Composition of the Board of Directors

The Company's Articles of Incorporation stipulate that the number of directors shall be no more than nine, and while it is fundamental that the Board of Directors consists of the necessary and appropriate number of people to ensure an effective management system and substantive discussions at Board meetings, in order to ensure expertise, the Board of Directors shall be composed of appropriate persons, considering the balance between executive directors who are excellent in character, insight, and ability to execute, and who are familiar with the business of the Group, and independent outside directors. is.

With regard to outside directors, we believe it is important to appoint diverse outside directors who have a high degree of independence and expertise in order to fulfill the role expected of them by society of advising and checking management. Furthermore, outside directors will include individuals with management experience at other companies.

Director skill matrix

family name

Skill experience items

corporate management

Finance

total

legal affairs

risk management

global

Foreign operation

Personnel/Labor

Human resource development

sales

technology/safety

IT/DX

ESG

Sustainability

Hiromi Ishii

●

◆

◆

●

◆

◆

●

●

Shuichi Tachibana

●

●

●

●

Masahiro Abe

●

●

●

●

Katsuyoshi Tanaka

●

●

●

●

Yu Yasuhara

●

●

●

●

Hiroko Kaneko

●

●

Takahiro Mikami

●

◆

●

◆

●

●

●

Takao Isozaki

●

●

●

●

◆ represents skills as an experienced representative director.

The skills of executive directors, excluding those who have experience as representative directors, are limited to four items.

Execution of duties by directors

The Board of Directors resolves important company matters as stipulated in the "Board of Directors Regulations," in addition to matters stipulated by law or the Articles of Incorporation.
In addition, Executive Management Meeting, which is composed of executive directors, etc., deliberates in advance on matters to be resolved at the Board of Directors meeting, and provides advance explanations to outside directors who do not attend Executive Management Meeting. In addition to the Board of Directors meetings, we also hold briefing sessions in which the heads of each division report to outside directors on their division's operating status, as a means of communication between outside directors and business execution divisions (held 7 times in FY2023). In addition, we strive to ensure the efficiency of Board of Directors deliberations and the rationality of decision-making by, for example, establishing and implementing "detailed rules for the preparation of agenda documents for the Board of Directors meeting."

*For details on the activities of the Board of Directors (including attendance status of individual directors), please refer to the Company's annual securities report.

Effectiveness evaluation of the Board of Directors

Our Board of Directors analyzes and evaluates the overall effectiveness of the Board of Directors every year, discusses issues based on the results, and uses the results to improve future operations of the Board of Directors.

The summary of the analysis and evaluation of the effectiveness of the Board of Directors as a whole for fiscal 2023 is as follows:

Implementation method

① Utilize an independent third-party organization to ensure objectivity and transparency of evaluation

② Questionnaire survey targeting all directors and Audit & Supervisory Board Member (response rate 100%)

(3) Based on the results of the questionnaire, evaluation will be made at the Board of Directors meeting held in May 2024.

Evaluation results

The majority of the evaluations were positive (5 or 4 points out of 5), with particularly high evaluations given to "provision of information to outside directors," "deliberations at the Nomination and Remuneration Advisory Committee," and "responsibilities of independent outside directors." The functions of our board of directors are being fully utilized, and effectiveness is being ensured.

problem recognition

Further strengthening "Sharing the values we aim for with stakeholders" and "Establishing a system for dialogue with shareholders"

Based on this effectiveness evaluation, we will consider and implement specific measures necessary to enhance the effectiveness of our Board of Directors.