The Group will establish effective governance frameworks to ensure the transparency, objectivity, and fairness of the management of the companies and earn society’s trust everywhere it operates. The Board of Directors recognizes fiduciary responsibilities to all stakeholders, including shareholders and investors, and supervises the Group’s overall management by taking responsibility for the Company’s sustainable growth and maximization of mid- to long-term shareholder value (MSV) through the appropriate exercise its authority.

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
  • Carefully select agenda items and strategically schedule them throughout the year
    Increase the proportion of discussions on medium- and long-term strategy and other prioritized items to improve the quality of the Board discussions
    (The growth strategy discussion for 2023 doubled from 2022.)
Growth Strategy Discussions at Board Meetings
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
  • Regularly convene the Meeting of the Independent Directors
  • Maintain close communication even beyond formal meeting-setting
    Facilitated effective information sharing and exchange of ideas among Independent Directors with diverse knowledge and insights, contributing to high-quality discussions and decision-making at the Board of Directors meetings, thereby aiding in the pursuit of MSV
3) Engagement in succession planning
Systematically discuss succession plans for the management team and Independent Directors and consider the optimal Board composition
  • Grasp the status of the Group’s human capital through reports and evaluations provided by Co-Presidents, expanding opportunities for communication with key management personnel
    Based on these, continued monitoring the performance and evaluation of Co-President and other key management personnel
  • Discussed the contribution of individual Independent Directors and the suitable composition of the Board through the effectiveness assessment of the Board of Directors and other instances
    Maintained the optimal composition of the Board of Directors

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


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

  1. Distribute questionnaires to Directors and an Executive Officer
  2. Summarize and analyze the survey results
  3. 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
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