Effectiveness Evaluation

In order to improve the effectiveness of the Board of Directors, an evaluation of all directors except the CEO has been conducted using a questionnaire method every year since FY2016. A third-party organization has conducted the questionnaire survey and analyzed the responses since FY2022.
The results of their evaluation are reported to the Board of Directors, whose members share the issues identified and continuously strive to make improvements.

Target members

All directors except the CEO

Evaluation method

Anonymous 5-point questionnaire

Number of questions

40

Survey period

February 2026

Response status

All targets answered

Questionnaire evaluation items

・Roles and responsibilities of the Board of Directors
・Size and composition of the Board of Directors
・Deliberation and management at the Board of Directors
・Succession plan
・Design and operation of organizations such as the Board of Directors
・Relationship and dialogue with shareholders

■Results of effectiveness evaluation in FY2026

In the effectiveness evaluation conducted in February 2026, the performance of outside directors was highly rated in both peer comparisons and year-on-year comparisons, confirming that the Board is functioning effectively. The evaluation also noted improvements compared with the previous year in opportunities for discussions with a focus on profitability and capital efficiency.
On the other hand, there were expectations for further enhancement of secretariat support and opportunities for dialogue among outside directors. Additionally, challenges were identified regarding the effectiveness of the Nominating and Remuneration Committee.

In response to these evaluation results, in FY2027 we will increase the number of meetings for exchanges among outside directors and work to enhance their content.
In addition, alongside the early distribution of meeting materials, the secretariat will strengthen its support structure by providing upplementary information-sharing and briefing opportunities, thereby further enhancing the effectiveness of the Board of Directors.

Number of items below the industry average

7 (22% of total)

Items improved compared to FY2025

13 (41% of total)

Change in average effectiveness evaluation score

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Major Issues and Initiatives for FY2026

Issues

Initiatives

Exchange of views among outside directors

•Held informal gatherings outside of Board meetings
•Revised the practice to hold outside Directors’ exchange opportunities to twice a year

Timing of materials distribution

•Advance the timing of material distribution: Provide materials promptly following the conclusion of Top Management Meetings
•Transition from email attachments to link sharing via access-controlled folders

Discussions on profitability and capital efficiency

•Discussed the structure of the new medium-term management plan and incorporated a focus on capital efficiency into the Plan

Activities of the Nominating and Remuneration Committees / Involvement in succession planning

•Changed the chairperson to an outside director
•Confirmed progress on succession plans for Top Management through the Nominating Committee

Diversity of core human resources / Enhanced ESG initiatives and involvement

•Outside directors participated as instructors in the IDEC Leadership Challenge Program for developing future manager candidates
•Reported on the status of initiatives undertaken by the Sustainability Committee

Dialogue with shareholders (investors)

•Conducted reports on SR/IR activities

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Major Issues and Initiatives for FY2027

Issues

Initiatives

Exchange of views among outside directors

•Hold outside Directors’ exchange meetings twice a year
•Create opportunities for information sharing, discussions, and interaction involving executive officers and younger employees, including discussion and Q&A sessions

Discussions on management strategy and the medium-term management plan

•Invite participation in company-wide policy briefings and establish opportunities for interaction with functional heads to deepen understanding and engagement

Support framework, including timing of materials distribution

•Set appropriate time allocations for meeting agendas and control the progress of discussions
•Provide meeting materials at an earlier stage and offer supplementary explanations of information necessary for deliberations
•Creates opportunities for sharing information outside Board of Directors meetings (policy briefings and exchange meetings)
•Explain the positioning and role of the GOC and share updates on its activities

Operation of the Nominating and Remuneration Committees
Involvement in succession planning
Deliberations on remuneration

•Hold regular meetings to establish evaluation and decision-making criteria for successor selection and implement initiatives in line with the succession plan


Outside director activities

The majority of IDEC directors are outside directors.
Outside directors express their opinions based on their high-level expertise and management experience, and participate in the Board of Directors in an independent capacity.
They are also actively involved in the growth of our business by holding individual sessions with their relevant departments based on business issues and themes, and conducting lectures and face-to-face meetings in the curriculum for next-generation education. They play their roles as outside directors with expertise and independence. In FY2026, the IDEC Group held ‟Digital × Kaizen Exchange Sessionsˮ with outside directors for employees who are engaged in, or highly motivated
toward, digitalization, operational improvement, and the effective use of systems, as well as leadership sessions for female employees.

Through these initiatives, outside directors have gained a deeper understanding of IDEC’s businesses and challenges, enabling more substantive and constructive discussions at the Board meetings. At the same time, these interactions with outside directors provide valuable growth opportunities for employees and contribute to the enhancement of the IDEC Group’s corporate value.

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