Summary of Corporate Governance
Purpose of Establishment of Company with an Audit and Supervisory Committee
The establishment of the Audit and Supervisory Committee and the granting of voting rights to directors, who are audit and supervisory committee members, at the Board of Director's meetings is intended to strengthen the audit and supervisory functions of the Board of Directors, enhance corporate governance and improve corporate value.
Merits of Transitioning to Company with an Audit and Supervisory Committee
- Separate duties for execution of operations from those for supervision by adding several outside directors who do not execute operations of their own
- Strengthen the audit and supervisory functions of the Board of Directors by granting directors, who are audit and supervisory committee members, the right to vote at Board of Director's meetings
- Promote prompt decision-making through the delegation of some key decisions on execution of operations to directors in charge of business execution
Details of the Organization
| Organization name | Details of the organization | Organization members |
|---|---|---|
| Board of Directors |
The highest decision-making body within the Company with regard to the execution of operations is the Board of Directors, which is chaired by the representative president and meets at least once a month to discuss and determine important issues concerning business activities. The Board of Directors consists of a total of 15 members: 10 directors (excluding directors who are Audit and Supervisory Committee members), including 1 outside director, and 5 directors who are Audit and Supervisory Committee members, all of whom are outside directors. The Audit and Supervisory Committee is composed entirely of 5 outside directors. It audits the execution of duties by directors and collaborates with the accounting auditor as necessary to ensure effective audits. Additionally, out of the 6 outside directors, 5 are appointed as independent officers. This allows for the incorporation of a broad range of perspectives from an independent standpoint, free from conflicts of interest with general shareholders, on important matters related to the management of the Company, including the formulation of overall corporate strategies. We believe this structure enables appropriate management decisions. |
Naoki Yoshida (Chair) Hideki Moriya Kosuke Suzuki Ken Sakakibara Kazuhiro Matsumoto Yuji Ishii Hitomi Ninomiya Isao Kubo (Independent Outside Director) Takao Yasuda Yusaku Yasuda Yasunori Yoshimura (Independent Outside Director) Jumpei Nishitani (Independent Outside Director) Masaharu Kamo (Independent Outside Director) Takaki Ono (Outside Director) Naoko Kishimoto (Independent Outside Director) |
| Audit and Supervisory Committee | The Audit and Supervisory Committee is comprised of five outside directors and audits the execution of duties carried out by directors. The Audit and Supervisory Committee will work with the independent auditor to facilitate the execution of audits when necessary. |
Yasunori Yoshimura (Independent Outside Director) Jumpei Nishitani (Independent Outside Director) Masaharu Kamo (Independent Outside Director) Takaki Ono (Outside Director) Naoko Kishimoto (Independent Outside Director) |
| Nomination and Compensation Committee | The Nomination and Compensation Committee is established as a voluntary advisory body to the Board of Directors, with a majority of its members being outside directors, in order to strengthen fairness, objectivity, and transparency in the evaluation and decision-making process regarding nomination and compensation of directors and to further enhance the corporate governance system. The role of the Nomination and Compensation Committee is to act as an advisory body to the Board of Directors, and is responsible for matters related to the election and dismissal of directors, the selection and dismissal of representative directors, matters related to the compensation of directors. |
Junpei Nishitani (Chair, Independent Outside Director) Yasunori Yoshimura (Independent Outside Director) Naoki Yoshida |
| Compliance Committee |
The Compliance Committee is responsible for planning fraud prevention, planning inspections and investigations, verifying the results of inspections and investigations, and sharing and verifying cases of fraud at other companies. The Committee is chaired by the Executive Officer in charge of Legal Affairs and Compliance. The members include Hideki Moriya, Representative Director and Senior Executive Officer (CSO), Naoko Kishimoto, Director (Audit and Supervisory Committee member), executive officers and department heads from related departments, totaling 9 members. Naoko Kishimoto, Director (Audit and Supervisory Committee member), is an outside director. |
Hideki Moriya Naoko Kishimoto (Independent Outside Director) |
| Internal Audit Department | The Internal Audit Department, under the direct authority of the Board of Directors, is independent of divisions that execute operations. This department provides a point of contact, as necessary, between the independent auditor and Audit and Supervisory Committee members and undertakes audits, based on an auditing plan, to ascertain the legality and appropriateness of the activities of divisions and subsidiaries. In addition, the department applies an internal control perspective to its monitoring of key business practices in all divisions, at stores, and subsidiaries. There are five employees in the Internal Audit Department. | - |
As of October 15, 2024
Board and committee meetings in FY2024
| Committee name | Number of meetings held | Attendance rate |
|---|---|---|
| Board of Directors | 13 | 94.2% |
| Audit and Supervisory Committee | 14 | 97.6% |
| Nomination and Compensation Committee | 4 | 100% |
| Compliance Committee | 6 | 100% |
Board and committee meetings in FY2024
| Name | Position (as of June 30, 2024) |
Board of Directors Meetings (13 meetings in total) |
Nomination and Compensation Committee (4 meetings in total) |
Audit and Supervisory Committee Meetings (14 meetings in total) |
|---|---|---|---|---|
| Naoki Yoshida | President, Representative Director and CEO |
13/13 | 4/4 | － |
| Kazuhiro Matsumoto | Director, Senior Managing Executive Officer and CMO (Global) |
13/13 | － | － |
| Hideki Moriya | Director, Managing Executive Officer, CSO and Acting CFO |
13/13 | － | － |
| Yuji Ishii | Director, Managing Executive Officer and CAO |
13/13 | － | － |
| Hitomi Ninomiya | Director and Executive Officer |
12/13 | － | － |
| Isao Kubo | Outside Director | 12/13 | － | － |
| Takao Yasuda | Director (non-standing) Founding Chairman and Supreme Advisor |
9/13 | － | － |
| Yasunori Yoshimura | Outside Director (Audit and Supervisory Committee Member) |
12/13 | 4/4 | 13/14 |
| Jumpei Nishitani | Outside Director (Audit and Supervisory Committee Member) |
13/13 | 4/4 | 14/14 |
| Masaharu Kamo | Outside Director (Audit and Supervisory Committee Member) |
13/13 | － | 14/14 |
Corporate Governance Structure
As of October 15, 2024
