Constitution of the Board of Directors
The Company's board of directors is comprised of 11 individuals (1 of which is woman and the others are men and six of which are serve full time), four of which are outside directors. As a rule, the board of directors convenes once per month and as otherwise deemed necessary, discussing and determining important matters related to the execution of duties, including issues related to the Company and Company subsidiaries, as well as receiving reports from each company within the Group related to important events, etc. We believe that the election of four outside directors having a depth of experience as corporate executives allows for broad, multifaceted discussions within Company board meetings, enhancing the effectiveness of governance within the SKY Perfect JSAT Group.
Evaluation and Analysis of the Board of Directors
Based on the result of self-evaluations performed in FY 2017, the Board of Directors of the Company is seeking to be a forum for deeper discussions by managing action items in its administrative office with the intention of working to deliver better prior explanations, revise listed data, and improve the environment for meetings, and to properly address matters that have been pointed out by the Board of Directors. Self-evaluations on the effectiveness of the Board of Directors in FY 2018 were also performed in February 2019, and the results were subsequently analyzed and evaluated in Board of Directors meetings in April and June 2019. As a result, the chairman and administrative office of the Board of Directors have taken the lead at addressing matters that should be newly considered, and activities are under way to improve the way the Board of Directors operates and thoroughness of PDCA cycles.
Summary of results of evaluation on the Board effectiveness for FY2018
The evaluation concluded that each of the six full-time directors and five part-time directors (including two independent outside directors and two outside directors) provided effective opinions and conducted high quality discussions based on their individual expertise and experiences, and accordingly, the effectiveness of the Board of Directors was sufficiently ensured.
The evaluation concluded that the actions taken in response to improvements to the operations of the Board of Directors which were suggested in FY 2017 have been favorable, and therefore assessed that it would be appropriate for these improvement activities to continue.
Securing a Monitoring and Containment System for Management Soundness
In order to achieve sustainable growth and improve corporate value over the medium-to-long term, our President and our Chief Financial Officer (CFO) are responsible for engaging in constructive dialogue with shareholders and potential investors within a reasonable scope, with a focus on directors in charge of investor relations and operational strategy. The opinions and concerns of shareholders and potential investors identified through such dialogue are forwarded to the Board of Directors on a quarterly basis by the Chief Financial Officer(CFO) as a report on investor trends and investor relations activities. We remain committed to listening to the thoughts of shareholders and other stakeholders in managing the company. In connection with the establishment of policies related to the sharing of information with stakeholders, our company has established an Information Disclosure Committee as an advisory body for the President. This Committee is responsible for offering opinions to the President from the standpoint of timely and accurate information disclosure.
Securing Independent Officers
The Tokyo Stock Exchange (TSE), on which our company is listed, requires that listed domestic markets secure at least one "independent director/auditor" in order to protect general shareholders and enhance corporate governance. An independent director/auditor is an outside director or outside corporate auditor who is unlikely to have a conflict of interest with general shareholders. In other words, an independent director/auditor is a person who participates in management from a neutral and objective standpoint with no interest in our company or our company group. Our company currently has four independent directors/auditors (two directors and two corporate auditors) as stipulated not only by the Companies Act and the independent standards established by the TSE, but also by our company's independent judgment criteria, in accordance with the standards of the TSE requiring the appointment of at least one independent officer.
Status of Major Activities Conducted by Outside Directors in FY2018
Board Director: Iwao Nakatani
Mr. Nakatani attended 14 of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2019. With regard to business deliberation and other matters, he provided advice as necessary based on his high level of expertise in the field of economics and business management.
Board Director: Kiyoshi Kosaka
Mr. Kosaka attended all of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2019. With regard to business deliberation and other matters, he provided advice as necessary based on his abundance of experience and knowledge in the field of communications.
Board Director: Yoshinobu Kosugi
Mr. Kosugi attended 14 of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2019. With regard to business deliberation and other matters, he provided advice as necessary based on his abundance of experience and knowledge in the broadcasting industry.
Board Director: Hiroshi Fujiwara
Mr. Fujiwara attended 10 of the 11 Board of Directors meetings held since assuming office. With regard to business deliberation and other matters, he provided advice as necessary based on his abundance of experience and knowledge in the field of information and communications.