Outside Directors Roundtable Discussion
On June 12, 2025, the Company held a roundtable discussion with Chairman Murayama and five
outside directors.
The discussion focused on issues related to the sustainable growth of the JX Advanced Metals Group and
strengthening the group’s governance structure.
- A
- Outside Director
(Audit & Supervisory Committee Member) - Futamiya Masaya
- B
- Outside Director
(Audit & Supervisory Committee Member) - Kawaguchi Rika
- C
- Representative Director and Chairman
- Murayama Seiichi
- D
- Outside Director
- Tokoro Chiharu
- E
- Outside Director
(Audit & Supervisory Committee Member) - Sakuma Soichiro
- F
- Outside Director
- Ito Motoshige
Responsibilities and Roles of Outside Directors
- Murayama:
- This is our first roundtable since the company went public. Please share your thoughts on your responsibilities and roles as outside directors as the organization moves into a new stage.
- Ito:
- The pace of management change has accelerated since the listing. The company has defined its Base and Focus Businesses and systematized its corporate philosophy, while continuing to review its business portfolio. To this end, it’s important to not just respond to these immediate changes, but to also take a medium- to long-term perspective when doing so. My role in this context, as I see it, is to discuss oversight and execution from the standpoint of the broader macroeconomic environment, environmental issues, and global developments.
- Tokoro:
- As a university researcher, I contribute by drawing on my expertise in areas like copper separation and refining, resource recycling, and environmental technology. Society is changing rapidly, and the technologies required to keep up are evolving just as quickly. I think keeping track of these shifts is another one of my responsibilities. I also want to help advance diversity in the organization, drawing on my experience as one of the relatively few female researchers in this field.
- Sakuma:
- My background is in the steel industry, and I see many management challenges in common with the metals industry. I want to provide balanced oversight and advice based on my corporate experience, including what I have learned from past failures. JX Advanced Metals’ IPO carries special significance because it was not a parent-subsidiary listing. Rather, the listing marks the company’s first step as a fully independent entity. Going forward, the company will need to face the market directly, with resolve.
- Kawaguchi:
- I aim to ensure sound corporate governance by drawing on my practical experience in domestic law and placing importance on the monitoring function of management. It’s easy for me to slip into the perspective of a corporate legal advisor when looking at management, but that isn’t the role expected of me here. Instead, I try to think each day about what it really takes to achieve proper corporate governance at a higher level.
- Futamiya:
- How a company carries itself and how it exists as a member of society, regardless of the industry it operates in, are what matter most in earning stakeholder trust and achieving sustainable growth. Drawing on my management experience, my role as an outside director is to raise issues proactively, deepen discussions, and help guide the company to sound decisions, especially in addressing the various risks it faces.
Evaluation of the Stock Listing, Future Challenges, and Growth Opportunities
- Murayama:
- What are your views on the company’s stock listing, the challenges we should address to achieve medium- to long-term growth, and future growth opportunities?
- Futamiya:
- I give high marks to the company for building a solid foundation for sustainable growth in a short period of time. Transforming the business structure to achieve stable earnings and high growth regardless of scale is extremely difficult. But JX Advanced Metals reshaped its business portfolio and, at the same time, reduced interest-bearing debt and strengthened its financial position. Going forward, the company needs to strike a balance between growth investment and shareholder returns. Achieving this balance requires earning the trust of stakeholders through active and thorough engagement.
- Tokoro:
- I think the company has made good progress in moving from a process industry-type firm to a technology-based one. From a technology perspective, I think the company has two major areas of growth potential. The first is initiatives in mineral resource recycling and decarbonization. The company is already taking advanced, industry-leading steps in these areas, and I believe such initiatives will become even stronger advantages going forward. The second area of growth potential is semiconductor materials, an area the company is already focusing on. Semiconductors are being used in an increasingly wide range of applications. This means that copper and other metals will still have diverse applications and needs, creating a major opportunity for the company. I think JX Advanced Metals is well positioned to capture these needs from a technology standpoint.
- Sakuma:
- The public listing of JX Advanced Metals clarified the company’s position as a technology-driven business and as a semiconductor materials manufacturer. Other companies and countries will likely catch up to the advantages the company holds today, so focusing on further development will be essential to stay ahead. From my perspective, the mission of JX Advanced Metals is to use copper, minor metals, and other metal resources in a sustainable way. I also think the company will need to demonstrate the supply chains solely unique to JX Advanced Metals.
- Ito:
- JX Advanced Metals has a history of strong management, but the company has also had a distinct corporate culture of its own. When preparing for the listing, the company even reexamined practices that had long been taken for granted. I commend such commitment and expect the listing to serve as a catalyst for management to become even more agile going forward.
- Kawaguchi:
- JX Advanced Metals has been engaging in more dialogue with a wider range of shareholders and investors since the company listing. I think this increased engagement could eventually put a strain on company direction or speed of progress. There is also the possibility that pressure from investors for short-term results could weaken the company culture of taking on challenges or even lead to unprecedented misconduct. I intend to discuss how to prevent such risks at future board of directors meetings.
- Murayama:
- Thank you. We are aware that because JX Advanced Metals was unlisted for so long, our approach to the capital markets is still underdeveloped. We want to strengthen our understanding with guidance from our outside directors.
Strengthening Sustainability Management and Governance
- Murayama:
- As we transform our business portfolio, some stakeholders have expressed concern about the difficulty of simultaneously advancing sustainability management and strengthening governance. What are your thoughts from the perspective of an outside director?
- Tokoro:
- Shifting management resources into the Focus Businesses makes sense when you consider the best overall balance for the company. At the same time, the company needs to pay close attention to ongoing talent development in the Base Businesses. JX Advanced Metals may need to think about sustaining talent development structures across the industry. I believe JX Advanced Metals works closely with other companies and is able to think carefully about such structures.
- Kawaguchi:
- I think JX Advanced Metals needs to push DE&I further. We no longer live in a time when companies can excuse having few women employees is unavoidable given the large number of engineers in the industry. I want to fulfill my role as an outside director based on the belief that the empowerment of women, who are a minority in the company, enables the organization as a whole to innovate and achieve healthy growth.
- Sakuma:
- JX Advanced Metals grew to hold the world’s top share in advanced semiconductor materials, even with mining at the core of our origins. I believe the company was able to achieve this feat because of its strong front-line leadership. Going forward, it will be important for the company to pair a strong frontline with a strong headquarters, ensuring proper checks and thorough risk management. I also want employees to take the initiative, think for themselves, and play a leading role in driving the company.
- Ito:
- JX Advanced Metals revised executive compensation to go further than before after reviewing market trends and peer practices. The new system better aligns management with shareholders by increasing the ratio of long-term performance-linked compensation. The company will likely come across shortcomings and areas to strengthen as the new system is put into practice. I see these areas as opportunities for further improvement in the years ahead.
- Futamiya:
- The balance between fixed and performance-linked compensation is the result of thorough discussion in the Nomination and Remuneration Advisory Committee. I take this balance as a sign of management’s commitment.
- Murayama:
- Thank you. This discussion has reinforced for me the importance of taking our outside directors’ advice seriously and applying it continuously in our management.
Expectations for the JX Advanced Metals Group and Future Corporate Value Enhancement
- Futamiya:
- I believe information disclosure is extremely important. Sharing information and gaining further empathy from stakeholders through various opportunities can strengthen the foundation built through the IPO. I intend to fully support the company by backing the unwavering leadership of top management, the company’s dedication to open communication, and the determination of JX Advanced Metals to grow as a company supporting Japan and society.
- Sakuma:
- I also believe sharing information more actively with external audiences is important. JX Advanced Metals holds over 60% of the global share in products essential to semiconductor manufacturing, yet the company name is rarely mentioned in discussions of the semiconductor materials supply chain. I strongly hope to see more proactive outreach efforts from the company.
- Kawaguchi:
- I have long believed the company should clearly express what kind of enterprise it aspires to be, both to employees and to external audiences. I commend the swift establishment of the JX Advanced Metals Group’s Philosophy following the company listing. However, the key now lies in ensuring that all employees and stakeholders share that vision. I hope to oversee the corporate philosophy, an expression of the company’s spirit, take root throughout the organization.
- Tokoro:
- I believe the stock market listing will attract greater attention to JX Advanced Metals from a diverse range of stakeholders. As a university professor, I hear many voices from employees, students seeking employment, and academic and professional organizations. I intend to listen to those perspectives and help JX Advanced Metals conduct balanced corporate activities.
- Ito:
- As we discussed today, management and governance do not aim for fixed goals; they require us to keep running toward ever-changing targets. From my perspective as an outside director, I think it’s important for JX Advanced Metals to foster more dialogue on the Board of Directors and build a shared understanding of the issues, even when answers are not yet clear. Advanced industries demand adaptive responses to such evolving targets, and I intend to help the company strengthen its responsiveness.
- Murayama:
-
The JX Advanced Metals Group’s Philosophy represents our unchanging will in an era that constantly
demands transformation. In formulating this philosophy, we incorporated many valuable insights from
our outside directors.
Looking ahead, we aim to run the Board of Directors in a way that faithfully reflects outside director guidance and perspectives in management as we work toward sustainable growth. Thank you all for your contributions today.
