GovernanceFurther enhancement ofBoard of Directors
discussions

Communication withshareholders
and investors

IDEC Report 2023

 olding of individual meetings with outsideH
directors to share initiative updates and exchange
opinions on ESG
 emiannual reports on CSR Committee initiatives
Sat the Board of Directors

Evaluation method

Anonymous questionnaire

Survey period

Response period: February to March 2023

Questionnaire
compilation

Compiled by an external organization

Response status

All targets answered

Challenges identified in FY2023
effectiveness evaluation

Actions to be taken iscussion of business outlook with respect toD
capital efficiency

Haveprogress updates on the medium-term
management plan include analysis of capital efficiency
and discussion of measures iscussion of thinking on how to ensureDdiversity of core talent and policies for humanresource development and internal environment
development

Continue
holding individual meetings that tap into thespecialized expertise of each outside director to share
updates on initiatives, and include opportunities fordiscussion of management strategy

 olding of outside directors’ exchange sessions
Hand other opportunities for opinion exchangeamong the directors

 iscussion by the Board of Directors
D
concerning basic policy on sustainability (ESG,SDGs, etc.), measures for improvement, anddisclosures, and reflection of those discussions
in management strategy

Increase
opportunities for ESG challenges to be reported
to the Board of Directors, and create opportunities forexchange of opinions and information at outside directors’
exchange sessions, etc., so as to increase the entire Boardof Directors’ awareness and invigorate discussion

 roup-wide discussion and reporting onG
business updates, plans, outlooks, etc
Developmentof internal control systems, andstrengthening of monitoring of their operation

 ctively share information on the situation and challenges
Aof Group companies, and respond through internal audits,
the Audit & Supervisory Committee, and coordination by
the Board of Directors

 imely sharing of questions raised at financial
T
results briefing and investor/shareholder
relations activities nhancement of discussions based on dialogue
Ewith shareholders and investors

 arry out shareholder relations activities using the Integrated
C
Report, and report to the Board of Directors regarding
investors’ comments on institutional investor briefings andother investor relations activities

 unning of Nominating Committee andR
implementation of next-generation executive
training planEstablishment of Remuneration Committee

 nsuring of effectiveness with respect toE
adequate sharing of content of committee
discussions with the Board of Directors

 eport committee activity updates and content ofRcommittee discussions to the entire Board of Directors

Data

Formulation ofsuccession plans andremuneration system xchange of opinions on formulation of theEmedium-term management plan with respect tocapital efficiency

All directors except the CEO

GovernanceImprovethe monitoring function ofthe Board of Directors

Actions taken in FY2023

Target members

Foundation For Value
Creation

Improvement ofoutside directors’
performance

The FY2023 evaluation found that the board’s effectivenesshad improved over the previous year with respect to discussionof the business portfolio, director involvement in remuneration
system design and the successor training plan, and dialogue withshareholders, among other areas. On the whole, the board was
judged to function effectively, but several issues were identified.
The following actions are being taken to address the key issues.

Business StrategyIssues identified in FY2023

Outline of the effectiveness evaluation in FY2023

Value Creation Story

In order to improve the effectiveness of the Board of Directors, anevaluation of all directors except the CEO has been conductedusing a questionnaire method every year since FY2016.
Since FY2022, a third-party organization has conducted thequestionnaire survey and analyzed the responses. The resultsof their evaluation are reported to the Board of Directors, whose
members share the issues identified and continuously strive tomake improvements.

Introduction

Efforts to evaluate effectiveness arry out successor training and firmly implant operation ofC
remuneration systems

Efforts to Evaluate Effectiveness55