Based on its Corporate Governance Policy, Tokyo Seimitsu (the Company) evaluated the effectiveness of the Company’s Board of Directors from March 2024 to February 2025. A summary of the results of this evaluation is provided below.
The Company conducted a questionnaire survey of all the Corporate Directors (including those directors who are serving as Audit and Supervisory Committee members) regarding the following points. After discussions among Internal Directors and among External Directors, a summary of the results and an analysis were shared at the Board of Directors meeting, to evaluate the effectiveness of the Board of Directors to discuss the possibility of further improvement.
To ensure the effectiveness and transparency of the survey, an external organization was incorporated in compiling and analyzing the survey results.
<Questionnaire items>
7 items, 25 questions in total
* Roles and functions of the Board of Directors (hereinafter, “Boards”), * Constitution and scale of the Boards, * Management of the Boards, * Development of internal controls, etc. * Use of External Directors, * Relationship with shareholders and investors, and * Progress in the governance system relative to the previous year.
In addition to an item-by-item evaluation, the questionnaire takes the form of a questionnaire asking each director for comments on the strengths of the Company's Boards and areas for improvement, reflections on each director's own contribution to the Boards, and other free opinions and suggestions.
The results concluded that the effectiveness of the Company’s Boards was largely ensured, with members with diverse experience and expertise engaging in free and vigorous discussions, providing advice from External directors actively on management from their areas of expertise, and providing appropriate opportunities for external directors to gain a better understanding of the Company.
About the last year's issues, efforts have been made to improve further discussions on medium- and long-term issues through the participation of External directors in the Group Business Committee and the Long-Term Strategy Review Committee. About Succession planning, it is discussed at the Nomination and Compensation Council, in addition to training for groups of candidates, but the Company recognize the need to further deepen discussions. About training for Directors, efforts have been made to understand the actual situation, including more specific activities, such as visits by External directors to the Company’s manufacturing plants and sales offices in and outside of Japan.
On the other hand, the following issues were reaffirmed through this survey.
- Further enhance discussions on medium- and long-term issues.
- Deepening of discussions on succession planning
The Company’s Boards will further promote the establishment of a medium- to long-term strategy review team and a system for sharing the contents of the review with the Boards, etc., with a view to further enhancing discussions on medium- to long-term issues. About succession planning, the Nomination and Compensation Council will further deepen its discussions with a view to creating a system that enables External directors to recognize candidates.
Through these initiatives, we will continue to work towards ensuring the effectiveness of the Boards.