Corporate Governance Activities of the Board of Directors
Corporate Governance Activities of the Board of Directors
Activities of the Board of Directors (FY2026 Activities)
Activities of the Board of Directors
(FY2026 Activities)
*fiscal (FY) 2026(April 1, 2025-March 31, 2026)
Board of Directors meetings were held total of fourteen (14) during fiscal 2026, and each meeting took three (3) hours and twenty-four (24) minutes. The attendance of each Director and each Audit & Supervisory Board Members (A&SB Members) member is as follows.
Classification | Name | Number of meetings held during the term | Number of attendance | Attendance Rate | Remarks |
|---|---|---|---|---|---|
Director, Chairperson of the Board | Kazuhiro Tsuga | 2 | 2 | 100% | Retired in June 23, 2025 |
Representative Director | Yuki Kusumi | 14 | 14 | 100% | - |
Representative Director | Tetsuro Homma | 14 | 14 | 100% | - |
Representative Director | Mototsugu Sato | 2 | 2 | 100% | Retired in June 23, 2025 |
Representative Director | Hajime Tamaoki | 12 | 12 | 100% | Elected in June 23, 2025 |
Representative Director | Hirokazu Umeda | 2 | 2 | 100% | Retired in June 23, 2025 |
Director | Yoshiyuki Miyabe | 2 | 2 | 100% | Retired in June 23, 2025 |
Director | Ayako Shotoku | 14 | 14 | 100% | - |
Director | Kazuyo Sumida | 12 | 12 | 100% | Elected in June 23, 2025 |
Director | Akira Waniko | 12 | 12 | 100% | Elected in June 23, 2025 |
Director (Outside) | Shinobu Matsui | 14 | 14 | 100% | - |
Director (Outside) | Yutaka Matsuo | 12 | 12 | 100% | Elected in June 23, 2025 |
Director (Outside) | Kuniharu Nakamura | 12 | 11 | 92% | Elected in June 23, 2025 |
Director (Outside) | Keita Nishiyama | 14 | 13 | 93% | - |
Director (Outside) | Kunio Noji | 2 | 2 | 100% | Retired in June 23, 2025 |
Director (Outside) | Michitaka Sawada | 14 | 14 | 100% | - |
Director (Outside) | Junko Seto | 12 | 12 | 100% | Elected in June 23, 2025 |
Director (Outside) | Ryusuke Shigetomi | 14 | 13 | 93% | - |
Director (Outside) | Kazuhiko Toyama | 2 | 2 | 100% | Retired in June 23, 2025 |
Senior A&SB Member | Hidetoshi Baba | 14 | 14 | 100% | - |
Senior A&SB Member | Yoshiaki Tokuda | 14 | 14 | 100% | - |
A&SB Member (Outside) | Akihiro Eto | 14 | 13 | 93% | - |
A&SB Member (Outside) | Akihiko Nakamura | 14 | 14 | 100% | - |
A&SB Member (Outside) | Setsuko Yufu | 14 | 14 | 100% | - |
The principal agenda of the fiscal 2026 Board of Directors was as follows. During this fiscal year, the focus was particularly on monitoring the progress of the Group mid- to long-term strategy and Group management reforms. These were discussed continually each month, and opportunities for discussion outside Board of Directors’ meetings were also created in order to improve the effectiveness of supervisory functions at the Board of Directors’ meetings. In order to make clear the balance for discussion, the issues were categorized prior to discussion as matters to be resolved, matters to be reported, and matters to be discussed.
Principal agenda
- Group mid- to long-term strategy (Group Growth Strategy)
- Progress monitoring of Group management reforms
- Strategy reports for business in key investment areas
- Conclusion of an agreement between YKK Corporation and Panasonic Holdings Corporation on the transfer of Panasonic Housing Solutions Co., Ltd. stock
- Technical trends including AI × robotics
- Measures for enterprise risk management
- Measures for Group compliance
- Reporting of investigation into Group quality compliance
- Significance of ownership of cross-shareholdings
- Audit policy and audit reports, etc.
Activities of the Voluntary Nomination and Compensation Advisory Committee
1) Nomination Advisory Committee
The Committee was composed of four (4) members, Outside Director Shinobu Matsui (chairperson), Outside Director Keita Nishiyama, Outside Director Michitaka Sawada, and Representative Director, President Yuki Kusumi.
This Committee met eight times in fiscal 2026, discussing or confirming the following primary matters.
- Succession plans for the Group CEO
- Successor candidates for the Group CEO, Executive Officers, and Presidents of Operating Companies
- Results from internal consideration of Director and other candidates
- Standard guidelines for reappointment of a Director, Executive Officer, or President of an operating company
The contents of discussions regarding the candidates for Directors, Executive Officers, and Presidents of Operating Companies are reported to the Board of Directors.
2) Compensation Advisory Committee
The Committee was composed of four (4) members, Outside Director Shinobu Matsui (chairperson), Outside Director Michitaka Sawada, Outside Director Ryusuke Shigetomi, and Representative Director, President Yuki Kusumi.
This Committee met eight times in fiscal 2026, discussing or confirming the following primary matters.
- Review of the stock compensation system
- Policy for deciding the compensation for individual Directors, Executive Officers, and Presidents of Operating Companies
- Compensation system, details, and levels, etc. for Directors, Executive Officers, and Presidents of Operating Companies taking into consideration details of payments to individuals based on performance evaluations, etc., competitor companies, conditions in related industries, etc.
The contents of discussions regarding the remuneration system for Directors, Executive Officers, and Presidents of Operating Companies are reported to the Board of Directors.
The members of each committee, number of attendance, and percentage attendance are as follows.
| Position | Name | Nomination Advisory Committee | Copensation Advisory Committee |
|---|---|---|---|
Outside Director | Shinobu Matsui | 8/8 (100%) | 8/8 (100%) |
Keita Nishiyama | 7/7 (100%) | - | |
Michitaka Sawada | 8/8 (100%) | 8/8 (100%) | |
Ryusuke Shigetomi | - | 7/7 (100%) | |
Representative Director, President &Executive Officer | Yuki Kusumi | 8/8 (100%) | 8/8 (100%) |
(Notes)
- Outside Director Keita Nishiyama took office as a member of the Nomination Advisory Committee on June 23, 2025.
- Outside Director Ryusuke Shigetomi took office as a member of the Compensation Advisory Committee on June 23, 2025.
- For Outside Directors Shinobu Matsui and Michitaka Sawada, and Representative Director, President Yuki Kusumi, the number of attendance and percentage attendance include meetings of the Nomination and Compensation Advisory Committee held from April 1 to June 22, 2025.
Conduct and utilization of evaluation of the Board of Directors effectiveness
The Company conducts an annual survey to evaluate the effectiveness of the Board of Directors to all the Board members who attend the Board of Directors meetings. The results are reported at the Board of Directors meetings as one of the agenda items, and issues and improvement measures raised by the members of the Board of Directors are discussed. Based on the results of these discussions, the Company continuously builds up a PDCA cycle by considering and implementing measures to improve the structure and operation of the Board of Directors, leading to improvement of the effectiveness of the Board of Directors and strengthening of governance.
i) Important fiscal 2026 measures based on the effectiveness evaluation in fiscal 2025
The fiscal 2025 effectiveness evaluation assessed that fiscal 2025 was the year in which the Board of Directors Members united in enhancing the Company’s corporate value, and the Outside Directors and Audit & Supervisory Board Members and executive team collaborated effectively in decision-making for Group management reform, demonstrating high effectiveness. On the other hand, to further clarify the vision and growth strategy that the Panasonic Group aims for, it was identified as an issue that focused discussions on growth strategy should be conducted in fiscal 2026, and mechanisms for effective discussions (including agenda design, clarification of discussion points, and further enhancement of information provision to the Board of Directors) need to be considered.
Based on the above results, a Board of Directors meeting held on July 30, 2025 discussed improvements to the issues concerning the current Board of Directors, the annual agenda, and the operational policy of the Board of Directors for fiscal 2026. Recommendations were made at the Board of Directors meeting regarding the following points, and the Board focused efforts on addressing them.
- Following an Outside Director taking office as chairperson of the Board of Directors, confirming and deciding the agenda and other matters between the chairperson of the Board of Directors and the Group CEO every month
- Monthly progress monitoring of Group management reforms and discussion towards formulation of the next mid-term Group strategy
- Strengthening supervision of compliance incidents
- Enacting the following as mechanisms for conducting effective discussions
・Sharing the intended resolution materials, in principle one week before the Board of Directors meeting date
・Always including in Board of Directors meetings explanations of how discussions were held at the PHD Strategy Meeting provided by the person who drafted the proposal
ii) Fiscal 2026 evaluation of the Board of Directors effectiveness
For the effectiveness evaluation in the current year, it was decided to carry out the evaluation from April to May to correspond with the Director term of office cycle, and to conduct interviews and also a free-response survey for the purpose of conducting the interviews effectively.
An overview of the survey is as shown below.
- Survey period: Early April 2026 to mid April 2026
- Period subject to evaluation: June 2025 to May 2026
- Survey subjects: Directors, Audit & Supervisory Board Members, Executive Officers in attendance
- Survey format: Total three questions (free-response format)
- Items of the survey:
(1) Good points and points requiring improvement when looking back at "progress monitoring of Group management reforms" and "discussion of Group strategies"
(2) Good points and points requiring improvement when looking back at agenda matters other than the above
(3) Concerning the fiscal 2027 priority agenda
After collecting the survey results, interviews will be conducted of Board of Directors members based on the response contents. Based on the interview results, issues and improvement measures for the Board of Directors will be discussed, and the Board of Directors operating policy for fiscal 2027 will be decided.
In addition to the above, regarding operation of the Board of Directors, utilize meetings of a committee of Outside Directors and Audit & Supervisory Board Members to conduct reviews and enact further improvements when needed, and work to continually strengthen the Board of Directors effectiveness.