Ideal Attributes for Officers

IHI appoints Directors and Audit & Supervisory Board Members who are healthy in mind and body and have all the following attributes:

• Deep understanding of, and empathy with, the IHI Group’s management philosophy and vision
• The ability to contribute to sustainable growth and medium- to long-term increase in corporate value at the IHI Group by addressing societal issues in accordance with the IHI Group’s vision
• Outstanding foresight, penetrating discernment, and ability to make appropriate decisions with regard to the management of the IHI Group
• Good character with a strong sense of ethics
• Ample experience as a corporate manager, or a high degree of specialist knowledge, combined with a broad, global perspective and insight

Independence Criteria for Independent Officers

In addition to the requirements for independent directors/audit & supervisory board members stipulated by the Tokyo Stock Exchange, IHI uses the criteria below to determine independence.

1. Major shareholders
   The Director should not be a major shareholder with 10% or more of the voting rights in IHI or serve as a Director, Audit & Supervisory Board Member, Executive Officer at a company with committees, Executive Officer or employee, of a corporation that is a major shareholder.
2. Major clients, suppliers, etc.
   The Director should not currently serve as a Director, Audit & Supervisory Board Member, Executive Officer at a company with committees, Executive Officer or employee, of any of IHI’s major clients, suppliers, etc. detailed below, nor should he/she have served as an Executive Director, Executive Officer at a company with committees, or Executive Officer, of such major clients, suppliers, etc. in the past.
   
   • Major clients of the IHI Group (with transactions valued at 2% or more of IHI’s consolidated revenue in the most recent fiscal year)
   • Major suppliers to the IHI Group (with transactions valued at 2% or more of the supplier’s consolidated revenue in the most recent fiscal year)
   • Major lenders to IHI (as listed in the business report for the most recent fiscal year).
3. Providers of specialist services (attorneys at law, certified public accountants, or consultants, etc.)
   The Director should not be an attorney at law, certified public accountant, consultant, etc. who receives ¥10 million or more of monetary consideration or other property from IHI annually besides compensation as a Director/Audit & Supervisory Board Member.
4. Accounting auditor
   The Director should not be a representative partner or partner of IHI’s accounting auditor.
5. Mutual exchange of Officers, etc. with IHI
   The Director should not be assigned to a corporation with which IHI has a relationship of mutually exchanging Directors or Audit & Supervisory Board Members.
6. Close relatives
   The Director should not be the spouse or first- to second-degree relative of a Director, Audit & Supervisory Board Member, Executive Officer or equivalent executive-level employee of the IHI Group.
   In addition, the Director should not be the spouse or first- to second-degree relative of any person^* referred to in 1 through 4 above.

If a major shareholder or a major client, supplier, etc. is a corporation, this applies only to Directors, Audit & Supervisory Board Members, Executive Officers at Companies with committees, Executive Officers, or equivalent executive-level employees of the corporation in question.

Dismissal Criteria for Officers

IHI judges dismissal of Officers based on the following criteria.

• The case of circumstances meeting the grounds for disqualification as a Director set forth in laws and regulations
• The case of illegal or improper conduct or conduct constituting a breach of trust, or when there are reasons such as incompetence
• The case of remarkable loss of corporate value caused by negligence of duties
• The case when an individual lacks a prerequisite listed in the ideal attributes for Officers

Approach to Independent Officer Nominations

IHI also considers concurrent positions, period in office, and related matters when nominating candidates as Independent Directors.

Approach to Ensuring Diversity in Key Human Resource Roles

Based on the Group Human Talent Strategy 2023, IHI has set targets respectively for developing the environment to actively recruit and develop human resources, promote them to management and executive positions, and promote their contributions, in particular for women among key human resource roles so that each woman employee is able to make greater contributions.

• Targets (FY2026)
  Ratio of female Managers: 7%
  Ratio of new female university graduate recruitment: About 20%
• Reference (FY2030) *To be reviewed as necessary according to target progress
  Ratio of female Managers: Aiming for about 15%
  Ratio of new female university graduate recruitment: Aiming for 20% or higher

Moreover, IHI supports the Keidanren’s Challenge to increase the proportion of female Officers, exceeding 30% by 2030.

Members of the Board of Directors (as of July 1, 2025)

Members of the Audit & Supervisory Board (as of July 1, 2025)

Average Attendance of Independent Directors and Independent Audit & Supervisory Board Members

(Unit: %)

Ratio of Independent Directors

(Unit: %)

Significant Concurrent Positions of Independent Officers (as of July 1, 2025)

Expertise and Experience of Directors and Audit & Supervisory Board Members (Skills Matrix)

This table summarizes the expertise and experience necessary for the Board of Directors to efficiently fulfill its functions and realize the IHI Group’s management philosophy and future ideal vision. Up to three skills that are particularly expected of each Director and Audit & Supervisory Board Member are listed, and do not cover all expertise and experience of each person.