Outside Directors and Outside Corporate Auditors
To strengthen the supervision of business execution, we have appointed six outside directors, representing half of our total of 12 directors, who possess extensive management experience and knowledge. These six outside directors are registered with the Tokyo Stock Exchange as independent directors. (Our Board of Directors aims for independent outside directors to constitute at least 50% of its members.) Of these, three serve as members of the Nomination Committee and the Compensation Committee, which are advisory committees to the Board of Directors, thereby establishing a system for fair deliberations.
Attendance of Meetings in 2024
|
Name |
Independent
Officer |
Committee
Member |
Attendance of Meetings in 2024 |
Board of
Directors |
Board of
Auditors |
Nomination
Committee |
Remuneration
Committee |
|
Corporate
Director
|
Makoto
Tani |
― |
○ |
13 out of 13 times
（100%） |
― |
5 out of 5 times
（100%） |
3 out of 3 times
（100%） |
Minoru
Kanaya |
― |
○ |
13 out of 13 times
（100%） |
― |
3 out of 3 times
（100%） |
1 out of 1 times
（100%） |
|
Outside
Director
|
Fumio
Tahara
*Lead |
○
|
○ |
13 out of 13 times
（100%） |
― |
5 out of 5 times
（100%） |
3 out of 3 times
（100%） |
Ayako
Sano |
○ |
○ |
13 out of 13 times
（100%） |
― |
3 out of 3 times
（100%） |
1 out of 1 times（100%） |
Hirohiko
Imura |
○ |
○ |
13 out of 13 times
（100%） |
― |
3 out of 3 times
（100%） |
1 out of 1 times
（100%） |
|
Director,
Audit & Supervisory
Committee Chair
|
Makoto
Suzuki |
― |
― |
13 out of 13 times
（100%） |
14 out of 14 times
（100%） |
― |
― |
|
Outside Director
Auditor & Supervisory
Committee Member
|
Tatsuya
Aoyagi |
○ |
― |
13 out of 13 times
（100%） |
14 out of 14 times
（100%） |
― |
― |
Reiko
Okuhara |
○ |
― |
13 out of 13 times
（100%）
|
14 out of 14 times
（100%）
|
― |
― |
- * Of the officers as of March 2025, officers who took office after the Shareholders Meeting held in March of the same year are excluded.
- * Lead Independent Outside Director.
Support System for Outside Directors
Support for outside directors is primarily handled by the General Affairs Group of our company, which provides internal information necessary for their supervision or auditing. Specifically, information related to management is provided as appropriate, and a system is in place to share important policy and risk information as needed, in accordance with the Group Emergency Response Regulations. Furthermore, the General Affairs Group serves as a contact point for questions and suggestions from outside directors, coordinating with relevant internal departments to ensure two-way communication.
In addition, we regularly hold study sessions for outside directors at least once a year, inviting external lecturers to discuss themes such as risk management. Moreover, as an opportunity to deepen their understanding of our business and its risks, we regularly hold liaison meetings for independent directors two times a year, where they conduct on-site confirmations of risks by inspecting our stores and factories.