Governance Corporate Governance
- Basic Policy /
Corporate Governance Framework - Board of Directors
- Evaluations of the Board of Directors’ Effectiveness
- Conducting Training for Outside Officers
- Remuneration Committee and Nomination Committee
- Audit & Supervisory Board
- Meetings of Outside
Directors and Outside Audit
& Supervisory Board
Members - Guidelines・Report
Evaluations of the Board of Directors’ Effectiveness
To further enhance corporate governance by ascertaining the characteristics, strengths, and challenges of the Board of Directors, we conduct effectiveness evaluations of the Board using an external organization.
Survey Themes and Results in FY2022
A “questionnaire related to the Board of Directors evaluation” was submitted to all directors and auditors in February 2023.
Responses were compiled from an objective standpoint by an external organization. Based on the results of this organization’s compilation and analysis, the Board of Directors analyzed and assessed the information in May 2023.
〈Survey Themes〉
The role and function of the Board of Directors
The composition and size of the Board of Directors
The operation of the Board of Directors
Liaison with audit functions
Provision of opportunities for outside directors
Relationship with shareholders and investors
Summary
〈Survey Results〉
The Board was determined to have two strengths. First, the composition, operation, and deliberations of the Board of Directors are generally appropriate, and necessary and sufficient discussions are conducted, including sharing the ideal form of the board of directors of a holding company and conducting appropriate monitoring. Second, the Board of Directors as a whole, including outside officers, has diverse skills, expertise, and diverse backgrounds, and the system is designed to ensure appropriate decision-making through active discussion.
Major Areas Requiring Improvements Identified in the FY2022 Survey and Planned Improvement Measures
Based on the results of the fiscal 2022 evaluation survey and analysis, three areas requiring improvement (indicated in the table below) were identified. The Company plans to implement improvement measures in these areas.
Major Areas Requiring Improvement | Major Improvement Measures (Planned) |
---|---|
Further invigorate discussions of the Board of Directors and enhance discussions on medium- to long-term issues | Guide presenters and others to provide more compact explanations to ensure more time for discussion of agenda items and medium- to long-term issues; also, continue to encourage relevant divisions to provide more opportunities for discussion and reporting on medium- to long-term issues and management strategies |
Provide information on the structure for dialogue with shareholders and the status of implementation | Continue to share materials from financial results brief-ings and questions from analysts and report on the status of dialogue with institutional investors among the Board of Directors |
Consider improving dialogue and informa-tion disclosure methods and materials | Share issues with divisions in charge of public relations and investor relations and study ways to make improvements |
In addition, the Company recognizes that taking advantage of the Nomination Committee to ensure adequate discussions on succession plans, expanding the governance structure, and ensuring a more diverse Board of Directors are issues that must be addressed over the medium term to further enhance the effectiveness of the Board of Directors.
Based on the results of evaluation, the Company’s Board of Directors will continue its efforts to further improve its effectiveness.