures, we are strengthening communication with our stakeholders, including customers, shareholders, investors, and employees. By improving the quality of investments and disclosures, and continuously accumulating knowledge, I am confident that we can foster a virtuous cycle that accelerates compounding value creation. Moving forward, I will continue to contribute from an independent standpoint by providing constructive and objective recommendations, striving to help the company move closer to becoming a “leader in precision technology that powers the future of healthcare.” We look forward to your continued support as we take on these challenges.

Yukiko Moriyama

Yukiko Moriyama
Audit and Supervisory Board Member (Independent External Audit and Supervisory Board Member)

Sound and Sustainable Corporate Management Supported from a Legal Perspective

Following the Annual General Meeting of Shareholders held in June 2025, I was appointed as an Independent External Audit and Supervisory Board Member.

PHC Group, guided by its vision of “be a leader in precision technology that powers the future of healthcare,” has consistently demonstrated swift and precise decision-making in management. Furthermore, I believe that the group’s governance framework is supported by the diverse perspectives and expertise of its officers, who provide valuable advice and supervision, thereby promoting management practices that are both transparent and sound.

As a lawyer, I have worked extensively in corporate legal affairs, establishing compliance frameworks, addressing harassment issues, and managing crises. Additionally, as an external director (Audit Committee Member of a company with a nomination committee, etc.) for other organizations, I have contributed to management oversight and the enhancement of governance. Leveraging the expertise and experience I have gained thus far, I am committed to enhancing the auditing functions and further strengthening the governance structure of PHC Group.

I will fulfill my responsibilities as an Audit & Supervisory Board Member to ensure that PHC Group achieves sustainable growth as a trusted company in society, grounded in compliance with laws and regulations and a strong sense of ethics.