NYK is a company with a Board of Directors and an Audit and Supervisory Board. The Board of Directors comprises 8 directors, including three highly independent outside directors, while the Audit and Supervisory Board comprises 4 audit and supervisory board members, including two highly independent outside audit and supervisory board members.

NYK seeks to construct a highly effective governance system that supports transparent and efficient management capable of swiftly and accurately responding to sudden changes in the business environment and which supports fully informed decision-making and oversight of business execution by the Board of Directors. The Board of Directors comprises eight directors, including three outside directors who have met the criteria for independence. The directors are selected to bring diversity and expertise to the Board to stimulate substantive and deep discussions. To ensure substantive discussion and deliberation at Board of Directors' meetings, the independent outside directors and independent outside audit and supervisory board members are provided with full explanations of discussion topics prior to the meetings and participate in discussion meetings* among directors and audit and supervisory board members, at which they discuss important themes to ensure effectiveness.
The Company delegates business execution, excluding matters to be resolved by the Board of Directors, to 29 executive officers (as of June 30, 2022), including those who concurrently serve as directors of the Company, and directors and officers of domestic and overseas Group companies. The executive officers execute business by resolution and under the supervision of the Board of Directors.
Furthermore, the Management Meeting, which comprises executive directors as well as chief executives of various headquarters and divisions, conducts thorough deliberations on important matters related to business execution, including matters to be discussed during Board of Directors' meetings as well as other important matters related to business execution.

• *Held after regular meetings of the Board of Directors to discuss and exchange opinions on medium- to long-term management issues. The meeting comprises directors, members of the Audit and Supervisory Board, and chief executives of various headquarters and divisions.

To further enhance corporate governance and ensure the transparency of the Board of Directors, the Company has established the Nomination Advisory Committee and the Compensation Advisory Committee, both of which are chaired by the chief outside director and have a majority of independent outside directors. In response to requests for advice received from the Board of Directors, these committees discuss important items and provide advice regarding the appointment, dismissal, and compensation of directors and then report or refer the related agenda items to the Board of Directors based on the discussion and proposals.
Moreover, in order to improve the functioning of the committees, the president consults with the chairman and each independent outside director individually and ensures adequate exchanges of opinions when the Nomination Advisory Committee and the Compensation Advisory Committee are convened.

Since fiscal 2015, the Company has had all directors and audit and supervisory board members carry out self-evaluation surveys with the aim of further improving the effectiveness of the Board of Directors.

1. 1Overview of the Fiscal 2021 Evaluation
   • In fiscal 2021, a survey consisting of 15 questions under four topics was conducted, taking into consideration the guidance and advice of a third party. The four topics were (1) composition and operations of the Board of Directors, (2) management strategies and business strategies, (3) corporate ethics and risk management, and (4) performance monitoring and evaluation and compensation of management members.
   • The results indicated that the Board of Directors was functioning appropriately and its effectiveness was ensured.
   　　　　　　　
2. 2Issues Recognized in Fiscal 2020 and Initiatives Taken
   • The Company took the following measures to improve the quality of operations and discussions, which led to enhanced discussions. Going forward, the Company will work to achieve further improvements.
     1. (1)Utilizing discussion meetings among directors and audit and supervisory board members, the Company selected important themes and facilitated free and open discussions.
     2. (2)By effectively holding pre-briefing sessions, the Company simplified briefings at meetings of the Board of Directors and strived to secure time for deliberation and discussion.
     3. (3)Meanwhile, it has been pointed out that there is still room for improvement regarding the quality of meeting materials. The Company recognizes this as an ongoing issue and will strive to make further improvements.
   • While some improvements were made in strengthening supervisory functions, diversity and human resource strategies, the Company recognizes the need for further improvements to the above going forward.
     1. (1)Timely and appropriate reports were made on financial indicators, as well as on the operational status of each business division. The Company will continue to strengthen supervisory functions.
     2. (2)The Company will continue to engage in deeper discussions on human resource strategies, including increasing diversity.

In order to achieve the medium- to long-term vision of the Group and improve sustainable corporate value, we provide opportunities for inside and outside directors, audit and supervisory board members, and executive officers to participate in in-house training and external courses to maintain the effectiveness of the Board of Directors, deepen understanding of legal compliance such as fair trade, and improve governance functions.
We provide practical training, including timely lectures on the latest trends, as well as education for gaining knowledge on themes such as the Companies Act, internal control, risk management, compliance, crisis management and business analysis, and financial strategy.

Training Menu

• Duties and responsibilities of directors (based on the Companies Act, Corporate Governance Guidelines)
• Internal control / compliance
• ESG Management, Human rights, etc.

The Company is pursuing a policy aimed at reducing its strategic shareholdings. Also, as stipulated in the Corporate Governance Guidelines adopted in November 2015, the Board of Directors annually conducts a comprehensive review of the purpose and objectives of holding individual strategic shares with a focus on the return targets based on the capital cost, the revenue from dividends, general trading conditions, and business activities. Based on these, we have decided on initiatives for reduction. The number of listed companies in the Company's strategic shareholdings was 36 as of the end of fiscal 2021, down 20 from the total of 56 as of the end of fiscal 2016.
The Company's current strategic shareholdings are of companies considered to be important business partners with which the Company expects to maintain long-term relationships that will help maintain stable results for the Company. The Board of Directors determined that retaining these shareholdings is suitable for maintaining and strengthening relations with those companies. The Company has set specific standards related to the exercise of voting rights with companies for which it has strategic shareholdings. Under these standards, the Company confirms whether a certain vote will damage the investee company and whether it will contribute to the corporate value of the Company. After these criteria are confirmed and evaluated, a decision to approve or reject a proposal is made.

NYK is a company with a Board of Directors and an Audit and Supervisory Board. The Audit and Supervisory Board comprises four auditors including two outside auditors, of which one has suitable knowledge of finance and accounting.
The Audit and Supervisory Board deliberate on the formulation of audit policies and audit plans, the preparation of audit reports, the evaluation and re-assignment/non re-assignment of the independent auditor, the compensation of the independent auditor, and the auditing of the content of deliberations to be submitted to the Ordinary General Meeting of Shareholders.
In accordance with the auditing conditions defined by the Audit and Supervisory Board, the auditors attend meetings of the Board of Directors in accordance with the auditing policy and the auditing plan, including the division of duties, express their opinions through important meetings such as the ESG Management Committee, and appropriately perform auditing.
Full-time Audit and Supervisory Board Members attend important meetings such as the Management Meeting, the Meeting of Executive Officers and the Internal Control Committee. In addition, the auditors ask the directors, the executive officers, and users to report and provide explanations on the implementation status of their duties. The auditors monitor proceedings and adjudication documents to investigate the status of the directors' duties, company assets, etc. With regard to subsidiaries, the auditors exchange information with directors and corporate auditors of subsidiaries, etc., receive business reports as necessary, and visit subsidiaries to investigate the status of operations and assets. We also regularly monitor and verify the status of the establishment and operation of the Internal Control System, and regularly report to outside audit and supervisory board members at the Audit and Supervisory Board. We also endeavor to share information and communicate with outside audit and supervisory board members, and to form appropriate audit opinions. We hold regular meetings with the Internal Audit Division and the independent auditors and hold extraordinary meetings as necessary to maintain close collaboration.
In Fiscal Year 2021, we conducted audits by making full use of the Internet and other means.
Under the supervision of the Audit and Supervisory Board Members, an Audit and Supervisory Board Office with full-time staff is established independently from the executive division to support in the effective execution of their auditing duties.

The certified public accountants who audit the Company's consolidated and non-consolidated financial statements are Yoshiaki Kitamura, Takuya Sumita, and Katsuhiro Shibata, all of whom are with the accounting firm Deloitte Touche Tohmatsu LLC. The fiscal year ended 31 March 2007 was the first year for continuous audits by the accounting firm, and the number of years for continuous audits by each member as an engagement partner is seven years or less. These accountants are assisted by 20 certified public accountants, four successful candidates of the certified public accountant examination, and 42 others. Audits are undertaken in accordance with standards generally accepted as fair and appropriate.
Major overseas consolidated subsidiaries that have financial statements and internal controls audited generally appoints accounting firms that belong to the same network (Deloitte Touche Tohmatsu Limited) as the independent auditor for the Company.
The Audit and Supervisory Board evaluates accounting auditors regarding their auditing systems, independence, and performance in accordance with NYK's standard evaluation sheet.
The Board also decides whether to renew or dismiss accounting auditors each year.

Independent Auditor Remuneration