Decision-making process and structure

Basic ideas and policies

Showa Denko aims to achieve sustainable corporate growth and to increase its mid- to long-term corporate value. To this end, as its responsibility and role, the Board of Directors is expected to build a system to make decisions in a transparent, fair, prompt and fearless manner and to supervise the management of the system. At Showa Denko, directors evaluate the effectiveness of the Board of Directors as a whole, and the outline of the evaluation results is disclosed to the public.

Materiality KPI

Evaluation of the effectiveness of the Board of Directors and the continued disclosure of information about improvements made based on the results

Results of KPI

Evaluation method

Regarding the effectiveness of the Board of Directors in 2019, we conducted a survey in January 2020, in which the directors and Audit & Supervisory Board members answered questions and made free comments. Then, based on the results, the Board of Directors conducted discussions at its meeting held in March 2020. In order to ensure the objectivity of the survey and further increase the effectiveness of the Board of Directors, the survey is conducted and the results are tabulated by an external organization.

Evaluation results

Based on the survey results and discussions conducted at its meetings, the Board of Directors has confirmed as follows: mem-bers who have diverse experience and expertise make the Board highly effective by taking broad views and having diverse values, and proactive and constructive discussions have been conducted, with the Board taking sufficient time to deliberate the items, for which reference materials are distributed and explanations are made in advance of the meetings.

  1. (1)Evaluation of the FY2019 plan implementation results in consideration of the results for the previous year
    • As for priority items, such as progress with the medium-term business plan and review of the management strategies, establishment and improvement of the CSR and compliance systems in response to business globalization, and others, Board members have been continuing the discussions in order to share ideas about the changes made to the business environment, etc.
    • For even more efficient management of the Board meetings, use of IT systems, such as a paperless conference system, and the enhancement of the secretariat’s functions have been promoted.
    • Deeper discussions are needed on the management strategies, governance system and group management, toward the full integration of Showa Denko Materials Co., Ltd. (former Hitachi Chemical Co., Ltd.).
    (Free coments)
    • Discussion opportunities have increased as more time is now spent on discussions at the biannual opinion exchange meetings.
    • The rules on the Board of Directors are reviewed as needed.
    • In 2019, for the implementation of the new medium-term business plan, “The TOP 2021,” we discussed the issues proac-tively at the Board meetings and opinion exchange meetings.
  2. (2)Action plan for 2020
    According to the action plan for FY2020, participants in the Board meetings and the opinion exchange meetings held with the par-ticipation of all directors will further deepen the discussions about the management strategies, governance system and group management, while continuing to implement measures to enhance the management of the meetings.

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