Board of Directors

The Board of Directors functions as a supreme decision-making body, second to the General Meeting of Shareholders. It meets once a month, in principle, and extraordinary meetings are held as necessary. Based on regulations including the Board of Directors Regulations and the Duty Authority Regulations, the Board of Directors makes decisions on important matters related to the Group’s management, such as management policies, business plans, and large-scale investment plans, in addition to matters stipulated in laws, regulations, and the Articles of Incorporation.
Authority for the execution of business relating to matters other than those to be discussed by the Board of Directors is delegated to the Group Executive Committee and other subordinate meeting bodies, as well as relevant officers and other responsible persons. The Board of Directors also supervises the performance of these duties.

Composition, etc. of the Board of Directors

Main topics discussed by the Board of Directors

Fiscal 2023

Skills matrix

Under its long-term management policy and Medium-Term Management Plan, the Company aims to realize its ideal vision of“Create value for the future,” and build a solid and distinctive business portfolio. The Company is working on generatingunique values, with “Environmental management” and “Digital transformation” as its company-wide policies. The Company has adopted a system of a company with Audit & Supervisory Board, and the Board of Directors of theCompany is required of the effectiveness as a supervisory body, as well as playing a role of a decision-making body regarding important execution of duties. The Company, therefore, believes that the Board of Directors should be comprised of members with skills needed to promote its long-term management policy and Medium-Term Management Plan, while paying attentions to diversity. The Company lists the following specific seven items as favorable skills to be possessed in the Board of Directors as a whole: “Corporate management,” “Environment/sustainability,” “Accounting/finance,” “Legal affairs/compliance/risk management,” “Global,” “Personnel/labor,” and “digital transformation (DX).” Those skills are taken into account in the course of the candidate selection by the Company.

Evaluating effectiveness of the Board of Directors

In order to ensure the soundness and transparency of management, the Board of Directors of the Company is working on continuous improvements by evaluating its effectiveness every year based on the opinions, etc. of individual Directors and Audit & Supervisory Board Members, and sharing matters required to further improve effectiveness at Board of Directors meetings. In fiscal 2023, we conducted interviews as well as a questionnaire to facilitate a more in-depth exploration of opinions, and together with utilizing an external consultant to design and compile an objective questionnaire and interviews, received evaluation from a third-party attorney-at-law who has no advisory connections to the Company.
One example of how effectiveness has been raised is from the fiscal 2022 evaluation, in which there were opinions from the Board of Directors that they expected advance distribution of materials for Board of Directors meetings, etc., as well as regular reporting on management strategies. Consequently, we devised operational measures that would stimulate discussions through the early distribution of materials for Board of Directors meetings, etc., and also reported at Board of Directors meetings concerning the DX-related field and human resources strategy. In addition, based on the opinion that it is necessary to more proactively communicate the Group’s initiatives regarding non-financial information to enhance stakeholder understanding, we strengthened information dissemination through the Integrated Report, Environmental Management Report, DX Report, Sustainability website, and other means. Based on these efforts, the fiscal 2023 evaluation reconfirmed that the effectiveness of the Board of Directors continued to be ensured.

Effectiveness evaluation cycle

Nomination and Compensation Committee composition

The Nomination and Compensation Committee was established as an advisory body to the Board of Directors to increase the fairness and transparency of procedures for matters related to the nomination of director candidates and operating officers and matters relating to their compensation, among others. Internal rules stipulate that over half of the committee should be independent outside directors and that an independent outside director serves as chair.
The Board of Directors consults this committee concerning the matters above before passing resolutions on them.
The committee met four times in fiscal 2023 and attendance was 100%. The composition in fiscal 2024 is as follows.

Specific matters considered by the Nomination and Compensation Committee

FYE2023

As of June 2024