Corporate Governance

Board of Directors

Board of Directors

Our Board of Directors comprises five outside directors and one internal director, totaling six 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

Good “Board of Directors’ meetings had an atmosphere of openness and actively exchanged opinions.”
Good “Independent directors expressed questions and opinions from various angles on executive officers’ proposals.”
Good “There was no issue with regard to the effectiveness of its supervisory functions.”
Average “Deliberations on medium- to long-term management strategies and risk management need to be deepened further.”
Average “Adequate discussions on the diversity of directors and management's succession planning need to be promoted on an ongoing basis.”

At HOYA, directors are required to maintain an attendance ratio at meetings of the Board of Directors at or above 75% as one of the preconditions for reappointment as a director. For fiscal 2020, the attendance ratio of five directors was 100% and one director was 88.9%, and there was no problem with regard to the number of positions of other companies that were held concurrently by any of the directors.