Formulation of Basic Policy for Corporate Governance
Achieving sustainable improvement of corporate value requires the establishment of a robust corporate governance foundation and the realization of a more logical and efficient environment for management. In August 2015, with resolution of the Board of Directors, we enacted the Basic Policy for Corporate Governance that sets forth our basic concept of corporate governance and provides a framework and set of guidelines for business operations.
Fortifying the Functions of the Board of Directors and Business Execution
The company has adopted an executive officer system, which separates management decision-making by directors from business execution by executive officers. This system clarifies the scope of roles and responsibilities and fortifies each function.The Board of Directors consists of 12 directors (as of June 29, 2021) and meets once a month, as a rule, to resolve important management matters and oversee the execution status of corporate business. Since fiscal 2020, we have appointed four outside directors to further strengthen the transparency,objective validity, and accountability of the Board of Directors.
In addition, the Personnel and Compensation Committee,chaired by an outside director, is responsible for examing any important personnel matters of the Board of Directors and executive divisions, and remuneration of officers and other executives, as well as submitting reports to the Board of Directors.
Evaluation
In accordance with the Basic Policy for Corporate Governance,we have conducted an annual analysis and evaluation of the effectiveness of the Board of Directors based on directors’ selfassessments.In evaluating the effectiveness of the Board of Directors in fiscal 2020, as well as seeking an evaluation by a third-party organization to perform verification neutrally and objectively, we reviewed how the evaluation is conducted. In the past, the self-assessments of executive directors were discussed at Board of Directors’ meetings, but this fiscal year, in addition to the advance questionnaire, interviews with each director and evaluations from outside directors and the corporate auditors were also incorporated.
The results of the third-party analysis and evaluation confirmed that, in general, the effectiveness of the Board of Directors has been maintained. Going forward, we will continue to incorporate third-party evaluations as appropriate.