Outside Director’s Message

As the company enters a period of transformation, what sorts of discussions have been had at Board of Directors meetings?

The MEDIPAL Group is pursuing strategic investments with a view to medium- to long-term growth. The Board of Directors has seen repeated lively discussions about important deals that will have significant impact on the management of the Company.

Among these, the decision to convert PALTAC CORPORATION into a wholly-owned subsidiary was a key decision-making, as it encompassed not only issues of governance arising from the listing of the parent company and the resolution of conflicts of interest, but also the integration of prescription pharmaceutical and daily necessity logistics, and the maximization of group synergies through the coordination of data. I believe that the best decision was reached as a result of exhaustive discussions among internal and external directors, with each bringing their diverse perspectives based on their respective experiences and areas of expertise.

I have a strong sense that the current Board of Directors has repeated frank and constructive discussions among both internal and outside directors, and that its decision-making functions and oversight functions are working effectively.

As an independent outside director, I verify the soundness and validity of management decisions from an objective perspective, and work to increase the effectiveness of governance so that it contributes to sustainably increasing corporate value.

What do the Nomination and Compensation Committees focus on to achieve sustainable management?

I have served as a chair of the Nomination and Compensation Committees since FY2026.

I believe the key themes on the Nomination Committee are enhancing succession planning recognized as challenges at evaluations of the effectiveness of the Board of Directors, and fostering next-generation leadership in a planned manner. I take an active role in leading discussions from the objective perspective of an outside director, seeking to use this as an important platform for supporting management sustainability.

Ensuring the diversity of the Board of Directors is also a foundational theme. What matters here is not just making an aim fulfilling certain composition quotas, but achieving diversity that contributes to corporate value. In addition to increasing the ratio of female directors, we are seeking to ensure the Board of Directors is composed of members with diverse experiences and areas of expertise, while paying due attention to filling out the talent pipeline of leadership candidates.

At the Compensation Committee, we are in constant discussions over how the compensation system should work to align increasing corporate value and executive incentives for the medium to long term. We will continue to deepen our examinations aimed at building the best compensation structure, while properly examining its effectiveness in raising corporate value and the suitability of the system’s design.

How does the Company meet the expectations of the market and of investors while also fulfilling its role as social infrastructure?

The MEDIPAL Group’s mission is to support people’s medical and health care as social infrastructure. For this reason, the Company believes that ensuring business continuity and delivering stable value, while responding flexibly to changes in society and the business environment is an important corporate responsibility beyond the pursuit of short-term profit alone.

At the same time, the Company is properly aware that there is strong market interest in its investments that will take some time to bear fruit, beginning with its joint development with JCR Pharmaceuticals Co., Ltd., in terms of the reliability of investment returns and capital efficiency. I believe that we need to continuously monitor the progress and outcomes of such projects and have even deeper discussions at the Board of Directors about them, including about their capital efficiency.

We appreciate that investors evaluate the Company in terms of its medium to long-term corporate value creation, rather than short-term results, with an understanding of its role as social infrastructure. We will continue to pursue efforts to improve the long-term corporate value through the realization of “sustainable leadership and governance” while maintaining constant constructive dialogue with all of our shareholders and investors.