Corporate Governance Activities of the Board of Directors
Corporate Governance Activities of the Board of Directors
Activities of the Board of Directors(FY2024 Activities)
Activities of the Board of Directors
(FY2024 Activities)
Board of Directors meetings were held total of the twelve (12) during fiscal 2024, and each meeting took three (3) hours and thirty-eight (38) minutes.
The attendance of each Director and each Audit & Supervisory Board Members (A&SB Members) is as follows.
Classification | Name | Number of meetings held during the term | Number of attendance | Attendance Rate | Remarks |
|---|---|---|---|---|---|
Director, | Kazuhiro Tsuga | 12 | 12 | 100％ | - |
Representative | Yuki Kusumi | 12 | 12 | 100％ | - |
Representative | Tetsuro Homma | 12 | 12 | 100％ | - |
Representative | Mototsugu Sato | 12 | 11 | 92％ | - |
Representative | Hirokazu Umeda | 12 | 12 | 100％ | - |
Director | Yoshiyuki Miyabe | 12 | 12 | 100％ | - |
Director | Ayako Shotoku | 12 | 12 | 100％ | - |
Director | Shinobu Matsui | 12 | 12 | 100％ | - |
Director | Kunio Noji | 12 | 12 | 100％ | - |
Director | Keita Nishiyama | 10 | 10 | 100％ | Elected in June 26, |
Director | Michitaka Sawada | 12 | 12 | 100％ | - |
Director | Kazuhiko Toyama | 12 | 12 | 100％ | - |
Director | Yoshinobu Tsutsui | 12 | 11 | 92％ | Retired in June 24, |
Senior A&SB | Toshihide Tominaga | 2 | 2 | 100％ | Retired in June 26, |
Senior A&SB | Eiji Fujii | 12 | 12 | 100％ | Retired in June 24, |
Senior A&SB | Hidetoshi Baba | 10 | 10 | 100％ | Elected in June 26, |
A&SB Member | Akihiro Eto | 12 | 12 | 100％ | - |
A&SB Member | Akihiko Nakamura | 12 | 12 | 100％ | - |
A&SB Member | Setsuko Yufu | 12 | 12 | 100％ | - |
At the Board of Directors meeting in fiscal 2024, the following items were mainly discussed. At Board of Directors’ meetings in fiscal 2024, focused discussion was held concerning the following matters. Much time was allocated to discussing business strategies and functional strategies, and the Board exercised its supervisory functions.
Matters Resolved
- Group mid-to long-term strategy
- Investment in a new automotive battery plant in the U.S. state of Kansas
- Partnership between Panasonic Automotive Systems Co., Ltd. and Apollo Global Management, Inc., etc.
Matters Reported
- Studies of target conditions for the group and areas of contribution, as well as business portfolio management for achieving them
- Status for study of Group CEO succession plan
- Group financial strategy
- Human resources strategy
- Measures for risk management
- Measures for Group compliance
- PX (Panasonic Transformation)
- Technology strategy, intellectual property strategy
- Cyber security measures
- Initiatives for and issues with disclosure of non-financial information (sustainability)
- Significance of ownership of cross-shareholdings, etc.
In addition to the above, reports of duty execution were received from Directors concurrently serving as Executive Officers, and reports of operating company strategies were received from the Presidents of Operating Companies.
(Note) PX (Panasonic Transformation): This is an initiative spanning the Panasonic Group, centering on DX (Digital Transformation). It is carried out as an important strategy for strengthening the business foundation, and is not limited to IT system improvements.
Activities of the Voluntary Nomination and Compensation Advisory Committee
The Committee members can suggest when the Group CEO should be replaced.
The Committee is composed of five (5) members, Outside Director Michitaka Sawada (chairperson), Outside Director Shinobu Matsui, Outside Director Kazuhiko Toyama, Chairperson of the Board Kazuhiro Tsuga, and Representative Director, President Yuki Kusumi.
This Committee met five (5) times in fiscal 2024, and the attendance of each Committee is as follows.
Classification | Name | Number of meetings held during the term | Number of attendance | Attendance Rate | Remarks | |
|---|---|---|---|---|---|---|
Chairperson | Director | Michitaka Sawada | 5 | 5 | 100％ | - |
Member | Director | Kazuhiko Toyama | 5 | 4 | 80％ | - |
Kazuhiko Toyama | Director | Yoshinobu Tsutsui | 5 | 5 | 100％ | Retired in June 24, |
Member | Chairperson of | Kazuhiro Tsuga | 5 | 5 | 100％ | - |
Member | Representative | Yuki Kusumi | 5 | 5 | 100％ | - |
At the Committee meeting in fiscal 2024, the following items were mainly discussed.
- 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 dismissal or declining to reappoint a Director, Executive Officer, or President of an operating company
- Remuneration system, for Directors, Executive Officers, Presidents of operating companies, and Outside Directors of operating companies, etc.
The contents of discussions by this Committee regarding the Group CEO succession plan, and the standards for dismissal or declining to reappoint a Director, Executive Officer, or President of an operating company, are reported to the Board of Directors.
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. Following the conclusion of a Board of Directors’ meeting, a review of the Board of Directors’ meeting is carried out as needed centering on the Outside Directors and Outside Audit & Supervisory Board Members, and efforts are made to improve the operation of Board of Directors’ meetings.
i) Important fiscal 2024 measures based on the effectiveness evaluation in the previous fiscal year
The following are the primary measures that were carried out in fiscal 2024.
- Ensuring sufficient time and expand discussion of Group mid- to long-term strategies and business portfolios
- For agenda item of operating company mid- to long-term strategies and important matters, clearly identifying the division of roles between the Company’s Board of Directors as the holding company and the Company’s execution side and operating company Board of Directors, and narrowing down the list of resolutions which should be supervised and monitored by the Company’s Board of Directors
- Enhancing sharing of the activity contents and policies between the Board of Directors and the Nomination and Compensation Advisory Committee to strengthen supervision of nomination and remuneration jointly by the Board of Directors and the Committee and ensure its transparency
ii) Fiscal 2024 evaluation of the Board of Directors effectiveness
In fiscal 2024, an evaluation of the Board of Directors effectiveness was carried out on the following schedule by means of a questionnaire survey and discussion at the Board of Directors’ meetings. Advice is received from an outside agency approximately once every three years. However, during fiscal 2024, the series of processes comprising the establishment of survey questions, tabulation of results, setting of discussions at Board of Directors’ meetings, and setting the operating policy for fiscal 2025 Board of Directors operations were all conducted independently by the Company. At a Board of Directors’ meeting, based on the delivered evaluation results, the members of the Board of Directors including Audit & Supervisory Board Members reconfirmed the functions of the Board of Directors and their own roles within the Board of Directors, shared an understanding of the issues, and conducted free and open discussion of measures for improvement.
- Survey period: Late December 2023 - Mid January 2024
- Survey subjects: Directors, Audit & Supervisory Board Members, Executive Officers in attendance (Only the free answer sections from Executive Officers in attendance are included in the tabulated results.)
- Survey format: Total 32 questions (Of these, 23 were evaluations in four ranks, one was a multiple-choice question (free answer spaces were provided for each question), and eight were free answer types.)
- Primary survey items:
(1)Operation of the Board of Directors
(Setting of issues for discussion, structure of discussions, execution of expected functions by individual members, etc.)
(2)Group strategies and operating company strategies
(Management with awareness of capital cost, business portfolio, etc.)
(3)Corporate ethics and risk management
(Culture of compliance with corporate ethics, construction of internal controls and risk management system)
(4)Evaluation of the management team (nomination, remuneration)
(Reporting of contents discussed by the Nomination and Compensation Advisory Committee, appointment of Directors based on the required skills, etc.)
(5)Dialogue and other communication with shareholders etc.
(Sharing information related to dialogue with shareholders etc., use of dialogue with shareholders etc. to improve corporate value)
(6)Target conditions which the Board of Directors aims for over the medium- to long-term - Reporting and discussion of survey results at the Board of Directors: Conducted two times
(1)Board of Directors’ meeting in January 2024
Sharing of issues identified from the survey results, exchange of opinions concerning the related issues, and discussion of measures for improving operations
(2)Board of Directors’ meeting in April 2024
Discussion of the Board of Directors operation policy for fiscal 2025
iii) Board of Directors effectiveness evaluation results and issue improvement measures
The fiscal 2024 effectiveness evaluation confirmed that, continuing from fiscal 2023, the effectiveness of the Company’s Board of Directors has been generally ensured. Discussions have been held at the Board of Directors’ meeting to address the identified issues, and following proposals have been made for the fiscal 2025 in order to enhance the corporate value of Panasonic Group:
- Continue to enhance discussions towards the formulation of a new mid-to long-term Group strategy.
- Report and Discuss on the group strategy and portfolio management, in consideration of the capital profitability of each business and resource reallocation at the group level.
- Place emphasis on monitoring business within the Group’s priority investment areas.
- Report on important cross-functional agendas (such as AI, data utilization strategy, and sustainability) with the aim of possessing organizational capabilities that the group should strive for in the mid-to long term.
- Continue discussions on group financial strategy, human resources strategy, and technology strategy, among others. In fiscal 2025, based on the above improvement measures which were discussed and concluded by the Board of Directors, we will continue working to improve the Board of Directors effectiveness.
In fiscal 2024, based on the above improvement measures which were discussed and concluded by the Board of Directors, we will continue working to improve the Board of Directors effectiveness.
