Evaluation of the Effectiveness of the Board of Directors

The Company conducts the evaluation of the effectiveness of the Board of Directors annually to improve the effectiveness of the Board of Directors and enhance its corporate value. In addition to revising the evaluation items and questionnaire content, based on the suggestions of an external evaluation agency, we had the external evaluation agency be in charge of the administration from the distribution of the questionnaire and the aggregation of answers to the analysis of results in order to increase the objectivity and transparency of the evaluation process. The evaluation process and results for the current fiscal year are as follows.

Evaluation process

  1. 1.
    Consider the evaluation methods and questionnaire content for the current fiscal year, based on the suggestions and advice of the external evaluation agency, and report to the Board of Directors.
  2. 2.
    The external evaluation agency conducts a (anonymous) questionnaire to evaluate the effectiveness of all Directors.
  3. 3.
    The external evaluation agency compiles and analyzes the results of the questionnaire described in ii) above, extracts issues and opinions that may require discussion, and reports them.
  4. 4.
    Evaluation meetings were conducted by all Directors based on the results of the questionnaire in iii) above.
  5. 5.
    Discussed opinions and issues that come up in the evaluation meetings by the Board of Directors, and determined any issues to be addressed.

Evaluation (Questionnaire) items

  1. 1.
    Composition and operation of the Board of Directors
  2. 2.
    Management strategy and management plan
  3. 3.
    Corporate ethics and risk management
  4. 4.
    Supervision of nomination and remuneration
  5. 5.
    Dialogue with shareholders, etc.

Evaluation by external organization

The questionnaire found that more than 90% of the items received positive evaluations, and the Company was highly praised for working seriously on the evaluation of the effectiveness of the Board of Directors with the aim of further enhancing its corporate value.

Progress on issues from the previous fiscal year

Issue i)
"Discussion on investments in human capital that are linked to the management strategy"
Regular reports to the Board of Directors are required regarding the status of initiatives and investments related to human capital, and the Board of Directors supervises the progress and implementation status of such initiatives.
Issue ii)
"Discussion on the role of the Board of Directors as a monitoring board and the role of each Director"
The Board of Directors discussed the appropriate role and oversight approach for a Board of Directors oriented toward a monitoring board function. Building on this, the Board of Directors has established the metrics and benchmarks to be monitored and is applying them to the management of progress under the Medium-Term Management Plan.

Issues to be addressed

The Company's Board of Directors has established the metrics and benchmarks to be monitored by the Board of Directors and is implementing oversight (monitoring) based on these. By continuing to address this issue, the Company has identified the achievement of "Sophistication of the monitoring functions of the Board of Directors" as an issue to be addressed going forward. The Company will endeavor to maintain and enhance the effectiveness of the Board of Directors by continuing to address this issue.

Past initiatives implemented based on the evaluation of the effectiveness of the Board of Directors