Based on its Corporate Governance Policy, Tokyo Seimitsu (the Company) evaluated the effectiveness of the Company’s Board of Directors from March 2025 to February 2026. 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 * Summary
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 Boards and areas for improvement, reflections on each director's own contribution to the Boards, and other free opinions and suggestions.
The Company’s Boards believes that it is composed of members with a well-balanced range of knowledge and experience, and that a culture has taken root in which outside directors actively and freely express opinions and ask questions from an independent standpoint, leading to lively discussions. Accordingly, the Board has assessed that its effectiveness is generally ensured.
About last year’s issues, to further enhance discussions on medium- to long-term issues, the Company established a Medium- to Long-Term Strategy Review Team and implemented improvements such as presenting its findings for discussion at the Long-Term Strategy Review Meeting. Regarding succession planning, we worked to increase opportunities for interaction between potential successors and outside directors, and we also advanced discussions on development plans within the Nomination and Compensation Council.
On the other hand, the following issues were reaffirmed through this survey.
- Deepening discussions on medium- to long-term management strategies
- Deepening discussions on succession planning
- Further strengthening the global governance framework
To facilitate more in-depth discussions on our medium- to long-term management strategy, the Company’s Boards will work to identify key strategic themes for discussion, establish the necessary frameworks for deliberation, and develop mechanisms for sharing information among directors.
About succession planning, the Boards will continue and enhance its efforts to build relationships with and develop candidates, while further deepening discussions within the Company’s Nomination and Compensation Council and other relevant bodies.
About to global governance, the Boards will work to strengthen risk management by establishing robust oversight and monitoring systems.
Through these initiatives, the Company will continue to work towards ensuring the effectiveness of the Boards.