Based on its Basic Corporate Governance Policy, Tokyo Seimitsu (the Company) evaluated the effectiveness of the Company’s Board of Directors from April 2019 to February 2020. 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, and compiled a summary of the results and an analysis. This summary was shared among the Internal and External Directors, as well as at the Board of Directors meeting, to evaluate the effectiveness of the Boards and to discuss the possibility of further improvement.
Note that the Company retained an external organization to prepare, summarize, and analyze the obtained results to ensure transparency and effectiveness.
* 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 management
* Relationship with shareholders and investors
* Progress in the governance system relative to the previous year
2. Results of analysis and evaluation of the effectiveness of the Board of Directors
The Company has concluded that the constitution of the Board of Directors is appropriate both in terms of number of directors and diversity of experience and specialty, and that the Board of Directors appropriately fulfill its roles of making decisions on important issues such as basic management policy and strategy, and of monitoring and overseeing the performance of duties by the Directors through the application of appropriate procedures at meetings. Thus, it functions effectively.
The Company has also confirmed that, since the Company had changed its form to a Company with an Audit and Supervisory Committee, corporate governance has improved through the adjustment of the connection with external directors and feedback from discussions with investors conducted throuoghout the year.
3. Future action
Based on the results of the analysis and evaluation described above, the Board of Directors will further discuss effective communication with the Audit department with the goal of ensuring smooth operation, and provide the external directors with more opportunites to deepen their knowledge about the Company than has ever been available before.