Governance

Board of Directors meetings held

In fiscal 2020, the Board of Directors met 14 times, and the attendance rate of outside directors was 100%.

Evaluation of the Effectiveness of the Board of Directors

In March 2021, the Company provided a questionnaire to all directors sitting on the Board and to Audit and Supervisory Board members who attended Board meetings. Responses were delivered directly to an external organization, thereby ensuring anonymity.

An analysis, discussion, and evaluation took place at a regular meeting of the Board of Directors in June 2021 based on the organization’s aggregated results report.

A summary of these results

Overall evaluation	The Board of Directors was evaluated positively for the frequency and operation of Board meetings, ensuring the effectiveness of the Board of Directors as a whole.
Issues	Some opinions called for continued efforts to address issues highlighted in the previous fiscal year’s evaluation, namely, to increase investigations into companywide risk assessment methods and issues related to dialogue with stakeholders. Opinions were also made expressing the need for the continued acquisition of knowledge, the continued improvement of communication between inside directors and outside directors and the securing of time for reviewing agenda items.

Overall evaluation

The Board of Directors was evaluated positively for the frequency and operation of Board meetings, ensuring the effectiveness of the Board of Directors as a whole.

Issues

Some opinions called for continued efforts to address issues highlighted in the previous fiscal year’s evaluation, namely, to increase investigations into companywide risk assessment methods and issues related to dialogue with stakeholders.
Opinions were also made expressing the need for the continued acquisition of knowledge, the continued improvement of communication between inside directors and outside directors and the securing of time for reviewing agenda items.

Audit & Supervisory Board meetings held

There were 19 meetings of the Audit and Supervisory Board in fiscal 2020.

A summary of the attendance rate

Name	Number of meetings held during term	Number of meetings attended
YUKITAKE Katsuya *1	6	6
KOBAYASHI Hidefumi *2	19	19
KINOSHITA Hiroshi *3	13	13
TAKEDA Jin	19	19
EGAWA Shigeru	19	19

*1. Mr. Yukitake retired from his position following the 117th General Meeting of Shareholders held on June 24, 2020.
*2. Mr. Kobayashi retired from his position following the 118th General Meeting of Shareholders held on June 24, 2021.
*3. Mr. Kinoshita was appointed to his position following the 117th General Meeting of Shareholders held on June 24, 2020.

Remuneration for Directors and Audit and Supervisory Board Members

Total Remuneration for Directors and Audit and Supervisory Board Members with Subtotals for Each Type of Remuneration and Numbers of Recipient

Classification	Total remuneration paid (Millions of yen)	Remuneration paid by type (Millions of yen)			Recipients (People)
Classification	Total remuneration paid (Millions of yen)	Fixed basic remuneration (People)	Performance-based remuneration	Retirement bonuses	Recipients (People)
Directors *1	353	241	112	―	6
Audit and Supervisory Board members *2	26	26	―	―	2
Outside directors and Outside Audit and Supervisory Board members	69	60	8	―	5

*1 Excluding outside directors
*2 Excluding outside Audit and Supervisory Board members

Cross-Shareholdings

In fiscal 2020, decisions to continue or discontinue holdings of all of the listed shares possessed by the Company were verified by the Board of Directors during a meeting held on December 11, 2020. These decisions were arrived at by weighing transaction status, materiality, dividend results, and other factors against capital costs. As a result of this process, we sold a portion of the shares of one company within the fiscal year under review.

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