Summary of Board Effectiveness Evaluation Result

Asahi Yukizai Corporation annually analyzes and evaluates the effectiveness of the Board of Directors (BoD) using questionnaires from the directors.
We completed the evaluation of the effectiveness of the BoD in the 2024 fiscal year and disclose the summary below.

1. Method of Evaluation

We evaluated the effectiveness of the BoD as follows:

(1) Questionnaire Survey

We collected the questionnaires from all nine directors between March and May 2025.

[Sections of the questionnaires]

The main sections of the questionnaires were as follows, and respondents were required to evaluate on a scale of 1 to 5 or in a free format.

  1. I. The role and function of the BoD.
  2. II. The number and composition of the directors.
  3. III. The operation and discussion of the BoD.
  4. IV. The evaluation of the committees.
    1. A. The Nomination and Remuneration Committee.
    2. B. The Risk Management Committee.
    3. C. The Sustainability Promotion Committee.
  5. V. The relationship with investors and shareholders.
  6. VI. The evaluation of improvements in the BoD compared with that of the previous evaluation.
  7. VII. Self-evaluation.
  8. VIII. Others.

(2) Discussion at the Board Meeting

At the BoD meeting held in May 2025, the results of the calculation and analysis of the above questionnaires were reported,
and the BoD discussed and evaluated its effectiveness as stipulated in the following clause.

2. Summary of Evaluation Results

As a result of the discussion, the BoD confirmed the following points regarding its effectiveness.

  1. ・To improve the effectiveness of the BoD, it is advisable to shift toward a model that places greater emphasis on monitoring.
    Accordingly, we need to consider the following themes:
    1. -Amend the rules governing the BoD's agenda, delegate decision-making authority on executive matters to CxOs,
      and shift the BoD's focus to overall strategic direction and monitoring.
    2. -Clearly separate the roles of execution and monitoring, and discontinue the current practice of holding the BoD and the Officers Meeting concurrently.
    3. -Establish an annual schedule of key discussion themes, prepare thoroughly for each topic, and conduct meaningful discussions at BoD meetings.
    4. -Consider improving executive meetings, including the Officers Meeting.
  2. ・It is advisable to improve information sharing and communication between the BoD and the Nomination and Remuneration Committee.
  3. ・It is advisable to reconsider the roles of the Risk Management Committee and the Sustainability Promotion Committee,
    both of which report directly to the BoD, and their relationship, and improve information sharing and communication between the BoD and the two committees.

3. Actions

To further enhance the effectiveness of the BoD, we will continue to advance our efforts regarding the above points it has confirmed.