Outside Directors and Outside Corporate Auditors
Among the eight directors, five outside directors with advanced management experience and knowledge are appointed to strengthen the supervisory function of our business execution.
The five outside directors are registered with the Tokyo Stock Exchange as independent outside directors, accounting for the majority of directors. We have created a system for fair deliberation by including two independent outside directors as members of the Nomination Committee and the Remuneration Committee, which are the advisory committees for nomination and remuneration.
Attendance of Meetings in 2022
|
Name |
Independent
Officer |
Committee
Member |
Attendance of Meetings in 2022 |
Board of
Directors |
Board of
Auditors |
Nomination
Committee |
Remuneration
Committee |
|
Corporate
Director
|
Makoto
Tani |
― |
○ |
13 out of 13 times
（100%） |
― |
6 out of 6 times
（100%） |
5 out of 5 times
（100%） |
Minoru
Kanaya |
― |
― |
13 out of 13 times
（100%） |
― |
― |
― |
Toshiaki
Ookawara |
― |
― |
13 out of 13 times
（100%） |
― |
― |
― |
|
Outside
Director
|
Atsushi
Nishijo |
○
*Head of Outside Directors
Outside Director |
○ |
13 out of 13 times
（100%） |
― |
6 out of 6 times
（100%） |
5 out of 5 times
（100%） |
Fumio
Tahara |
○ |
○ |
13 out of 13 times
（100%） |
― |
6 out of 6 times
（100%） |
5 out of 5 times
（100%） |
Ayako
Sano |
○ |
― |
13 out of 13 times
（100%） |
― |
― |
― |
|
Corporate
Auditor
|
Makoto
Suzuki |
― |
― |
13 out of 13 times
（100%） |
13 out of 13 times
（100%） |
― |
― |
|
Outside
Corporate Auditor
|
Tatsuya
Aoyagi |
○ |
― |
13 out of 13 times
（100%） |
13 out of 13 times
（100%） |
― |
― |
Reiko
Okuhara |
○ |
― |
10 out of 01 times
（100%）
※ |
10 out of 10 times
（100%）
※ |
― |
― |
- * Of the officers as of March 2023, officers who took office after the Shareholders Meeting held in March of the same year are excluded.
- * The number of meetings differs for a corporate auditor, Reiko Okuhara, from other outside corporate auditors as she was elected at the 11h Ordinary General Meeting of Shareholders held on March 30, 2022.
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.