The Company analyzed and evaluated the effectiveness of the Board for FY2023 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 Company conducted self-evaluations of all directors including an Audit & Supervisory Committee members in an anonymous survey related to the following items.
- The size and constitution of the Board
- The operation of the Board
- The supporting system for outside directors
- The decision-making process of the Board
- The communication with shareholders and stakeholders.
The Board discussed the results of evaluations and issues for further improvements.
In terms of size, composition, and operations of the Board, the ratio of outside directors increased in FY2023, and 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 FY2023, based on the FY2022 evaluation results, the Company promoted to develop a sophisticated company-wide risk management framework through newly establishing a Risk Management Committee and conducting risk assessments. The Company also strengthened support for outside directors by conducting hospital tours and product study sessions. At the same time, the Board members shared the following issues: the need for further discussion on initiatives to enhance deliberations at the Board and the Company’s risk management, as well as further reinforcing the support systems for outside directors.
In order to ensure the diversity and internationality of the Board of Directors, two female outside directors and one foreign outside director were appointed at the Ordinary General Meeting of Shareholders in June 2024. As the ratio of outside directors became 50%, the Company will further enhance the supervisory functions of the Board of Directors. In addition to continuing past improvement measures, based on FY2023 evaluation results, the Company will further develop a sophisticated company-wide risk management framework. The Board of Directors will discuss response policies for important risks which were identified by the Risk Management Committee in FY2023. The Company will also strengthen support for outside directors by regularly providing opportunities to acquire knowledge about the Company’s business, such as factory tours and business presentations.
The Company will practice sustainability management, as well as continuing to improve overall effectiveness of the Board aiming at growth of corporate value and for an enhancement of corporate governance.
