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 2022, and an overview of the results is provided below.
１. Content of implementation
● Evaluation period: December 8, 2022 to January 4, 2023
● Evaluators: Directors and auditors (12 people in total)
● Method: Questionnaires. After answering questions and the free-form questionnaires, measures to improve 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. Analysis and results of evaluation
The Company's Board of Directors has confirmed that its effectiveness has been ensured. On the other hand, the intention to further improve effectiveness was also confirmed.
- It was confirmed that the content and number of items to be submitted and reported to the Board of Directors are appropriate.
- It was confirmed that the diversity of the composition of the Board of Directors has increased the number of active statements by outside directors, and that the Board of Directors has become more active than before.
- It was confirmed that the Board of Directors would like to deepen discussions on the action plans that are currently being implemented, to realize the medium- and long-term management plans.
- Regarding discussions on financial strategies, it was confirmed that the Board of Directors would like to continue efforts to improve the quality of discussions, such as thorough information sharing and securing sufficient time for discussions.
- Regarding company-wide risks and compliance, it was confirmed that the Board of Directors would like to continue information sharing and reporting, and to further strengthen the construction of a system for improvement.
３. 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 by taking the following measures.
- Regarding important themes such as medium- and long-term management plans and financial strategies, the Company has been selecting appropriate meeting bodies from among the most important ones, including the Board of Directors, to continuously improve the quality of reporting formats and the composition of agendas. The Company will continue to improve the accuracy of provision of information and secure sufficient time for discussions, to further revitalize such discussions.
- Regarding company-wide risks and compliance, appropriate reporting has been conducted at the Board of Directors and other important meeting bodies on the situation including the response after the occurrence of an incident. Going forward, the Company will continue to ensure prompt information sharing and thorough reporting, and will strive to further strengthen the governance of the entire Rakuten Group.