Outside Directors and Outside Corporate Auditors
To strengthen the supervision of business execution, we have appointed five outside directors with high-level management experience and knowledge.
The five outside directors are registered with the Tokyo Stock Exchange as independent directors, and they represent a majority of all directors. Of these, three independent outside directors are included in the Nomination Committee and the Compensation Committee, which are advisory committees for nomination and compensation, to ensure fair deliberations.
Attendance of Meetings in 2023
|
Name |
Independent
Officer |
Committee
Member |
Attendance of Meetings in 2023 |
Board of
Directors |
Board of
Auditors |
Nomination
Committee |
Remuneration
Committee |
|
Corporate
Director
|
Makoto
Tani |
― |
○ |
13 out of 13 times
（100%） |
― |
4 out of 4 times
（100%） |
3 out of 3 times
（100%） |
Minoru
Kanaya |
― |
― |
13 out of 13 times
（100%） |
― |
― |
― |
|
Outside
Director
|
Atsushi
Nishijo
*Lead |
○
|
○ |
13 out of 13 times
（100%） |
― |
4 out of 4 times
（100%） |
3 out of 3 times
（100%） |
Fumio
Tahara |
○ |
○ |
13 out of 13 times
（100%） |
― |
4 out of 4 times
（100%） |
3 out of 3 times
（100%） |
Ayako
Sano |
○ |
― |
13 out of 13 times
（100%） |
― |
― |
― |
|
Director,
Audit & Supervisory
Committee Chair
|
Makoto
Suzuki |
― |
― |
13 out of 13 times
（100%） |
12 out of 12 times
（100%） |
― |
― |
|
Outside Director
Auditor & Supervisory
Committee Member
|
Tatsuya
Aoyagi |
○ |
― |
13 out of 13 times
（100%） |
12 out of 12 times
（100%） |
― |
― |
Reiko
Okuhara |
○ |
― |
10 out of 01 times
（100%）
|
12 out of 12 times
（100%）
|
― |
― |
- * Of the officers as of March 2024, officers who took office after the Shareholders Meeting held in March of the same year are excluded.
- * Lead Independent Outside Director. Mr. Tahara will be the head independent outside director after April 2024.
Support System for Outside Directors
Support for outside directors is mainly provided by the General Affairs Group of the Company, which provides internal information necessary for supervision or auditing by outside directors. Specifically, information related to management is provided as needed, and information on important measures and risks is shared as necessary in accordance with the Group Emergency Response Regulations. The General Affairs Group also serves as a contact point for questions and suggestions from outside directors, and works with related internal departments to ensure two-way communication.
In addition, we hold a study session for outside directors at least once a year, inviting outside lecturers on themes such as risk management, governance, and ESG. In addition, we hold liaison meetings for independent directors two to three times a year as an opportunity for them to understand our business and its risks, and to confirm the actual sites of risks by inspecting our stores and factories.