Based on its Corporate Governance Policy, Tokyo Seimitsu (the Company) evaluated the effectiveness of the Company’s Board of Directors from March 2023 to February 2024. 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.
To ensure the effectiveness and transparency of the survey, an external organization was incorporated in compiling and analyzing the survey results.
<Questionnaire items>
8 items, 28 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, * Relationship with External Directors, * Relationship with shareholders and investors, * Effectiveness of Nomination and Compensation Council, and * Progress in the governance system relative to the previous year.
In addition to an item-by-item evaluation, the questionnaire takes the form of a questionnaire asking each director for comments on the strengths of the Company's Board of Directors and areas for improvement, reflections on each director's own contribution to the Board of Directors, and other free opinions and suggestions.
The results concluded that the effectiveness of the Board of Directors was largely ensured, with members with diverse experience and expertise engaging in free and vigorous discussions and providing opportunities for external directors to gain a better understanding of the Company.
Issues raised in the previous year, with regard to strengthening the governance of the Company Group as a whole, efforts are being made to strengthen and improve the subsidiary management system, providing effective support as well as supervision. About succession planning and training for directors, discussions are ongoing in the Nomination and Compensation Council.
In addition, about the enhancement of discussions at Board of Directors meetings, the Company is reviewing our operational methods, for example by separating deliberations and reporting. Furthermore, with a view to deepening understanding of the Company group among shareholders and investors, dialogue on governance and sustainability is enhanced, and the feedback is shared with the Board of Directors and used for initiatives for sustainable growth in the future.
On the other hand, the following issues were reaffirmed through this survey.
- Further enhance discussions on medium- and long-term issues.
- Deepening of discussions on succession planning and development of an education plan
- Enhancement of the training menus for Directors
The Company's Board of Directors will consider revising the criteria for agenda items, distributing materials earlier and adding individual topics to the agenda about further enhance discussions. About succession planning, the Nomination and Compensation Council will further deepen discussions with a view to formulating a education plan.
Also, about a training for directors, the Company we will also consider further enhancement of on-site inspections, including at overseas locations.
Through these initiatives, we will continue to work towards ensuring the effectiveness of the Board of Directors.