Corporate Governance

Assessment of the Effectiveness of the Board of Directors

Assessment of the Effectiveness of the Board of Directors

Having marked a fresh start as a new integrated company, we launched the first round of assessment since integration, to this end sending out questionnaires to all Directors and Audit & Supervisory Board Members in December 2019. We have since analyzed input from respondents, employing the advice of an expert organization. Finally, the results of this analysis were discussed by the Board of Directors.

Process for the Assessment of the Board of Directors’ Effectiveness
Figure
Process for the Assessment of the Board of Directors’ Effectiveness
Overall assessment and items that earned high ratings
  • Overall functions of the Board of Directors were confirmed.
  • Ratings were particularly high for the following items.
    Diversity in the composition of the Board; the timing of the provision of meeting materials; the content and the timing of the prior explanation of agenda items; open, active and constructive discussion and the exchange of opinions at each Board of Directors
Issues Identified via the FY2019 Assessment and Initiatives Aimed at Effecting Improvement
  1. Composition of the Board of Directors

    Employ the Skill Matrix to pursue the optimization of the Board of Directors’ overall composition in a way that helps it invigorate discussion and enhance its functions.

  2. Review of agenda items to be discussed by the Board of Directors going forward

    Place stronger emphasis on deliberating strategic and governance matters as well as topics associated with achieving improvement in corporate value; to this end, the Board of Directors’ authority over a broad range of matters associated with the execution of business, including organizational management, human resources and internal rules, has been delegated to executive departments over the course of the December 2019–March 2020 period, with the aim of speeding up decision making and clarifying responsibilities with regard to the execution of business.

  3. Follow-up assessment of the progress in the management plan

    Progress under the Medium-term Management Plan, which was launched in April 2020, is being assessed by the Board of Directors on a quarterly basis in the short term. The Board of Directors also remains attentive to changes in the business environment over the medium to long term and determines the timing and content of strategic revisions when necessary.
    Moreover, the Board of Directors deliberates strategic issues, to this end receiving reports from relevant Executive Officers with regard to specific business strategies and performing follow-up assessments based on such reports.

  4. Discussion regarding a plan for the succession of the CEO position and process for the selection and dismissal of CEO

    The process for the selection of CEO has already been discussed by the Nomination Advisory Committee. In FY2020, the committee went on to launch discussions regarding the plan for CEO succession and process for CEO dismissal.

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