Corporate Governance

Main Agenda Items Discussed by the Board of Directors

Outline of Agenda Items Discussed by the Board of Directors, etc.

In FY2020, the Board of Directors placed a particular focus on deliberating the revision of the Medium-term Management Plan. Specifically, the Board of Directors engaged in active discussion on multiple occasions to address such matters as those associated with codifying the Company’s corporate mission, formulating a corporate vision for and basic strategy towards 2030, shifting the business portfolio and implementing other strategies as well as taking on the challenge of achieving carbon neutrality in 2050. In the process, the Board of Directors also utilized such opportunities as Outside Director meetings aimed at sharing information with Outside Directors. The revised Medium-term Management Plan has thus been finalized via a resolution at a Board of Directors meeting held in May 2021 and publicly announced. In addition, the Board of Directors discussed strategic issues identified via the FY2019 assessment of the effectiveness of its operations.

Main Agenda Items Discussed by the Board of Directors
Management and Business Strategies
  • Codifying a corporate philosophy and passing it down to future generations
  • Long-term energy business environment scenarios toward 2050
  • Shifting the business portfolio toward the future
  • Developing apollostation, a new service station brand
  • Making Nghi Son Refinery a profit contributor
  • Changes in the business environment due to the COVID-19 pandemic and its impact on the Company’s management plan
  • Future vision for listed subsidiaries
  • Basic plan for FY2022 (earnings/expense, investment and funding)
Governance
  • Methods used for the assessment of the Board of Directors’ effectiveness
  • Results of the assessment of the Board of Directors’ effectiveness (its mode of operations, measures to enhance the quality of discussion, etc.)
  • Revision of process for appointing Executive Officers
  • Basic policy on internal control systems
  • Medium-term initiatives to improve internal control systems
  • Strengthening of governance for overseas subsidiaries
  • Revision of KPIs used for the determination of compensation for Representative Directors (inclusion of non-financial criteria)
  • Audit policies for Audit & Supervisory Board Members
IR, Shareholder Returns and General Meeting of Shareholders
  • Policies for shareholder returns
  • Introduction of a system enabling shareholders to submit questions prior to General Meeting of Shareholders as part of efforts to enhance dialogue with them
  • Introduction of a system enabling online participation of the General Meeting of Shareholders in response to the COVID-19 pandemic
  • Review of the recent General Meeting of Shareholders and future direction
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