Management of the Board of DirectorsStructure of the Board of DirectorsBoard of Director DiscussionsCommunications with stakeholdersFANCL’s strength lies in the fact that its founding philosophy and management philosophy are firmly entrenched within the Company, and the Board of Directors operates in a manner that ensures discussions are held on the basis of these principles. Board of Directors’ meetings are held openly under the stewardship of the chairperson in an environment in which members can speak both freely and candidly. Meetings of the Board of Directors are distinguished by their open atmosphere where outside directors are actively encouraged to speak out. As such, there is a sense of positive tension. From an executive perspective, issues raised by outside directors are accepted in a positive manner and reflected in management.The Board of Directors is well-balanced, and comprised of four non-executive directors working with five executive directors. In addition, outside directors possess different business experience and areas of expertise, ensuring diversity. There is a certain argument to be made that there should be a majority of outside directors in the future, but the current composition is functioning, so we see no real benefit in moving in this direction. In the medium- to long-term, there are issues related to appointing female directors internally and foreign directors as the Company expands overseas.Detailed explanations of “matters to be discussed and reported” and “theme sessions” are provided in advance, enhancing the Board of Directors’ discussions. However, some areas are discussed in extraordinary detail so streamlining them should be considered in the future. Regularly discussing and monitoring other important themes such as overseas business should be considered.The information shared by the IR Department at Board of Directors meetings on a regular basis is accurate and substantial. Negative comments from dialogue with shareholders and investors are proactively reported, which is very good. These comments are reflected in the execution of business operations.46Discussion content: “Implement human resource development and utilization” (implementation: August and November 2021)Effectiveness of the Board of DirectorsEvaluations of the Board of Directors’ EffectivenessEvery year since FY Mar/2016, directors and Audit & Supervisory Board members have been conducting self-evaluations of the Board of Directors’ meeting in order to gain a better understanding of the state of the Board and enable it to operate more effectively.Result of FY Mar/2022 Board evaluationsBoard of Director DiscussionsStarting in FY Mar/2021, themed sessions were set up as a forum for free discussion of Companywide themes, and after sufficient information and explanations were provided to outside directors, active discussions were held, which was evaluated as leading to Executive officers shared the current problems and related factors as the first step in planning future human resources strategies. Explanations were given that included: “the number of female executives in managerial positions has increased to a limited extent;” “job rotation is difficult because operations are segmented by function;” and “the Company has grown in a top-down manner, so the ability to convert individual ideas into company strengths is weak.”In response to these explanations, outside directors commented, “there needs to be an awareness that the characteristics for promotions differ between men and women,” and “functions are not so segmented that job rotations are impossible.” Some conveyed the opinion that in an age when decisions must be made quickly, it is important to gain a variety of experiences and have a multifaceted viewpoint. Based on the results of the discussions, the executive officers decided to formulate a new human resources strategy that “allows each individual to have autonomy and areas of expertise and to the invigoration of the Board of Directors’ meetings.In this report, we showcase the content of our discussions and subsequent measures regarding efforts to “Implement human resource development and utilization,” one of the growth strategies in our medium-term management plan “FORWARD 2023.”demonstrate their diverse personalities and abilities,” and to “train candidates for the next generation of management that includes women,” “make regular job rotation a rule,” and “promote human resources development programs to enhance implementation abilities.”In January 2022, we implemented large-scale organizational and personnel changes centered on executive officers and general managers in an effort to develop the next generation of management. In addition, we started the FANCL Management School in June and plan to implement the “Women’s Leadership Program” in the future.Board of Directors meetingGovernance
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