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Results of the Evaluation of the Effectiveness of the Board of Directors of KITO CORPORATION

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Results of the Evaluation of the Effectiveness of the Board of Directors of KITO CORPORATION

Mar. 26.2019

 

KITO CORPORATION conducted the fourth evaluation of the effectiveness of the Board of Directors to confirm and continuously improve the effectiveness of the decision-making function and management supervision function of the Board of Directors. An overview of the results is provided below.

 

1.Evaluation Method

KITO CORPORATION conducted a questionnaire survey of a total of 10 directors and auditors regarding the following subjects, asking respondents to give their names. The subjects were evaluated into five grades. Additionally, the survey provided a free comment space to collect opinions.

 

[Questionnaire subjects]

1)Structure of the Board of Directors (the number of the members, diversity, the number and percentage of outside directors, etc.)

 2)Operations of the Board of Directors (the frequency of Board of Directors meetings, information provision, the liveliness of discussions, the atmosphere of board meetings, etc.)

 3)Agenda items of the Board of Directors (the selection agenda items, timing to propose an agenda item, deliberation time, nomination and compensation for officers, and discussions on governance and risks)

4)Structure that supports the Board of Directors (securing opportunities for directors to obtain information, training for directors and auditors, collaboration with the internal audit department, etc.)

5)Questions on the optional committee (nominating and compensation committee) (the number of the members, diversity, the atmosphere of board meetings, etc.)

 

2.Overview of Evaluation Results

Although the score of the effectiveness evaluation of BOD in some subjects fell below last year, a common awareness of problems was found.

 

[Comprehensive evaluation based on a total of 42 questions in five categories]

 

Structure of the Board of Directors

・Members who are considered nationality, gender, or expertise such as IT field are necessary for global business development.

・Promoting diversity of nationality and gender is a future task.

Operations of the Board of Directors

・BOD is constantly open to active discussion.

・Materials such as financial situation submitted to BOD have been improved to be very easy to see but there is room for improvement.

・The explanatory material of the agenda may be submitted just before the meeting of the Board of Directors.

Agenda items of the Board of Directors

・It is better to deepen discussions on medium-term and long-term strategies, product strategies, and regional strategies.

・It is better to increase the frequency of discussions on the overall major risks.

・The Company's representatives and management's succession plan should be discussed a bit more at the Board of Directors.

Structure that supports the Board of Directors

・The liaison and coordination functions from the department in charge of supporting the Board of Directors of the Company are evaluated as functioning properly.

 

3.Issues for the Future

Based on the above evaluation results, we will promote improvement of the extracted tasks for further enhancement of effectiveness of the Board of Directors.

・ We will deepen discussions on medium-term and long-term strategies, product strategies, and regional strategies in the process of the decision of the next medium-term business plan.

・ We will increase the frequency of discussions on major risks as a whole and conduct regular reviews.

・ We will specifically discuss the representative and management's succession plan and put it into practice.

 

EOD

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