INVESTORSFY2023 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 2023 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 2024. Results of analysis and assessment are as summarized below:
1. Results of Efforts in FY2023 Based on Tasks Set in FY2022
Tasks | Results |
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Even in the midst of a severely changing business environment, the Board of Directors will further discuss progress, issues, and future strategies to achieve the goals of the Medium-Term Business Plan 2025. |
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2. FY2023 Evaluation Results and FY2024 Tasks
- (1)FY2023 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
- Information is provided to outside directors in a timely manner, and constructive discussions are taking place based on such information.
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Because we are in an era of rapid and disruptive changes, it is desirable to deepen awareness and understanding through discussion on risk as well as the Nippon Paper Group's long-term direction and strategies, thereby leading to business transformation.
Training for Directors and Audit & Supervisory Board Members - It would be better to obtain information on new matters for consideration, etc., with expert perspectives added.
- Site inspections by outside directors and exchanges of opinions with site executives should continue.
- (2)Tasks for FY2024
Evaluate the current status to gauge progress, and discuss the long-term direction for each of the themes of the Group's initiatives in order to achieve the 2030VISION by enhancing the Group's business model called "Three Circulations.
3. Initiatives and results of previous years
Year of Initiatives | Tasks | Results of Initiatives |
---|---|---|
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. |