Since June 2023, the Board of Directors has consisted of eight members (including four independent outside directors), a reduction of one member. To further strengthen our governance system, we have increased the number of independent outside directors by one, with independent outside directors now accounting for half of the Board, and from the perspective of expertise and diversity, we have one non-Japanese director and two female directors. In addition to making decisions on matters prescribed by laws, basic management policies and strategies, and other important matters, the Board supervises business execution. The Company has established an executive officer system, under which some of the business execution functions of directors are delegated to executive officers (20 persons), in order to strengthen the supervisory function of the Board of Directors and ensure speedy business execution. Furthermore, by establishing the Management Strategy Committee, we have created a framework to ensure that discussion and decision-making on basic policies and priority measures concerning business management and operations are conducted in a timely and accurate manner. Matters of particular importance are discussed by the Management Strategy Committee and then thoroughly discussed by the Board of Directors before a decision is made on whether or not to proceed.

The Company has adopted a corporate auditor system. Corporate auditors hold Board of Corporate Auditors meetings to consolidate audit opinions. In addition, they monitor and verify the development and operation status of the internal control system, and take necessary measures such as giving advice and recommendations to directors and executive officers as needed. Furthermore, all four corporate auditors, including two outside corporate auditors, attend Board of Directors meetings, and the two full-time corporate auditors also attend important internal meetings including the Management Strategy Committee, expressing opinions from a neutral standpoint and auditing the business execution of directors and executive officers.

Kanadevia established the Nomination and Remuneration Advisory Committee as a voluntary advisory body in 2018 with the aim of ensuring objectivity and transparency of procedures and fulfilling accountability by having important matters related to the nomination of director and corporate auditor candidates, appointment and dismissal of the President and Representative Directors, and remuneration of directors deliberated and answered by a voluntary committee before being deliberated and decided by the Board of Directors.
The committee consists of seven members in total, with independent outside director as the chairperson, and includes the other three independent outside directors, two outside corporate auditors, the Chairperson of the Board CEO. By obtaining appropriate involvement and advice from six outside officers, we aim to ensure transparency, appropriateness, and objectivity in officer personnel matters and director remuneration.

Based on the belief that identifying issues related to the functions and operations of the Board of Directors and actively working on improvements will contribute to strengthening corporate governance and ultimately enhancing corporate value, we have been conducting evaluations of the effectiveness of the Board of Directors once per fiscal year since FY2016.

We conducted questionnaires targeting all directors and corporate auditors. See the Corporate Governance Report for the specific evaluation procedures and schedule are as follows.

Multiple questions were asked in each of the following five categories, which were rated on a five-point scale and in an open-ended format.
Questionnaire items are determined based on issues at the Company as well as changes in the external environment.