Corporate Governance

Main Agenda Items Discussed by the Board of Directors

Main Agenda Items Discussed by the Board of Directors

In FY2019, the Board of Directors engaged in active discussion, holding multiple sessions to address matters associated with business integration, including the absorption-type company split executed in July 2019, and the Medium-term Management Plan announced in November. In the second half of said fiscal year, the Board of Directors strove to address issues identified via the annual assessment of the effectiveness of its operations and, to this end, deliberated on such matters as the partial delegation of its authority to executive departments and the establishment of human resource standards for Director, Audit & Supervisory Board Member and Executive Officer candidates, in addition to discussing strategic issues the Company is currently confronting.

FY2019
1Q
  • Shareholder return policy
  • Medium-term Management Plan (kick-off session) 
  • Business integration-related (absorption-type company split, etc.) 
  • Revision of remuneration systems for executives
  • Basic policy on internal control systems
  • Basic policy on corporate governance
2Q
  • Financing strategies for the entire Group, including overseas operations
  • Medium-term Management Plan (carbon recycling initiatives) 
  • DTK project (operational flow and work style reforms to improve productivity)
  • Audit policies for Audit & Supervisory Board Members
  • Periodic reporting from the Risk Management Committee
3Q
  • Medium-term Management Plan (summary)
  • Review of investor interview results
  • Policies on information disclosure for shareholders and the conduct of shareholders general meetings
  • Assessment of the Board of Directors’ effectiveness (implementation methods)
  • Partial delegation of the Board of Directors’ authority to executive departments
  • Establishment of human resource standards for Director, Audit & Supervisory Board Member and Executive Officer candidates
  • Establishment of the Action Mindset
  • Establishment of the Human Rights Policy
4Q
  • Business impact of the COVID-19 pandemic and countermeasures
  • Medium-term strategic issues Business portfolio Medium-term targets and initiatives for GHG emission reduction
  • Assessment of the Board of Directors’ effectiveness (review of results)
  • Digital innovation initiatives
  • New service station brand
  • Review of the executive structure and the flow of the selection process for Executive Officers
  • * The above list is a partial representation of agenda items. The Board of Directors has also deliberated on other matters deemed necessary under laws, regulations and the Articles of Incorporation of the Company and passed resolutions on these matters.
出光興産, DFF Inc.