UT: Opinion on the results of the evaluation of the effectiveness of the Board of Directors of the Company


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December 24, 2021

UT Group Co., Ltd.

Yoichi Wakayama, President, Representative Director and CEO 2146, TSE First Section)

Takahito Yamada, Senior Executive and Division Head, General Affairs Division + 81-3-5447-1710

Notice regarding the results of the effectiveness evaluation

of the board of directors of the company

In accordance with the Corporate Governance Code stipulated by the Tokyo Stock Exchange, UT Group Co., Ltd. conducted an analysis and evaluation of the effectiveness of the Board of Directors in order to improve its functions. The results are summarized below.

1. Method of analysis and evaluation

  1. Evaluation period: September – October 2021
  2. Assessment topics: All directors and audit and supervisory board members, 11 in total
  3. Assessment method: Self-assessment by means of a web questionnaire, and compilation and analysis of the results of the assessment by an external body
  4. Assessment items: 5 main items (25 questions in total)

Management and organization of the Board of Directors

Management strategy and business strategy

Business ethics and risk management

Management performance monitoring, evaluation and compensation

Dialogue with shareholders, etc.

  1. Response method: 5-level rating and free comments and requests for each major element

2. Summary of the results of the analysis and evaluation

We have confirmed that the Council is functioning well and that its effectiveness is generally assured, based on the fact that many of the responses to the questionnaire were “5: appropriate” or “4: generally appropriate” on the five levels of each of the main elements , and the following reasons:

  1. Management and organization of the Board of Directors

With regard to the independence, gender, experience and expertise of the Board of Directors, the

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the composition of the Board was assessed as appropriate due to the appointment of a female external director and the resulting increased diversity of the Board. In addition, the selection of agenda items for Board of Directors meetings and the allocation of issues to be resolved and issues to be delegated to company executives were assessed where applicable.

  1. Management strategy and business strategies
    Many expressed the opinion that the UT Group has achieved sustained growth through the effective functioning of its business development strategy focused on advancing the skills and careers of technical employees. They also appreciated the company’s agile efforts to respond to changes in the external environment, such as rising social demands for sustainability. On the other hand, some expressed the opinion that the functions of sharing and monitoring progress should be strengthened regarding the post-merger integration (PMI) of the acquired companies, which is linked to the important M&A strategy of the Company in the current medium-term management plan. , and in the case of business process innovation through the promotion of DX.
  2. Business ethics and risk management
    Many expressed the opinion that UT Group responds well to external inquiries regarding business ethics and shares the state of risk assessment, and that internal audit is functioning effectively. On the other hand, some expressed the view that the Board of Directors should deepen discussions regarding the monitoring of the state of the management of risks associated with organizational and operational changes.
  3. Management performance monitoring, evaluation and compensation
    The assessment of the performance of each director and each member of senior management by the nomination committee (the nomination and remuneration committee was established on August 30, 2021) was considered appropriate. Regarding the decisions and decision-making process for director compensation, some expressed the view that the nomination and compensation committee should formulate how to report to the board and should make clearer announcements.
  4. Dialogue with shareholders, etc.
    Many expressed the opinion that the dialogue with shareholders and others is initiated in a timely and appropriate manner and that the content is correctly reported to the board of directors. Some felt that while some dialogue restrictions have occurred due to the COVID-19 pandemic, information disclosure has been stepped up and disclosure of non-financial information, especially from a security perspective. sustainability, should further improve enterprise value.

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3. Future responses based on the results of the analysis and assessment

Based on the results, the Board of Directors will deepen the discussions on medium and long-term management plans, risk management and sustainability, and will continue its efforts to strengthen the function of overseeing the progress of the management plans. medium and long term management. and post-investment reviews of acquired companies. We are committed to further improving our corporate governance and continuing to increase our corporate value.

To finish

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Warning

UT Group Co. Ltd. published this content on December 24, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 24 December 2021 07:26:11 UTC.

Public now 2021

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Sales 2022 159B
1,391 million
1,391 million
Net income 2022 3,397 million
29.7 million
29.7 million
Net debt 2022

PER 2022 ratio 45.3x
Yield 2022
Capitalization 177B
1,546 million
1,547 million
Capi. / Sales 2022 1.11x
Capi. / Sales 2023 0.93x
Number of employees 41 176
Free float 66.1%

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Number of analysts 4
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JPY 4,380.00

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Spread / Average target 7.71%


Sara H. Byrd