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Evaluating the Effectiveness of the Board of Directors

Our corporate philosophy is "to pursue happiness of all employees and success of all customers through software technology, and to contribute to the improvement of happiness around the world by taking advantage of the technology of Fixstars".
In order for us to maintain and further improve our long-term competitiveness based on this corporate philosophy, we aim to have a Board of Directors that can both oversee appropriate execution and make decisions flexibly.

In accordance with the "Corporate Governance Code" and with the aim of further strengthening the functions of the Board of Directors, we have conducted an evaluation and analysis of the effectiveness of the Board of Directors and hereby announce the summary of the results.

1. Outline of the effectiveness evaluation method

Evaluator 6 directors (including 3 outside directors)
Three corporate auditors (including three outside corporate auditors), for a total of nine
Evaluation Method
  • 1. Third-party
  • 2. Conducting surveys
  • 3. Tabulation and analysis of responses
Main questions
  • 1. Composition and Operation of the Board of Directors
  • 2. Management and business strategies
  • 3. Corporate ethics and risk/crisis management
  • 4. Performance monitoring and management evaluation
  • 5. Dialogue with Shareholders, etc.

2.Summary of Evaluation Results

As a result of the above evaluation, we confirmed that the Company's Board of Directors is generally functioning appropriately and that the effectiveness of the Board of Directors is ensured, mainly in terms of the framework supporting the Board of Directors, organizational management and risk management systems.

3.Issues identified by the evaluation

On the other hand, the following four points were recognized as issues to be addressed in order to further enhance the effectiveness of the Board of Directors.

  1. Ensuring the necessary skill sets for strategy discussions and developing a framework for ongoing training provision
  2. Revitalization of discussions through sharing of the review process on the executive side, and enhancement of discussions on the business portfolio
  3. Further involvement of outside directors in discussions related to nomination and compensation of management and CEO succession planning
  4. Enhance the disclosure of the company's sustainability, including the pillars of the strategy for the next fiscal year

4.Future actions based on the evaluation results

Based on the results of this evaluation of the effectiveness of the Board of Directors, the Board of Directors will continue to implement necessary measures and make improvements to further enhance its effectiveness.
The Company plans to conduct and announce the evaluation of the effectiveness of the Board of Directors on a regular basis in the future.

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Fixstars Corporation

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