Corporate Governance Activities of the Board of Directors
Corporate Governance Activities of the Board of Directors
Activities of the Board of Directors (FY2025 Activities)
Activities of the Board of Directors
(FY2025 Activities)
Board of Directors meetings were held total of the thirteen (13) during fiscal 2025, and each meeting took two (2) hours and forty-nine (49) 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, Chairperson of the Board | Kazuhiro Tsuga | 13 | 13 | 100% | - |
Representative Director | Yuki Kusumi | 13 | 13 | 100% | - |
Representative Director | Tetsuro Homma | 13 | 13 | 100% | - |
Representative Director | Representative Director | 13 | 13 | 100% | - |
Representative Director | Hirokazu Umeda | 13 | 13 | 100% | - |
Director | Yoshiyuki Miyabe | 13 | 13 | 100% | - |
Director | Ayako Shotoku | 13 | 13 | 100% | - |
Director (Outside) | Shinobu Matsui | 13 | 13 | 100% | - |
Director (Outside) | Kunio Noji | 13 | 13 | 100% | - |
Director (Outside) | Keita Nishiyama | 13 | 13 | 100% | - |
Director (Outside) | Michitaka Sawada | 13 | 13 | 100% | - |
Director (Outside) | Ryusuke Shigetomi | 10 | 10 | 100% | Elected in June 24, 2024 |
Director (Outside) | Kazuhiko Toyama | 13 | 13 | 100% | - |
Director (Outside) | Yoshinobu Tsutsui | 3 | 3 | 100% | Retired in June 24, 2024 |
Senior A&SB Member | Eiji Fujii | 3 | 3 | 100% | Retired in June 24, 2024 |
Senior A&SB Member | Hidetoshi Baba | 13 | 13 | 100% | - |
Senior A&SB Member | Yoshiaki Tokuda | 10 | 10 | 100% | Elected in June 24, 2024 |
A&SB Member (Outside) | Akihiro Eto | 13 | 13 | 100% | - |
A&SB Member (Outside) | Akihiko Nakamura | 13 | 13 | 100% | - |
A&SB Member (Outside) | Setsuko Yufu | 13 | 13 | 100% | - |
Classification | Name | Number of meetings held during the term | Number of attendance | Attendance Rate | Remarks |
|---|---|---|---|---|---|
Director, Chairperson of the Board | Kazuhiro Tsuga | 13 | 13 | 100% | - |
Representative Director | Yuki Kusumi | 13 | 13 | 100% | - |
Representative Director | Tetsuro Homma | 13 | 13 | 100% | - |
Representative Director | Representative Director | 13 | 13 | 100% | - |
Representative Director | Hirokazu Umeda | 13 | 13 | 100% | - |
Director | Yoshiyuki Miyabe | 13 | 13 | 100% | - |
Director | Ayako Shotoku | 13 | 13 | 100% | - |
Director (Outside) | Shinobu Matsui | 13 | 13 | 100% | - |
Director (Outside) | Kunio Noji | 13 | 13 | 100% | - |
Director (Outside) | Keita Nishiyama | 13 | 13 | 100% | - |
Director (Outside) | Michitaka Sawada | 13 | 13 | 100% | - |
Director (Outside) | Ryusuke Shigetomi | 10 | 10 | 100% | Elected in June 24, 2024 |
Director (Outside) | Kazuhiko Toyama | 13 | 13 | 100% | - |
Director (Outside) | Yoshinobu Tsutsui | 3 | 3 | 100% | Retired in June 24, 2024 |
Senior A&SB Member | Eiji Fujii | 3 | 3 | 100% | Retired in June 24, 2024 |
Senior A&SB Member | Hidetoshi Baba | 13 | 13 | 100% | - |
Senior A&SB Member | Yoshiaki Tokuda | 10 | 10 | 100% | Elected in June 24, 2024 |
A&SB Member (Outside) | Akihiro Eto | 13 | 13 | 100% | - |
A&SB Member (Outside) | Akihiko Nakamura | 13 | 13 | 100% | - |
A&SB Member (Outside) | Setsuko Yufu | 13 | 13 | 100% | - |
At the Board of Directors meeting in fiscal 2025, the following items were mainly discussed.
The principal agenda of the fiscal 2025 Board of Directors was as follows. During this fiscal year, time was allocated focusing on discussion of Group management reforms and the business portfolio.
Opportunities for discussion were created outside Board of Directors meetings as well, and the Board exercised its supervisory functions.
Principal agenda
- Group management reforms
- Progress of business portfolio management
- Strategy reports for business in key investment areas
- Investment in an automotive battery plant in the U.S. state of Kansas
- Strategic capital alliances and new company establishment for the projector business and other businesses of Panasonic Connect Co., Ltd.
- Measures to strengthen corporate governance, including appointing an independent Outside Director as chairperson of the Board of Directors
- Dialogue and engagement with shareholders
- Introduction of malus and clawback provisions for Executive Officer remuneration
- Measures for risk management
- Measures for Group compliance
- Reporting of investigation into Group quality compliance
- Sustainability strategy
- Cyber security initiatives
- Significance of ownership of cross-shareholdings
- Audit policy and audit reports 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.
Activities of the Voluntary Nomination and Compensation Advisory Committee
Activities of the Voluntary Nomination and Compensation Advisory Committee
The Committee members can suggest when the Group CEO should be replaced.
The Committee was 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 nine (9) times in fiscal 2025, 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 (Outside) | Michitaka Sawada | 9 | 9 | 100% | - |
Member | Director (Outside) | Shinobu Matsui | 8 | 8 | 100% | Elected in June 24, 2024 |
Member | Director (Outside) | Kazuhiko Toyama | 9 | 7 | 78% | - |
Member | Director (Outside) | Yoshinobu Tsutsui | 1 | 1 | 100% | Retired in June 24, 2024 |
Member | Chairperson of the board | Kazuhiro Tsuga | 9 | 9 | 100% | - |
Member | Representative Director, President | Yuki Kusumi | 9 | 9 | 100% | - |
Classification | Name | Number of meetings held during the term | Number of attendance | Attendance Rate | Remarks | |
|---|---|---|---|---|---|---|
Chairperson | Director (Outside) | Michitaka Sawada | 9 | 9 | 100% | - |
Member | Director (Outside) | Shinobu Matsui | 8 | 8 | 100% | Elected in June 24, 2024 |
Member | Director (Outside) | Kazuhiko Toyama | 9 | 7 | 78% | - |
Member | Director (Outside) | Yoshinobu Tsutsui | 1 | 1 | 100% | Retired in June 24, 2024 |
Member | Chairperson of the board | Kazuhiro Tsuga | 9 | 9 | 100% | - |
Member | Representative Director, resident | Yuki Kusumi | 9 | 9 | 100% | - |
At the Committee meeting in fiscal 2025, 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, and Presidents of operating companies, etc.
The contents of discussions by this Committee regarding regarding the approach to the candidates and remuneration system of Directors, Executive Officers, and Presidents of operating companies, are reported to the Board of Directors.
(Note) At the Board of Directors meeting following the General Meeting of Shareholders on June 23, 2025, the Company reviewed the structure and members of the Nominating and Compensation Advisory Committee, and resolved to establish two (2) voluntary advisory committees to the Board of Directors : the Nomination Advisory Committee and the Compensation Advisory Committee , in order to further specialize discussions. For details, please refer to the “Corporate Governance Structure”
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 2025 measures based on the effectiveness evaluation in the previous fiscal year
The following are the primary measures that were carried out in fiscal 2025.
- Conducted discussion focused on Group management reforms and the business portfolio management, and time outside of the Board of Directors meetings was also actively used for discussion
- Reinforced reporting of dialogue and engagement with shareholders to the Board of Directors, which was utilized to inform discussions on Group management reforms
- Monitored business in key investment areas of the Group
ii) Fiscal 2025 evaluation of the Board of Directors effectiveness
The Company has reviewed the timing for conducting evaluations of Board of Directors effectiveness, and has decided to conduct them from March to May of each year to match the cycle of Director terms of office.
The approach to evaluations of the Board of Directors effectiveness was also discussed by a committee of Outside Directors and Audit & Supervisory Board Members and was reviewed based on the opinion that focusing on interviews would be more effective than the current system of quantitative measurement using four evaluation levels.
At the fiscal 2025 evaluation, the Board of Directors Secretariat conducted interviews and a free-response preliminary survey to effectively carry out the interviews. An overview of the survey and the interview is as shown below.
- Implementation Period: March 28, 2025 - April 9, 2025 (Preliminary Survey)
April 15, 2025 - May 14, 2025 (Interview) - Survey subjects: Directors, Audit & Supervisory Board Members, Executive Officers in attendance
- Survey format: Total three questions (free answer format)
- Items of the survey:
1) Positive points looking back on the fiscal 2025 Board of Directors
2) Points that require improvement in strategic discussions during fiscal 2026, and points where discussion was felt to be inadequate
3) Concerning the fiscal 2026 priority agenda - Items of the Interview: In-depth exploration of the preliminary survey responses and recognition of issues for each interviewee.
- Evaluation Results Report: Shared by the Board of Directors Secretariat at the Board of Directors meeting held on May 29, 2025.
- Implementation Period:
March 28, 2025 - April 9, 2025 (Preliminary Survey)
April 15, 2025 - May 14, 2025 (Interview) - Survey subjects: Directors, Audit & Supervisory Board Members, Executive Officers in attendance
- Survey format: Total three questions (free answer format)
- Items of the survey:
1) Positive points looking back on the fiscal 2025 Board of Directors
2) Points that require improvement in strategic discussions during fiscal 2026, and points where discussion was felt to be inadequate
3) Concerning the fiscal 2026 priority agenda - Items of the Interview: In-depth exploration of the preliminary survey responses and recognition of issues for each interviewee.
- Evaluation Results Report: Shared by the Board of Directors Secretariat at the Board of Directors meeting held on May 29, 2025.
iii) Results and Issues of the Effectiveness Evaluation of the Board of Directors
Based on the results of the survey and interviews, it was evaluated that "fiscal year 2025 was the year in which the Board of Directors members united in enhancing the Company’s corporate value, and the Outside Directors and executive side collaborated effectively in decision-making for management reform, demonstrating the highest effectiveness in the past." On the other hand, to further clarify the vision and growth strategy that the company 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 (agenda design, clarification of discussion points, and further enhancement of information provision to the Board of Directors, etc.) need to be considered.
In response to the evaluation results, discussions will be held among the Board of Directors members elected at the General Meeting of Shareholders scheduled for June 23, 2025, regarding improvement measures for the current issues of the Board of Directors and the annual agenda, with the aim of formulating the operational policy for the Board of Directors in fiscal 2026.
