INVESTORSFY2024 Assessment of Board Effectiveness
[Summary of Results of Analysis and Evaluation of the Effectiveness of the Board of Directors as a Whole]
Nippon Paper Industries Co., Ltd. ("The Company") conducts self-assessment and analysis of the effectiveness of its Board of Directors ("BOD") with the aim of improving its functions.
The self-assessment and analysis were conducted with the advice of an external agency as follows: A questionnaire was conducted in December 2024 for all Directors and Audit & Supervisory Board Members constituting the BOD. Their responses were submitted directly to the external agency to ensure the anonymity of the respondents.
The external agency compiled a report summarizing the survey results, based on which the Board of Directors analyzed, discussed, and assessed its effectiveness at its regular meeting in April 2025. Results of analysis and assessment are as summarized below:
1. Results of Efforts in FY2024 Based on Tasks Set in FY2023
Tasks | Results |
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Evaluate the current status to gauge progress, and discuss the long-term direction for each of the themes of the initiatives of NIPPON PAPER GROUP (the "Group") in order to achieve the 2030VISION by enhancing the Group's business model called "Three Circulations." |
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2. FY2024 Evaluation Results and FY2025 Tasks
- (1)FY2024 Evaluation Results
The questionnaire was conducted on the composition, operation, discussion, support system, training of the Board of Directors and management of the Personnel & Remuneration Advisory Committee, and the survey results were analyzed and comparisons drawn from surveys conducted on other companies provided by an external agency. The analysis results were generally positive, confirming the perception that the effectiveness of the Board of Directors as a whole has been maintained.
The following comments were shared as main opinions leading to the recognition of issues:
Items Key Opinions Discussions at the BOD meetings
- By outside directors attending meetings of the monthly Management Execution Committee and the Group Management Strategy Committee, and Chief Officers submitting reports on a quarterly basis, information is provided in a timely manner, leading to constructive discussions at the BOD meetings.
- Other than BOD meetings, there are numerous opportunities for the President and outside directors to exchange opinions and discuss issues with the executive team. Therefore, BOD meetings are able to conduct focused questioning and discussions.
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The Company feels that discussions are being held that meet the needs of stakeholders.
Support system - The Group Management Strategy Committee is fulfilling its complementary role of providing information, leading to lively discussions at BOD meetings.
- The Company feels that it is able to provide very detailed information, including issues and responses, through the participation of outside directors in reports and discussions at meetings of the Group Management Strategy Committee and monthly Management Execution Committee, aside from the BOD meetings.
- The Company feels it is a wonderful initiative that outside directors can attend executive meetings and ask questions and express their opinions. Certain discussions can be held with the executive team prior to the BOD' resolution. Each General Manager not only reports on progress toward achieving the medium-term business plan at the monthly Management Execution Committee meeting, but also constantly focuses on achieving the medium-term business plan while performing their duties.
- (2)Tasks for FY2025
Fiscal year 2025 will be the final year of the Medium-Term Business Plan 2025, and the year in which the next medium-term business plan will be formulated. The BOD will utilize the Group Management Strategy Committee attended by all Directors and Audit & Supervisory Board Members as a forum for discussion, overseeing of efforts to achieve the Medium-Term Business Plan 2025, and to hold thorough discussions on the formulation of the next medium-term business plan.
3. Initiatives and results of previous years
Year of Initiatives | Tasks | Results of Initiatives |
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2016 | Advance distribution of Board meeting materials | Materials were distributed, to the extent possible, one week prior to the meeting date to facilitate discussion. |
2016 | Review of content of agenda items for Board meetings | Operations based on the Rules of the Board of Directors (amended in April 2016) in compliance with the Corporate Governance Code have been initiated. |
2017 | Enhancement of items reported to the Board of Directors | Ensure regular opportunities for the Board of Directors to discuss the progress of the medium-term business plan. |
2017 | Ensure training opportunities for board members | Training for board members is conducted annually. |
2018 | Improve Board of Directors reporting | Regarding the performance report, the presentation of materials and the method of reporting were devised. |
2019 | Strengthen support for outside directors | Enhanced prior explanations, reflected content of discussions in Board meeting minutes, and strengthened the provision of information. |
2020 | Expansion of items reported to the Board of Directors | Expanded discussion from a medium to long-term perspective at Board meetings. |
2021 | Enhancement of reporting items, ensuring more time for deliberation, and improving the clarity of materials | Quarterly business issue reports were initiated. |
2022 | Follow-up on important matters, expand discussions, and increase opportunities for the exchange of opinions between outside directors and representative directors | Reported on the progress of important projects to the Board of Directors, etc., and strengthened follow-up. Ensured that outside directors and the President have the opportunity to exchange opinions at Personnel & Remuneration Advisory Committee meetings. |
2023 | Further discussions will be held on progress, issues, and future strategies for achieving the Medium-Term Business Plan 2025 | The Company has ensured that the monthly business reports include the progress rate toward the goals of the medium-term business plan. Every quarter, the General Manager of Planning Division reported on the progress of the medium-term business plan, and important issues and future strategies were discussed in depth. |