5. Self-assessment25%10%20%10%Board of DirectorsExecutive CommitteeSustainability Committee (chairman: officer in charge of sustainability promotion)Head Office, branch offices, work sites, Group companiesExecutive Chairperson, Executive Vice Chairperson, President, Executive Vice PresidentSenior managing executive officer, managing executive officerOutside director, corporate auditorWorking groupsExecutive officer2 timesFirst meeting• Fiscal 2022 KPI performance and proposed KPI for fiscal 2023 related to materiality• Status of examination of GX league, SBT, human rights due diligence, etc.Second meeting• Proposed procurement policy and guidelines related to sustainability• Proposed KPI for fiscal 2024 related to materiality, etc.4. Status of discussions100% Non-monetary compensation, etc. (performance-based stock compensation)Non-monetary compensation, etc., is determined from performance evaluation points based on the annual consolidated operating profit, ROE, safety performance of work, and other indicators for the period under evaluation (fiscal years of the medium-term business plan), and common shares are delivered after the end of the period under evaluation.Number of meetings in FY2023Details of activities However, there were opinions requesting improvements to the operations of the Board of Directors, including thorough follow-up on comments at board meetings and early provision and simplification of meeting materials. Using those opinions, we will continue our efforts to further improve the effectiveness of the Board of Directors.3. Operational statusline with the relevant decision-making policy. The Board of Directors respects the report of the Director Nomination & Compensation Committee and has determined that the compensation, etc., is in line with the relevant decision-making policy. At the Board of Directors meeting on June 26, 2024, the compensation system for officers was partially revised. An outline of the revised system is as follows.65%70%2. CompositionPerformance-based compensationPerformance-based compensation is based on the results of the performance evaluation* of each executive officer for the previous fiscal year. The performance evaluations of executive officers are conducted by more senior executive officers, after which the final evaluation and decision are made by the Director Nomination & Compensation Committee.* Performance evaluation: their degree of achievement and contribution to the performance of the departments they are assigned to, to qualitative individual goals, and to solving Companywide management issuesSystem for promoting sustainability managementThe Company conducts a questionnaire on the effectiveness of the Board of Directors based on the self-assessment of each director and corporate auditor every year, and reports the results at the Board of Directors meeting. The summary of results of effectiveness evaluation in fiscal 2023 is that the directors and corporate auditors actively made remarks and discussed in a free and open-minded manner, which is evaluated as generally sufficient for the role of the Board of Directors.Items evaluated in fiscal 2023 (number of questions: 45)1. Roles and functions• Period covered by questionnaire: June 2023 through May 2024• Questionnaire response period: May through June 2024• Questionnaire results report: June 2024The Company’s policy on determining the amounts of compensation, etc., paid to officers and the calculation method thereof are set by the Board of Directors. When deciding this policy, we consult with the Director Nomination & Compensation Committee in advance, and a report is submitted to the Board of Directors. Further, in determining compensation, etc., for individual officers, the Director Nomination & Compensation Committee deliberates matters including whether the compensation is in Composition ratio of officer compensation by positionBasic compensationBasic compensation is fixed compensation determined by position, plus a flat-rate compensation for directors serving in dual positions.Effectiveness evaluation of the Board of DirectorsOfficer compensationBasic compensation60%Performance-based compensation25%TOYO CONSTRUCTION I INTEGRATED REPORT 2024 Non-monetary compensation, etc.15%43
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