Rakuten Group Inc.

03/28/2025 | Press release | Distributed by Public on 03/28/2025 00:35

Overview of results of evaluation about effectiveness of the Board of Directors

March 28, 2025
  • RAKUTEN GROUP, INC.

Overview of results of evaluation about effectiveness of the Board of Directors

Rakuten Group, Inc. (hereinafter "the Company") analyzes and evaluates the effectiveness of the Board of Directors overall, with the aim of ensuring its continued effectiveness and improvement of its functions.

The Company has conducted analysis and evaluation for fiscal year 2024, and an overview of the results is provided below.

  1. Board of Directors effectiveness evaluation for Fiscal Year 2024
  • Evaluation period: December 13, 2024 to January 7, 2025
  • Evaluators: Directors and auditors (total of 16 individuals)
  • Methodology: Questionnaires. The questionnaire included both questions and spaces for free-for text responses. Following the survey, strategies for improving effectiveness are reported to the Board of Directors.
  • Overview: Matters related to decisions on management strategy, decisions on important business execution, and deliberations by the Board of Directors, etc.
  1. Tasks in Fiscal Year 2023 and the status of initiatives in Fiscal Year 2024

In response to the effectiveness evaluation results of fiscal year 2023, the measures taken to further improve effectiveness have generally achieved successful outcomes.

Tasks in 2023

Status of initiatives in Fiscal Year 2024

1. Creating opportunities to deepen discussions on key themes

- In addition to the Board of Directors meetings, continuous explanation opportunities involving the directors were organized to deepen understanding and enhance the quality of discussion for important themes such as medium- to long-term management plans and financial strategies.

- In meetings concerning group management strategies, etc., by devising an improved agenda structure and other means, efforts were made to continuously improve the expansion of discussions.

2. Re-evaluating guidelines for material and presentation

- The Company contributed to effective discussions and prompt decision-making by improving the structure of material for the Board of Directors meeting, ensuring they were clear and concise, and by providing high-quality information.

  1. Analysis and evaluation results

The Company confirmed that the Company's Board of Directors has made improvements and is highly effective as described above. At the same time, a desire for further improvement of effectiveness was also identified.

  1. The Board confirmed its intention to further discuss critical issues such as business portfolio optimization and overseas businesses, etc.
  2. While sufficient reports have been had on themes such as corporate governance and cyber security, the Board confirmed its intention that these should be proposed as regular agenda in the future.
  3. Regarding the items to the Board of Directors, the content and volume of resolution matters were deemed appropriate. It is expected that the Board will continue to function effectively by optimizing the structure of materials. Additionally, the Board confirmed its intention for earlier sharing of information.
  4. The Board evaluated that the Chairperson's thoughtful moderation encourages the engagement of Board members.
  1. Measures to improve effectiveness

Based on the results of the evaluation about the effectiveness of the Board of Directors, the Company will strive to further enhance deliberations and improve effectiveness of the Board of Directors by taking the following measures.

  1. Prior to Board of Directors meetings, the Company will provide discussion opportunities for sufficient deliberation to share an overview and key issues of upcoming agenda items with Board members in advance.
  2. The Company will create opportunities to further enhance discussions on themes of high interest to outside Board members, such as business portfolio optimization and overseas businesses, etc.
  3. To enable accurate and prompt decision-making at the Board of Directors meetings, the Company will promote the clarification of material. This will assist the understanding of information by Board members, improve the efficiency of discussions, and enhance transparency and consistency in the decision-making process.