Board Evaluation

The Company analyzed and evaluated the effectiveness of the Board for FY2022 to clarify issues and improvement of the Board and further improve the function of the Board. The Company concluded that overall effectiveness of the Board was ensured based on the results below. The Company also started evaluating the effectiveness of the Audit & Supervisory Committee in FY2022.

The method of the Board evaluation:

The Company conducted self-evaluations of all directors including an Audit & Supervisory Committee members in an anonymous survey related to the following items.

  1. The size and constitution of the Board
  2. The operation of the Board
  3. The supporting system for outside directors
  4. The decision making process of the Board
  5. The communication with shareholders and stakeholders.

The Board discussed the results of evaluations and issues for further improvements.

The results of the Board evaluation:

In terms of size, composition, and operations of the Board, it was confirmed that the structures necessary to enable appropriate performance of the Board's supervisory functions have been established. It was also concluded that the Board operates effectively with an open atmosphere that enables inside and outside directors to engage in candid discussion. In FY2022, based on the FY2021 evaluation results, the Company reviewed its operation methods of Meetings and has held Meetings of the Management Council and the Board of Directors on different dates to ensure sufficient time for deliberation at the Board. The Company also strengthened support for outside directors by increasing the number of free discussion meetings for the exchange of opinions among outside directors. At the same time, the Board members shared the following issues: the need for further discussion on corporate governance, risk management, and succession planning as well as further reinforcing the support systems for outside directors.

Measures to improve the effectiveness of the Board:

In addition to continuing past improvement measures, the Company will continue to consider appointing female and foreign directors on the Board. Based on FY2022 evaluation results, the Company will develop a company-wide sophisticated risk management framework in FY2023. The Board of Directors will discuss important risks and response policies which will be identified by the newly established Risk Management Committee. The Company will also strengthen support for outside directors by enhancing and improving to provide information such as product and business presentations. In addition, the Company will strengthen its implementation of sustainability management and disclose information to further enhance dialogue with each stakeholder. The Company will continue to improve overall effectiveness of the Board aiming at sustained growth of corporate value and for an enhancement of corporate governance.