Board of Directors

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The Board of Directors functions as a supreme decision-making body, second to the General Meeting of Shareholders. It meets once a month, in principle, and extraordinary meetings are held as necessary. Based on regulations including the Board of Directors Regulations and the Duty Authority Regulations, the Board of Directors makes decisions on important matters related to the Group’s management, such as management policies, business plans, and large-scale investment plans, in addition to matters stipulated in laws, regulations, and the Articles of Incorporation.
Authority for the execution of business relating to matters other than those to be discussed by the Board of Directors is delegated to the Group Executive Committee and other subordinate meeting bodies, as well as relevant officers and other responsible persons. The Board of Directors also supervises the performance of these duties.

Composition, etc. of the Board of Directors

Maximum Number of Directors Stipulated in Articles of Incorporation	15
Term of Office Stipulated in Articles of Incorporation	1 year
Number of Directors	13
Among Directors, Number of Outside Directors (Independent Officers) / Component ratio	5 persons (5 persons) / 38%
Among Directors, Number of Female Directors / Component ratio	2 persons / 15%
Frequency of Board of Directors Meetings	Once a month in principle
Board of Directors Meeting Average Attendance	99%（based on attendance during fiscal year ended March 31, 2023）

Main topics discussed by the Board of Directors

Fiscal 2022

Formulation of medium-term management plan
Introduction of the Trust-type Employee Shareholding Incentive Plan
Evaluations of the effectiveness of the Board of Directors
Corporate Governance Reports
Verification of the rationality of cross-shareholdings
Audit reports from the Internal Audit Department
IR activities reports
Key risk indicator (KRI) monitoring report
The 2023 economy and business environment outlook
Financial market trends and the financing environment around the Group
Activities reports from the Risk Management Committee, Sustainability Committee, and Information Security Committee
Monitoring of the progress made on previous resolutions of the Board of Directors
Reports on the status of COVID-19 infections

Skills matrix

Under its long-term management policy and Medium-Term Management Plan, the Company aims to realize its ideal vision of“Create value for the future,” and build a solid and distinctive business portfolio. The Company is working on generatingunique values, with “Environmental management” and “Digital transformation” as its company-wide policies. The Company has adopted a system of a company with Audit & Supervisory Board, and the Board of Directors of theCompany is required of the effectiveness as a supervisory body, as well as playing a role of a decision-making body regarding important execution of duties. The Company, therefore, believes that the Board of Directors should be comprised of members with skills needed to promote its long-term management policy and Medium-Term Management Plan, while paying attentions to diversity. The Company lists the following specific seven items as favorable skills to be possessed in the Board of Directors as a whole: “Corporate management,” “Environment/sustainability,” “Accounting/finance,” “Legal affairs/compliance/risk management,” “Global,” “Personnel/labor,” and “digital transformation (DX).” Those skills are taken into account in the course of the candidate selection by the Company.

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Director			Expertise and experience
Name	Inside / Outside	Sex	Corporate management	Environment / sustaina-bility	Accounting / finance	Legal affairs / compliance / risk management	Global	Personnel / labor	DX
Kiyoshi Kanazashi	Inside	Male	●	●
Hironori Nishikawa	Inside	Male	●	●		●		●	●
Hitoshi Uemura	Inside	Male	●	●			●
Shohei Kimura	Inside	Male	●	●	●		●		●
Yoichi Ota	Inside	Male	●					●
Hiroaki Hoshino	Inside	Male	●	●	●		●		●
Shinichiro Usugi	Inside	Male			●				●
Hirofumi Nomoto	Inside	Male	●						●
Makoto Kaiami	Outside (independent)	Male				●
Saeko Arai	Outside （independent）	Female	●		●		●
Satoshi Miura	Outside （independent）	Male	●	●			●	●	●
Tsuguhiko Hoshino	Outside （independent）	Male			●	●	●
Yumiko Jozuka	Outside （independent）	Female		●		●		●

Evaluating effectiveness of the Board of Directors

Each year, we carry out an evaluation of the effectiveness of the Board of Directors based on opinions from each director and Audit & Supervisory Board member and other information, with the aim of ensuring the soundness and transparency of management. Issues identified through these evaluations are shared with directors and reflected in ongoing improvement efforts with the aim of further raising effectiveness. Evaluations are carried out using a questionnaire for directors and Audit & Supervisory Board members.
We use an external consultant to ensure that the design and aggregation of questionnaires are objective, and the responses are evaluated by a third-party attorney-at-law who has no advisory connections to the Company.
One example of how effectiveness has been raised is from the fiscal 2021 evaluation, in which it was viewed that amid the changes rapidly taking place in a variety of domains, there was need to enhance the insight of all Board members with regard to new social issues. Accordingly, in fiscal 2022, we made this an issue to work on. Specifically, we conducted officer training on DE&I to promote understanding concerning human capital. In addition, we also aimed to form a common understanding and deepen Board discussions through reports on the details and implementation progress of the Group’s DX strategy.
As a result of initiatives like these, the fiscal 2022 evaluation of the effectiveness of the Board of Directors again confirmed that the Board is sufficiently effective.

Effectiveness evaluation cycle

Nomination and Compensation Committee composition

The Nomination and Compensation Committee was established as an advisory body to the Board of Directors to increase the fairness and transparency of procedures for matters related to the nomination of director candidates and operating officers and matters relating to their compensation, among others. Internal rules stipulate that over half of the committee should be independent outside directors and that an independent outside director serves as chair.
The Board of Directors consults this committee concerning the matters above before passing resolutions on them.
The committee met three times in fiscal 2022 and attendance was 100%. The composition in fiscal 2023 is as follows.

Chair	Makoto Kaiami (Independent Outside Director)
Member	Satoshi Miura (Independent Outside Director)
Member	Tsuguhiko Hoshino (Independent Outside Director)
Member	Kiyoshi Kanazashi (Chairman)
Member	Hironori Nishikawa (President & CEO)

Specific matters considered by the Nomination and Compensation Committee

FYE2022

Individual evaluation concerning performance-based remuneration (bonuses) for executive directors and operating officers in fiscal 2021
Selection of a representative director, directors with special titles, and a lead independent outside director
Selection of a chair and members for the Nomination and Compensation Committee
Transfer of the representative director of a subsidiary(replacement of president)
The director and operating officer system from April 2023 onward

As of June 2023