Analysis and evaluation of the effectiveness of the Board of Directors
Issues and initiatives for FY2023
| Issues that required stronger initiatives in FY2023 | Main initiatives in FY2023 |
|---|---|
| 1) Upgrading operation of the Board of Directors Streamline the operation of the Board of Directors meetings to increase the percentage of time spend on agenda items involving strategies, thereby upgrading the quality of the Board’s discussions |
2023
2022
■Growth strategy ■Executive report(including Financial result) ■Committees report ■Development of governance structure, others
|
| 2) Contributions of Independent Directors Further increase the contributions of Independent Directors by raising their awareness of various issues and enabling them to submit more constructive questions that challenge the management team |
|
| 3) Engagement in succession planning Systematically discuss succession plans for the management team and Independent Directors and consider the optimal Board composition |
|
Evaluation for FY2023 and issues for FY2024
- Guidelines for making evaluations in FY2023
-
Evaluation target
In FY2023 All Directors: 9, Managing Executive Officer, General Council (GC): 1
Method
Under the guidance of the Board Chair and the Nominating Committee Chairperson, the effectiveness assessment of the Board of Directors was performed through repeated Board’s discussions based on the survey results. Obtaining third-party assessment as necessary will remain an option.
Survey questionnaires
Composition of the Board of Directors, preparation and operation, quality of deliberation, contribution of Directors, monitoring of execution, composition and operation of each committee and other matters
Evaluation process
- Distribute questionnaires to Directors and an Executive Officer
- Summarize and analyze the survey results
- Perform the effectiveness assessment at the Board of Directors meeting
- Overview of evaluation outcome in FY2023
-
The Board of Directors has concluded that the Board was generally effective in FY2023.
Summary of assessment
- Both Directors and the execution side have strengthened their mutual understanding of critical agenda items, further embedding our management policy of pursuing MSV as our sole mission.
- While Independent Directors make up the majority of the Board, ensuring diversity among members and fostering effective communication has further invigorated discussions at the Board of Directors meeting.
- All Directors engage in active discussions by leveraging their diverse knowledge from the perspective of supporting the management team.
- Issues that require stronger initiatives in FY2024
-
- Enrichment of discussion on growth strategy
Increase opportunities for and enrich the discussions on medium to long term management strategies, to further contribute to MSV - Improvement of the operational efficiency of Board meetings
Dedicate further efforts to improve Board operation, to facilitate more sophisticated discussions - Thorough engagement in succession planning
Review and draw up plans to identify and develop talent for the future management team - Further fine tuning of the "Audit on Audit" framework
Modify the audit framework of the pure holding company to better suit Asset Assembler model
- Enrichment of discussion on growth strategy