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We have been conducting an annual analysis and assessment of the effectiveness of the Board of Directors since FY2015 in order to improve its functionality.
(1) Method for analyzing and assessing the overall effectiveness of the Board of Directors
The Board of Directors analyzed and assessed the overall effectiveness of the Board of Directors based on the results of the following questionnaire.
- Method: Anonymous questionnaire
- Target: Six directors and four Audit & Supervisory Board Members in office at the end of March 2024
- Period: From April 2023 to March 2024
- Evaluation items: “Composition of the Board of Directors,” “Effectiveness of the Board of Directors,” “Operations of the Board of Directors,” “Deliberation Process of the Board of Directors,” “Information Gathering, and Support Structure,” etc.
(2) Overview of results for analyzing and assessing the overall effectiveness of the Board of Directors
Evaluation points rose for matters concerning the results of the FY 2023 evaluation, reflections on the management plan analysis and the plan for the next period, discussion of stakeholder perspectives, and the appropriate dissemination of information to shareholders, etc. When formulating the “OILES 2030 VISION” and “Medium-term Management Plans 2024-2026,” released in May 2024, there was repeated discussion by management from multiple angles about refinement of the management issues and management direction. It was assessed that this led to an overall improvement in effectiveness of the Board of Directors. On the other hand, the issues that were recognized included opinions about the importance of more indepth discussion about business risks, alongside ongoing discussion about the medium- to long-term direction for the Company, and allocation of management resources, in light of future changes in stakeholder awareness and behavior. In addition, opinions were expressed about the need for the Board of Directors to have more in-depth discussion about management issues in line with the priority to strengthen the supervisory function of the Board of Directors with the progress made in reviewing approval criteria and the delegation of authority to executive departments in light of the transition to a company with an audit and supervisory committee.
In light of these results, the Company sincerely accepted the issues and opinions voiced to further increase the effectiveness of the Board of Directors, and is implementing initiatives to appropriately implement the necessary measures, and further enhance and strengthen the corporate governance structure.
