Basic information of Current Board and Directors
(as of March 28, 2019)
・Total Number : ８
・Inside Directors’ Number : ３ (37.5%)
・Outside Directors’ Number: ５ (62.5%)
Each Directors’ career and experience is shown on Notice of Ordinary General Meeting of Shareholders
|Term of Office||
・Directors (excluding Directors Who Are Audit and Supervisory Committee Members)：1 year
・Directors Who Are Audit and Supervisory Committee Members：２ year
・All outside directors satisfy the “Selection Criteria for Independent Outside Directors and Independent Outside Audit & Supervisory Board Members”
・All outside directors also satisfy the requirement of Independent Officers specified in the rules of the Tokyo Stock Exchange.
|Frequency of Board Meetings||Once each month, and at other times whenever necessary.|
Average Board Attendance
(as of December 31, 2019)
Roles and Responsibilities of the Board of Directors
As well as the Company’s Board of Directors performs important business execution, the Board performs supervision of business execution mainly through the actions of the independent Outside Directors for the purpose of realizing the sustainable growth of the Company and improving corporate value in the medium and long term based on the responsibilities and accountability entrusted to it by the shareholders.
Composition and Qualification Standards
The number of Directors of the Company is limited to a maximum of 9 Directors, and the Company shall include the majority of independent Outside Directors among all members.
To ensure the Board of Directors fulfills their roles and responsibilities, the respective Directors should be suitable individuals who can realize the Company’s management philosophy and execute business strategies, and they are required to be well versed in the Company’s business, and to possess abundant experience and knowledge.
To ensure appropriate corporate governance, the Company has independently established the qualification standards and independence requirements of independent Outside Directors in the “Selection Criteria for Independent Outside Directors” and candidates are nominated accordingly.
The Company ensures fairness and transparency in decisions on Director candidates by respecting the opinions of the Nomination and Compensation Committee.
Ensuring Effectiveness of the Board of Directors
The Company ensures the individual Directors fulfill their roles and responsibilities by, for example, taking the following measures:
• Deciding on an annual schedule for Board of Directors meetings at an early juncture and giving notice to Directors.
• Distributing reference materials for Board of Directors meetings beforehand.
• Explaining the details of important matters to Outside Directors beforehand.
Evaluating Effectiveness of the Board of Directors
At a decided point in time every year, the Board of Directors requires each Director and Audit & Supervisory Board member to complete questionnaires (for self-evaluation) among other requirements. This information is analyzed to evaluate the effectiveness of the Board of Directors, and a summary of these results is disclosed.
(Latest Result of Self-Assessment on Board Effectiveness)
With the aim of further ensuring the effectiveness and enhancing the functionality of the Board of Directors, the Company implemented questionnaires (self-evaluation) for each Director and Audit & Supervisory Board Member. The results of the analysis and evaluation of the effectiveness of the Board of Directors for the fiscal year ended December 31, 2019 were reported to the Board of Directors, where it was the subject of intensive discussion.
|Respondent||All of Director and Audit & Supervisory Board Member|
|Period||January - December 2019|
|The questionnaire of self-evaluation|
(i) Operation of Board of Directors
(ii) Deliberations at Board of Directors meetings
(iii) Composition of members of the Board of Directors
(iv) Nomination and compensation
(v) Activities of the Nominating and Compensation Committee
(vi) Considering and incorporating the opinions of shareholders and stakeholders
& points to
We promoted more efficient operation of the Board of Directors by improving explanations given beforehand with regard to important matters presented at meetings. Highly independent Outside Directors and Outside Audit & Supervisory Board Members actively shared their observations based on their professional perspective to facilitate constructive discussions, in addition to which we strengthened the report of IR and SR activities so as to incorporate the opinions of shareholders.
The evaluation concluded that the Board of Directors is adequately fulfilling its supervisory function. The Nominating and Compensation Committee met as appropriate, deliberating important matters such as the nomination of Directors and Executive Officers, evaluation of performance, and changes to the corporate governance structure, while the Board of Directors respectsthese opinions, thus ensuring fairness and transparency.
At the same time, it was recognized that deliberations on important strategies, organizations, and risks should be further strengthened.
Going forward, we will work to implement these matters for improvement, ensuring the further effectiveness and enhancing the functionality of the Board of Directors.