Appointment of Senior Management and Nomination of Candidates for Directors and Auditors

Basic Approach

To respond to the rapidly changing restaurant market, we nominate directors candidates with diverse knowledge, experience and capability, regardless of whether they are from inside or outside the Company.
For internal director candidates, after considering the balance between their knowledge and experience in family restaurant management, financial strategy, and marketing strategy, we nominate those who can contribute to society through the restaurant business and demonstrate leadership to continuously raise corporate value.
For outside director candidates, we appoint those who have extensive management experience in various companies and organizations including in the restaurant industry.
For audit and supervisory committee members candidates, we appoint people who can properly audit directors’ execution of business based on their knowledge of corporate management and their knowledge and experience in accounting, finance, law, and risk management.
In addition to the above nomination policy, we have a policy of actively promoting female candidates as officers, granted that they have the necessary skills to form the Board of Directors. Specifically, we have set a target of 30% or more for the percentage of women serving on the Board of Directors by 2030, and the percentage of women on the Board of Directors in 2025 is 25%.

Director Skill Matrix

役員スキルマトリクス

Name	Makoto Tani	Minoru Kanaya	Yoshiaki Kita	Akira Hirano	Hisashi Nakashima	Fumio Tahara	Ayako Sano	Hirohiko Imura	Makoto Suzuki	Tatsuya Aoyagi	Reiko Okuhara	Takako Okada
Title	Chairman and CEO	President and COO	Executive Director and CFO	Director	Director	Outside director, Independent officer	Outside director, Independent officer	Outside director, Independent officer	Director, Standing Audit and Supervisory Committee member	Outside director, Audit and Supervisory Committee member, Independent officer	Outside director, Audit and Supervisory Committee member, Independent officer	Outside director, Audit and Supervisory Committee member, Independent officer
Reason for appointment	After serving as General Manager of the Sales Division and President and Representative Director of NILAX, Inc., Makoto Tani has served as President and CEO of the company since 2008. He was appointed as a director for his extensive business experience in the Group and intimate knowledge of consumer marketing in the food service market.	Minoru Kanaya was appointed as a director in view of results achieved in supervising our Finance, Administration, and Human Capital Management divisions, along with his wealth of experience and insights from working at securities companies, which we believe he will leverage on behalf of our growth strategy.	Yoshiaki Kita was appointed as a director on the basis of his extensive financial business experience and his knowledge in corporate and achievements in management as a consultant and financial advisor, in numerous cases involving large-scale M&A, corporate revitalization, finance, and financial institution projects.	Akira Hirano was appointed as a director on the basis of his experience and knowledge concerning approaches that capture consumer perspectives, as well as extensive experience from work as a certified public accountant and in consulting services.	As a representative director of Skylark Restaurants Co., Ltd., Hisashi Nakajima was appointed as a director on the basis of his management experience in overseeing the company's approximately 2,900 stores and his knowledge of our business.	Fumio Tahara was appointed as an outside director in the expectation that he will leverage his extensive experience and insights from working at the Ministry of Agriculture, Forestry and Fisheries and industry associations for the benefit of our management, and will provide advice and supervision from an objective and long-term perspective.	Ayako Sano was appointed as an outside director in the expectation that she will leverage her practical experience from working with a securities company, wide-ranging insights as an attorney, and experience with taxation to offer advice and supervision from an objective and long-term perspective.	Hirohiko Imura was appointed as an outside director in the expectation that, based on his high-level insights and experience as a representative director at companies in other industries, he will provide advice and supervision of benefit to stakeholders.	Makoto Suzuki was appointed as a director who is an Audit and Supervisory Committee member in the expectation that, based on his store management experience and subsequent experience including company, including positions as General Manager, Manager of the President's Office, and Manager of the Internal Audit Office, he will perform appropriate supervision of our management.	Tatsuya Aoyagi was appointed as an outside director who is an Audit and Supervisory Committee member in the expectation that, leveraging his extensive experience as a certified public accountant and tax his considerable knowledge of finance and accounting, he will provide supervision and advice on behalf of the company's management overall from an independent and neutral position.	Reiko Okuhara was appointed as an outside director who is an Audit and Supervisory Committee member in the expectation that, leveraging her work experience in the Ministry of Finance and her wide-ranging insights as an attorney, she will contribute to the enhancement of corporate governance.	Takako Okada was appointed as an outside director who is an Audit and Supervisory Committee member in the expectation that, based on her extensive experience in advisory work centered on taxation matters for listed companies, she will provide supervision and advice from an independent and neutral position.
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Procedures for Appointment of Senior Management and Nomination of Candidates for Board of Directors

In nominating candidates for directors, the Nominating Committee, the majority of whose members are independent outside directors, deliberates on the nomination of candidates for representative directors, directors, and executive officers from the perspective of maximizing the corporate value of the Group and submits proposals to the Board of Directors, thereby taking advantage of the knowledge and advice of outside officers and ensuring objectivity and transparency in the decision-making process for nominating officers. This ensures objectivity and transparency in the decision-making process regarding the nomination of directors and executive officers, as well as the knowledge and advice of outside officers.

Training Policy for Directors

The Group provides the necessary training and information as appropriate to enable directors to properly fulfill their roles and responsibilities.
As part of this effort, lectures and training sessions by experts on legal matters and corporate governance are held at least once a year for directors. To date, we have conducted study sessions on insider trading prevention, branding, risk management, crisis management, and ESG and corporate value enhancement.