Rakuten Group, Inc. (hereinafter "the Company") analyzes and evaluates the effectiveness of the Board of Directors overall, with the aim of ensuring its continued effectiveness and improvement of its functions.
The Company has conducted analysis and evaluation for fiscal year 2023, and an overview of the results is provided below.
1. Board of Directors Effectiveness Evaluation for Fiscal Year 2023
・Evaluation period: December 8, 2023 to January 4, 2024
・Evaluators: Directors and auditors (total of 16 individuals)
・Methodology: Questionnaires. The questionnaire included both questions and spaces for free-for text responses. Following the survey, strategies for improving effectiveness are reported to the Board of Directors.
・Overview: Matters related to decisions on management strategy, decisions on important business execution, and deliberations by the Board of Directors, etc.
2. Tasks in Fiscal Year 2022 and the Status of Initiatives in Fiscal Year 2023
In response to the effectiveness evaluation results of fiscal year 2022, the measures taken to further improve effectiveness have generally achieved successful outcomes.
|
Tasks in 2022 |
Status of Initiatives in Fiscal Year 2023 |
|
1. Improvement of Discussions on Key Themes |
- In addition to the Board of Directors meetings, separate meetings involving the directors were organized to increase opportunities for active discussions, thereby deepening understanding of important themes such as medium- to long-term management plans and financial strategies. - In meetings concerning group management strategies, etc., by devising an improved agenda structure and other means, efforts were made to continuously improve the quality of discussions. |
|
2. Appropriate Monitoring for the Strengthening of Governance Throughout the Group |
- In key meetings, including those of the Board of Directors, efforts were continuously made to ensure prompt sharing and thorough reporting of company-wide risks and compliance information. - In particular, the internal system for the procurement of goods and services was reviewed, and compliance training for employees was thoroughly enforced, closely monitoring the progress of these efforts. |
3. Analysis and Evaluation Results
The Company confirmed that the Company's Board of Directors has made improvements and is highly effective as described above. At the same time, a desire for further improvement of effectiveness was also identified.
- The Board confirmed its intention to further discuss critical issues such as strategic and overseas businesses, etc.
- While sufficient discussions have been had on themes such as the utilization of AI and cost reduction, the Board confirmed its intention to continue substantial discussions on such themes in the future.
- Regarding the criteria for submitting items to the Board of Directors, the content and volume of resolution matters and reporting matters were deemed appropriate. The Board confirmed its intention to further improve the effectiveness of the Board's proceedings through the appropriate use of materials and other means.
4. Measures to Improve Effectiveness
Based on the results of the evaluation about the effectiveness of the Board of Directors, the Company will strive to further enhance deliberations and improve effectiveness of the Board of Directors by taking the following measures.
- For key themes such as strategic and overseas businesses, etc., the Company will create opportunities for deeper discussions by ensuring more time is allocated for active exchange of opinions.
- By re-evaluating the guidelines for presentations and material preparation, the Company will provide high-quality information that contributes to effective discussions and prompt decision-making.