Board of Directors / Officers
Composition of the Board of Directors and Reasons for Selection
The Board of Directors consists of eight directors including two outside directors and, as a general rule, a regular meeting is held every month. In addition, a temporary meeting is held as necessary.
The Board of Directors makes decisions regarding management strategy, management plans, and other important management items for the sustainable growth through realizing our vision, creation of our social significance, and improving our corporate value over the mid to long term, taking fiduciary duty and accountability to our shareholders into consideration.
Policy on the Balance, Diversity, and Size of Board of Directors
The Board of Directors identifies the skills it requires in reference to our management strategy and establishes a policy on the balance, diversity, and scale of the knowledge, experience, and ability of the Board as a whole. Then, the Board formulates a skill matrix that lists knowledge, experience, ability, and other items of each director and makes it public through notice of convocation of General Meeting of Shareholders and other means.
Composition of the Board of Directors and Skill Matrix
| Name | Position | Main field of expertise and experience/field of expected contribution | |||||
|---|---|---|---|---|---|---|---|
| Experience in corporate management | Store development/marketing | Human resources/organizational development | Finance and accounting/M&A | Governance | IT | ||
| Atsushi Sawa | Representative Director,CEO(Chair) | ○ | ○ | ○ | ○ | ||
| Yoshihiro Kato | Director,CVO founder | ○ | ○ | ○ | |||
| Kenichi Komiya | Director,COO | ○ | ○ | ○ | |||
| Maki Otani | Director,CFO | ○ | ○ | ○ | ○ | ||
| Akihiko Ishikawa | Director founder | ○ | ○ | ○ | ○ | ||
| Tetsuji Kamisawa | Director, Full-time Audit and Supervisory Committee Member | ○ | ○ | ○ | ○ | ○ | |
| Yoshiaki Mikami | Director, Audit and Supervisory Committee Member (Outside) | ○ | ○ | ○ | ○ | ○ | |
| Junko Mori | Director, Audit and Supervisory Committee Member (Outside) | ○ | ○ | ||||
| Name | Responsibilities and important concurrent positions at the Company (As of February 28, 2023) | Attendance | Reason for selection |
|---|---|---|---|
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Representative Director,CEO, Representative Director and President of Oz Project Co., Ltd., Director of YAMATO, Inc. | Board of Directors meetings 20/20 | He was selected as a director because the Company determined that he can contribute in the sustainable growth and improvement of corporate value in the mid to long term with his long years of experience in taking charge of the sales and management departments and having a wide range of knowledge in our business. |
 |
Director,CVO founder | Board of Directors meetings 20/20 | He was selected as a director because the Company determined that he is suitable for promoting management due to his wealth of experience in management experience as President and Representative Director and Board of Directors Chairperson since founding the Company with Akihiko Ishikawa in 1998 and having knowledge of management overall. |
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Director,COO | Board of Directors meetings 18/20 | He was selected as a director because the Company determined that he can contribute in the sustainable growth and improvement of corporate value in the mid to long term with his wealth of experience and knowledge as a manager through his long years of experience as a president and representative director in another company and fulfilling a competent role in decision making of important items and auditing of operational execution in the Company. |
 |
Director,CFO | Board of Directors meetings 20/20 | He was selected as a director because the Company determined that he can contribute in the sustainable growth and improvement of corporate value in the mid to long term with his long years of experience in taking charge of the sales department and having a management perspective as well as knowledge of management overall. |
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Director founder | Board of Directors meetings 20/20 | He was selected as a director because the Company determined that he is suitable for promoting management due to his wealth of experience in management experience since founding the Company with Yoshihiro Kato in 1998 and having knowledge of management overall. |
| Tetsuji Kamisawa | Director (Full-time Audit and Supervisory Committee Member) | Board of Directors meetings 20/20 | He was selected as a director because the Company determined that he can fulfill the role the Company expects form him to strengthen auditing of its management through with long years of experience in financial institution and business firm and wealth of knowledge as well as experience taking part in corporate management as an officer. |
| Name (Date of Birth) | Responsibilities and important concurrent positions at the Company (As of February 28, 2023) | Attendance | Reason for selection |
|---|---|---|---|
| Yoshiaki Mikami | Director (Audit and Supervisory Committee Member) | Board of Directors meetings 20/20 | He was selected as a director because the Company determined that he can provide valuable advice from the perspectives of legality and validity on the Company's decision making regarding operational execution with his experience as an officer in corporate management. |
| Junko Mori | Director (Audit and Supervisory Committee Member) | Board of Directors meetings 16/16* | She was selected as a director because the Company determined that she can fulfill the role the Company expects from her to realize socially fair decision making and improving the effectiveness of auditing its management with her wealth of experience and high level of expertise as an attorney. |
- *Ms. Junko Mori is a newly appointed outside director who was elected at the 25th Ordinary General Meeting of Shareholders held on February 24, 2023, and has attended all meetings of the Board of Directors held since her appointment.
The Company has established standards for determining the independence of independent directors referring to the standards set by the stock exchange. We determine that the outside director has sufficient independence if the outside director does not fall under any of the following items.
(1) Former member of the Company or its consolidated subsidiaries (hereafter the Group)
(2) Major stakeholder of the Company
(3) Operational executive of a company or other entities listed below
- Major business partner of the Group
- Major lender for the Group
- Company that holds more than 10% of the voting shares of the Group
(4) Belongs to an auditing firm that is the accounting auditor of the Group
(5) Consultant, accountant, tax accountant, attorney, or other expert that receives large sum of monetary or other assets from the Group
(6) Those receiving large sum of donations from the Group
(7) Operational executive of another company that will be in mutual appointment relationship as an outside director
(8) Those whose close relative falls under any of the items (1) to (7) (person of importance excluding items (4) and (5))
(9) Those who fall under any of the items (2) to (8) in the past three years
(10) Those who are recognized to have special interests that may conflict with the Company
Status of Outside Directors
The Company has established standards for determining the independence of independent directors referring to the standards set by the Tokyo Stock Exchange and selected two outside directors. The outside directors were determined to have the ability to improve the effectiveness of management audit as well as provide appropriate advice based on their wealth of experience and high level of expert knowledge as attorneys and experience in taking part in corporate management. We believe that we have a structure in which our audit functions in management are sufficiently ensured.
Opinion Exchange with Outside Directors
Our two outside directors are both directors that are Audit and Supervisory Committee members and regularly exchange opinion and information at the Board of Directors meetings and Audit and Supervisory Committee meetings to enable them to adequately communicate as well as effectively supervise and audit.
Audit and Supervisory Committee meets with the accounting auditor and shares information on audit plans, focus areas for audit, items found by audit, audit results, and other matters for close coordination. We have built a system that enables to request advice from the accounting auditor as an expert in case any questions arise during an audit by the Audit and Supervisory Committee.
Effectiveness Evaluation of Board of Directors
Basic Policy on the Effectiveness Evaluation of Board of Directors
We evaluate the effectiveness of the Board of Directors every year in order to improve its functionality. Evaluation is conducted based on questionnaires from all directors, which are analyzed and evaluated by a voluntary advisory committee and then reported to the Board of Directors. The Board discusses the final evaluation and the outcome and overview of the results are released to the public.