Evaluation of the effectiveness of the Board of Directors
In order to verify that the Board of Directors is appropriately fulfilling the duties expected of it, and to strive for improvement, Mercari carries out an evaluation of the effectiveness of the Board of Directors every year. This page contains an overview of the process and results of the Board of Directors effectiveness evaluation for FY2021.
The evaluation process used in the FY2021 Board of Directors effectiveness evaluation is as follows.
- Discussion of the course of action for carrying out the effectiveness evaluation (June 2021)
- Objectives of carrying out the evaluation for FY2021
- Evaluation procedures
- Evaluation schedule
- Items to be evaluated
- Distribution of surveys to and advance hearings with directors and Audit and Supervisory Board members (August 2021)
- Discussion of the results of surveys and advance hearings at the Board of Directors meeting (September 2021)
- Report of the improvement plan based on the results of the discussion (October 2021)
The items listed below were evaluated both quantitatively and qualitatively, with respondents asked to evaluate each item on a three- or four-point scale as well as fill in a free-response section.
- Duration of Board of Directors meetings
- Time deliberating matters requiring resolution
- Explanation of matters requiring resolution
- Explanation of matters reported
- Open discussion outside of Board of Directors meetings
- Response to findings within Board of Directors meetings
- Agendas of matters to be reported and/or discussed
- Added value of discussions
- Quality and quantity of onboarding
- Implementation of advance explanations
- Exchange of opinions with stakeholders
- Exchange of opinions between external executives
- Overall evaluation
Evaluation results and improvement plan
Overall, we confirmed that the Board of Directors is to a certain degree fulfilling Mercari’s objectives in its role as a monitoring board. However, to enrich deliberations and improve the effectiveness of the Board of Directors, we decided to carry out the following measures.
- Work to delegate authority so that the Board of Directors can focus on more strategic discussions, as well as improve the format of the presentation materials used in Board of Directors meetings to be more suitable to discussion
- Improve the onboarding program for new directors
- Set appropriate roles and meetings to encourage more exchange of opinions between outside directors and Audit and Supervisory Board members
- Increase information reporting deemed necessary for discussions of company-wide strategies
Mercari will use the results of the effectiveness evaluation and the various recommendations received from the directors to continue to work toward improving the effectiveness of the Board of Directors.