The Company conducts the evaluation of the effectiveness of the Board of Directors once a year 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 to the aggregation of answers 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
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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.
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2.The external evaluation agency conducts a (anonymous) questionnaire to evaluate the effectiveness of all Directors and all Audit & Supervisory Board Members.
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3.The external evaluation agency compiles the results of the questionnaire described in 2. above, extracts issues and opinions that need to be addressed, and reports them to all Directors and Audit & Supervisory Board Members.
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4.Evaluation meetings were conducted based on the results of the questionnaire in 3. above.
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5.Discussed opinions and issues that come up in the evaluation meetings by the Board of Director, and determined any issues to be addressed.
Evaluation (Questionnaire) items
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Operation of the Board of Directors
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Corporate ethics and risk management
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Composition/skills of the Board of Directors
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Monitoring
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Management strategy initiatives
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Dialogue with shareholders
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Sustainable growth initiatives
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Nomination Committee and Remuneration Committee
Evaluation results and issues to be addressed
Based on their evaluation, the external evaluation agency found that the Company is working seriously on the evaluation of the effectiveness of the Board of Directors and is striving to improve its corporate value further. On the other hand, the "discussion on investments in human capital that are linked to the management strategy," which was previously recognized as an issue to be addressed, will continue to be recognized as an issue to be addressed since it will take time to improve upon the evaluation. In addition, in conjunction with the transition to a Company with an Audit & Supervisory Committee, "review of matters to be deliberated and how deliberations should be conducted at the Board of Directors meetings" was newly recognized as an issue to be addressed. The Company will endeavor to maintain and enhance its effectiveness of the Board of Directors by addressing these issues systematically.
Major issues and countermeasures in the effectiveness evaluation of the Board of Directors
The major issues and countermeasures in the past effectiveness evaluation of the Board of Directors are as follows.
