Evaluation of the Effectiveness
of the Board of Directors
August 9, 2023
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, 2022. 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.
- (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) Issues related to discussion of medium- and long-term issues at Board of Directors meetings
- (2) Issues related to reporting and discussion of important business decisions of subsidiaries to the Board of Directors
- (3)Issues related to crisis management and support system for outside directors
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.