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 2025, and an overview of the results is provided below.
- Board of Directors effectiveness evaluation for Fiscal Year 2025
- Evaluation period: December 12, 2025 to January 7, 2026
- Evaluators: Directors and auditors (total of 13 individuals)
- Methodology: Questionnaires. The questionnaire included both questions and spaces for free-form 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.
- Tasks in Fiscal Year 2024 and the status of initiatives in Fiscal Year 2025
In response to the effectiveness evaluation results of fiscal year 2024, the measures taken to further improve effectiveness have generally achieved successful outcomes.
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Tasks in 2024 |
Status of initiatives in Fiscal Year 2025 |
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1. Enhancing opportunities for briefings outside Board of Directors meetings |
- Prior to Board of Directors meetings, the Company provided opportunities to explain the overview and key issues of upcoming agenda items in order to facilitate effective discussions. |
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2. Strengthening discussions on key topics |
- The Company continued to broaden discussions on key themes — such as business portfolio optimization and overseas businesses — at meetings including the Group management strategy meetings. |
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3. Continuing efforts to improve the clarity of materials |
- To contribute to effective discussions and prompt decision-making at the Board of Directors meetings, the Company optimized the preparation of materials and provided high-quality information. |
- 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 that active and increasingly in-depth discussions are being held on a broad range of critical management issues and intends to continue focusing on these themes.
- While sufficient reports have been had on themes such as corporate governance and enterprise risk management, the Board confirmed its intention that these should be proposed as regular agenda items in the future.
- The introduction of briefing sessions prior to Board of Directors meetings was highly commended for its effectiveness. In particular, it was recognized as extremely beneficial in helping outside directors deepen their understanding of agenda items and in facilitating more effective deliberations.
- The Board confirmed that the matters submitted for its approval and the volume of materials are appropriate. Initiatives such as summarizing discussion points and using charts and tables were appreciated for improving clarity; however, further consideration is needed on how to appropriately supplement highly specialized information.
- 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.
- The Company will refine the agendas of the Board of Directors and other meetings on mid- to long-term strategies and other key issues, encouraging directors to bring forward diverse perspectives and analyses, thereby enhancing overall effectiveness.
- Taking into account Board members’ areas of expertise, the Company will continue to provide briefings outside Board of Directors meetings and further enhance their understanding of agenda items.
- The Company will deploy AI and related technologies to elevate the quality of materials. This will facilitate Board members’ comprehension of the information, improve the efficiency of discussions, and strengthen transparency and consistency in the decision-making process.