Evaluation of the Effectiveness
of the Board of Directors
June 28, 2021
Overview of the Results of Evaluating the Effectiveness of the Board of Directors
The management's fundamental stance on corporate governance is a management structure where managers can verify and sustain compliance with the laws and standing rules based on the COMPANIES' vision: "Discovering new tastiness, sharing moments of joy." Moreover, we believe that establishing a management framework that can orient the mentality and activities of all officers and employees to accomplish our vision will lead to more equitable and transparent management, and this will be for the benefit of all stakeholders involved with the COMPANIES.
On the basis of this fundamental stance, we carried out an analysis and evaluation of the effectiveness of the Board of Directors for the fiscal year ended September 30, 2020,. An overview of the results of that evaluation follows:
1. Evaluation Method
- (1) Individuals subject to evaluation
All directors of FOOD & LIFE COMPANIES LTD., including Audit & Supervisory Committee members who are directors.
- (2) Method
The evaluation was carried out by a third-party institution using an anonymous questionnaire format. The Board of Directors deliberated, analyzed, and evaluated the Board's effectiveness by referring to the results.
2. Overview of Analysis and Evaluation Results
The directors carried out self-evaluations using questionnaires, and an analysis and evaluation were carried out of the entire Board of Directors. The questionnaire was provided with the collaboration of a third-party institution, and individual IDs were issued to each director with responses given directly to the third-party institution to ensure anonymity.
On the basis of the report of the results from the third-party institution, and after confirming the composition of the Board of Directors, the points of improvement regarding the deliberation and administration of the Board of Directors, the state of administration of the Board of Directors, the state of support provided to the directors, the training required for the directors, and other efforts made by the directors themselves regarding the deliberation and administration of the Board of Directors, the Board of Directors was evaluated to have sufficient effectiveness.
The following points were identified as requiring some improvements:
- (1) With regard to the administration of the Board of Directors: timely submission of required documents and the securing of sufficient time for deliberations.
- (2) With regard to the deliberation of the Board of Directors: reviewing matters to be delegated to corporate officers or secondary meetings, securing sufficient time for deliberations on management strategies and plans, and having sufficient discussions on matters such as the promotion of Digital Transformation (DX) and the advancement of policies on ESG and SDGs.
- (3) Other matters: the development of mutual understanding between inside directors/corporate officers and external directors, and a system for reporting the monitoring results of subsidiary companies.
We recognize that these improvements will be future challenges to tackle to ensure the effectiveness of the Board of Directors.
To achieve sustained growth and the enhancement of medium- to long-term corporate value, we will strive to build an equitable and transparent management system and continue to strengthen the effectiveness of the Board of Directors by taking measures to address these issues with assistance from outside experts.