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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

Name Position / Responsibility Independent Director Top Management IT Expertise Sales Technology, R&D Global Finance and Accounting Governance
Koichi
Suzuki
Representative Director/Chairman, Co-CEO      
Eijiro
Katsu
Representative Director/President, Co-CEO & COO        
Satoshi
Murabayashi
Senior Managing Director/Vice President        
Yasuhiko
Taniwaki
Senior Managing Director/Vice President        
Koichi
Kitamura
Senior Managing Director
Unit Director of Business Unit
         
Akihisa
Watai
Senior Managing Director, CFO        
Tadashi
Kawashima
Managing Director
Deputy Unit Director of Business Unit
         
Junichi
Shimagami
Managing Director, CTO            
Naoshi
Yoneyama
Managing Director, CIO
Division Director of Corporate Planning Division
         
Takashi
Tsukamto
Director      
Kazuo
Tsukuda
Director      
Yoichiro
Iwama
Director      
Atsushi
Okamoto
Director        
Kaori
Tonosu
Director        

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 newly appointed 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 Representative Director/Chairman 1992 Co-Chief Executive Officer
Eijiro Katsu Representative Director/President 2013 Co-Chief Executive Officer and Chief Operating Officer
Satoshi Murabayashi Senior Managing Director/Vice President 2021 Assistant to Corporate Management
Chairman of Data Governance Council
Yasuhiko Taniwaki Senior Managing Director/Vice President 2022 Assistant to Corporate Management
Koichi Kitamura Senior Managing Director 2021 Unit Director of Business Unit
Akihisa Watai Senior Managing Director 2004 Chief Financial Officer and Division Director of Finance Division
Tadashi Kawashima Managing Director 2015 Deputy Unit Director of Business Unit and Division Director of Central Japan Business Division
Junichi Shimagami Managing Director 2007 Chief Technology Officer and Technology Unit Director
Naoshi Yoneyama Managing Director 2019 Chief Information Officer and Division Director of Corporate Planning Division

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
FY2021 Total 12 times
  • Attendance of all directors:9 times
  • Absence of directors:Mr. Katsu once, Mr. Oda once Mr. Tsukamoto once
45 times
FY2020 Total 12 times
  • Attendance of all directors:11 times
  • Absence of directors:Mr. Okamura once
63 times
FY2019 Total 12 times
  • Attendance of all directors:11 times
  • Absence of directors:Mr. Tsukamoto once
58 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
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
FY2019 Eight times Sales strategy, system cloud services, network cloud services, JOCDN (contents delivery network business), MVNO services, security services, human resource status, healthcare business

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
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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