Board Evaluation for Fiscal 2023

The Company utilizes the board evaluation in order for the Board and Directors (the Board) themselves to assess their current status and identify issues to be addressed, continuously making efforts to improve the functions and effectiveness of its the Board.
The Company has conducted board evaluation of the Board every fiscal year and addressed the issues identified for improvement through the board evaluation. In the subsequent board evaluation, the Company assesses the latest status and confirms the status of improvement from the previous fiscal year.

Implementation method of the board evaluation for fiscal 2023

The Company determines the board evaluation items including the items to be evaluated by the Directors themselves in addition to the evaluation of the Board as a whole as the contents and items for evaluation relating to the effectiveness of the Board as a whole with reference to the principle and supplementary principle associated with the general principle 4, “Roles and Responsibilities of the Board” of Japan’s Corporate Governance Code.

The major evaluation items in the questionnaire are as follows:

  • (1) Roles and responsibilities of the Board
  • (2) Operation of the Board
  • (3) Composition of the Board
  • (4) Functions of the Nomination Committee and the Compensation Committee
  • (5) Issues and matters for improvement regarding effectiveness of the Board
  • (6) Resolution of issues identified in the previous fiscal year’s board evaluation, and improvement measures
  • (7) Overall corporate governance

All Directors and Audit & Supervisory Board Members self-evaluated the above matters by selecting grades and answering free descriptions, and the analysis results and the details are reported to the Board. The latest round of self-evaluation generated quite a few candid opinions by selecting grades and using a free-description format. Based on these results, the Company has identified the issues and matters which leads to improvements in the Board’s functions and effectiveness.

Results of the board evaluation for fiscal 2023

The result of the Board Evaluation for fiscal 2023, concluded that in terms of its roles, responsibilities, operation and composition, the Board of the Company, as well as the Nomination Committee and the Compensation Committee, which are advisory bodies to the Board, are functioning appropriately, and that the effectiveness of the Board as a whole has been ensured.
In addition, the Company confirmed that improvements are being made in (1) through (3) below, which were identified as items that need further improvements in the evaluation of the previous fiscal year, with the following efforts.

In addition, the Company confirmed that improvements are being made in (1) through (3) below, which were identified as items that need further improvement in the evaluation of the previous fiscal year, with the following efforts.

  • (1) Enhancement of discussions on key matters to strengthen the oversight function of the Board
  • In the Board meeting and the meetings for Outside Directors and Outside Audit & Supervisory Board Members, and others, the Board especially focused on the discussions regarding long-term strategies, globalization, materiality, ESG, and risk management.
  • (2) Strengthening in terms of operation to strengthen the Board’ decision-making and oversight functions
  • The Company discussed the optimal balance between oversight and execution for the Company and operated the Board based on revised optimizing matters for deliberation and reported matters of the Board.
  • The Company revised the optimizing matters for deliberation and reported matters of the Nomination Committee and Compensation Committee which were advisory boards of the Board from the perspective of the optimal balance between oversight and execution for the Company, revised “Nomination Committee Regulations” and “Compensation Committee Regulations” and operated these Committees.
  • The Company has continued to set up opportunities for discussion, including occasions other than the Board meeting (e.g. meetings to exchange views among Directors and Audit & Supervisory Board Members, meetings for Outside Directors and Outside Audit & Supervisory Board Members, briefing sessions for Outside Directors and Outside Audit & Supervisory Board Members).
  • (3) Further considerations for optimizing the Board composition
  • In the Board and Nomination Committee, the members discussed the optimal composition of members of the Board for the Company with the objective of enhancing corporate governance and further strengthening the oversight functions of the Board.
  • The additional appointment of one Outside Director was resolved on the Board. 

Priority measures for fiscal 2024

Drawing on the evaluations of fiscal 2023, the Company endeavors to ensure and improve the functions and effectiveness of its Board. To such end, the Company will continuously implement the following priority measures in fiscal 2024:

  • (1) Enhancement of discussion on key matters for further strengthening the oversight functions of the Board (long-term strategy, medium-term management plans, globalization, etc.)
  • (2) Enhancement in terms of operation for further strengthening of the decision-making functions and oversight functions of the Board
  • (3) Further considerations for optimizing the Board composition

In fiscal 2021, the Company conducted a board evaluation by a third-party organization. Going forward, the Company plans to conduct a board evaluation every fiscal year and conduct evaluations by a third-party organization on a regular basis.