We will evaluate the effectiveness of the Board of Directors and each Director after the end of the fiscal year (immediately after the end of the previous fiscal year) to ensure that their responsibilities regarding the corporate governance etc. are being fulfilled continuously and effectively. The evaluation results are reported to the Board of Directors, and after discussion, utilized as a point of view for the corporate management of the new fiscal year.
1. Evaluation of the Effectiveness of the Board of Directors for FY2023 (hereinafter referred to as the "Survey")
For FY2023, we conducted the Survey along the following outline immediately after the end of FY2023 and reported the results to the Board of Directors meeting held on 14 February 2024.
(1) Survey Outline
In the second half of the fiscal year to which we are subject, we will finalize the Survey plan at the Board of Directors based on the opinions of the Independent Directors Committee which will be submitted at the same time. In FY2023, their effectiveness was evaluated on a 4-point scale, with 37 questions for the major items listed below, targeting all directors.
Major items:
A) Composition, Roles and Responsibilities of the Board of Directors, and Dialogue with Investors
B) Dialogue with stakeholders other than investors
C) Dialogue on Sustainability
D) Supervisory function of the Board of Directors
E) Directors' own performance of duties
F) Chairman of the Board of Directors and items related to the management of the Board of Directors
G) Items related to the Independent Directors Committee and Audit & Supervisory Committee
(2) Results
The Independent Directors Committee had submitted an opinion stating that their effectiveness was at a favourable level. In addition, we understand that there is room for improvement in items that have not received the highest rating of 4 individually, and we are studying improvements.
2. Improvement from FY2023 to FY2024
Regarding FY2022 survey, the Independent Directors Committee had submitted opinions on the points of "Consideration should be given to increasing the number of non-Japanese directors and increasing the number of female directors" and on the points of consideration of "Diversity in Gender, Internationality, and Work History." These issues remain ongoing.
At the meeting of the Board of Directors held on 14 February 2024, the Company newly presented the candidates for non-Japanese director and female director. Based on this presentation, we held the 37th Ordinary General Meeting of Shareholders on 27 March 2024, and received their approval.
