Corporate Governance

Basic Views on Corporate Governance

The Company shall fulfill its social mission by fulfilling its responsibilities and commitments to all stakeholders in accordance with the corporate philosophy and management policies of the Anicom Group, etc., and shall aim to permanently enhance the corporate value of the entire Group. In order to steadily realize these goals, we recognize the importance of establishing sound and highly transparent corporate governance and properly governing the Group as a holding company in accordance with the "Basic Policy on Internal Control Systems."
Our "Group Basic Policy on Corporate Governance" defines the framework of our corporate governance system, and as a holding company, we have been making high-quality decisions by having the Board of Directors make important business execution decisions and by utilizing the knowledge of outside directors and auditors.

Group Basic Policy on Corporate Governance

Chapter 1. Basic Views on Corporate Governance

(Basic Views on Corporate Governance)
  1. Article 1.The Company shall establish the Anicom Group Management Philosophy to fulfill its social mission by performing its duties and promises to shareholders, customers, society, employees, and other stakeholders, and aim to further enhance the corporate value of each company in the Anicom Group (hereinafter, the “Group”). For this purpose, the Company shall establish a system of sound and highly transparent corporate governance, and appropriately govern the Group companies as a holding company, based on the Basic Policy on Internal Control Systems.

Chapter 2. Ensuring Shareholder Rights and Equality

(Ensuring Shareholder Rights and Equality)
  1. Article 2.The Company shall establish and maintain an environment for the appropriate exercise of voting rights at the General Meeting of Shareholders.
  2. 2.The Company shall endeavor to enhance shareholder returns through measures such as ongoing, stable distributions of profit based on an integrated consideration of factors including financial soundness, securing stable earnings, and performance trends.
  3. 3.The Company shall treat shareholders fairly in the exercise of voting rights at the General Meeting of Shareholders and the payment of dividends of surplus, etc., based on the class and number of shares they hold.

(Policy on Cross-shareholdings)
  1. Article 3.The Company and some of its business subsidiaries (companies in which the Company directly holds a majority of voting rights; the same applies hereinafter) maintain cross-shareholdings mainly for the purposes of strengthening business relationships and enhancing the corporate value of the Group.

(Related Party Transactions)
  1. Article 4.The Company shall establish the Board of Directors Regulations and the Basic Policy on Business Management of Group Companies. The Company’s Board of Directors shall monitor transactions with related parties such as officers and subsidiaries, and shall endeavor to prevent any damage to the Company or the common interests of shareholders.

Chapter 3. Cooperating Appropriately with Stakeholders Other than Shareholders

(Cooperating Appropriately with Stakeholders Other than Shareholders)
  1. Article 5.The Company shall establish the Anicom Group Management Philosophy and fulfill the trust placed in it by shareholders by developing businesses that are profitable, growing, and sound. The Company shall endeavor to perpetually enhance corporate value by providing customers with security and safety, establishing a corporate culture where employees can make full use of their creativity, and broadly contributing to social development.

Chapter 4. Ensuring Appropriate Information Disclosure and Transparency

(Ensuring Appropriate Information Disclosure and Transparency)
  1. Article 6.The Company shall establish the Basic Policy on Disclosure and endeavor to ensure the timely and appropriate disclosure of financial information such as business results and non-financial information such as its management philosophy and management plans, for the purpose of ensuring transparency and fairness of management.

Chapter 5. Duties of the Board of Directors, Etc.

(The Roles of the Board of Directors and Each Director)
  1. Article 7.The Board of Directors shall decide on important matters of business execution and oversee the execution of duties by Directors.
  2. 2. The Company shall establish the Board of Directors Regulations and designate the important matters of business execution on which the Board of Directors should decide. These important matters of business execution shall include the establishment of the Group’s management plans, the establishment of the Group’s internal control system, and decisions on business investment over a certain scale.
  3. 3. Each Director shall endeavor to enable the Board of Directors to adequately fulfill the responsibilities set forth in Paragraph 1 above.
  4. 4. The Company shall delegate to Executive Officers decisions on matters of business execution for which a decision by the Board of Directors is not required.

(Composition of the Board of Directors and the Term of Office of Directors)
  1. Article 8.The number of Directors shall not exceed ten (10). The majority of Directors shall be Outside Directors.
  2. 2.Directors shall be appointed who provide a balance of insight and expertise in diverse fields to ensure the effectiveness of the Board of Directors.
  3. 3.The term of office of Directors shall be one (1) year, with no prohibition on reelection.

(Requirements for the Appointment of Directors)
  1. Article 9. Directors of the Company and Anicom Insurance, Inc. shall possess a good understanding of each company’s business type, the extensive knowledge needed for corporate management, and sufficient judgment capabilities to decide on important matters of business execution as members of each company’s Board of Directors.
  2. 2. Outside Directors of the Company and Anicom Insurance, Inc. shall, in addition to fulfilling the requirements stipulated in the previous paragraph, possess a high level of insight and abundant experience in fields such as corporate management, financial services, finance and accounting, legal affairs, internal controls including legal compliance, technological innovation, and human resources management (HRM). In principle, Outside Directors must meet the standards for independence set forth in Article 14.
  3. 3. Directors who are also engaged in the day-to-day management of Anicom Insurance, Inc. shall, in addition to fulfilling the requirements stipulated in Paragraph 1 above, possess the “knowledge and experience to carry out business management of an insurance company in an appropriate, fair and efficient manner” prescribed under Article 8-2 of the Insurance Business Act, as well as “sufficient social credibility.”

(Requirements for the Appointment of Executive Officers)
  1. Article 10. Executive Officers of the Company and Anicom Insurance, Inc. shall be capable of taking responsibility for business execution based on a consideration of factors such as the level of competency they demonstrate as officers, their previous achievements and experience, character traits, etc.

(Role of Audit & Supervisory Board Members)
  1. Article 11. As independent organs entrusted by shareholders, Audit & Supervisory Board Members shall contribute to corporate soundness and the fairness of management. They shall audit and supervise the execution of duties by Directors and Executive Officers for the purpose of responding to social trust.

(Composition of the Audit & Supervisory Board and the Term of Office of Audit & Supervisory Board Members)
  1. Article 12. The number of Audit & Supervisory Board Members shall not exceed five (5). No less than half of these shall be Outside Audit & Supervisory Board Members.
  2. 2. The term of office of Audit & Supervisory Board Members shall be four (4) years, with no prohibition on reelection.

(Requirements for the Appointment of Audit & Supervisory Board Members)
  1. Article 13. Audit & Supervisory Board Members of the Company and Anicom Insurance, Inc. shall be capable of ensuring sound and sustainable corporate growth and contributing to the establishment of an excellent corporate governance system to respond to social trust by engaging in high-quality audit and supervision, based on a consideration of factors such as their professional capability as Audit & Supervisory Board Members, their previous achievements and experience, etc.
  2. 2. Outside Audit & Supervisory Board Members of the Company and Anicom Insurance, Inc. shall, in addition to fulfilling the requirements stipulated in the previous paragraph, possess a high level of insight and abundant experience in fields such as corporate management, financial services, finance and accounting, legal affairs, internal controls including legal compliance, technological innovation, and human resources management (HRM). In principle, Outside Audit & Supervisory Board Members must meet the independence standards set forth in Article 14.
  3. 3. Audit & Supervisory Board Members of Anicom Insurance, Inc. shall, in addition to fulfilling the requirements stipulated in the two preceding paragraphs, possess the “knowledge and experience to supervise the execution of duties of directors of an insurance company in an appropriate, fair, and efficient manner” prescribed under Article 8-2 of the Insurance Business Act, as well as “sufficient social credibility.”

(Independence Standards for Outside Officers)
  1. Article 14. The Company’s Outside Director and Outside Audit & Supervisory Board Members shall be determined to be independent if they correspond to none of the following. Details are set forth in the Appendix.
    1. 1)Persons who are (or have been) managers or employees of the Company
    2. 2)Persons who are (or have been) managers or employees of companies that have a significant business relationship with the Company
    3. 3)Persons with a relative who is an officer of the Company
    4. 4)Persons receiving compensation from the Company over a certain amount, apart from officers’ compensation as an advisor
    5. 5)Persons who are major shareholders of the Company or managers or employees of companies that are major shareholders of the Company

(Policy on the Determination of Officers’ Compensation)
  1. Article 15. The policy for determining compensation for Directors and Executive Officers of the Company and Anicom Insurance, Inc. shall be as follows.
    1. 1)The transparency, fairness, and objectivity of officers’ compensation shall be ensured
    2. 2)Compensation shall function as a motivation to achieve innovative growth strategies compatible with the corporate culture and sustainable growth for the Group, with an awareness of each company’s role as a leading company in the pet industry, aiming to achieve a society where people and animals coexist
    3. 3)The level of compensation shall enable each company to secure and retain personnel who meet the Group’s vision for senior management
    4. 4)Performance-linked compensation shall be introduced to strengthen the incentive to improve business results
  2. 2. The Board of Directors may delegate decisions on compensation for individual Directors to a Director, as follows.
    1. 1)Name of Director to whom authority may be delegated
      Komori Nobuaki
    2. 2)Authority that may be delegated
      Decisions on the details of compensation for individual Directors
    3. 3)Details of measures to ensure that the delegated authority is appropriately exercised The amounts of Directors’ compensation shall be based on a consideration of factors such as the Group’s business results, the economic environment, and social conditions, and shall be determined within the compensation limits approved by the General Meeting of Shareholders, with due regard to the recommendations of the Nomination, Compensation, and Governance Committee, a non-statutory advisory committee.

(Level of Officers’ Compensation)
  1. Article 16. The level of compensation for Directors and Executive Officers of the Company and Anicom Insurance, Inc. shall be determined based on a consideration of factors such as the Company’s business environment and the levels at other companies.

(Structure of Officers’ Compensation)
  1. Article 17. Compensation for Directors and Executive Officers who concurrently serve as Executive Officers of the Company and Anicom Insurance, Inc. shall be composed of fixed compensation based on each role and set of responsibilities. Until the introduction of performance-linked compensation, compensation for Directors and Executive Officers who concurrently serve as Executive Officers shall consist only of fixed compensation.
  2. 2. Compensation for Outside Directors shall consist only of fixed compensation from the perspective of independence.
  3. 3. Compensation for Audit & Supervisory Board Members shall consist only of fixed compensation in view of their role in auditing and supervising legal compliance.

(Timing of Compensation Payment)
  1. Article 18. The compensation described in each paragraph of the preceding article shall be paid monthly during each officer’s term of office.

(Role of the Nomination, Compensation, and Governance Committee)
  1. Article 19. The Company shall establish the Nomination, Compensation, and Governance Committee as an advisory committee to the Board of Directors.
  2. 2. The Nomination, Compensation, and Governance Committee shall deliberate on the following matters and report back to the Board of Directors.
    1. 1)Appointment and dismissal of Directors and Audit & Supervisory Board Members of the Company and Anicom Insurance, Inc.
    2. 2)Requirements for the appointment of Directors, Audit & Supervisory Board Members, and Executive Officers of the Company and Anicom Insurance, Inc.
    3. 3)Evaluation of the performance of the Directors of the Company and Anicom Insurance, Inc.
    4. 4)The compensation structure for Directors and Executive Officers of the Company and Anicom Insurance, Inc.
    5. 5)Compensation levels for Directors of the Company and Anicom Insurance, Inc.
    6. 6)The status of establishment and implementation of policies and measures concerning corporate governance

((Composition of the Nomination, Compensation, and Governance Committee)
  1. Article 20. The Nomination, Compensation, and Governance Committee shall be composed of around five (5) members.
  2. 2. In principle, the majority of members of the Nomination, Compensation, and Governance Committee shall be outside members (Outside Directors) and an outside member shall be elected to chair the committee.

(Method of Governance of Business Subsidiaries)
  1. Article 21. The Company shall provide for basic matters concerning the corporate management of business subsidiaries, compliance within the Group, risk management, internal audit, etc. in the Group’s various basic policies. The Company shall govern business subsidiaries through the establishment and operation of systems based on these provisions.

(Policy on Training for Officers)
  1. Article 22. The Company shall establish opportunities for Directors, Audit & Supervisory Board Members, and Executive Officers to acquire and update their knowledge as necessary to enable them to appropriately fulfill the roles and responsibilities demanded of each of them.
Chapter 6. Dialogue with Shareholders

(Policy for Constructive Dialogue with Shareholders)
  1. Article 23.The Company shall endeavor to establish and maintain systems and engage in initiatives to promote constructive dialogue with shareholders in accordance with the following basic policy.
    1. 1)The Company shall appoint an Executive Officer to supervise all aspects of its shareholder dialogue activities.
    2. 2)The department of the Company responsible for investor relations (IR) shall coordinate with other relevant departments to provide shareholders with accurate and unbiased information for shareholder dialogue such as financial results announcements and investor briefing sessions.
    3. 3)The Company shall endeavor to enhance its means of conducting constructive dialogue with shareholders based on factors such as the status of shareholdings and the opinions of shareholders.
    4. 4)The Company shall regularly compile and analyze the opinions it receives through dialogue with shareholders, and shall endeavor to make improvements where necessary.
    5. 5)The Company shall thoroughly manage any undisclosed material facts based on the Regulations on the Prevention of Insider Trading and shall engage in dialogue with shareholders without referring to undisclosed material facts.

Chapter 7. Authority for Revision and Abolition

(Authority for Revision and Abolition)
  1. Article 24.Any revision or abolition of this basic policy shall be decided by the Board of Directors. However, slight amendments may be made by the Executive Officer responsible for the Corporate Planning Department.

(Appendix) Independence Standards for Outside Officers
  1. The Company’s Outside Director and Outside Audit & Supervisory Board Members shall be determined to be independent of the Company if they correspond to none of the following.
    1. 1)Persons in an executive position at the Company or a subsidiary of the Company
    2. 2)Persons who have been in an executive position at the Company or a subsidiary of the Company during the past ten (10) years
    3. 3)Persons for whom the Company or Anicom Insurance, Inc. is a major trading partner (a trading partner for which the transaction amount with the Company or Anicom Insurance, Inc. was equivalent to at least 2% of consolidated net sales in the most recent fiscal year) or persons in an executive position at such an organization
    4. 4)Persons who are major trading partners of the Company or Anicom Insurance, Inc. (trading partners for which the transaction amount with the Company or Anicom Insurance, Inc. was equivalent to at least 2% of consolidated net sales of the Company in the most recent fiscal year) or persons in an executive position at such a major trading partner
    5. 5)Persons who are major lenders, such as financial institutions, upon which the Group depends for financing to an extent that makes them indispensable and irreplaceable, or persons in an executive position at such a major lender
    6. 6)Persons in an executive position at an incorporated organization, association, or other organization that receives donations from the Company or Anicom Insurance, Inc. and has received such donations exceeding a certain amount (10 million yen or 2% of the total income of the organization during the most recent fiscal year, whichever is higher) during the most recent fiscal year
    7. 7)Persons who are the spouse or relative within the third degree of kinship of a Director, Audit & Supervisory Board Member, or Executive Officer of the Company or one of its subsidiaries
    8. 8)Persons who receive compensation apart from officers’ compensation in the capacity of a consultant, accountant, attorney, or other specialist, and have received such compensation exceeding a certain amount (10 million yen or 2% of the total income of the incorporated organization, association, or other organization to which the specialist belongs, during the most recent fiscal year, whichever is higher) during the most recent fiscal year
    9. 9)Persons who, as of the end of the most recent fiscal year, hold, or are in an executive position at an organization that holds, at least 10% of all shareholder voting rights in the Company

Revised: February 24, 2021

Overview of Corporate Governance Structure

Based on the "Group Basic Policy on Corporate Governance," the Company has established a group-wide governance structure, including a governance system for subsidiaries.
The Company has adopted a Company with a Board of Company Auditors. The Board of Directors, in close cooperation with the Audit & Supervisory Board, makes final decisions on important matters and strengthens the supervisory function of management. In addition, the Company has established a highly transparent governance system in which the majority of the Board of Directors and the Audit & Supervisory Board are outside Directors and outside Audit & Supervisory Board Members.
Furthermore, the Company has introduced an executive officer system to clearly separate the management decision-making and supervisory functions from the business execution functions, thereby strengthening the Board of Directors' check-and-balance and supervisory functions from a governance perspective. In addition, in order to enhance the independence, objectivity, and accountability of the Board of Directors, the Nomination, Compensation, and Governance Committee has been established as an advisory committee, separate from the Board of Directors. The majority of the members of the Nomination, Compensation and Governance Committee are outside directors.

【Management Structure】

The Board of Directors and Each Director

The Board of Directors resolves important decisions concerning the execution of business operations and supervises the work of the executive officers with an emphasis on maintaining and enhancing the Group's credibility. As a holding company, the Company's Board of Directors has functions such as deciding the Group's mid- to long-term strategies and various basic policies, and each Director strives to ensure that the Board of Directors fully fulfills these responsibilities and functions. Anicom Insurance, the core company of the Group, has also adopted an executive officer system, whereby each Executive Officer carries out his or her executive responsibilities as determined by the Board of Directors.
In addition, in accordance with the "Basic Policy for Management Control of Group Companies," the Board of Directors of the Company deliberates on important management matters at subsidiaries and supervises subsidiaries by requesting reports as necessary.
Furthermore, the Group Management Committee meets regularly to discuss agenda items related to the execution of group-wide operations with Directors and Executive Officers of group companies, and the Company's Board of Directors makes decisions on important management matters, giving full consideration to the deliberations and recommendations of the Committee.

Audit & Supervisory Board and Audit & Supervisory Board Members

In accordance with the "Regulations of the Audit & Supervisory Board," the Company's Audit & Supervisory Board receives reports on and discusses and resolves important matters related to audits. In accordance with the auditing standards and audit plans formulated by the Audit & Supervisory Board, each Audit & Supervisory Board Member attends meetings of the Board of Directors and other important meetings to audit the status of operations and assets, receives reports from the Accounting Auditor and the Internal Audit Office, and maintains close cooperation with each other to supervise the execution of operations by the Directors.

Nomination, Compensation, and Governance Committee

The Company has established the Nomination, Compensation and Governance Committee as an advisory committee to the Board of Directors, consisting of seven members: five outside directors and two inside directors of the Company and Anicom Insurance. The Committee meets twice a year in principle, and also meets as necessary. The Committee is responsible for the appointment and dismissal of Directors and Audit & Supervisory Board Members of the Company and Anicom Insurance, the requirements for the appointment of Directors, Audit & Supervisory Board Members, and Executive Officers of the Company and Anicom Insurance, the evaluation of the performance of the Directors of the Company and Anicom Insurance, the compensation structure for Directors and Executive officers of the Company and Anicom Insurance, the compensation levels for Directors of the Company and Anicom Insurance, and the status of establishment and implementation of policies and measures concerning corporate governance. The Committee reports its deliberations to the Board of Directors, which makes decisions or submits proposals to the General Meeting of Shareholders by resolution of the Board of Directors.

Skills Matrix

Independence Standards for Outside Officers

The Company’s Outside Director and Outside Audit & Supervisory Board Members shall be determined to be independent of the Company if they correspond to none of the following.

  1. 1)Persons in an executive position at the Company or a subsidiary of the Company
  2. 2)Persons who have been in an executive position at the Company or a subsidiary of the Company during the past ten (10) years
  3. 3)Persons for whom the Company or Anicom Insurance, Inc. is a major trading partner (a trading partner for which the transaction amount with the Company or Anicom Insurance, Inc. was equivalent to at least 2% of consolidated net sales in the most recent fiscal year) or persons in an executive position at such an organization
  4. 4)Persons who are major trading partners of the Company or Anicom Insurance, Inc. (trading partners for which the transaction amount with the Company or Anicom Insurance, Inc. was equivalent to at least 2% of consolidated net sales of the Company in the most recent fiscal year) or persons in an executive position at such a major trading partner
  5. 5)Persons who are major lenders, such as financial institutions, upon which the Group depends for financing to an extent that makes them indispensable and irreplaceable, or persons in an executive position at such a major lender
  6. 6)Persons in an executive position at an incorporated organization, association, or other organization that receives donations from the Company or Anicom Insurance, Inc. and has received such donations exceeding a certain amount (10 million yen or 2% of the total income of the organization during the most recent fiscal year, whichever is higher) during the most recent fiscal year
  7. 7)Persons who are the spouse or relative within the third degree of kinship of a Director, Audit & Supervisory Board Member, or Executive Officer of the Company or one of its subsidiaries
  8. 8)Persons who receive compensation apart from officers’ compensation in the capacity of a consultant, accountant, attorney, or other specialist, and have received such compensation exceeding a certain amount (10 million yen or 2% of the total income of the incorporated organization, association, or other organization to which the specialist belongs, during the most recent fiscal year, whichever is higher) during the most recent fiscal year
  9. 9)Persons who, as of the end of the most recent fiscal year, hold, or are in an executive position at an organization that holds, at least 10% of all shareholder voting rights in the Company

Reasons for Nomination as outside Directors and outside Audit & Supervisory Board Members, etc.

Outside Director
Name Date of appointment Reasons for nomination and roles expected of candidate Attendance
(FY2023)
Tanaka Eiichi June 2020 He has held key positions successively at the Ministry of Posts and Telecommunications and the Ministry of Internal Affairs and Communications. Moreover, he has been involved in corporate management at NTT Communications Corporation while also being deeply involved in initiatives that combine business with SDGs. With growing expectations for corporate contribution to SDGs as a background, the Company expects that he will perform an appropriate supervisory function while utilizing his specialized knowledge, cultivated through his prior experience, for the management of the Company, and provide valuable proposals at the Board of Directors, and as such appoints him as Outside Director. 15/15
Shoyama Katsuo June 2022 He has a wealth of experience and insight in corporate management and the food business, having served in various important positions at ASAHI BREWERIES, LTD. and other companies and as President and Representative Director of Asahi Group Foods, Ltd. Based on such experience and insight, the Company expects that he will provide advice and guidance on the Company’s management, including the various business projects undertaken by the Group, and that he will perform an appropriate supervisory function, and as such appoints him as Outside Director. 15/15
David G. Litt June 2022 He has a wealth of experience and expertise in the field of international legal affairs as a professor of Keio University Law School and as foreign lawyer, as well as knowledge in the areas of corporate management and the SDGs, including serving as a Representative Director of a renewable energy company. Based on his experience, knowledge and insight, the Company expects that he will provide appropriate advice to the Company’s management, and that he will perform an appropriate supervisory function, and as such appoints him as Outside Director. 15/15
Takemi Hiromitsu June 2022 He has a wealth of experience, track record and insights about corporate governance and corporate finance, supported by his deep academic knowledge. He also has the experience of being involved in the management of a financial institution. The Company expects that he will put his wide-ranging experience, track record and insights to use for the Company’s management and that he will perform as appropriate supervisory functions, and as such proposes his appointment as Outside Director. 15/15

Note: The attendance at Board of Directors meetings of Shoyama Katsuo, David G. Litt, and Takemi Hiromitsu covers meetings held after they assumed office as Directors. Takemi Hiromitsu attended all four Board of Directors meetings held before he left office as Audit & Supervisory Board Member.

Outside Audit & Supervisory Board Member
Name Date of appointment Reasons for nomination Attendance
(FY2023)
Iwamoto Koichiro August 2008 As an attorney-at-law, he has specialized knowledge and wide-ranging experience about law. In order to put his insights to use for the Company’s audit system, the Company appoints him as Outside Audit & Supervisory Board Member. Board of directors meetings
15/15
Audit & Supervisory Board meetings
15/15
Ito Koichi July 2022 He has specialized knowledge and experience in the field of life sciences as an associate professor of the Graduate School of the University of Tokyo. The Company appoints him as an Outside Audit & Supervisory Board Member so that he can utilize his specialized knowledge, experience, and high-level insight to strengthen the Company’s auditing system. Board of directors meetings
14/15
Audit & Supervisory Board meetings
14/15
Aoyama Keiji June 2023 He has considerable knowledge in corporate accounting and taxation developed over his long years of service with the National Tax Agency in various areas of tax administration. He has also made outstanding achievements in education, research, and social contribution activities, and is highly regarded as a leading expert in the field of international taxation. The Company proposes his election as an Outside Audit & Supervisory Board Member so that he can utilize his specialized knowledge, experience, and profound insight to strengthen the Company’s auditing system. Board of directors meetings
11/11
Audit & Supervisory Board meetings
11/11

Note: The attendance at Board of Directors meetings and Audit & Supervisory Board meetings of Ito Koichi covers meetings held after he assumed office as Directors.

Succession Plan

The succession plan for the President and Representative Director is formulated through deliberations by the Nomination, Compensation, and Governance Committee and then by the Board of Directors. The succession plan includes a roadmap, the "ideal image of the president of the Company" and evaluation criteria, the selection of successor candidates and the formulation and implementation of a plan for his/her development, and the methods for identifying and deciding on successors, which put into operation in FY2022.

Support Systems for Outside Directors and Outside Audit & Supervisory Board Members

The Corporate Planning Department is in charge of supporting outside Directors, and the Audit & Supervisory Board Member Secretariat is in charge of supporting outside Audit & Supervisory Board Members, communicating necessary information, etc. In addition, when attending meetings of the Board of Directors, the Audit & Supervisory Board, and other important meetings, the Company supports the smooth execution of business by distributing meeting agendas and materials in advance, and separately cunducting explanations of important proposals and reports in advance.
In addition, in order to strengthen cooperation between outside Directors and Audit & Supervisory Board Members, outside Directors are allowed to participate in the Management Council (held about once every two months), the forum for exchange of opinions between top management and Audit & Supervisory Board Members of the Company and Anicom Insurance. Also, the Independent Officer Liaison Meeting for independent Directors and Audit & Supervisory Board Members has been established to strengthen the system for outside Directors to obtain appropriate information on the Company's management. Moreover, the Corporate Planning Department and the Audit & Supervisory Board Member Secretariat work together to establish a system to promptly respond to any other inquiries from outside Directors or outside corporate auditors.

Evaluation of Board of Directors Effectiveness

With the aim of improving the effectiveness of the Board of Directors and enhancing corporate value, the Board of Directors periodically conducts a self-evaluation and analysis of the effectiveness of the Board of Directors.
As a method of this self-assessment and analysis, a questionnaire is sent to the members of the Board of Directors and the Nomination, Compensation, and Governance Committee, and the Committee analyzes, evaluates and discusses the results based on the responses. The results of the effectiveness evaluation based on this analysis, evaluation, and discussion are reported to the Board of Directors for deliberation. The most recent evaluation was conducted in May 2023, and a summary of the results of that effectiveness evaluation is as follows.
The Company evaluates that the effectiveness of the Board of Directors is ensured, given that the majority of the Board of Directors consists of independent outside directors, and that outside directors actively make comments and engage in free, vigorous, and in-depth discussions and exchanges of opinions. On the other hand, there was a shared recognition that there are issues to be addressed to further improve the functions of the Board of Directors, such as the need to manage the agenda with more awareness of the deliberation time for each agenda item, including the speaking time of the speaker, and to further strengthen the diversity of the Board of Directors from the perspectives of expertise and gender.
In the future, the Company's Board of Directors will continue to take initiatives to further enhance the functions of the Board of Directors by conducting self-assessment and analysis on a regular basis, as well as promptly responding to issues identified in the assessment based on this effectiveness assessment and through ongoing effectiveness assessments after thorough consideration. The Company will continue to make efforts to further enhance the functions of the Board of Directors.