The Board of Directors consists of the Representative Director, President and CEO, three executive directors, and five outside directors (nine members in total). Board members are selected so that the majority are outside directors. We aim to improve management transparency by revitalizing the Board as a decision-making body, developing a system to prevent fraud, and strengthening the management oversight function over the management team.At the Board meetings, executive directors make regular reports on the status of their execution of duties and business performance. All directors engage in lively discussions on priority issues in response to changes in the business environment. Specifically, directors share issues related to the enhancement of human capital, discuss how to deploy talent, and share and discuss the latest technology and security issues. In each of these, the executive directors and outside directors discuss and consider matters that contribute to Simplex Group's medium- and long-term development from their own perspectives, rather than focusing solely on short-term performance trends.Outside directorsBoard of Directors meetingAudit and Supervisory Committee meetingNomination/Compensation Committee meetingThe Executive Committee consists of the representative director, president and CEO and three executive directors. As an advisory body to a representative director, president and CEO, the Executive Committee meets at least twice a month in principle so that they can deliberate and assess important matters on the execution of the Company's business. By discussing a wide range of management issues, large and small, we have developed a system that can respond to the rapidly changing IT industry and flexibly implement corporate strategies.rate100%100%100%– All individual compensation of directors (excluding Audit and Supervisory – The Nomination/Compensation Committee shall determine the proposed – The Nomination/Compensation Committee shall make a proposal on bonuses – Bonuses as cash compensation shall be paid within three months after the The policy for determining the individual compensation for directors (excluding Audit and Supervisory Committee members) is resolved by the Board of Directors as per the proposal prepared in advance by the Nomination/Compensation Committee. The specific decision-making policy is as follows.The Board of Directors has confirmed that the method of determining the details of the compensation, and the details of the individual compensation for directors (excluding Audit and Supervisory Committee members) for the fiscal year ended March 31, 2024 are consistent with the decision policy approved by the Board of Directors and therefore, determined that the compensation is in line with the decision policy.Director Candidate Selection and Dismissal Policy and ProcessWith respect to the election of directors, the Company selects candidates who are of excellent character and insight, and who possess a wealth of experience and expertise appropriate for serving as directors of the Company. In addition, for the election and dismissal of directors, the Nomination/Compensation Committee, whose majority of members are outside directors, has been established as an advisory body to the Board of Directors to make initial proposals. In addition, in the notice of convocation of the General Meeting of Shareholders, the reasons for electing each candidate as a director are explicitly stated.Policy and Process for Determining Director CompensationCompensation for directors (excluding Audit and Supervisory Committee members) is initially discussed by the Nomination/Compensation Committee, and then determined by the Board of Directors based on the content of the Committee’s report. This is subject to the maximum amount of compensation determined by a resolution of the General Meeting of Shareholders. Compensation for directors serving as Audit and Supervisory Committee members is decided through discussions among all Audit and Supervisory Committee members.Committee members) shall be paid in the form of monthly cash compensation and bonuses that are not linked to performance.amount of monthly cash compensation based on comprehensive consideration of factors such as position, responsibilities, years in office, individual contributions, and the Company’s business performance.as cash compensation when it deems it necessary to provide appropriate incentives after comprehensively considering the Company’s business performance and other factors.end of the fiscal year.50Independent directorsFemale directorsNumber of meetings heldAttendance 13 times14 times2 timesBoard Composition (as of June 30, 2024)Number of meetings held and attendance rateBoard of DirectorsExecutive CommitteeNomination/Compensation CommitteeIn order to enhance the transparency and objectivity of the deliberation process in the election and dismissal of directors and the compensation system, a voluntary Nomination/Compensation Committee has been established as an advisory body to the Board of Directors. Matters on the election and dismissal of directors and compensation are first heard by the Nomination/Compensation Committee, and then determined at the Board meeting based on the content of the Committee’s report. The Nomination/Compensation Committee consists of at least three members elected from among the directors of the Company, with the majority of committee members being outside directors.Analysis and evaluation of the Board effectivenessDuring the fiscal year ended March 31, 2023, we analyzed and evaluated the Board effectiveness as a whole based on each director's self-assessment. As a result, the Board was evaluated as having effective governance and efficient operation, thereby ensuring effectiveness, given that the majority of the Board members consists of outside directors with diverse experience and knowledge. At the same time, there were requests for the appointment of more diverse talent, considering gender diversity, and for more information sharing on medium- to long-term corporate strategies.56%56%11%
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