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Operation of the Board of Directors

Appointment or dismissal of company directors

The appointment or dismissal of company directors is resolved at the General Meeting of Shareholders. Representative Directors consult proposals of candidates for directors with the Nomination and Remuneration Committee and then the proposals are resolved by the Board of Directors. Subsequently, they are submitted to the General Meeting of Shareholders. IIJ selects candidates for full-time directors, regardless of age or gender, from those who satisfy the “Criteria for Company Directors and Company Auditors Appointment,' which requires the high level of ability, knowledge, and business experience in each responsible area, managerial judgment and supervisory ability, foresight and planning ability, familiarity with governance, excellent personality, strong ethical sense, and physical and mental health.

Directors' Skill Matrix

The skill matrix of the current directors is as follows:

Policy for Appointment of Directors

IIJ's Board of Directors consists of appropriate members who have extensive experience and high-level expertise necessary for IIJ in accordance with the "Director Skill Matrix" which defines clearly requirements for directors in order to realize its business philosophy. Full-time directors are mainly appointed from those who are familiar with the IT industry, including members who have been involved in its foundation, and outside directors are mainly appointed from those who have extensive experience and knowledge as top management of large companies. The nomination of each director, which takes into consideration the balance of experience and expertise of the Board of Directors as a whole, is consulted with the Nomination and Remuneration Committee. After the committee evaluates and verifies their appropriateness, each director is appointed through necessary procedures such as the General Shareholders' Meeting and the Board of Directors.

Definition of required skills

Skills Requirements
Top Management Management experience as a top management executive
IT Expertise Business experience in the IT industry
Sales Management experience in sales division
Technology, R&D Management experience in technology division, Experience of developing new technologies and services, etc.
Global Management experience in global businesses, working experience abroad
Finance and Accounting Expertise and experience in finance and accounting division
Governance Experience as the head of a corporate division, experience as an independent director, etc.

Directors' Skill Matrix

(As of June 28, 2024)

Name Position / Responsibility Independent Director Top Management IT Expertise Sales Technology, R&D Global Finance and Accounting Governance
Koichi
Suzuki
Member of the Board, Representative Director
Chairman
     
Eijiro
Katsu
Member of the Board, Representative Director
President
       
Satoshi
Murabayashi
Member of the Board
Executive Vice President
       
Yasuhiko
Taniwaki
Member of the Board
Executive Vice President
       
Koichi
Kitamura
Member of the Board
Senior Managing Executive Officer
         
Akihisa
Watai
Member of the Board
Senior Managing Executive Officer
       
Junichi
Shimagami
Member of the Board
Senior Managing Executive Officer
           
Takashi
Tsukamoto
Member of the Board      
Kazuo
Tsukuda
Member of the Board      
Yoichiro
Iwama
Member of the Board      
Atsushi
Okamoto
Member of the Board        
Kaori
Tonosu
Member of the Board        

Term of office of directors

The term of office for directors at IIJ is one year. IIJ was founded in 1992, and several full-time directors, who have joined IIJ during its foundation period, tend to be in office for a long time. At this point in time, considering IIJ's business is still in growth stage, IIJ believes that the best way to achieve corporate growth is to carry out its business through a supervision by the Board of Directors, which consists of the members from the foundation period, who play their roles based on their ability and cumulative experience in IIJ such as the founder Mr. Koichi Suzuki, and directors who are brought outside IIJ to strengthen its business along with the Board of Company Auditors.

Roles of full-time directors

Name Position Year of appointment Business in charge or important concurrent posts
Koichi Suzuki Member of the Board, Representative Director
Chairman
1992 Co-CEO
Eijiro Katsu Member of the Board, Representative Director
President
2013 Co-CEO & COO
Satoshi Murabayashi Member of the Board 2021 Corporate Management; in charge of Corporate Planning Division; President and Chairman of Data Governance Council
Yasuhiko Taniwaki Member of the Board 2022 Corporate Management; in charge of Administrative Division
Koichi Kitamura Member of the Board 2021 Business Unit Director
Akihisa Watai Member of the Board 2004 CFO; Division Director of Finance Division
Junichi Shimagami Member of the Board 2007 CTO; Technology Unit Director

Operation of the Board of Directors

The Board of Directors holds meetings once a month in principle. In addition to the individual resolutions, reports on the financial results of business operations (monthly), the consolidated financial results including the results of group companies (quarterly), the progress of annual action plan (semi-annually), the progress of mid-term plan (semi-annually), audit reports from the Board of Company Auditors (annually), the status of internal control including the results of internal control audit (annually), the status of compliance with the Corporate Governance Code (annually), the status of business risks (annually), the status of the Board of Directors' evaluation (annually), the status of securities held including strategic shareholdings (annually), the details of related party transactions (annually), and the status of corporate pension plans, etc. are provided in the meetings.
There are vigorous discussions and exchanges of opinions between full-time directors and independent outside directors.

Year Number of the Board of Directors meetings / Attendance Total number of statements made by independent outside directors
FY2023 Total 12 times
  • Attendance of all directors: Nine times
  • Absence of directors: Mr. Tsukuda twice, Mr. Iwama once
64 times
FY2022 Total 12 times
  • Attendance of all directors:10 times
  • Absence of directors:Mr. Murabayashi once, Mr. Tsukamoto once
35 times
FY2021 Total 12 times
  • Attendance of all directors:9 times
  • Absence of directors:Mr. Katsu once, Mr. Oda once Mr. Tsukamoto once
45 times

In addition to the meeting of the Board of Directors, as a means of communication between the independent outside directors and the business execution departments, the managers of the current business departments report on the status of their business to the independent outside directors in a timely manner.

Year Number of business briefings session Main contents
FY2023 Nine times Sales strategy, cloud services, network services, IoT services, status of formulation of next mid-term plan, MVNO services, security services, data center, human resource status
FY2022 Nine times Global business, cloud services, network services, IIJ Group's mid-term growth vision, IoT services, MVNO services, security services, data center, status of climate change-related initiatives, human resource status
FY2021 Nine times Sustainability, market/competitive status, cloud services, network services, sustainability and status of compliance with revised corporate governance code, IoT services, MVNO services, security services, human resource status
FY2020 Nine times R&D activities by IIJ Innovation Institute Inc., system cloud services, network cloud services, security services, IoT services, MVNO services, BCP, human resource status, mid-term plan

Evaluation of the Board of Directors

IIJ continuously conducts assessments of the effectiveness of the Board of Directors in the form of questionnaire to all directors and company auditors. The questionnaire contains about 30 questions, including whether discussions at the meeting of the Board of Directors are necessary and sufficient, whether multifaceted considerations are conducted based on the knowledge and experience of each director, whether the Board of Directors is able to indicate the major direction of corporate strategies, whether the execution of business strategies is effectively monitored, and whether the decision-making environment is sufficient enough to support taking risks by the Board of Directors. In the questionnaire, directors and company auditors are asked to select one of the following three options for each question: In Need of Improvement, Almost Satisfactory but with Room for Improvement, or Satisfactory. The results are evaluated, including time series data, and reported to the Board of Directors along with the measures taken for improvement. The results of the Board of Directors' evaluation are as follows.

Effectiveness of the Board of Directors

Effectiveness of the Board of Directors

Main improvements in the evaluation of the effectiveness of the Board of Directors
FY2023
  • Improvement of management methods for large projects, etc.
FY2022
  • Making the "IIJ Board of Directors Dashboard," an information sharing tool including outside directors, to provide timely information and improve environment for risk-taking
  • Expanding information sharing about the status of dialogue with investors
FY2021
  • Enhancement of sustainability-related reporting
  • Even earlier dispatch of preliminary materials on agenda for the meeting of Board of Directors
FY2020
  • Increase in the frequency of progress reporting on the mid-term plan(Changed from annual to semi-annual)
FY2019
  • Briefing sessions for directors regarding the new mid-term plan before its agenda was submitted to the Board of Directors (twice in total)
FY2018
  • Improvement of guidelines on subjects to be resolved by the Board of Directors(Clarification of numerical criteria for events that affect management resources)
  • Earlier dispatch of preliminary materials on agenda for the meeting of Board of Directors
FY2017
  • Improvement of guidelines on subjects to be resolved by the Board of Directors(Clarification of numerical criteria for events that affect business plans and budgets)
FY2017 onward
  • Continuous improvements of reporting materials for the meeting of Board of Directors regarding financial performance, sales and technology activities(Reflection of directors' comments)

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