TOYO CONSTRUCTION I INTEGRATED REPORT 2024Kazumichi MatsukiOutside Director (Chairman of the Board of Directors)Following the 102nd Annual General Meeting of Shareholders, held on June 26, 2024, Toyo Construction shifted to a management structure under which six of the 11 members of the Board of Directors are independent outside directors. Three of the outside directors met for a discussion about the roles that outside directors should play within the organization and offered their perspectives on business growth. Shift to structure that promotes active discussion by directors responsible for oversight and execution and encourages collaborationYoshiko FujiiOutside Director (Member of the Director Nomination & Compensation Committee)Masato UchiyamaOutside Director (Chairman of the Director Nomination & Compensation Committee)Matsuki: Mr. Uchiyama and I assumed our roles as outside directors in June 2023. Initially, I was wondering how appropriate Toyo Construction’s approach to governance had been up to that point. With that in mind, I extensively studied governance practices here, applying a legal perspective as well, and concluded that there were no issues to speak of. Building on this result, we have endeavored to reinforce governance with an emphasis on the separation of responsibilities for business oversight and those for business execution, and we believe the formal aspects for this are in place. Governance is not one-size-fits-all but varies according to circumstances specific to each company. I feel we outside directors have to work with inside directors to make sure our involvement acts as a positive force for enhanced corporate value. Uchiyama: The change in structure that followed the general shareholders’ meeting definitely sparked a shift in attitude within the Company. I am sure the new management structure that went into effect in 2023 also caused some confusion. But with the majority of seats on the Board of Directors now filled by independent outside directors and Mr. Matsuki serving as chairman, and also with the roles of CEO and COO more clearly defined, the Company has been completely revamped at the top level, fueling a movement within the Company to work as a cohesive team toward corporate growth. Going forward, I believe we need to deepen discussion on strategies to realize management with a more market-conscious perspective. I think it is possible that, given the nature of the Company’s business, management may not have developed a suitable level of market awareness in certain areas. In that sense, having Mr. Yoshida in the role of CEO, where he can apply his experience implementing market-conscious business practices to drive the Company forward, will be a positive step toward change. Fujii: I assumed my position as an outside director after the organizational changes took place. At that time, I viewed Toyo Special Feature 2: Roundtable Discussion with Outside Directors26
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