Based on its Corporate Governance Policy, Tokyo Seimitsu (the Company) evaluated the effectiveness of the Company’s Board of Directors from March 2022 to February 2023. 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.
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.
With regard to last year's issues, specific measures for succession planning and training were formulated based on discussions at the Nomination and Compensation Council. In addition, with regard to the discussion of long-term issues, the Board held the Long-term Strategy Review Committee as a forum for discussion.
On the other hand, the following issues were reaffirmed through this survey.
* Further strengthen the Group's governance and other internal management systems
* Further clarification of development and training plans for directors, etc.
* Further enhance discussions on medium- and long-term issues (business portfolio, human capital, intellectual property strategy, etc.)
*Discussion of feedback from shareholders and investors
The Board of Directors will continue to work on strengthening and improving the internal control system to strengthen governance throughout the Group, and will work together to provide effective oversight of this system.
With regard to succession planning and executive training, the Nomination and Compensation Council will continue discussions for further clarification.
In addition, we will consider ways to improve the discussion at the Board of Directors meetings from the viewpoint of enhancing the discussion.
Furthermore, from the viewpoint of deepening understanding of the Company among shareholders and investors, the Company enhances dialogue by utilizing the Integrated Report and other documents prepared in the previous fiscal year, share the feedback with the Board of Directors, and utilize the feedback in our efforts toward sustainable growth in the future.
Through these efforts, the Company is committed to ensure further improvement for the effectiveness of the Board of Directors.