In order to verify that the Board of Directors appropriately fulfills 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.

Based on the results of the FY2021 evaluation, we carried out the following measures to enrich deliberations and improve the effectiveness of the Board of Directors.

• Delegate authority effectively 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 group-wide strategies

The overview of the Board of Directors effectiveness evaluation for FY2022 is as follows.

Evaluation process

The evaluation process used in the FY2022 Board of Directors effectiveness evaluation is as follows.

• Discussion of the course of action for carrying out the effectiveness evaluation (February 2022)
  • Objectives of carrying out the evaluation for FY2022
  • Evaluation procedures
  • Evaluation schedule
  • Items to be evaluated
• Distribution of surveys to and advance hearings with directors and Audit and Supervisory Board members (February and July 2022)
• Discussion of the results of surveys and advance hearings at the Board of Directors meeting (March and August 2022)
• Report of the improvement plan based on the discussion (March and September 2022)

Items evaluated

The items listed below were evaluated both quantitatively and qualitatively, with respondents asked to rate each item as well as fill in a free-response section.

• Duration of Board of Directors meetings
• Time deliberating matters to be resolved
• Explanation of matters to be resolved
• Explanation of matters to be 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 amount of onboarding
• Presentation of advance explanations
• Exchange of opinions with stakeholders
• Exchange of opinions between outside directors and Audit & Supervisory Board members
• Overall evaluation

Evaluation results and improvement plan

Overall, we were recognized for our initiatives (extending time for deliberation, holding offsites, etc.) to improve how effectively the Board of Directors fulfills Mercari’s objectives in its role as a monitoring board. To further enrich deliberations and improve the effectiveness of the Board of Directors, we have decided to carry out the following measures going forward.

• Create opportunities to spend time on focused discussions about our business strategy and ESG strategy, keeping in mind connections with the roadmap
• Create and make use of mechanisms that enable participants to frequently and proactively propose management agenda items and strategic themes that should be discussed
• Continue to improve administration methods and document formats to facilitate active and smooth discussions
• Further enhance onboarding for new directors

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.