Evaluation of the Effectiveness of the Board of Directors
Based on the self-evaluation of all Directors through questionnaires and other means, the Board of Directors analyzes and evaluates the effectiveness of the Board of Directors as a whole once a year.
Overview and results of the evaluation in FY2021
Evaluation items
①The Board of Directors meetings for FY2021
Operation of the Board of Directors as a company with an Audit & Supervisory Committee
Deliberation for the next Medium-term Management Plan (frequency, time, materials, and explanation)
Expansion of reporting items (risk, internal audit, and sustainable management)
②Use of IT tools (web hosting, and the use of Microsoft Teams)
Evaluation results for FY2021
Operation of the Board of Directors as a company with an Audit & Supervisory Committee
All Directors responded positively to the operation of the Board of Directors’ meeting in the first year after transitioning to a company with an Audit & Supervisory Committee; however, there are issues to be addressed in the reporting items that should be deepened and expanded from the aspect of supervising business execution.
Deliberations for the next Medium-term Management Plan (Frequency, time, materials, and explanation)
The majority of the respondents answered that the style of formulating the Medium-term Management Plan was significantly different from the past, but that the number of deliberations and time spent on the plan were appropriate. However, in reviewing the progress of the plan by the Board of Directors starting in FY2022, it is deemed necessary to be aware that different themes should be deliberated with varying priorities.
Expansion of reporting items (risk, internal audit, and sustainable management)
The majority of respondents requested further enhancement of new reporting opportunities to address issues concerning risk management and sustainability. In addition, new themes and issues (refer to “Deepening and expanding items to be reported and deliberated” below) have emerged that the Board of Directors should oversee.
Use of IT tools (web hosting, and the use of Microsoft Teams)
While we believe that in-person meetings and attendance are the basic methods to be used, web-based meetings and attendance are also considered to have been established already as a method of holding and attending meetings. In addition, now that an environment for sharing information using Microsoft Teams has been established, rule development is the next issue to be addressed in order to further improve operations.
Initiatives for FY2022
Based on the FY2021 evaluation, the following three issues shall be addressed this fiscal year.
Thorough implementation of the PDCA cycle of the “Kyoso 140 Plan”
We will review the progress of the “Kyoso 140 Plan” using qualitative and quantitative KPIs, analyze the causes, and discuss countermeasures for issues that are not progressing according to the plan.
Deepening and expanding items to be reported and deliberated
The following topics will be reported by the President or the Corporate Officer in charge and deliberated as necessary.
(1) Risk management (matters to be deliberated by the “Risk Management Committee”)
(2) Sustainability (matters to be deliberated by the “Sustainability Promotion Committee”)
(3) New themes and issues to be addressed by the Board of Directors (e.g., strategies related to the business portfolio, investment strategies for human capital and intellectual property, etc.)
(4) Details regarding the execution of important operations delegated to the executive side (“Progress of major investments, etc., related to the railway and real estate business,” “progress of the future exploration initiative,” “reorganization of Group Companies,” etc.)
Operation for active discussions and deliberations
Depending on the status of the COVID-19 pandemic, the following efforts will be made to create an atmosphere conducive to discussions.
(1) Luncheon
When the Board of Directors meetings are held in the morning and afternoon, such as when reviewing the Medium-term Management Plan, a lunch meeting is held so that Outside Directors and Corporate Officers can interact with each other.
(2) Facility tours
In cooperation with the Audit & Supervisory Committee, we organize facility tours for Outside Directors so that they can further deepen their understanding of the Group’s business.
