Basic information of Current Board and Directors
(as of March 28, 2019)
・Total Number : １１
・Inside Directors’ Number : ７ (63.6%)
・Outside Directors’ Number: ４ (36.4%)
Each Directors’ career and experience is shown on page４~14 of Notice of Ordinary General Meeting of Shareholders
|Term of Office||1 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, 2018)
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 12 Directors and among this number, the Company includes Independent Outside Directors accounting for one - third or more
of total number of Directors.
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 Independent Outside Audit & Supervisory Board members” 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)
To increase the effectiveness and improve the capabilities of the Board of Directors, we analyzed and evaluated the effectiveness of the Board of Directors in the fiscal year ended December 31, 2018 by conducting a survey of each Director and Audit & Supervisory Board Member. The results from the self-evaluation were reported to the Board of Directors and discussed in detail.
|Respondent||All of Director and Audit & Supervisory Board Member|
|Period||The fiscal year ended December 31, 2018|
|Method of survey||The questionnaire of self-evaluation|
1. Operation of Board of Directors
2. Discussion of Board of Directors
3. Composition of Board of Directors
4. Nomination & Compensation
5.Action of Nomination & Compensation Committee
6.Consideration and reflection of the viewpoint of shareholders and stakeholders
|Results of self-evaluation & Issues to be addressed||
We increased the Board effectiveness by providing more informative documents and by distinguishing the roles of the chairperson and the proposer of a meeting agenda. Opinions from Independent Outside Directors and Outside Audit & Supervisory Board Members with expertise contributed to more constructive discussions of the Board, and the progress of the important board decisions are reported back to the Board for its review. These resulted in a positive evaluation that the Board of Directors has adequately fulfilled its supervisory function.
The Nomination and Compensation Committee is held regularly to discuss and give advice to the Board on important matters such as the appointment of Directors and Executive Officers, performance evaluation and changes to remuneration systems. The Board of Directors respects the opinions of the Committee and ensures fairness and transparency in making decisions.
The evaluation also identified several areas for improvement, such as enhancing briefing sessions on important proposals.
We will address and improve those issues in order to further ensure the effectiveness and functions of the Board of Directors.