Based on its Basic Corporate Governance Policy, Tokyo Seimitsu (the Company) evaluated the effectiveness of the Company’s Board of Directors from April 2020 to February 2021. A summary of the results of this evaluation is provided below.
1. Method of evaluation
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. 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 the processes of seeking advice on the evaluation items covered by the survey, and compiling and analyzing the survey results.
A total of 27 que
* 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 executives, * 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.
2. Results of analysis and evaluation of the effectiveness of the Board of Directors
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. But at the same time, some issues have been identified from the questionnaire. In particular, following the misconduct found at Tosei Engineering Corporation, a wholly owned subsidiary, matters related to internal governance and audit are considered crucial to be improved.
For the provision of opportunity for External Directors to better understand the Company, which was pointed out last year, efforts have been made such as sharing information on the surroundings of the Company at the monthly Board of Directors meeting, although programs such as factory visits and office tours in Japan and abroad were not offered due to the COVID-19 pandemic.
3. Future actions
To improve matters related to internal governance and audit, efforts will be made based on the recurrence preventive measures of misconducts which have already been announced publicly. The Board of Directors will reconfirm its role and position, then accordingly review agenda for the Board of Directors meetings, and seek a way to better utilize the Advisory Council. Through these efforts, the Company is committed to ensure further improvement for the effectiveness of the Board of Directors.