BANDAI NAMCO: Presentation of the results of the evaluation of the effectiveness of the company’s board of directors for the year ended March 31 202298.5 KB
February 17, 2022
Listed company name: BANDAI NAMCO Holdings Inc.
Name of representative:
Chairman and Deputy Director (Code number: 7832 TSE 1st section) Contact: Yuji Asako,
Director, Division General Manager
of the Corporate Planning Division
Overview of the results of the evaluation of the effectiveness of
Board of Directors of the Company for the financial year ended March 31, 2022
BANDAI NAMCO Holdings Inc. (“the Company”) conducts regular board effectiveness assessment with the goal of improving board effectiveness and increasing the enterprise value of the Company and presents an overview of the results of the assessment. This practice has been in effect since the fiscal year ended March 31, 2016.
The Company has conducted an assessment of the effectiveness of the Board of Directors for the year ended March 31, 2022 and announces an overview of these results accordingly.
1. Evaluation method and process
After creating a questionnaire (To note) to measure the effectiveness of the Board of Directors, taking into account changes in the environment and social requirements, the Company distributed it to all 16 Directors and Members of the Audit and Supervisory Board and obtained from each of the answers composed of notes and free comments. These results were sent to a specialized third-party organization for aggregation. On the basis of these aggregated results, the committee of independent directors and members of the audit and supervisory board of the company, composed of four external directors and three external members of the audit and supervisory board, carried out a analysis and verification and engaged in a constructive discussion at the board meeting on the current results of the assessment, common issues raised by directors and future action plans.
2. Answers to questions relating to the effectiveness of the board of directors for the year ended March 31, 2021
It was confirmed that the Board of Directors, in terms of size, composition and functioning, has
has established a system for making important management decisions and overseeing business execution. It was also confirmed that each Board member fully understands their role and that active discussions are taking place, including with outside directors who have diverse experience and expertise.
On the other hand, as matters to be addressed, it was recommended that in order to further improve the effectiveness of the board of directors, the company should establish policies with a global perspective, strengthen the understanding and monitoring of risks , as well as strengthening reflection on the direction that the entire Group should take with a view to total optimization. After considering these assessment results, the Company has taken the following actions.
- Creation of a database to analyze the risks of each business and region in order to establish policies from a global perspective and to strengthen the understanding and monitoring of risks.
- Realization of reports on the state of progress of the investment projects submitted to the board of directors and verification of the effects of the investment objectives.
- Improved discussions and information sharing at off-site meetings for managers where discussions on the direction that the whole Group should take with a view to total optimization are reinforced.
3. Overview of Board Effectiveness Assessment Results for the Year Ending March
July 31, 2022
The results of the assessment of the state of the scale, composition and administration of the company’s board of directors confirmed that a system has been built to monitor the decision-making of the management elements important and business execution. The results also confirmed that all constituent members had an appropriate understanding of the roles they are responsible for fulfilling, and they engaged in active discussions that included the participation of outside directors and outside members of the audit board. and oversight who have a wide range of experience and expertise.
On the other hand, in terms of specific issues, it was suggested that there is a need to continue to strengthen policy-making from a holistic perspective and the identification and monitoring of risks in order to further improve the effectiveness of the board. Board of Directors, and that there should also be a reinforcement of the reflection in a perspective of global optimization on the direction in which the Group as a whole must engage. It was also recommended that the Board of Directors develop a common understanding of sustainability and discuss direction and initiatives for the future in order to fulfill its responsibility to achieve a sustainable society.
4. Responses to questions relating to the effectiveness of the board of directors for the year ended March 31, 2022
After considering these assessment results, the Company has taken the following actions.
- Pursue the establishment of policies in a global perspective and strengthen the understanding and monitoring of risks.
- Continue to enrich discussions and strengthen information sharing at the off-site meetings for managers where discussions on the direction that the whole Group should take with a view to total optimization are reinforced. In addition, as of the fiscal year ended March 31, 2023, the Company will set up a new meeting body (provisional name: “Vision Meeting”) in which all managers will participate to deepen discussions on the medium and long term. issues and themes for the Group.
- The Board will hold discussions with external advisors to reconfirm its common understanding of sustainability, and hold further discussions on specific direction and initiatives for the future at a newly established meeting (tentative name: “Vision Meeting”).
(Note) Main elements of the Board questionnaire
- Business strategy decision making and goal setting
- Understanding potential risks and responding
- Ring decision making
- Response to stakeholders
- Track management resources and execution
- Roles and contributions, and leadership
- Composition of the Board of Directors
- Board administration
- Board culture
- Free response (Roles to be fulfilled by the board of directors and directors, oversight of business execution in operating companies, oversight of business execution abroad, intellectual property strategy, human resources strategy, sustainability and board evaluation)