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Corporate Governance

Activities of the Board of Directors

Please see P. 27-28 A separate window will open. of the 180th Business Report for information on activities such as attendance rate of outside directors at the Board of Directors in FY2018.

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Evaluation of the Effectiveness of the Board of Directors

(Source: Corporate Governance Report (published on July 10, 2019))

The Company undertakes annual evaluations of the effectiveness of the board of directors, for the purposes of recognizing the current status, identifying any issues, and further improving the board’s functioning.

The 2019 evaluation covers the period from June 27, 2018 to the end of March 2019. Advice was received from outside experts, and all directors completed questionnaires and were interviewed. Following this, the board conducted self-evaluation, and the following matters were confirmed:

Items evaluated as appropriate

1. Management of the Executive session of the Board

Meetings of the Executive session of the Board were held 17 times between June 27, 2018 and the end of March 2019. In addition to providing a forum for free discussions on major themes, such as company-wide issues, the company's mid- to long-term plan, and risk items, they also allowed for provision of prior explanations of items on the agendas of meetings of the Board of Directors, Q&A sessions, and allowed sufficient time for free and open-minded debate.

2. Management of the Board of Directors

Meetings of the Board of Directors were held 15 times between June 27, 2018 and the end of March 2019. Based on the content of items fully discussed at the Executive session of the Board, the meetings saw free, open-minded and constructive discussions and exchanges of opinions.

3. Operation of the three committees (Nomination Committee, Audit Committee, and Compensation Committee)

The conduct of the three committees, on the whole, has been evaluated as being appropriate, in terms of the number of members and composition, frequency of meetings, and practice of free and open discussions.

Future issues

1. Management of the Board of Directors and the Executive session of the Board

The board was of the opinion that the timing of the provision of materials, an issue last year, had improved, but there were also opinions that there were too many reported items at the Board of Directors. Going forward, considering the management of the Board of Directors under the new members, it was confirmed that the way of reporting should be considered.

2. Discussions at Board of Directors and the Executive session of the Board, and support system for directors

We received the opinion that there were insufficient discussions on subjects, such as the medium- to long-term strategies and the composition of the business portfolio. Going forward, in order to facilitate discussion from a medium- to long-term perspective, we have decided to organize subjects for discussion at the Executive session of the Board and the timing of submits of agenda at the Board of Directors in order to allow subjects such as business strategy to be fully discussed.

3. Dialogue with shareholders (investors)

In January 2019, we held a group meeting between outside director and institutional investors, which was an issue last fiscal year. We will continue to consider ways to strengthen dialogues with shareholders.

Other individual opinions

  • As the new Board of Directors includes directors who are resident overseas, the Board of Directors should reduce the number of meetings, but ensure ample time for discussion of medium- to long-term strategies, etc.
  • The provision of prior explanation and information to the new outside directors appointed in June 2019 is very important, and an area where good use should be made of the Executive session of the Board.

The Board of Directors also discussed its future management.

By focusing mainly on the issues shared in this analysis and evaluation, The Company will make further improvements and promote efforts to further enhance the effectiveness of the Board of Directors and committees, and strive to regain shareholder trust.

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This Web site contains projections of business results, statements regarding business plans and other forward-looking statements. This information is based on certain assumptions, such as the economic environment, business policies and other factors, as of the date when each document was posted. Actual results may differ significantly from the estimates listed here.

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