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Board of Directors Evaluation

Board of Directors Evaluation

Basic Effectiveness Evaluation Process
Initiatives That Underwent Effectiveness Evaluation and Their Results
Backup system for improving the effectiveness of Independent Directors and Independent Auditors

IHI has been evaluating the performance of the Board of Directors annually in principles since fiscal 2015 to further its effectiveness. The next evaluation of the Board of Directors is scheduled to be conducted during fiscal 2024.

Basic Effectiveness Evaluation Process

Initiatives That Underwent Effectiveness Evaluation and Their Results

	Items	Results	Initiatives in Response to Evaluation Results
FY2022 Evaluation	Self-evaluation Questionnaire analysis Interview with all Officers	<Overall evaluation> Effectiveness is ensured <Identified issues> More comprehensive deliberation and reporting of specific management strategies and important monitoring items From the standpoint of succession planning, expanding points of communication between Independent Directors who are members of the Nomination Advisory Committee and Executive Officers Provide information to Independent Officers and further improve communication between Officers as a basis for deepening deliberations	Management of the Board of Directors in FY2023 The most important theme to be debated throughout the year is the transformation of our business portfolio set forth in the Group Management Policies 2023 Planned debate of the other important Company-wide measures of human talent strategy and DX strategy Expanding dialogue between Independent Officers and Executive Officers Review of standards for discussion by the Board of Directors to enhance matters to be reported Provide information to Independent Officers and further improve communication with Independent Officers (office visits, meetings to exchange opinions, etc.)
FY2023 Evaluation	Self-evaluation Questionnaire analysis Interview with all Officers	<Overall evaluation> Effectiveness is ensured <Identified issues> Further enhancement of discussions on the composition of the Board of Directors, succession planning, roles and role allocation, etc., which are prerequisites for the Board of Directors to exercise its monitoring and supervisory functions Ensuring deliberation time and further deepening discussions on important issues to be discussed at the Board of Directors Expansion of information provision for appropriate decision-making Restructuring of effective Group governance based on reflection of the misconduct by a consolidated subsidiary of IHI	Management of the Board of Directors in FY2024 Discussions on the future vision and the way of monitoring and supervisory functions of the Board of Directors Setting of the management agenda for the fiscal year 2024 by the executive side and discussions at the Board of Directors based on this (“transformation of the business portfolio” and “enhance Group governance,” etc.) Creation of documents that clearly organize the issues to be discussed and enhancement of information provision to Independent Directors

Items

Results

Initiatives in Response to Evaluation Results

FY2022 Evaluation

Self-evaluation

Questionnaire analysis
Interview with all Officers

<Overall evaluation>

Effectiveness is ensured

<Identified issues>

More comprehensive deliberation and reporting of specific management strategies and important monitoring items
From the standpoint of succession planning, expanding points of communication between Independent Directors who are members of the Nomination Advisory Committee and Executive Officers
Provide information to Independent Officers and further improve communication between Officers as a basis for deepening deliberations

Management of the Board of Directors in FY2023

The most important theme to be debated throughout the year is the transformation of our business portfolio set forth in the Group Management Policies 2023
Planned debate of the other important Company-wide measures of human talent strategy and DX strategy
Expanding dialogue between Independent Officers and Executive Officers
Review of standards for discussion by the Board of Directors to enhance matters to be reported
Provide information to Independent Officers and further improve communication with Independent Officers (office visits, meetings to exchange opinions, etc.)

FY2023 Evaluation

Self-evaluation

Questionnaire analysis
Interview with all Officers

<Overall evaluation>

Effectiveness is ensured

<Identified issues>

Further enhancement of discussions on the composition of the Board of Directors, succession planning, roles and role allocation, etc., which are prerequisites for the Board of Directors to exercise its monitoring and supervisory functions
Ensuring deliberation time and further deepening discussions on important issues to be discussed at the Board of Directors
Expansion of information provision for appropriate decision-making
Restructuring of effective Group governance based on reflection of the misconduct by a consolidated subsidiary of IHI

Management of the Board of Directors in FY2024

Discussions on the future vision and the way of monitoring and supervisory functions of the Board of Directors
Setting of the management agenda for the fiscal year 2024 by the executive side and discussions at the Board of Directors based on this (“transformation of the business portfolio” and “enhance Group governance,” etc.)
Creation of documents that clearly organize the issues to be discussed and enhancement of information provision to Independent Directors

Backup system for improving the effectiveness of Independent Directors and Independent Auditors

At IHI, Independent Directors and Independent Audit & Supervisory Board Members are briefed on the content and background of agenda items prior to monthly Board of Directors, and off-site meetings and others separate from Board of Directors are organized in order to provide opportunities for discussion regarding medium- to long-term strategies which include business portfolios, among others.
Furthermore, the Company also provides tour opportunities of its business locations, construction sites, and so on with the aim of deepening understanding of its business practices and products. In fiscal 2023, the Company set up tours of a vehicle turbocharger manufacturing base and an elevated expressway bridge construction site.
The Audit & Supervisory Board secretariat assists the Independent Audit & Supervisory Board Members in executing their duties, and the Standing Audit & Supervisory Board Members report on the status of daily audits and share information.

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