Evaluating the Effectiveness of the Board of Directors

Improving the effectiveness of the Board of Directors through PDCA cycles

As part of its efforts to improve the effectiveness of the Board of Directors, every year the Company issues a questionnaire, which includes a self-evaluation section, to each Director. We use the results of these questionnaires to analyze and evaluate the effectiveness of the Board of Directors as a whole. We also work to improve the functionality of the Board of Directors, and strengthen corporate governance. To this end, we actively incorporate the the opinions of Directors, verify measures for any identified issues and for the further evolution of the Company, and carry out PDCA cycles for the execution of concrete initiatives that enhance the functionality of the Board of Directors.

PDCA cycles to improve the effectiveness of the Board of Directors

FY2022 evaluation results and FY2023 initiatives

of FY2022
  • Opinions were actively exchanged during the preliminary briefings held in conjunction with Board meetings, and as such, the sessions were assessed to be extremely valuable.
  • Discussions during the Board meetings were assessed to have become more substantial than before, but at the same time, there was feedback suggesting that additional information and insights from other directors who did not attend the preliminary session would have been useful and that more clarification is needed regarding which points are to be discussed during the bord meeting.
  • Alongside the continued practice of expanded free discussions introduced in the previous fiscal year and the executive division reports and continual Board discussions, the on-site visits to each business were assessed to be useful in better understanding how business is being carried out.
  • The balance between in-person and online Board meetings in the post-COVID era, as well as efforts to go paperless, were assessed to be contributing to really effective Board management.
  • To allocate enough time for discussions on important future topics, it was suggested that free discussion time be further utilized and that the timely sharing of information needs to be continued going forward.
Initiatives in
Fiscal 2023

The following are the topics that the Company’s directors believe management ought to start or continue, discussing in more depth, as well as initiatives that might be effective in enabling the Board to function better.
The Company will bear these items in mind and continue to take measures to enhance the Board’s effectiveness.

Topics that ought to be discussed in more depth by management:

  • Evaluating and increasing the value of non-visible assets such as branding and engagement
  • Policies for handling ESG-related issues
  • Policy on constructive communication with the capital markets
  • New value creation through DX and RDP
  • Business portfolio and policy on synergies between businesses
  • Policy on measuring the benefits of purpose management
  • Risk management policy, including a cybersecurity framework

Key initiatives to enable the Board of Directors to function better

  • Issue-driven, focused discussions dedicated to important topics
  • Clarifying what matters should be deliberated at Board meetings and using preliminary briefing sessions effectively
  • Establishing mechanisms to help the Board understand the Company’s operations, including on-site visits
  • Ensuring communication and information sharing between outside directors and statutory committees
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