April 28, 2016
Kawasaki Kisen Kaisha, Ltd.
Regarding Our Board Evaluation
Article 22 of our Corporate Governance Guidelines states that, “Each Director shall perform self-evaluation on the validity of the Board of Directors, his/her performance as a Director, etc. on an annual basis, and submit the results to the Board of Directors. Each year the Board of Directors shall, based on self-evaluation of each Director, analyze and evaluate the effectiveness of the Board of Directors as a whole, and shall disclose a summary of the results in a timely and proper manner.” We have completed the board evaluation for the 2015 fiscal year and would like to report an overview of the results as follows.
1. Method For Evaluating Board Effectiveness
This year we evaluated the board by interviewing each Director and Audit & Supervisory Board member. The interviews were conducted by an independent, third-party evaluation company.
＜Main Interview Topics＞
・The Board’s Understanding of and Response to Strategy and Risk
・Composition and Structure of the Board
・Administration of the Board and Board Operations
・The Board’s Supervisory Function
・The Board’s Decision-Making Culture
・Shareholder Engagement
2. Analysis of Board Effectiveness and Overview of Evaluation Results
We were able to confirm that our Board is highly effective overall.
＜Notable Strengths of our Board＞
・Strives to continuously reform and improve governance
・Quick and appropriate decision-making process when executing duties
・Appropriate monitoring by diverse Outside Directors
・A cooperative atmosphere due to the leadership of the Chairman
Additionally, we introduced our Unit Supervisory System on April 1, 2016 in order to enhance our business execution and make it more efficient. Regarding this system, we received the following opinion: “The Company has changed to a structure that allows it to manage efficiently across both business and administration departments. By continuing with this structure we think further improvements can be expected.”
3. Going Forward
Upon receiving the evaluation results described above we determined that our Board is sufficiently effective. However, we plan further increase its effectiveness by forging ahead with the current structure while also striving to continuously improve.
