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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 2024 is 25%.

Director Skill Matrix

 

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.