Evaluation on Effectiveness of the Board of Directors



May 15, 2023
JVCKENWOOD Corporation
EGUCHI Shoichiro
Representative Director of the Board, President,
Chief Executive Officer (CEO)

Summary of the Results of Evaluation on Effectiveness of the Board of Directors

JVCKENWOOD Corporation ("JVCKENWOOD") provides in Article 17 of the JVCKENWOOD Corporate Governance Policy, established on December 1, 2015, that "the Board of Directors shall conduct an evaluation and analysis on its effectiveness as a whole, and disclose a summary of the results." Accordingly, we evaluated and analyzed the effectiveness of the Board of Directors after January 2023.

 

1. Summary of the method of evaluation on effectiveness of the Board of Directors

This is the eighth year of the evaluation and we arranged interviews with each Director and Audit & Supervisory Board Member, in addition to their self-evaluations, to improve the quality of the evaluation while ensuring consistency. We analyzed and evaluated the difference from the past evaluation results by combining these individual interviews conducted by a third-party organization to receive candid opinions with data aggregation and analysis by the third-party organization to conduct evaluation while ensuring objectivity.

● Persons subject to evaluation:
Directors and Audit & Supervisory Board Members

● Evaluation method:
Persons subject to evaluation draft their answers to the "Self-Evaluation Questionnaire" and are interviewed by a third-party organization. The answers and contents of the interviews are compiled and analyzed by the third-party organization.

● Content of the Self-Evaluation Questionnaire:
Proposed evaluation items were created in light of the appropriate roles of the Board of Directors of the Company and its functional enhancement. Then the questionnaire was prepared by narrowing down the evaluation items, taking into account opinions of an outside expert, which is a third-party organization, and based on the analysis and consideration of factors, such as the internal and external environment surrounding JVCKENWOOD.

 

2. Summary of the results of evaluation on effectiveness of the Board of Directors

  • It can be concluded that the Company's Board of Directors as a whole has achieved a satisfactory level of effectiveness.
  • Strengths of the Company's Board of Directors and points of improvement compared with last year
    1. (1) The Chairman of the Board of Directors, who is an external Director, manages the agenda in an appropriate and fair manner, creating an equal and cooperative atmosphere in which all Directors, both inside and outside the company, actively participate in the proceedings
    2. (2) A sincere attitude toward the evaluation of the effectiveness of the Board of Directors, and toward improvement based on the results of the evaluation
    3. (3) Arrangement of the agenda for the Board of Directors meetings (reduction of reporting items and categorization of the agenda)
  • Measures to improve the effectiveness of the Board of Directors
    The Company will improve the effectiveness of the Board of Directors by examining information obtained through individual interviews in this evaluation of the effectiveness of the Board of Directors from the perspectives of Internal Directors, External Directors and Audit & Supervisory Board Members, identifying measures to be taken in the future by the Board of Directors, and discussing their results at the Board of Directors meetings.

 

[For reference: JVCKENWOOD Corporate Governance Policy]

(Evaluation of the Board of Directors)
Article 17

1. The Board of Directors shall conduct an analysis and evaluation on its effectiveness as a whole, and disclose a summary of the results.

2. In relation to the evaluation of the effectiveness of the Board of Directors, in order to elicit honest opinions and conduct an evaluation while ensuring objectivity, the Board of Directors shall employ a method involving aggregation and analysis by a third-party organization, and in addition analyze and assess changes from the previous evaluation, with regard to each Director's and Audit & Supervisory Board Member's self-evaluation.
[Supplementary Principle 4-11 (3) Information to be disclosed]


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