Corporate Governance
Latest Update : Dec.8, 2025
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Independent Outside Directors' Message (August 2025)
Since the publication of the Corporate Governance Code in 2015, the evaluation of the effectiveness of the Board of Directors has become an established practice at listed companies. At MinebeaMitsumi, we have also been conducting such evaluations since fiscal 2015 through year-end questionnaires. However, merely conducting effectiveness evaluations annually does not improve the functions of the Board of Directors. What is important is how the results of questionnaires are interpreted and applied to enhance the Board's functions.
Characteristics of our Board of Directors
For a company with a very large number of group companies and businesses, the matters requiring resolution by the Board of Directors are extensive. As stipulated by laws and the Company's rules and regulations, they include a vast number of execution matters. As a result, the Board of Directors spends much of its time handling resolutions related to current execution matters, leaving little room for active discussions on other issues. To be clear, as a company known for frequent M&A, both the Company and group companies bring M&A projects to the Board of Directors as execution matters. For such proposals, thorough explanations are customarily provided in advance to Independent Outside Directors, leading to substantive questions and discussions at the Board. Consequently, the Board functions as a forum for substantive discussion at least regarding M&A proposals. That said, M&A proposals are short-term execution matters. Discussions at the Board of Directors on such proposals do not extend to the Company's overall long-term growth strategies.
Shift in awareness in March 2025 questionnaire
I assume there are opportunities for Internal Directors to discuss long-term management issues among themselves. However, since such discussions are not always visible to Independent Outside Directors, over the past year or two, we Independent Outside Directors have suggested having opportunities for all Directors to discuss long-term management issues separately from execution matters. Gradually, such opportunities outside the framework of the Board of Directors have become available. Notably, in the questionnaire for effectiveness evaluation conducted in March 2025, comments emerged from Internal Directors suggesting that discussing long-term issues among all Directors would enhance the effectiveness of the Board. Specifically, in response to the question "What discussions would be effective in enhancing the Board of Directors' discussions and achieving sustainable corporate value improvement?", more than half of the executive Internal Directors pointed to longer-term themes. These included growth strategies, management strategies to maintain long-term competitive advantages, the direction the Company should take based on its growth strategy and other considerations, the basic direction of portfolio transformation, and the future direction MinebeaMitsumi should take. This was not observed in last year's questionnaire, and I view it as a notable shift in awareness.
Toward the next step in effectiveness evaluation
Discussing such themes will undoubtedly raise the effectiveness of the Board of Directors to a higher level. By engaging all Directors in such discussions, Internal Directors and Independent Outside Directors can collaborate on a long-term management direction that enhances corporate value. Independent Outside Directors will also gain a clearer understanding of the relationship between growth strategies and individual execution matters. This will allow us to more effectively fulfill our monitoring function when making resolutions at the Board. That is how the results of effectiveness evaluations can be applied. Board effectiveness cannot be transformed overnight. However, by steadily addressing the issues identified through effectiveness evaluations, even step by step, we are confident that the effectiveness of the Board of Directors will improve.
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