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Composition, etc., of the Board of Directors

Last update: June 4, 2020

  the Board of Directors

1Composition of the Board of Directors (balance among knowledge, experience, and skills, and diversity and size, of the Board of Directors)
[CGC Supplementary Principle 4.11.1]Updated

The Company emphasizes the composition of Directors and Audit & Supervisory Board Members for the Board of Directors having a good overall balance of knowledge, experience, and skills to effectively perform the role and responsibilities of the Board and ensuring both diversity and an appropriate size.
 In particular, as a holding company, the Company needs to conduct comprehensive and multifaceted management for diverse business domains. Therefore, the Company examines the Board composition, considering diversity in terms of female and non-Japanese Directors and Audit & Supervisory Board Members as well as the balance among their knowledge, experience, and skills.
 For the Company’s Audit & Supervisory Board Members, the Company takes care to appoint such persons with appropriate knowledge of finance and accounting.
 The Company stipulates the aforementioned policies in the “Guidelines for Directors and Audit & Supervisory Board Members (resolved at the Board of Directors meeting held on April 7, 2016).”

Composition of the Board of Directors for FY2021

With respect to the members of the Board of Directors for FY2021, from the perspective of ensuring a good balance of knowledge, experience, skills, and diversity, we considered appointing members who are deemed appropriate for the Board of Directors, which continues to promote measures aimed at improving the Group’s corporate value over the medium to long term and will formulate a new Medium-Term Management Plan in this fiscal year.
 Given the greater importance to the Group’s future management of sustainably raising corporate value, increasing returns that exceed the cost of capital, and enhancing the Group’s cash flow creation, we have decided to increase by one the number of Directors in the Corporate Finance & Accounting Division to stabilize the Group’s financial base and strengthen its financial discipline.
 Comprising diversity-ensured members, the Company’s Board of Directors will continue to effectively fulfill its roles and responsibilities.

Reasons for Selection as Director (Internal)

Name (without honorifics) Reasons for Selection (experience and knowledge)
Ryuichi Isaka He has overseas business experience and broad knowledge of the retailing industry cultivated as a president of a Group company and a director of the Company as well as broad knowledge and experience in company management including the franchise business, marketing, and management administration, as well as sustainability (addressing environmental and social issues and so forth). The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to maximize the Group’s corporate value through the generation of new business and through activation of our existing business by means of using the collective capabilities of the retail group, which has various business categories.
Katsuhiro Goto He has broad knowledge of the retailing and financial industries cultivated as a director of the Company and its Group companies including a finance related subsidiary as well as broad knowledge and experience in areas including advertising and branding, management administration, risk management, and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to advance Group function (strengthening the provision of high value added services and the function of administrative divisions).
Junro Ito He has overseas business experience and broad knowledge of the retailing industry cultivated as a director of the Company and its Group companies as well as broad knowledge and experience in ESG (Environment, Social, Governance), risk management, accounting and finance, social marketing, and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to enhance its corporate value including non-financial aspects, and to smoothly execute group management.
Kimiyoshi Yamaguchi He has broad knowledge of the retailing industry cultivated as a director of the Company and its Group companies as well as broad knowledge and experience relating to marketing including advertising, branding, management information analysis and sustainability (addressing environmental and social issues and so forth). The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to activate the Group companies’ corporate communication, etc.
Yoshimichi Maruyama He has business experience in a financial institution and broad knowledge relating to the Group’s overall operations cultivated as a senior officer in the risk management division of the Company and the finance division of the Company as well as broad knowledge and experience relating to risk management, finance and accounting, and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to stabilize the Group’s financial base, and to strengthen financial discipline.
Fumihiko Nagamatsu He has broad knowledge of the retailing industry cultivated as a president of a Group company and a director of the Company as well as broad knowledge and experience relating to company management including the franchise business, management administration, personnel management, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to advance Group functions, and to pursue Group synergies.
Shigeki Kimura He has broad knowledge of the retailing industry cultivated as a director of the Company and its Group companies as well as broad knowledge and experience in areas including management administration and risk management. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to coordinate with Group companies, etc.
Joseph M. DePinto He has broad knowledge of the international retailing business cultivated as a president of our American Group company and as a director of the Company as well as broad knowledge and experience relating to company management, the franchise business, management administration, marketing and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to provide advice to the Company’s Board of Directors from an international perspective, and to promote global management of the Company.

Reasons for Selection as Director (Outside)

Name (without honorifics) Reasons for Selection (experience and knowledge)
Yoshio Tsukio He has broad high level knowledge and experience including his experience being responsible for IT policy for the government as Vice-Minister for Policy Coordination at the Ministry of Internal Affairs and Communications, participation in city planning for various areas around the world as a university professor and involvement in constructing a sustainable society, and monitoring current natural environmental issues by visiting various places around the world, and he has insights regarding measures for such issues, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve the effectiveness of the Company’s management and the Board of Directors.
Kunio Ito He has broad high level knowledge and experience regarding finance and accounting, economics including marketing and branding, ESG (Environment, Society, Governance), risk management, etc. cultivated through his long term work experience as a university professor and his abundant experience as an outside executive of other companies. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve the effectiveness of the Company’s management and the Board of Directors.
Toshiro Yonemura He has held such important positions as Superintendent General of the Tokyo Metropolitan Police Department and Deputy Chief Cabinet Secretary for Crisis Management, has held positions such as Chief Security Officer (CSO) of the Tokyo Organising Committee of the Olympic and Paralympic Games, and has broad high level knowledge and experience regarding organizational management, risk management, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve risk management and the effectiveness of the Company’s management and the Board of Directors.
Tetsuro Higashi He has business experience overseas, has held such important positions as Representative Director, Chairman and President, etc. of Tokyo Electron Limited, and has broad high level knowledge and experience regarding international corporate management, management administration, finance, accounting, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve the effectiveness of the Company’s management and the Board of Directors.
Kazuko Rudy She has business experience overseas and broad high level knowledge and experience regarding the retail industry, marketing, etc. cultivated through her experience working at a cosmetics company, etc., working as a consultant, and working as a graduate school professor. The Company would like her to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve the effectiveness of the Company’s management and the Board of Directors.

Reason for Selection as Audit & Supervisory Board Member (Internal)

Name (without honorifics) Reasons for Selection (experience and knowledge)
Noriyuki Habano He has broad knowledge related to the overall operations of the Group cultivated as a Senior Officer of the Auditing Office of the Company, as well as broad knowledge and experience in marketing, branding, risk management, etc. The Company would like him to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing his knowledge and experience.
Yoshitake Taniguchi He has experience in investment bank operations in the financial industry, group management operations, and business management operations of business companies, as well as broad knowledge and experience related to the retail industry, finance, and accounting, cultivated through his work at the finance and accounting division in the Company and its Group companies. The Company would like him to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing his knowledge and experience.

Reason for Selection as Audit & Supervisory Board Member (Outside)

Name (without honorifics) Reasons for Selection (experience and knowledge)
Kazuhiro Hara He has abundant experience and technical knowledge related to finance, accounting, tax, and risk management cultivated as a certified public accountant and tax accountant. The Company would like him to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing his knowledge and experience.
Mitsuko Inamasu She has abundant experience and technical knowledge related to overall corporate legal affairs, including legal affairs pertaining to the digital field, and risk management cultivated as an attorney at law. The Company would like her to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing her knowledge and experience.
Kaori Matsuhashi She has abundant experience and technical knowledge related to finance, accounting, business management, and risk management cultivated through her experience in a business company and as a consultant and certified public accountant. The Company would like her to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing her knowledge and experience.

2Numbers and composition ratios of Outside Directors and Outside Audit & Supervisory Board Members Updated

The numbers and composition ratios of the Outside Directors and Outside Audit & Supervisory Board Members of the Company are: 5 Outside Directors out of 13 Directors and 3 Outside Audit & Supervisory Board Members out of 5 Audit & Supervisory Board Members.
 As mentioned above, as a holding company, the Company needs to conduct comprehensive and multifaceted management for diverse business domains. Accordingly, the composition of its Outside Directors and Outside Audit & Supervisory Board Members is to be examined considering not only ensuring diversity but also bearing in mind the overall balance of knowledge, experience, and skills. The Company therefore values having a diverse team of Outside Directors and Outside Audit & Supervisory Board Members to provide multifaceted management advice, including raising issues, and thereby ensures active discussion within the Board of Directors.
 While being extremely conscious of the diversity of its Outside Directors and Outside Audit & Supervisory Board Members, we believe that the most important aspect is “personnel selection.” We have not yet reached the conclusion that setting formal numbers of Outside Directors and Outside Audit & Supervisory Board Members based on constant composition ratios would be optimal for the Company’s Board of Directors. Therefore, we have not set a specific policy on the composition ratio of Outside Directors and Outside Audit & Supervisory Board Members, including Independent Outside Directors.
 We will continue to discuss this point, not only through dialogue with our stakeholders, but also based on social trends.

3View on independence of Outside Directors and Outside Audit & Supervisory Board Members and independence standards
[CGC Principle 4.9]

(1) Designation of Independent Directors and Independent Audit & Supervisory Board Members

The Company designates all Outside Directors and Outside Audit & Supervisory Board Members who satisfy the qualifications for independent officers as the Independent Outside Directors and Independent Outside Audit & Supervisory Board Members.

(2) Independence standards for Outside Directors and Outside Audit & Supervisory Board Members

As mentioned above, the Company emphasizes diversity in its Directors and Audit & Supervisory Board Members, including in Outside Directors and Outside Audit & Supervisory Board Members, and strives to secure high-quality external human resources who will support enhanced corporate governance. Accordingly, the Company has adopted the following standards for independence of Outside Directors and Outside Audit & Supervisory Board Members, considering that it is better to judge each candidate from the essential perspective of whether they have any potential conflict of interest with general shareholders.
 The opinions of the Outside Directors and Outside Audit & Supervisory Board Members were also considered in the adoption of the following standards; however, the Company will continue to discuss the standards going forward, noting that other companies and so forth have examined their independence standards from various perspectives.

1. Independence standards for Outside Directors and Outside Audit & Supervisory Board Members

(1) Fundamental approach
Independent Directors and Independent Audit & Supervisory Board Members are defined as Outside Directors and Outside Audit & Supervisory Board Members who have no potential conflicts of interest with general shareholders of the Company.
 In the event that an Outside Director or an Outside Audit & Supervisory Board Member is likely to be significantly controlled by the management of the Company or is likely to significantly control the management of the Company, that Outside Director or Outside Audit & Supervisory Board Member is considered to have a potential conflict of interest with general shareholders of the Company and is considered to lack independence.
(2) Independence standards
In accordance with this fundamental approach, the Company uses the independence standards established by the financial instruments exchange as the independence standards for the Company’s Outside Directors and Outside Audit & Supervisory Board Members.

2. De minimis thresholds for information disclosure regarding the attributes of Independent Directors and Independent Audit & Supervisory Board Members as negligible

(In the most-recent business year of the Company)

? With regard to “transactions,” “less than 1% of the non-consolidated revenues from operations of the Company in the most recent accounting period”

? With regard to “donations,” “less than ¥10 million”

4Concurrent positions of Directors and Audit & Supervisory Board Members
[CGC Supplementary Principle 4.11.2]Updated

The Company discloses concurrent positions held at other companies by the Company’s Directors and Audit & Supervisory Board Members in the convocation notices of the Annual Shareholders’ Meetings.

5Activities of the Board of Directors

(1) Setting the dates of the meetings of the Board of Directors and securing deliberation time

With regard to setting the dates of the meetings of the Board of Directors, considering the recent increase in the number of Outside Directors and Outside Audit & Supervisory Board Members, as well as the fact that some Directors reside overseas, the Company begins preparations early and sets the dates of meetings six months prior to the commencement of the fiscal year, to ensure that every member can attend.
 In terms of the deliberation time at the meetings of the Board of Directors, in light of the fact that meeting materials are shared in advance, the key points of the agenda are explained clearly and briefly, while sufficient time is allocated for both discussions and question and answer sessions. The Company has recently been making efforts to secure sufficient time for deliberation, through means such as prolonging the meetings themselves, in order to accommodate an increase in active discussions from diverse standpoints.
 If a matter for resolution and reporting is found to require further deliberation, the agenda, etc., after being redrafted and improved to reflect the observations of the Board of Directors, is again presented as follow-up deliberations at the next and subsequent meetings of the Board of Directors, and is accordingly confirmed and resolved, etc.

(2) Matters for deliberation

Although the Board of Directors deliberates a wide range of topics, the major items and the points of deliberation of each item are as follows.
 (The following presents examples. Accordingly, deliberations include, but are not limited to these items.)

ⅰ) Matters determined by laws and regulations, including the Companies Act (including determination of the agenda of the Shareholders’ Meeting)

In addition to confirming and determining the agenda of the meetings, etc., deliberations are held based on forward-looking variable elements, including revisions to laws that are scheduled in the future.

ⅱ) Matters determined by the Corporate Governance Code (including deliberations on matters related to sustainability, such as environmental policy)

Questions and recommendations are presented from a broader perspective, including initiatives undertaken by other companies, both in Japan and overseas, while at the same time confirmations are made regarding specific conditions, such as the on-site status of operating companies.

ⅲ) Items for follow-up deliberations, in cooperation with advisory committees to the Board of Directors (including the succession plan and revision of the compensation system for Directors and Audit & Supervisory Board Members)

Follow-up deliberation items are discussed at the meetings of the Board of Directors or the Management Opinion Exchange Meetings, with interim reports presented by the Nomination and Compensation Committee (after the 15th Annual Shareholders’ Meeting held on May 28, 2020, "Nomination Committee and Compensation Committee") to the Board of Directors, as necessary. In addition, more detailed deliberations are conducted by each Committee based on the discussions by the Board of Directors and the Management Opinion Exchange Meetings, after which the Board of Directors, based on the recommendations of each Committee, conducts deep-dive deliberations in which matters are resolved after an overall discussion.

ⅳ) Progress of the Medium-Term Management Plan, and the strategies and policies of the Group and its operating companies

In addition to confirming the progress of the Medium-Term Management Plan, the Board of Directors also confirms the implementation status of the various strategies and policies described in this report, in terms of the results, issues to be addressed, and measures going forward.

ⅴ) Management situation of the major operating companies (including PMI reports)

The management situations of the major operating companies are reported, and the progress of structural reforms and the implementation status of each company’s PDCA, etc., is confirmed, including issues to be addressed and measures going forward.

ⅵ) Internal controls, the status of risk management, and the implementation status of compliance

The Board of Directors not only confirms the implementation status of internal controls based on the reports of the internal auditing division, etc., but also monitors the development, operation, and improvement status of the risk management system.
 In addition, with regard to compliance issues that arise at operating companies, the Board of Directors receives specific reports from these operating companies, in light of their materiality, and confirms the implementation status of improvement measures, including measures to prevent the recurrence of such incidents.

6Evaluation of the Board of Directors’ effectiveness
[CGC Supplementary Principle 4.11.3] Updated

1) Fundamental approach to evaluation of the Board of Directors’ effectiveness

The Company conducts the Board of Directors’ effectiveness evaluation (referred to as “Board of Directors’ evaluation”) through objective analysis and thorough discussions by members of the Board of Directors regarding “whether the Board of Directors is effectively functioning to realize corporate value and improve corporate governance as the Company aims.” The evaluation is positioned as an important factor in the PDCA cycle leading to specific actions for further improvements.
 In addition, the Company has established the Board of Directors’ evaluation implementation policy, as follows.

Board of Directors’ evaluation implementation policy

ⅰ) The evaluation shall basically be a “self-evaluation,” to be performed each year by all Directors and all Audit & Supervisory Board Members.

ⅱ) Progress of the important topics set in the previous year’s Board of Directors’ evaluation shall be confirmed and evaluated.

ⅲ) With regard to the Board of Directors’ evaluation process (conducting surveys and interviews, utilizing third-party organizations, etc.), the Board of Directors’ secretariat shall prepare a draft each time, and this draft shall be discussed by the Board of Directors.

(2) FY2020 Board of Directors’ evaluation process

Overview

The FY2020 Board of Directors’ evaluation process is as below.

Pre-evaluation survey Individual interviews Discussion
FY2018 Conducted for all Directors and all Audit & Supervisory Board Members Conducted for all Directors and all Audit & Supervisory Board Members Conducted for all Directors and all Audit & Supervisory Board Members
FY2019 Conducted only for newly appointed Directors and newly appointed Audit & Supervisory Board Members
FY2020 Conducted for all Directors and all Audit & Supervisory Board Members

Scope of evaluation

In addition to the Board of Directors itself, the scope of evaluation also covered relevant meeting bodies such as the Nomination and Compensation Committee, an advisory body, as well as the Management Opinion Exchange Meeting and the Audit & Supervisory Board.

Points of evaluation

ⅰ) Evaluation of the progress of the FY2020 important topics determined by the previous year’s Board of Directors’ evaluation

ⅱ) Fixed-point evaluations of the items monitored by the Board of Directors (values, sustainability, strategies, governance, etc.), based on the Guidance for Collaborative Value Creation

ⅲ) Fixed-point evaluations of important corporate governance-related items, as topics for the Board of Directors

ⅳ) Evaluation of the Audit & Supervisory Board, in addition to advisory bodies of the Board of Directors, etc. (the Nomination and Compensation Committee and the Management Opinion Exchange Meeting)

(3) Evaluation schedule and evaluation process

Overviews of the Board of Directors’ evaluation schedule and process are as below.

Overviews of evaluation schedule and process

Evaluation schedule and evaluation process

(4) Results of Board of Directors’ evaluation

The overview of the aforementioned Board of Directors’ evaluation is as below.

Overview of results of the FY2020 Board of Directors’ evaluation

ⅰ) Each Director and Audit & Supervisory Board Member is conducting deliberations from a variety of perspectives, based on his or her knowledge, experience, and skills, through free and open discussions, and the Board of Directors is appropriately fulfilling its role and responsibilities, including its monitoring functions

ⅱ) The Board of Directors is contributing to the enhancement of the effectiveness of governance and ensuring its effectiveness to improve medium- to long-term corporate value. Effectiveness has been steadily improving since the introduction of the Board of Directors’ evaluation in 2016.

ⅲ) On the other hand, with regard to the various issues that were identified during this evaluation, improvement measures must continue to be considered in preparation for the next Board of Directors’ evaluation to further improve the effectiveness of the Board of Directors.

Important topics Measures
Diversity of the Board of Directors Consider the appointment of Director candidates with financial expertise to promote structural reforms and growth strategies while building and maintaining a sound financial foundation and striving to improve capital efficiency
Chair of the Board of Directors Partially amend the Articles of Incorporation to allow the separation of the positions of the Chair of the Board of Directors and the President to enable flexible responses in the operation of the Board of Directors, including the possibility of selecting the Chair of the Board of Directors from non-executive Directors, including Outside Directors
Maximum number of Directors Amend the Articles of Incorporation to optimize the maximum number of Directors (changed from 18 to 15) from the perspective of enabling each Director to freely and openly make inquiries and engage in constructive discussions, accelerating decision-making in response to the changing business environment, and strengthening the management supervisory function of the Board of Directors
Composition of Nomination and Compensation Committee To utilize the knowledge of diverse Outside Directors and Outside Audit & Supervisory Board Members in committee deliberations and further improve objectivity and transparency: ? Divide the Nomination and Compensation Committee into the Nomination Committee and the Compensation Committee ? Increase the number of committee members from four to five and select Independent Outside Directors to exceed half the number of total Committee members ? Avoid selecting Representative Directors as Compensation Committee members
Nomination procedures Continue discussions regarding how the Company’s Board of Directors and the Nomination and Compensation Committee should be involved in successor plans for operating companies and executive appointments
Compensation procedures Add CO2 emissions reduction targets under the environmental goals “GREEN CHALLENGE 2050” to key performance indicators (KPI) for stock-based compensation as a non-financial indicator from FY2021
Other Continue to deliberate ideal key performance indicators (KPI), Group synergy, etc., while finalizing the new Medium-Term Management Plan to be announced at a future date
Continue to deliberate how to respond to information gaps between Outside Audit & Supervisory Board Members and Outside Directors, opportunities for gaining an understanding of site information, etc.

We will confirm and evaluate the progress on these important topics at upcoming and future evaluations of the Board of Directors.
 Based on the results of this evaluation of the Board of Directors’ effectiveness, we will work to further improve the effectiveness of the Board of Directors in order to achieve sustainable growth and increase corporate value over the medium to long term.

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