Corporate Governance

Evaluation of the Board of Directors' Effectiveness

Review of the FY2022 Evaluation Process and its Evaluation Results

Evaluation Process
With respect to self-evaluation of the Company’s Board of Directors’ effectiveness, questionnaires were distributed to the Directors and Auditors and obtained their responses. Designated evaluation ‘members’ conducted analysis and evaluation pursuant to discussions based on the aggregated response results, status of the Board of Directors meeting for the current fiscal year, as well as briefs on various matters and statements expressed.

Evaluation Results
The Company’s Board of Directors have evaluated that the effectiveness has been sufficiently secured, as follows.

  • Sufficient time has been taken to discuss proposals raised at the Board of Directors, with earnest and vigorous discussions taking place between the attendees, and appropriate decision-making and supervision related to executional matters have been properly conducted.
  • Outside Directors and Outside Corporate Auditors are extremely actively engaged in discussions by proactively speaking out from their respective professional viewpoints. Their opinions are fully reflected in our Management’s decision-making process.
  • Functional role and management method of the Company's Board of Directors are continuously being devised to enhance their effectiveness. This is leading to the enrichment of active deliberations during the Board of Directors, strengthened supervision and guidance on execution.
  • MISUMI now has three Independent Outside Directors. This ensures that we are in compliance with the Prime Market rule for at least one-third of board members to be independent outside directors.
  • At the General Meeting of Shareholders held in June 2022, the election of a female and foreign national director was approved, increasing the diversity of the Board of Direction.
  • The Nomination and Compensation Committee acts as an advisory body to the Board, overseeing the evaluation, compensation determination, election, and dismissal of Board members, including Representative Directors. The Committee also engages in discussions and executes succession plans for Representative Directors.

Going forward, we will continue to discuss the roles, functions, management and issues pertaining to the Board of Directors while considering the number, composition, diversity and balance of knowledge, experience and abilities possessed by the Directors and Outside Directors, so that the Board of Directors will have a good eye regarding future business growth and response towards globalization efforts.


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