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Evaluation of the composition and effectiveness of the Board of Directors

Constitution of the Board of Directors

The Company’s Board of Directors is comprised of 9 individuals (one of them is woman and the others are men) and four of which are serve full time, five outside directors serve part time. As a rule, the Board of Directors convenes once a 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 five outside directors having a depth of experience as corporate management and executives allows for broad, multifaceted discussions within the Company’s board meetings, enhancing the effectiveness of governance within the Group.

Evaluation and Analysis of the Board of Directors

The Board of Directors analyzes and evaluates the effectiveness of the Board of Directors based on the self-evaluations of each director every year, and discloses a summary of the results.

Summary of results of evaluation on the Board effectiveness for FY2021

In February 2022, a questionnaire was conducted for all Directors (11) and all Audit Directors (4) . The questionnaire on the composition, operation status, details of deliberations, management issues, etc. of the Board of Directors, and at the meetings of the Board of Directors held in April and June of the same year, the Board of Directors discussed the report of the results, analysis, evaluation, and measures to deal with issues.

[Summary of the Results of Evaluation of Effectiveness of Board of Directors]

  • The evaluation concluded that each of the six full-time directors and five part-time directors (including three 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 Chairman of the Board of Directors and the Secretariat of the Board of Directors will play a central role in implementing improvement activities in response to issues such as enhancing discussions on medium-and long-term management with an awareness of ESG and SDGs, promoting DX, and strengthening group governance.

Securing a Monitoring and Containment System for Management Soundness

As a company with corporate auditors (the board of corporate auditors), the Company enhances the monitoring and supervisory functions and secures transparency and soundness of its management by having the corporate auditors fulfill management supervisory duties. In addition to the corporate governance system primarily based on the management supervision by the corporate auditors, the Company has appointed more than one highly independent outside director and auditor aiming at strengthening and enhancing the effectiveness of management supervision by the Board of Directors and transparency and soundness of the management. Furthermore, the Company has voluntarily established the “Nomination & Remuneration Committee,” which is an advisory body for the board of directors. The “Nomination & Remuneration Committee,” the majority of whose members are independent outside directors and that is chaired by an independent outside director, conducts independent discussions for appointing directors and determining remunerations.

Securing Independent Officers

The Tokyo Stock Exchange (TSE), on which our company is listed, requires that listed on the Prime Market 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 five independent directors/auditors (three 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 FY2021

Board Director: Iwao Nakatani

Mr. Nakatani attended all of the 16 Board of Directors meetingsheld in the fiscal year ended March 31, 2022. With regard tobusiness deliberation and other matters, he provided advice asnecessary based on his high level of expertise in the field ofeconomics and business management, and strove to supervise themanagement team from an independent and objective standpointmainly regarding the strengthening of the management system. Inaddition, he chairs the Nomination and Remuneration Committeethat provides advice to the Board of Directors on the appointmentand dismissal as well as remuneration of Board Directors. Heattended all of the 11 Nomination and Remuneration Committeemeetings held in the fiscal year ended March 31, 2022.

Board Director: Yoshinobu Kosugi

Mr. Kosugi attended all of the 16 Board of Directors meetings heldin the fiscal year ended March 31, 2022. With regard to businessdeliberation and other matters, he provided advice as necessarybased on his high level of expertise as a corporate manager and hisabundance of experience and knowledge in the Media Business,and strove to supervise the management team from an independentand objective standpoint mainly regarding the strengthening of themanagement system.

Board Director: Hiroshi Fujiwara

Mr. Fujiwara attended all of the 16 Board of Directors meetingsheld in the fiscal year ended March 31, 2022. With regard tobusiness deliberation and other matters, he provided advice asnecessary based on his high level of expertise as a corporatemanager and extensive experience and knowledge in the fields ofinformation and communications, and strove to supervise themanagement team from an independent and objective standpointmainly regarding the strengthening of the management system. Inaddition, he is a member of the Nomination and RemunerationCommittee that provides advice to the Board of Directors on theappointment and dismissal as well as remuneration of BoardDirectors. He attended all of the 11 Nomination and RemunerationCommittee meetings held in the fiscal year ended March 31, 2022.

Board Director: Kimiko Ohga

Ms. Ohga attended all of the 16 Board of Directors meetings heldin the fiscal year ended March 31, 2022. With regard to businessdeliberation and other matters, she provided advice as necessarybased on her high level of expertise as a corporate manager andextensive experience and knowledge of the communicationindustry, and strove to supervise the management team from anindependent and objective standpoint mainly regarding thestrengthening of the management system. In addition, she is amember of the Nomination and Remuneration Committee thatprovides advice to the Board of Directors on the appointment anddismissal as well as remuneration of Board Directors. She attendedall of the 11 Nomination and Remuneration Committee meetingsheld in the fiscal year ended March 31, 2022.

Board Director: Kenji Shimizu

Mr. Shimizu attended 9 of the 11 Board of Directors meetings heldsince he assumed office. With regard to business deliberation andother matters, he provided advice as necessary based on his highlevel of expertise as a corporate manager and his abundance ofexperience and knowledge in the Media Business, and strove tosupervise the management team from an independent andobjective standpoint mainly regarding the strengthening of themanagement system. In addition, he is a member of theNomination and Remuneration Committee that provides advice tothe Board of Directors on the appointment and dismissal as wellas remuneration of Board Directors. He attended all of the 6Nomination and Remuneration Committee meetings held since heassumed office.