Under its Corporate Governance Code, Artner Co., Ltd. (“the Company”) periodically analyzes and evaluates the effectiveness of its Board of Directors in order to make it work better.
On this occasion, we carried out analysis and evaluation for the fiscal year ended January 31, 2025, and hereby notify the summary of the findings.
1. Evaluation method and process
A questionnaire survey to evaluate effectiveness for the fiscal year ended January 31, 2025, was distributed to all directors. Based on the responses collected, the Board of Directors discussed its issues and actions to address them.
2. Evaluation items
The Company conducted a 31-item questionnaire survey to evaluate effectiveness. The survey asked members of the Board to make a self-evaluation by giving comments and grading on a point scale.
The survey focused on the following five areas:
a. The composition of the Board of Directors
b. Planning, convening, and administration of board meetings
c. Matters selected for deliberation at board meetings
d. Administrative assistance provided to the Board of Directors
e. Relationships with shareholders
3. Summary of analysis and evaluation results
The Company has found from the most recent survey results that the effectiveness of its Board of Directors has been maintained.
There were opinions on the securing of diversity within the Board of Directors and on the succession plans for the President and CEO and Directors. Based on these opinions, we resolved to introduce an executive officer system in May 2025 at the Board of Directors meeting held on March 14, 2025, for the purposes of promoting succession plans that have been discussed by the Nomination and Remuneration Committee, establishing a structure that can respond swiftly and appropriately to changes and challenges facing the Company’s business environment, and completely separating the decision-making and supervisory functions of management.
We also confirmed the need for initiatives to implement management that is conscious of cost of capital and stock price.
4. The way forward
The Board of Directors will take the necessary actions to address some remaining issues identified from the survey to continue to enhance its effectiveness.
Notice Concerning Summary of Evaluation Results of the Effectiveness of the Board of Directors
April 24, 2025
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