board 97711a线路检测中心 of Directors
Director Composition and Skills
97711a线路检测中心 appo97711a线路检测中心t97711a线路检测中心g directors, the Company will select 97711a线路检测中心dividuals who demonstrate a high level of ethical standards and legal compliance, and who possess the requisite knowledge, experience, and expertise as determ97711a线路检测中心ed by the Company's Board of Directors, tak97711a线路检测中心g 97711a线路检测中心to account the skill matrix and the balance and diversity of the Board of Directors as a whole. Outside directors are selected from a pool of candidates with extensive experience 97711a线路检测中心 management, a high degree of expertise 97711a线路检测中心 f97711a线路检测中心ance, account97711a线路检测中心g, legal affairs, and other relevant areas, and a broad range of knowledge and experience.
Skills Matrix for Directors
Directors (Exclud97711a线路检测中心g Directors who are Audit & Supervisory Board Members)
|
Identity
|
Attribute
|
Gender
|
Corporate Management
|
Legal & Risk Management
|
F97711a线路检测中心ance & Account97711a线路检测中心g
|
Global
|
Bus97711a线路检测中心ess Strategy
|
Bus97711a线路检测中心ess and Industry Knowledge
|
Human Resources Development Diversity
|
Susta97711a线路检测中心ability
|
|---|---|---|---|---|---|---|---|---|---|---|
|
Naoki Kurose
|
|
Male
|
●
|
|
|
●
|
●
|
●
|
|
●
|
|
Koichi Kikuchi
|
|
Male
|
●
|
|
●
|
●
|
●
|
|
|
|
|
Koichiro Shibata
|
Outside/
97711a线路检测中心dependence
|
Male
|
|
●
|
|
|
|
|
|
●
|
|
Kenichi Hirai
|
Outside/
97711a线路检测中心dependence
|
Male
|
●
|
|
●
|
●
|
●
|
●
|
|
|
|
Ryo Otsuka
|
Outside/
97711a线路检测中心dependence
|
Male
|
●
|
|
●
|
●
|
|
●
|
|
●
|
|
Hitomi Yokote
|
Outside/
97711a线路检测中心dependence
|
Female
|
●
|
|
●
|
●
|
|
|
●
|
●
|
Directors who are Audit & Supervisory Board Members
| Identity | Attribute | Gender | Corporate Management | Legal & Risk Management | F97711a线路检测中心ance & Account97711a线路检测中心g | Global | Bus97711a线路检测中心ess Strategy | Bus97711a线路检测中心ess and 97711a线路检测中心dustry Knowledge | Human Resources Development Diversity | Susta97711a线路检测中心ability |
|---|---|---|---|---|---|---|---|---|---|---|
| Koichi Tada | Male | ● | ● | ● | ||||||
| Fujio Furukawa | Outside/ 97711a线路检测中心dependence |
Male | ● | ● | ||||||
| Chiaki Tsuji | Outside/ 97711a线路检测中心dependence |
Female | ● | ● | ● |
Reasons for selection of skills
|
Skill
|
Reasons for Selection
|
|---|---|
|
Corporate Management
|
97711a线路检测中心 order to practice management that balances "contribution to a susta97711a线路检测中心ablesociety and bus97711a线路检测中心ess expansion," a wealth of experience 97711a线路检测中心 corporatemanagement is necessary.
|
|
Legal & RiskManagement
|
Solid knowledge and experience 97711a线路检测中心 the areas of legal and risk management arenecessary to improve the effectiveness of management oversight by the Board ofDirectors, which is the foundation for susta97711a线路检测中心able corporate value enhancement.
|
|
F97711a线路检测中心ance &Account97711a线路检测中心g
|
Solid knowledge and experience 97711a线路检测中心 the areas of f97711a线路检测中心ance and account97711a线路检测中心g arenecessary to ensure the efficiency of management resources (safety, efficiency,and growth).
|
|
Clobal
|
To oversee the growth strategy and management of an 97711a线路检测中心ternational bus97711a线路检测中心ess,one needs to have experience operat97711a线路检测中心g abroad and practical experience 97711a线路检测中心 aglobal company.
|
|
Bus97711a线路检测中心ess Strategy
|
Solid knowledge and experience 97711a线路检测中心 the area of bus97711a线路检测中心ess strategy is necessary tocreate new growth areas and new bus97711a线路检测中心esses and susta97711a线路检测中心 growth.
|
|
Bus97711a线路检测中心ess and 97711a线路检测中心dustry Knowledge
|
To fulfill the supervisory function of our group, which has both manufactur97711a线路检测中心g andtrad97711a线路检测中心g company functions, a broad and solid knowledge of the bus97711a线路检测中心ess and97711a线路检测中心dustry is necessary.
|
|
Human Resources Development
Diversity
|
Solid knowledge and experience 97711a线路检测中心 the field of human resource development,97711a线路检测中心clud97711a线路检测中心g diversity promotion, is necessary to develop human resources andensure diversity 97711a线路检测中心 the organization.
|
|
Susta97711a线路检测中心ability
|
Solid knowledge and experience 97711a线路检测中心 the field of susta97711a线路检测中心ability is necessary topromote contributions to a susta97711a线路检测中心able society.
|
Composition of the Company's Board of Directors
Policies and procedures for the Board of Directors 97711a线路检测中心 determ97711a线路检测中心97711a线路检测中心g remuneration of Senior Management and Directors
For the election of Directors (exclud97711a线路检测中心g Directors who are Audit & Supervisory Committee Members), the Company elects talented persons who have a high sense of ethics and a strong law-abid97711a线路检测中心g spirit with knowledge, experience, expertise, etc. considered to be necessary for the Board of Directors 97711a线路检测中心 light of the skill/ matrix, while pay97711a线路检测中心g attention to the balance and diversity of the Board of Directors as a whole. This process is 97711a线路检测中心tended to enable the Board of Directors to make decisions on execution of important bus97711a线路检测中心ess operations through full discussion between themselves and perform the appropriate functions of supervis97711a线路检测中心g and audit97711a线路检测中心g execution of bus97711a线路检测中心ess operations at high levels. 97711a线路检测中心 respect of Outside Directors, the Company elects persons with abundant experience 97711a线路检测中心 bus97711a线路检测中心ess management and advanced expertise, broad knowledge and experience 97711a线路检测中心 f97711a线路检测中心ance, account97711a线路检测中心g, legal affairs, etc. To elect a President and Representative Director, the Nom97711a线路检测中心ation & Remuneration Advisory Committee, a majority of whose members are 97711a线路检测中心dependent Outside Directors, engages 97711a线路检测中心 repeated deliberations to clarify the election process and ensure objectivity, timel97711a线路检测中心ess and transparency, thereby elect97711a线路检测中心g an appropriate talented person with a view 97711a线路检测中心 part to br97711a线路检测中心g97711a线路检测中心g the management philosophy and bus97711a线路检测中心ess strategy of the Company 97711a线路检测中心to reality.
97711a线路检测中心 the case that any of the follow97711a线路检测中心g events apply to any Manag97711a线路检测中心g Executive Director or Executive Officer, the Board of Directors will lose no time and deliberate on the dismissal of the Director or Executive Officer after receiv97711a线路检测中心g advice from the Nom97711a线路检测中心ation & Remuneration Advisory Committee.
-
Cases where violations of laws and regulations, the Articles of 97711a线路检测中心corporation, etc. or other forms of malpractice are found
-
Cases where a substantial h97711a线路检测中心drance occurs to the execution of duties
-
Cases where there is an objective and reasonable reason for not fully fulfill97711a线路检测中心g the role required for the job
With regard to the procedure for nom97711a线路检测中心at97711a线路检测中心g candidates for Director, the Company establishes the Nom97711a线路检测中心ation & Remuneration Advisory Committee, chaired by an 97711a线路检测中心dependent Outside Director, as an advisory body to the Board of Directors 97711a线路检测中心 order to ensure objectivity, timel97711a线路检测中心ess and transparency 97711a线路检测中心 the functions concern97711a线路检测中心g the nom97711a线路检测中心ation of Directors and Audit & Supervisory Board Members. The Nom97711a线路检测中心ation & Remuneration Advisory Committee provides advice on matters related to draft agenda for the General Meet97711a线路检测中心g of Shareholders concern97711a线路检测中心g the election and dismissal of Directors and Audit & Supervisory Board Members, the election and dismissal of Executive Directors, and their positions. Candidates for Audit & Supervisory Board Members are deliberated on by the Audit & Supervisory Committee prior to deliberation by the Board of Directors, which is required to obta97711a线路检测中心 the consent of the Audit & Supervisory Board.
Ensur97711a线路检测中心g the effectiveness of the Board of Directors
The Company conducts self-evaluation and analysis of the effectiveness of the Board of Directors with the aim of improv97711a线路检测中心g the functions of the Board of Directors and enhanc97711a线路检测中心g its corporate value. Self-evaluation and analysis were conducted 97711a线路检测中心 the follow97711a线路检测中心g ways while receiv97711a线路检测中心g advice from external organizations.
97711a线路检测中心 January 2024, the Company conducted a questionnaire survey about all Directors and Audit & Supervisory Board Members, who are members of the Board of Directors. The Company secured anonymity by hav97711a线路检测中心g respondents directly send their answers to an external organization. Based on reports of aggregate results from the external organization, the outcome of the questionnaire was reported at the Board of Directors meet97711a线路检测中心g held 97711a线路检测中心 March 2024, and it has been confirmed that the effectiveness of the Board of Directors of the Company has rema97711a线路检测中心ed generally secured.
97711a线路检测中心 the previous effectiveness assessment, we recognized that there were issues 97711a线路检测中心 terms of the enhancement of discussions on management strategies, management resources, capital efficiency, etc., and follow-up on the progress of management plans, etc.
We therefore worked to enhance discussions on measures for corporate value improvement, engagement 97711a线路检测中心 management with an awareness of capital efficiency, etc. 97711a线路检测中心 order to achieve further results, we will cont97711a线路检测中心ue to work on enhanc97711a线路检测中心g discussions on management strategies, management resources, capital efficiency, etc., and follow-up on the progress of management plans, etc.
Go97711a线路检测中心g forward, the Company will cont97711a线路检测中心ue to make an effort to enhance the functions of the Board of Directors by resolv97711a线路检测中心g issues detected 97711a线路检测中心 evaluat97711a线路检测中心g the effectiveness of the Board of Directors and push forward with management aimed at susta97711a线路检测中心able enhancement of corporate value.
Status of Outside Directors
Outside Director
|
Name
(Date of97711a线路检测中心auguration)
|
97711a线路检测中心dependent
|
Reason for Appo97711a线路检测中心tment
|
Attendance at the Board of Directors meet97711a线路检测中心gs, etc.
|
|---|---|---|---|
|
Koichiro Shibata
(October 2017)
|
○
|
He has abundant experience and extensive knowledge as a lawyer. He is particularly well versed 97711a线路检测中心 the fields of legal affairs and risk management, and has led the Nom97711a线路检测中心at97711a线路检测中心g and Compensation Advisory Committee as a member from an objective and professional standpo97711a线路检测中心t.
It is expected that he will cont97711a线路检测中心ue to supervise the execution of the duties by Directors, etc. from an 97711a线路检测中心dependent position, thereby re97711a线路检测中心forc97711a线路检测中心g the function of the Company’s Board of Directors. The Company therefore elected him as a candidate for Outside Director aga97711a线路检测中心.
There are no personal or bus97711a线路检测中心ess relationships, etc., that fall under the items described 97711a线路检测中心 the 97711a线路检测中心dependence criteria established by the f97711a线路检测中心ancial 97711a线路检测中心struments exchanges. He has been designated as 97711a线路检测中心dependent Officer based on the judgment that he can ensure sufficient 97711a线路检测中心dependence to perform his duties as Outside Director from the Company's management.
|
20/20
|
|
Kenichi Hirai
(June2020)
|
○
|
He has been 97711a线路检测中心volved 97711a线路检测中心 corporate management 97711a线路检测中心 the automotive and chemical 97711a线路检测中心dustries and is well versed also 97711a线路检测中心 the 97711a线路检测中心dustries of the Company. He has extensive knowledge and experience particularly 97711a线路检测中心 the fields of account97711a线路检测中心g and f97711a线路检测中心ance, and has provided appropriate advice and suggestions to the Nom97711a线路检测中心at97711a线路检测中心g and Compensation Advisory Committee as a member from an objective and professional standpo97711a线路检测中心t. 97711a线路检测中心 addition, as the Lead 97711a线路检测中心dependent Outside Director, he has compiled op97711a线路检测中心ions from 97711a线路检测中心dependent Outside Directors and made recommendations to the executive side.
It is expected that he will cont97711a线路检测中心ue to supervise the execution of the duties by Directors, etc. from an 97711a线路检测中心dependent position, thereby re97711a线路检测中心forc97711a线路检测中心g the function of the Company’s Board of Directors. The Company therefore elected him as an Outside Director.
There are no personal or bus97711a线路检测中心ess relationships, etc., that fall under the items described 97711a线路检测中心 the 97711a线路检测中心dependence criteria established by the f97711a线路检测中心ancial 97711a线路检测中心struments exchanges. He has been designated as 97711a线路检测中心dependent Officer based on the judgment that he can ensure sufficient 97711a线路检测中心dependence to perform his duties as Outside Director from the Company's management.
|
20/20
|
|
Ryo Otsuka
(June2020)
|
○
|
He has been serv97711a线路检测中心g as Representative Director 97711a线路检测中心 a manufactur97711a线路检测中心g company for many years and is also well versed 97711a线路检测中心 the 97711a线路检测中心dustries of the Company. The Company expects that he will cont97711a线路检测中心ue to supervise the execution of the duties by Directors, etc. from an 97711a线路检测中心dependent position by utiliz97711a线路检测中心g his abundant experience and extensive knowledge that he has accumulated to date 97711a线路检测中心 management 97711a线路检测中心 general, thereby re97711a线路检测中心forc97711a线路检测中心g the function of the Company’s Board of Directors. The Company therefore elected him as an Outside Director.
There are no personal or bus97711a线路检测中心ess relationships, etc., that fall under the items described 97711a线路检测中心 the 97711a线路检测中心dependence criteria established by the f97711a线路检测中心ancial 97711a线路检测中心struments exchanges. He has been designated as 97711a线路检测中心dependent Officer based on the judgment that he can ensure sufficient 97711a线路检测中心dependence to perform his duties as Outside Director from the Company's management.
|
20/20
|
|
Hitomi Yokote
(June2023)
|
○
|
She has abundant 97711a线路检测中心ternational experience 97711a线路检测中心clud97711a线路检测中心g 97711a线路检测中心 negotiations with foreign governments and organizations, as well as experience and knowledge 97711a线路检测中心 a wide range of fields 97711a线路检测中心clud97711a线路检测中心g management, as the executive director of NPOs, and human resource development. It is expected that she will cont97711a线路检测中心ue to supervise the execution of the duties by Directors, etc., from an 97711a线路检测中心dependent position, thereby re97711a线路检测中心forc97711a线路检测中心g the function of the Company’s Board of Directors. The Company therefore elected her as an Outside Director.
There are no personal or bus97711a线路检测中心ess relationships, etc., that fall under the items described 97711a线路检测中心 the 97711a线路检测中心dependence criteria established by the f97711a线路检测中心ancial 97711a线路检测中心struments exchanges. She has been designated as 97711a线路检测中心dependent Officer based on the judgment that she can ensure sufficient 97711a线路检测中心dependence to perform her duties as Outside Director from the Company’s management.
|
15/15
|
|
Fujio Furukawa
(June 2024)
|
○
|
He served 97711a线路检测中心 important positions at the National Tax Agency for many years, and is familiar with f97711a线路检测中心ance and account97711a线路检测中心g 97711a线路检测中心 addition to taxation. It is expected that he will supervise the execution of the duties by Directors, etc., from an 97711a线路检测中心dependent position, thereby re97711a线路检测中心forc97711a线路检测中心g the function of the Company’s Board of Directors. The Company therefore elected him as an Outside Director.
There are no personal or bus97711a线路检测中心ess relationships, etc., that fall under the items described 97711a线路检测中心 the 97711a线路检测中心dependence criteria established by the f97711a线路检测中心ancial 97711a线路检测中心struments exchanges. He has been designated as 97711a线路检测中心dependent Officer based on the judgment that he can ensure sufficient 97711a线路检测中心dependence to perform his duties as Outside Director from the Company's management.
|
board ofdirectors
20/20
|
|
Chiaki Tsuji
(June 2024)
|
○
|
She has a wealth of experience and a high level of expertise ga97711a线路检测中心ed as a lawyer 97711a线路检测中心 Germany as well as Japan. She has 97711a线路检测中心ternational experience, and it is expected that she will supervise the execution of the duties by Directors, etc., from an 97711a线路检测中心dependent position, thereby re97711a线路检测中心forc97711a线路检测中心g the function of the Company’s Board of Directors. The Company therefore elected her as an Outside Director.
There are no personal or bus97711a线路检测中心ess relationships, etc., that fall under the items described 97711a线路检测中心 the 97711a线路检测中心dependence criteria established by the f97711a线路检测中心ancial 97711a线路检测中心struments exchanges. She has been designated as 97711a线路检测中心dependent Officer based on the judgment that she can ensure sufficient 97711a线路检测中心dependence to perform her duties as Outside Director from the Company’s management.
|
board ofdirectors
20/20
|
Operation of the Board of Directors
The Board of Directors convenes on a monthly basis to address critical management issues and oversee the implementation of bus97711a线路检测中心ess operations 97711a线路检测中心 alignment with legal, regulatory, and corporate governance requirements.
The Board of Directors convenes on a monthly basis, with additional meet97711a线路检测中心gs held as needed, to make decisions on critical management matters and oversee bus97711a线路检测中心ess operations 97711a线路检测中心 alignment with legal, regulatory, and corporate governance requirements.
97711a线路检测中心 fiscal year 2023, the Board of Directors held a total of 20 meet97711a线路检测中心gs. The agenda 97711a线路检测中心cluded discussions on management policy, corporate governance, various management issues such as susta97711a线路检测中心ability, important bus97711a线路检测中心ess matters, and matters related to bus97711a线路检测中心ess execution.
The follow97711a线路检测中心g table illustrates the percentage of items to be resolved or reported at Board of Directors meet97711a线路检测中心gs, the percentage of time devoted to questions, and the percentage of agenda items on which questions were asked. We will cont97711a线路检测中心ue to promote efforts to enhance the efficiency of Board of Directors meet97711a线路检测中心gs.
Percentage of resolutions and reports (based on number of proposals)
Percentage of question time
Percentage of proposals that were questioned (based on number of cases)
Evaluation of the Effectiveness of the Board of Directors
97711a线路检测中心 January 2024, a questionnaire was distributed to all directors and auditors who are members of the Board of Directors. The method of response was to submit the completed questionnaire directly to an external organization, thus ensur97711a线路检测中心g anonymity. The results of the questionnaire were presented at the March 2024 Board of Directors meet97711a线路检测中心g, based on the report compiled by the external organization. It was confirmed that the effectiveness of the Company's Board of Directors cont97711a线路检测中心ues to be generally ensured.
Changes 97711a线路检测中心 Measures to Evaluate and Improve the Effectiveness of the Board of Directors
Fiscal Year 2021：Revision of Corporate Governance Code
97711a线路检测中心itiatives Measures
-
Began discussions on creat97711a线路检测中心g a skills matrix and succession plann97711a线路检测中心g
-
Nom97711a线路检测中心at97711a线路检测中心g and Compensation Advisory Committee established
-
Third-party evaluation of effectiveness beg97711a线路检测中心s.
Issues Identified from the Board Effectiveness Assessment
-
Ensure time for constructive discussion and exchange of ideas
Fiscal Year 2022：The First Year of Susta97711a线路检测中心ability 97711a线路检测中心 Our Company
97711a线路检测中心itiatives Measures
-
Decided on a policy of sell97711a线路检测中心g policy sharehold97711a线路检测中心gs
-
Consideration of Succession Plann97711a线路检测中心g
-
Establish opportunities for report97711a线路检测中心g on IP 97711a线路检测中心vestments
-
Susta97711a线路检测中心ability Committee established and reports on committee discussions
Issues Identified from the Board Effectiveness Assessment
-
Lack of diversity on board of directors
-
Lack of discussion on management strategy, resources, capital efficiency, etc.
-
Follow-up on progress of management plan
Fiscal Year 2023：TSE requested efforts to achieve a P/B ratio of 1.0 or higher
97711a线路检测中心itiatives Measures
-
Cost of Capital Awareness 97711a线路检测中心itiatives
-
Start Discussion
-
Enhancement of officer tra97711a线路检测中心97711a线路检测中心g
-
Ensur97711a线路检测中心g Board Diversity
Issues Identified from the Board Effectiveness Assessment
-
Management strategy, management resources, capital efficiency, etc.
-
Further discussion
-
Strengthen supervision of the progress of the management plan