Based on its Corporate Governance Policy, Tokyo Seimitsu (the Company) evaluated the effectiveness of the Company’s Board of Directors from April 2021 to February 2022. A summary of the results of this evaluation is provided below.
The Company conducted a questionnaire survey of all the Corporate Directors (including those directors who are serving as Audit and Supervisory Committee members) regarding the following points. After discussions among Internal Directors and among External Directors, a summary of the results and an analysis were shared at the Board of Directors meeting, to evaluate the effectiveness of the Boards and to discuss the possibility of further improvement.
In order to ensure the effectiveness and transparency of the survey, an external organization was incorporated in compiling and analyzing the survey results.
<Questionnaire items>
7 items, 27 questions in total
* Roles and functions of the Board of Directors (hereinafter, “Boards”), * Constitution and scale of the Boards, * Management of the Boards, * Cooperation with auditing organizations, * Communication with External Directors, * Relationship with shareholders and investors, and * Progress in the governance system relative to the previous year.
The questionnaire includes the evaluation on each item with open questions on the strength of the Board of Directors and the areas for its improvement, reflection by individual Directors on their respective contribution to the Board of Directors and other comments and suggestions.
The results concluded that the effectiveness of the Board of Directors was largely ensured, as shown in, for example, active discussions under mutual collaboration of members with diverse experience and expertise, and active discussions among Nomination and Compensation Council.
But at the same time, some issues have been identified from the questionnaire as follows.
- Matters related to internal control, including governance of subsidiaries and affiliates
- Clarification of development and training plans for Directors and Officers
-Further enhancement of medium- to long-term discussions and sustainability-related discussions at Board of Directors meetings
Regarding internal control and auditing, which was pointed out last year, the Company has completed measures to prevent recurrence and are making improvements. The Company will continue to work on internal control issues to further strengthen our internal management system.
With regard to matters related to internal control, the Company will continue to work toward improvement. In addition, we will strive to enhance discussions at the Nomination and Compensation Council regarding succession planning and training.
With regard to discussions at the Board of Directors meetings, we will consider reviewing agenda items and devising operational methods to allocate more time for medium- to long-term discussions and sustainability issues.
Through these efforts, the Company is committed to ensure further improvement for the effectiveness of the Board of Directors.