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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 since fiscal 2015 to further its effectiveness.
The next evaluation of the Board of Directors is scheduled to be conducted during fiscal 2025.

Basic Effectiveness Evaluation Process

Initiatives That Underwent Effectiveness Evaluation and Their Results

	Items	Results	Initiatives in Response to Evaluation Results
FY2023 Evaluation	Self-evaluation Questionnaire analysis by a third-party evaluation agency Interviews with all Officers by the secretariat	<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	Management of the Board of Directors in FY2024 Discussions on the way of monitoring and supervisory functions of the IHI 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 Creation of documents that clearly organize the issues to be discussed and enhancement of information provision to Independent Directors
FY2024 Evaluation	Third-party evaluation Questionnaire analysis by a third-party evaluation agency and interviews with all Officers, and an overall evaluation based on these efforts	<Overall evaluation> Key managerial decision-making and monitoring processes are operating efficiently <Identified issues> Further enhancement of discussions on medium- and long-term strategies such as business portfolios and business model construction, as well as matters important to management (human resources strategies, group governance, risk management, etc.) Making full use of the limited time available at Board of Directors meetings	Management of the Board of Directors in FY2025 Maintain sufficient opportunities for discussion by setting agenda items on matters important to management throughout the year, with a focus on discussions on creating a new medium-term management policy Implement operational innovations and improvements to make full use of the limited time available at Board of Directors meetings and ensure fruitful dialogue

Items

Results

Initiatives in Response to Evaluation Results

FY2023 Evaluation

Self-evaluation

Questionnaire analysis by a third-party evaluation agency
Interviews with all Officers by the secretariat

<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

Management of the Board of Directors in FY2024

Discussions on the way of monitoring and supervisory functions of the IHI 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
Creation of documents that clearly organize the issues to be discussed and enhancement of information provision to Independent Directors

FY2024 Evaluation

Third-party evaluation

Questionnaire analysis by a third-party evaluation agency and interviews with all Officers, and an overall evaluation based on these efforts

<Overall evaluation>

Key managerial decision-making and monitoring processes are operating efficiently

<Identified issues>

Further enhancement of discussions on medium- and long-term strategies such as business portfolios and business model construction, as well as matters important to management (human resources strategies, group governance, risk management, etc.)
Making full use of the limited time available at Board of Directors meetings

Management of the Board of Directors in FY2025

Maintain sufficient opportunities for discussion by setting agenda items on matters important to management throughout the year, with a focus on discussions on creating a new medium-term management policy
Implement operational innovations and improvements to make full use of the limited time available at Board of Directors meetings and ensure fruitful dialogue

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 2024, the Company set up tours of domestic works and business sites, as well as overseas business development hubs.
In addition, an Audit & Supervisory Board secretariat assists Audit & Supervisory Board Members in executing their duties. The secretariat assists Independent Audit & Supervisory Board Members, and Standing Audit & Supervisory Board Members report to them on the status of daily audits to share information.

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