Evaluation on Effectiveness of the Board of Directors



May 14, 2025
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 2025.

 

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

This is the tenth 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) Constructive and vigorous discussions aimed at improving corporate value in a free, equal and positive atmosphere
    2. (2) Readiness to continuously work sincerely on the growth of governance and the evaluation of the effectiveness of the Board of Directors, and towards the making of improvements based on the results of such evaluations
    3. (3) Deepening the discussion from a short-term/medium-term focus to a long-term perspective
    4. (4) Redefining executive training and off-site meetings
  • Measures to improve the effectiveness of the Board of Directors
    By changing the organizational design of the Company to a Company with an Audit & Supervisory Committee in June 2025, in addition to redefining the functions and roles of the Board of Directors and evaluating how authority is delegated, we will work toward agenda-setting and efficient meeting administration at the Board of Directors. We are also moving forward with discussions aimed at medium- to long-term board succession.
    The information obtained in individual interviews during the evaluation of the effectiveness of the Board of Directors will be examined from the three perspectives of Inside Directors of the Board, Outside Directors of the Board, and Audit & Supervisory Board Members, future measures sought for the Board of Directors will be identified, and discussions on the results of this will be held at the Board of Directors; through this, it is aimed to improve the effectiveness of the Board of Directors.

 

[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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