Board of Directors
Our Board of Directors comprises five outside directors and two internal directors, totaling seven directors. In principle, the Board holds 10 regular Board meetings per year. At these meetings, directors have a lively discussion, and independent directors draw on their ample management experience and international perspectives to supervise and offer advice to the executive officers in the execution of their duties from a wide range of viewpoints. Also at the meetings, besides approving major business plans, detailed information is provided to independent directors through such means as presentations by division managers regarding products and the competitive environment.
HOYA conducts an annual questionnaire survey of independent directors for the purpose of evaluating the effectiveness of the Board of Directors as well as identifying any related issues.
Results of evaluation of the Board of Directors
The Board of Directors is satisfied that certain actions have been taken with regard to the issues identified as major challenges in the previous evaluation of the effectiveness of the Board of Directors, but recognizes that further efforts are needed.
| Good | “The Board is composed of an appropriate mix of members, each of whom fulfills their respective roles and contributes to enhancing the overall effectiveness of the Board. ” |
| Good | “Discussions on the medium- to long-term strategic direction, including business portfolio transformation, have deepened, supported by timely and appropriate reporting from the executive team.” |
| Good | “Discussions regarding the CEO succession plan have further deepened.” |
| Good | “Discussions on sustainability-related risks have progressed.” |
| Average | “Continued discussion is required on the optimal framework for the Group, as well as on investment and risk management from a medium- to long-term perspective.” |
At HOYA, directors are required to maintain a board attendance rate of at least 75% as a condition for reappointment. In fiscal year 2025, one director recorded an attendance rate of 90%, while all other directors achieved a 100% attendance rate. HOYA considers that there are no concerns regarding the number of concurrent positions held at other companies.