Basic information of Current Board and Directors(as of March 29, 2017)
・Total Number : １０
・Inside Directors’ Number : ６ (60.0%)
・Outside Directors’ Number: ４ (40.0%)
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||98.6%|
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 multiple independent Outside 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 ensure the function and effectiveness of the Board of Directors, the company conducted a self-assessment by all of the board members, and analyzed and evaluated the result of the assessment for 2016. The result was reported to the Board of Directors and discussed among the board members for further improvement.
As a result, we assessed as follows:
(1) In accordance with the amendment to the regulation of the Board of Directors, the number of agendas was reduced, which enabled the Board of Directors to allocate more time to discuss the matters that have a material impact on the corporate value.
(2) Outside Directors and Outside Audit & Supervisory Board Members provided advice in their respective areas of expertise and fully functioned to supervise management from an objective standpoint.
(3) The Nomination and Compensation Committee newly established in 2016 and held generally on a quarterly basis was well operated. The Committee discussed appointment, performance evaluation, and compensation of Directors and Executive Officers. The Board of Directors respected the opinions of the Committee to ensure fairness and transparency in deciding nomination and compensation.
(4) There are some improvement areas, such as effective meeting management and follow-up reports on progress of the resolved matters.
Given the above assessment, we will take necessary actions to further improve the board effectiveness for the coming year.