Corporate Governance Organizational Chart
Institutional design structure | Company with Board of Directors and Audit and Supervisory Committee |
---|---|
Number of directors (number of outside directors) | 8 (2) |
Number of Audit and Supervisory Committee members (number of outside Audit and Supervisory Committee members) | 3 (2) |
Term of office of directors | One year for directors (excluding directors that are Audit and Supervisory Committee members) Two years for directors that are Audit and Supervisory Committee members |
Implementation of executive officer system | Yes |
Voluntary advisory committee of the Board of Directors | Advisory Committee |
Director remuneration system | Basic remuneration is determined based on the director's responsibilities, term of office, individual performance, and title. Basic remuneration consists of fixed and variable remunerations, of which variable remuneration is determined based on the level of achievement of an ordinary profit target. Ordinary profit is set as the determining value as the Company views ordinary profit as an important indicator for determining growth and profitability, which the Company regards as important factors in management. Remuneration for directors that are Audit and Supervisory Committee members is determined within the total amount based on the resolution of the General Meeting of Shareholders based on discussion at the Audit and Supervisory Committee meeting. |
Accounting auditor | Deloitte Touche Tohmatsu LLC |
Corporate governance structure
Name | Role |
---|---|
Board of Directors | The Board of Directors of our company makes decisions on matters stipulated in the Board of Directors Regulations, such as matters required by law and important matters related to corporate management and group management, and also supervises the execution of duties by directors and executive officers through the regular reports they provide. It also makes decisions on other important management items, and has established an internal control system and risk management system to create an environment that supports an appropriate risk-taking approach by senior management. We also evaluate effectiveness of the Board of Directors every year for purpose of improving 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. |
Executive Officers | Our Company has implemented an executive officer system to promote management efficiency by speeding up the decision-making process as well as strengthening supervisory functions regarding the execution of business, thus separating functions and delegating authority. Executive Officers of our company comprise nine executive directors and executive officers other than the President and Representative Director and the Board of Directors Chairperson, and generally meet once a month. The company's Executive Officers deliberate on the Group's management policies, budget proposals, new business plan proposals, and other important matters concerning the execution of business operations, and submit matters for resolution by the Board of Directors to the Board of Directors. |
Risk Management Committee | The company's Risk Management Committee is chaired by the Representative Director or a director appointed by the Representative Director, and consists of officers selected by the Chairman and appointed by the Chief Executive Officer. The Risk Management Committee covers the role of development, operation, and supervision of the internal control system for preventing and mitigating the occurrence of risks that may hinder the achievement of organizational goals, and in the case that damage does occur, develops and operates a system to prevent the spread of damage and minimize that damage, as well as to achieve the four objectives of internal control: "effectiveness and efficiency of operations," "credibility of financial reporting," "compliance with laws and regulations related to business activities," and "asset protection." |
Advisory Committee | Our Advisory Committee comprises two outside directors and two internal directors, with at least half of the members being outside directors. Our Audit and Supervisory Committee discusses selection and dismissal of director candidates that are not Audit and Supervisory Committee members and their remuneration as well as effectiveness evaluation and other corporate governance related matters. With these discussions, we are able to utilize the knowledge and advice of outside directors while ensuring objectivity and transparency of processes related to these items and make further improvements to our corporate governance system. |
Audit and Supervisory Committee | The Audit and Supervisory Committee comprises three directors, including two outside directors, and audits the execution of business by directors as an independent body entrusted by the shareholders. The Audit and Supervisory Committee holds regular meetings with the Representative Director, and full-time Audit and Supervisory Committee members hold regular meetings not only with the Board of Directors but also with non-Audit and Supervisory Committee members. The Audit and Supervisory Committee also audits the execution of business by directors from various perspectives with respect to the status of important internal meetings and projects, as well as the compliance with laws, regulations, the Articles of Incorporation, and the validity of decision-making. The Audit and Supervisory Committee maintains close cooperation with the Internal Audit Office and other departments in charge of monitoring functions, receives reports from the Internal Audit Office and other departments on audit results, requests investigations or issues specific instructions as required, and also works with the Internal Audit Office and other departments on a daily and flexible basis to improve audit effectiveness and efficiency. The Audit and Supervisory Committee also gives priority instructions to the Internal Audit Office. In addition, regular meetings are held for the cooperation and exchange of information between the Audit and Supervisory Committee and accounting auditors. |
Internal Audit Office | The Internal Audit Office was established and operates under the supervision of the President and Representative Director, with four members conducting operational audits, personal information audits, and assessments of the effectiveness of the maintenance and operation of internal controls based on an annual audit plan, as part of initiatives aimed at strengthening corporate governance. Audit results are reported to the Representative Director and the Board of Directors, as well as to the Full-time Audit and Supervisory Committee members once a month to share information. |
Composition of the Board of Directors and Skill Matrix
In order to achieve sustainable growth, create our social significance and improve our corporate value in the mid to long term through the realization of our vision, the Board of Directors is composed of the following members.
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 | ||
Akihiko Ishikawa | President and Representative Director, Executive Officer (Chair) | ○ | ○ | ○ | ○ | ||
Yoshihiro Kato | Board of Directors Chairperson | ○ | ○ | ○ | |||
Maki Otani | Director, Managing Executive Officer | ○ | ○ | ○ | ○ | ||
Atsushi Sawa | Director, Managing Executive Officer | ○ | ○ | ○ | ○ | ||
Kenichi Komiya | Director, Executive Officer | ○ | ○ | ○ | |||
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) | ○ | ○ |