With the aims of regularly verifying that the Board of Directors is functioning appropriately and identifying issues to resolve for continuing improvement, the Company undertakes an evaluation of the effectiveness of the Board of Directors each year (hereinafter "effectiveness evaluation"), and discloses the summary of the evaluation results. The Company recently conducted the effectiveness evaluation for FY2025. The evaluation method, etc. and summary of the results are as follows.
[Evaluation Method]
At the meeting of Outside Directors and Audit & Supervisory Board Members held in August 2025, we conducted a mid-term review of the progress of the FY2025 action plan extracted from the FY2024 effectiveness evaluation, and discussed the implementation method of the FY2025 effectiveness evaluation.
As a result, it was decided that the FY2025 effectiveness evaluation would adopt the self-evaluation method by the Board of Directors, which had been validated for its appropriateness by the third-party evaluation in past assessments.
Subsequently, FY2025's implementation policy and evaluation items were deliberated at the meeting of the Board of Directors held in November 2025, including the content and composition of the questionnaire prepared by the Board of Directors secretariat.
Based on the content of this deliberation, a completely anonymous questionnaire survey (on the Web) of all Directors and Audit & Supervisory Board Members was performed with the evaluation items as follows. After the Board of Directors secretariat conducted consolidation and analysis of results of respondents to the survey, results of the consolidation and analysis, and future challenges and initiatives were discussed at the meeting among Outside Directors and Audit & Supervisory Board Members, and Representative Directors in January 2026, and the evaluation results were confirmed at the Board of Directors meeting in February.
[Evaluation Items]
The survey items for FY2025 are as follows. Each question was rated to one of four levels, with each chapter offering a free-response field in order to capture opinions on each theme.
Chapter 1 Self-evaluation
Chapter 2 Composition of the Board of Directors
Chapter 3 Operation of the Board of Directors meetings
Chapter 4 Support System for the Board of Directors
Chapter 5 Roles and Responsibilities of the Board of Directors
Chapter 6 Relations with Investors and Shareholders
Chapter 7 The Nomination and Compensation Advisory Committee
Chapter 8 Actions on the FY2025 Action Plan
Chapter 9 Overall Comments and Observations
[FY2025 Initiatives Based on the FY2024 Effectiveness Evaluation]
Within this, the status of action plans for FY2025 was as follows.
1. Enhance discussions regarding strategies
• Clarified the positioning and relevance of each agenda item presented to the Board within the Medium-term Business Plan.
• Discussed domestic business strategy, including strategy for lower-carbon solutions business, which will impact the achievement of the Medium-term Business Plan.
2. Further stimulate discussion at Board of Directors meetings
• Continued various efforts for information sharing and enhancement of case understanding, such as introducing the points of discussion at management meetings, explaining technical terms, distributing pre-meeting briefing videos and providing materials early.
• Strengthened collaboration among Board members through social gatherings and ensured opportunities for engagement and exchange of opinions with executive officers and general managers.
• Toured operational sites of the lower-carbon solutions business and the domestic business.
• Held multiple lectures and discussions involving external experts and specialists in various fields on such themes as the Seventh Strategic Energy Plan, and the geopolitics of energy, with the aim of further enhancing the knowledge of Board members.
• Engaged in discussions on the optimal techniques for the FY2025 effectiveness evaluation, including implementation method, and survey details and composition.
3. Enhancement of the function of the Nomination and Compensation Advisory Committee
• Continued to strengthen the objectivity and independence of the Nomination and Compensation Advisory Committee by continuing to appoint an independent Outside Director as chairperson and ensuring that three of the four committee members were independent Outside Directors.
• The chairperson provided feedback to the Board of Directors on the annual deliberation plan, progress, and results of the Nomination and Compensation Advisory Committee, including the succession plan for the Representative Director, President & CEO.
4. Deeper discussions regarding the desired state of the Board of Directors based on INPEX Vision 2035
• With regard to Director candidates for the March 2025 General Meeting of Shareholders, the Nomination and Compensation Advisory Committee deliberated the combination of skills that the Board of Directors should have, the skills required to achieve the Medium-term Business Plan, and the perspective of further enhancing Board diversity, based on the Guidelines of the Company, and submitted reports to the Board of Directors. Appointed one new Director of foreign nationality.
• Engaged in discussions on the desired state of the Board of Directors as one of the deliberation items, based on the Company's characteristics. Continued discussions on the optimal governance structure.
[Summary of FY2025 Evaluation Results]
Based on the above, and discussions in meetings between Outside Directors and Audit & Supervisory Board Members, and Representative Directors, as well as deliberations in Board of Directors meetings and Executive Committee, the following evaluation results regarding the effectiveness of the Board of Directors in FY2025 were confirmed.
• Although the members of the Board of Directors possess sufficient diversity of knowledge and experience, and the overall size of the Board and the ratio of Outside Directors are generally appropriate under the current circumstances, going forward, it would be worthwhile to further enhance diversity by increasing the number of female directors and appointing directors with management experience in different industries.
• Initiatives to stimulate discussion at Board of Directors meetings, such as holding pre-meeting briefings, distributing explanatory videos, sharing discussions at Executive Committee meetings, etc., and explaining and annotating technical terms, are all effective and should be continued.
• By holding lectures by outside experts, tours of operation sites, and free discussions inside and outside the Board of Directors meetings, non-Executive Officers should be provided with opportunities to enhance their knowledge, and collaboration among board members and with Executive Officers should be further strengthened.
• The Nomination and Compensation Advisory Committee's independence and objectivity have been ensured and it has played a necessary role in deliberations in the fields of both nomination and compensation, etc. Going forward, efforts to strengthen cooperation with the Board should be continued and enhanced.
• Define the roles of Directors and the Board based on the Company's characteristics, review criteria for Board agenda items, and continue and deepen discussions on optimal governance structures for the Company.
As a result of the summary of the individual evaluation results including the above, the Board of Directors as a whole in FY2025 was evaluated as being sufficiently effective overall as in FY2024.
[Initiatives for Further Enhancement of Effectiveness]
The following FY2026 action plans have been established to further ensure the effectiveness of the Board of Directors going forward.
1. Enhance discussions regarding strategies
• Enhance discussions regarding strategy, etc. for each region, including the desired state of the portfolio.
• Secure opportunities for open discussions within and outside the Board of Directors meetings regarding the business environment and related fields as necessary.
2. Stimulate discussion at Board of Directors meetings
• Continue and strengthen various efforts for information sharing and enhancement of case understanding, such as introducing the points of discussion at management meetings, explaining technical terms, distributing pre-meeting briefing videos and providing materials early.
• Hold Board of Directors meetings at major business sites, and discuss strategy, etc. for the region in question after first deepening understanding of the significance and technical aspects of the regional business. Take such opportunities for the Board of Directors meeting to provide not only local tours but also the option of social gatherings that provide opportunities to deepen interactions and exchange opinions with local employees.
• Ensure continued opportunities for external experts and specialists to give lectures aimed at deepening understanding of business issues and the business environment.
• Investigate the use of third parties to implement effectiveness evaluations for the Board of Directors, as well as discussing optimal methods.
3. Deeper discussions regarding the desired state of the Board of Directors based on INPEX Vision 2035
• Continue deliberations by the Nomination and Compensation Advisory Committee with regard to medium- to long-term initiatives to enhance the diversity and independence of the Board of Directors by increasing the number of female directors, appointing directors with management experience in different industries, and raising the percentage of Outside Directors. Define the roles of Directors and the Board based on the Company's characteristics, review criteria for Board agenda items, and continue and deepen discussions on optimal corporate governance structures for the Company.
Based on these evaluation results, the Company will continue striving to enhance the effectiveness of the Board of Directors.