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), five 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
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 FY2019
In January 2020, a questionnaire was conducted for all Directors (11) and all Audit & Supervisory Board Members (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 July 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 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 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 and strengthening group governance.
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 FY2019
Board Director: Iwao Nakatani
Mr. Nakatani attended 15 of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2020. 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: Yoshinobu Kosugi
Mr. Kosugi attended 14 of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2020. 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 15 of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2020. 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.
Board Director: Kimiko Ohga
Ms. Ohga attended 11 of the 11 Board of Directors meetings held since assuming office. With regard to business deliberation and other matters, she provided advice as necessary based on her abundance of experience and knowledge in the field of information and communications.