Overview
Board of Directors Meeting
Our Board of Directors consists of eight directors, and in consideration of diversity and a balance in the knowledge, experience and capabilities of the Board of Directors as a whole, five are independent outside directors. We believe
this is necessary for our sustainable growth and medium-to long-term enhancement of corporate value of Skylark Group. As our Group’s highest decision-making body for management and execution of business, the Board of
Directors meets at least once a month in principle.
Analyzing and Assessing the Effectiveness of the Board of Directors
Based on the recognition that the Board of Directors should be a place for effective and strategic discussions for the sustainable growth of the Group and the enhancement of corporate value, we analyze and evaluate the effectiveness
of the Board of Directors from October to December each year with the aim of further enhancing its functions. FY2022 evaluations concluded that the size of our Board of Directors and the skills of individual directors are adequate.
*Board of Directors Meetings in FY2022: Held 13 times
Senior Management Meeting
To promptly and flexibly carry out planning and execution of Company-wide management policies and strategies, the Company has established the Senior Management Meeting, composed of the Chairman and Chief Executive Officer, President and Chief Operating Officer and all executive officers. During meetings, important matters related to the
entire Group are reported, examined, and discussed. The meeting is held every week in principle. In addition, Group Committees (the Personnel and Systems Committee and the Policy and Investment Committee) composed of members determined during Senior Management Meetings are held once a month to report on, examine. and discuss
important matters related to the entire Group, such as the personnel system, and policies.
*Senior Management Meetings (formerly Group Executive Officers’Meetings) in FY2022: Held 48 times
Audit & Supervisory Committee Member Audits and Other Audit Functions
The Audit & Supervisory Committee, which consists of three auditors (two of them, the majority, are independent outside directors), meets once a month in principle to supervise and provide a check on management and business execution.Based on auditing policies, plans and standards determined by the Audit & Supervisory Committee, audit and supervisory
committee members attend Board of Directors Meetings and other important meetings. At the same time, they ascertain the state of the Group by examining business conditions and other methods to audit that business activities are being conducted in conformance with laws, internal regulations, and other rules.
In addition, audit and supervisory committee members
cooperate with the Internal Audit Group and the accounting auditor through regular discussions and other means to ensure an efficient and effective auditing system. The Internal Audit Group, which is our internal audit organization, has been established as a division under the direct control of the Chairman and Chief Executive Officer as well as the President
and Chief Operating Officer to ensure its organizational independence. The Audit & Supervisory Committee is also positioned as a division that possesses authority to supervise and command. Based on internal regulations and annual plans, it conducts operating audits of headquarters, central kitchens, and restaurants to identify problems, suggest
improvements, and provide corrective guidance.
Accounting audits are conducted by Deloitte Touche Tohmatsu LLC, which was selected at the General Meeting of Shareholders.
*Board of Auditors Meetings in FY2022: Held 13 times
Other Committees
Group Risk and Compliance Committee (6 times in person, 7 times in writing)
The Group Risk and Compliance Committee is held at least once a year. The committee discusses important matters regarding the compliance of our group and decides our basic policy. Our outside officers serve as committee advisors.
Group Compliance Committee (11 times in writing)
The Group Compliance Committee conducts audits and submits reports regarding the level of compliance at each subsidiary company, preventive measures against
violations, and investigation and remedial actions performed whenever a violation is found.
Group Sustainability Committee (6 times in person, 2 times in writing)
Held as needed, the Group Sustainability Committee decides on policies and measures related to sustainability and reports to the Board of Directors on activities to promote sustainability. Our outside officers serve as committee advisors.
Nomination Committee (5 times in person, 1 time in writing)
The Nomination Committee discusses matters related to the proposals of appointment and dismissal of the Company’s directors and executive officers to be submitted to the Board of Directors. The committee members consist of the Chairman and Chief Executive Officer serving as the Chairperson, and other members appointed by resolution of the Board of Directors. Currently, the committee consists of three members: the Chairperson (the Chairman and Chief Executive Officer of Skylark Group), and two independent outside directors, who compose the majority of the committee.
Remuneration Committee (4 times in person, 2 times in writing)
The Remuneration Committee discusses the proposed compensation of the Group’s directors and executive officers submitted to the Board of Directors and the
proposed compensation of audit and supervisory committee members submitted to the Audit & Supervisory Committee.
Independent Officer Liaison Committee
The Company has established an Independent Officer Liaison Committee consisting of outside directors and outside corporate auditors to strengthen collaboration
among independent officers through site visits and exchanges of opinions, and to carry out a variety of activities as a place to provide raw information on business execution be utilized in discussions at the Board of Directors.
In addition, in order to enhance the means of communication with outside officers, we have introduced a system where cloud-based groupware is used for questionnaires, opinion exchanges and schedule adjustments.