Survey Report on the Evaluation of the Effectiveness of the Board of Directors (FY2025)

Each year the Company conducts an evaluation of the effectiveness of the Board of Directors by the Directors and Audit & Supervisory Board Members. The evaluation includes a self-evaluation using a questionnaire, and results are announced following discussions within the Board of Directors.

The Company has finalized the evaluation for fiscal 2025 after deliberation at the Board of Directors’ meeting. An overview is provided below.

1. Board of Directors Actions to Enhance Effectiveness in Fiscal 2025

Based on the results of the evaluation in the previous fiscal year (fiscal 2024), the following actions were taken to further improve effectiveness.

(1) Deepen discussions on significant management issues

In addition to conducting focused deliberations at the Board of Directors’ meeting on key management topics, an off-site meeting was held with the participation of all members of the Board of Directors, resulting in a lively exchange of opinions.

Topics Discussed at the Fiscal 2025 Off-Site Meeting

  • Outline of global expansion strategies for achieving our Group Vision
  • Group-wide value chain strategies adapted to changes in demand for confectionery fats
  • Present state of North American business promotion and its strategies for the way forward
  • Value creation driven by technology
  • Diverse value creation rooted in upgrading customer touchpoints

Key Issues Discussed at the Board of Directors’ Meetings

  • Strengthening the ISF’s supply chain in Europe
  • Business plan for the next fiscal year (discussed two times)
  • Implementation of a share split
  • Considerations for further invigorating the Board of Directors’ meetings and enhancing the effectiveness of the Board’s supervisory functions

(2) Further enhance the monitoring functions of the Board of Directors

Priority issues to be discussed and addressed were identified from among the results of the previous year’s effectiveness evaluation. Regarding these issues, communication was deepened amid newly installed sessions for intensive deliberation by Board members.

Key Issues for Board Deliberation

  • Business restructuring to improve return on capital (domestic oil, fat & meal business)
  • Ideal state of the human resources base for achieving the targets of the medium-term business plan

2. Details of the Fiscal 2025 Evaluation of the Effectiveness of the Board of Directors

To evaluate the effectiveness of the Board of Directors in fiscal 2025, a questionnaire-based survey was carried out, focusing on the items indicated below, of the Directors and Audit & Supervisory Board Members who comprise the Board of Directors (13 persons in total), with support from a third-party institution to ensure objectivity.

  1. (1) Composition of the Board of Directors
  2. (2) Operation of the Board of Directors
  3. (3) Management strategies and business plans
  4. (4) Internal control and risk management
  5. (5) Nominations and compensation
  6. (6) Performance of Internal Directors
  7. (7) Performance of Outside Directors
  8. (8) Support systems for Directors and Audit & Supervisory Board Members
  9. (9) Dialogue with shareholders (investors)
  10. (10) Implementation of initiatives by each member

Based on the survey results, a discussion was held between the President and all Outside Directors and Audit & Supervisory Board Members. The Board of Directors then discussed the results and made a final evaluation.

3. Evaluation Results

As a result of this fiscal year’s evaluation, it was determined that the Company’s Board of Directors has attained effectiveness in general in terms of formulation of strategies and management supervisory functions. The evaluation scores have increased and remained at a high level since fiscal 2021, and it was therefore concluded that the measures for enhancing the effectiveness of the Board of Directors have led to these evaluation results.

The Company organized the following: (1) items that were highly evaluated this year and (2) priority issues to be discussed and addressed based on items evaluated with room for improvement. The Company will take measures accordingly.

(1) Highly evaluated items

  • The Board of Directors held sufficient discussions, recognizing how management strategies and business plans align with the sustainable growth of society and the creation of medium- to long-term corporate value.
  • The Board of Directors held sufficient discussions to ensure that management strategies and business plans strike a balance between economic and social value not only for shareholders, but also for other stakeholders.
  • The Board of Directors has identified actions from the perspective of both risks and opportunities in addressing ESG issues and the SDGs, and has appropriately incorporated them into management strategies to support the creation of medium- to long-term corporate value.
  • The Board of Directors designed a compensation plan for officers and made proper decisions on specific compensation amounts after obtaining information from the Compensation Advisory Committee.

(2) Priority issues to be discussed and addressed in fiscal 2026 based on items evaluated with room for improvement

  • Upgrading our governance structure to promote business management that prioritizes return on capital with the cost of capital as a guide
  • Review of the management and supervisory structure to reinforce group governance and internal controls over Group companies
  • Group-wide responses to potential opportunities and risks, in view of rapid changes in the business environment and heightened uncertainty
  • Establishment of a human resources base for executing growth strategies and enhancing functions for the medium and long term
  • Implementation and evaluation of data utilization and capital investment in robust digital infrastructure toward accelerating strategies for growth and for a stronger foundation

4. Measures to Further Enhance Effectiveness

In fiscal 2026, the Company will continue to hold an off-site meeting and intensive deliberations attended by the Board members to discuss management issues in greater depth. Through closer dialogue between Internal and Outside Directors, we will make continuous improvements to enhance the effectiveness of the Board of Directors. The Company recognizes the enhancement of corporate governance as a key management issue, and thus will further deepen engagement with its shareholders and investors.

Even amid increasing uncertainty caused by factors such as escalating tension in the Middle East, the Company will restructure business and execute growth strategies, thereby establishing a resilient management structure and striving for profit growth that exceeds its cost of capital. Through these efforts, the Company will become a global top provider of oils & fats solutions and achieve the vision outlined in Value UpX.