Corporate Governance

Last update: December 19, 2023

The Company considers corporate governance to be a system for sustainable growth by establishing and maintaining a sincere management structure and continuously increasing the Group's corporate value over the medium and long term in both financial and non-financial (ESG) aspects to ensure the trust and longstanding patronage of all stakeholders, including customers, business partners and franchisees, shareholders and investors, local communities, and employees, based on the Corporate Creed.
The Company's mission as a holding company is to strengthen corporate governance and maximize the Group's corporate value, and the Company will strive to achieve this mission through the provision of support, oversight, and optimal resource allocation to its operating companies.

Basic Views on Corporate Governance

Group Governance Framework Driving Corporate Value Creation

Overview of Corporate Governance "Systems"

Composition, etc., of the Board of Directors

Policies and Procedures for Appointment/Dismissal and Nomination of Directors and Audit & Supervisory Board Members, and Training

Compensation for Board of Directors and Audit & Supervisory Board Members

Roles of Corporate Pension Funds as Asset Owners

Communication (Dialogue) with Shareholders; Shareholders' Meetings

Messages from Independent Outside Directors

We have published messages from our Independent Outside Directors here.

Implementation Status of the Corporate Governance Code

The Company complies with all of the principles of the Corporate Governance Code. (revised on June 11, 2021)

[Reference] Japan's Corporate Governance Code

Japan's Corporate Governance Code was formulated by the Tokyo Stock Exchange (revised on June 11, 2021). It establishes fundamental principles for effective corporate governance at listed companies in Japan. The principles include certain specified items that should be disclosed. We have referred to them as "Specific Disclosure Items."

Attached to Specific Disclosure Items disclosed in the Corporate Governance Code

Correspondence Table for Specific Disclosure Items in Japan's Corporate Governance Code
(Revised on June 11, 2021)

Principle	Item requiring disclosure	Location
Principle 1.4	Policy on cross-shareholdings, assessment of whether or not to hold individual cross-shareholdings, and specific standards for exercising voting rights	Cross-shareholdings
Principle 1.7	Appropriate procedures for related party transactions	Framework for checking related party transactions
Supplementary Principle 2.4.1	Policies and goals for ensuring diversity in the appointment of human resources	Material Issue 5 Improve work engagement and environment for people working in Group businesses
Principle 2.6	Measures to improve human resources and operational practices in order to perform roles of corporate pension funds as asset owners	Roles of Corporate Pension Funds as Asset Owners
Principle 3.1	i) Company objectives (e.g., business principles), business strategies and business plans	Management Philosophy, etc.
		Sustainability
		Medium-Term Management Plan 2021–2025(5.6MB)
		Update to the Medium-Term Management Plan and the Results of the Group Strategy Reevaluation(558KB)
	ii) Basic views and guidelines on corporate governance	Basic Views on Corporate Governance
	iii) Board policies and procedures in determining the remuneration of the senior management and directors	Nomination Committee and Compensation Committee system
		Compensation for Board of Directors and Audit & Supervisory Board Members
	iv) Board policies and procedures in the appointment/dismissal of the senior management and the nomination of directors and kansayaku ("Audit & Supervisory Board Member") candidates	Nomination Committee and Compensation Committee system
		Board policies and procedures in the appointment/dismissal of senior management and the nomination of Director and Audit & Supervisory Board Member candidates
	v) Explanations with respect to the individual appointments/dismissals and nominations when the Board of Directors appoints/dismisses senior management and nominates Director and Audit & Supervisory Board Member candidates	Composition of the Board of Directors (balance among knowledge, experience, and skills, and diversity and size, of the Board of Directors) and reasons for selection as Director
Supplementary Principle 3.1.3	Initiatives on sustainability, investments in human capital and intellectual properties, and the impact of climate change-related risks and earning opportunities on the Company’s business activities and profits*	Sustainability
Supplementary Principle 3.1.3		Medium-Term Management Plan 2021–2025(5.6MB)
Supplementary Principle 4.1.1	Specification by the board of scope and content of the matters delegated to the management	Clarification of the scope of matters delegated to management
Principle 4.9	Independence standards for independent directors established by the board	View on independence of Outside Directors and Outside Audit & Supervisory Board Members and independence standards
Supplementary Principle 4.10.1	Policy on the independence of the members of the Nomination Committee and the Compensation Committee	Corporate Governance System
Supplementary Principle 4.10.1		Nomination Committee and Compensation Committee system
Supplementary Principle 4.11.1	View of the board on the appropriate balance between knowledge, experience, and skills of the board as a whole, diversity, and appropriate board size, policies and procedures for nominating directors, and combinations of their skills	Nomination Committee and Compensation Committee system
		Composition of the Board of Directors (balance among knowledge, experience, and skills, and diversity and size, of the Board of Directors) and reasons for selection as Director
		Board policies and procedures in the appointment/dismissal of senior management and the nomination of Director and Audit & Supervisory Board Member candidates
Supplementary Principle 4.11.2	Directors and Audit & Supervisory Board Member also serving as directors, Audit & Supervisory Board Member, and management at other companies	Composition of the Board of Directors (balance among knowledge, experience, and skills, and diversity and size, of the Board of Directors) and reasons for selection as Director
Supplementary Principle 4.11.3	Summary of results of analysis and evaluation of the effectiveness of the board as a whole	Evaluation of the Board of Directors' effectiveness
Supplementary Principle 4.14.2	Training policy for directors and Audit & Supervisory Board Member	Training for Directors and Audit & Supervisory Board Members
Principle 5.1	Policies concerning measures and organizational structures aimed at promoting constructive dialogue with shareholders	Dialogue with shareholders and IR・SR activity policy

* “Intellectual properties” in this principle are not limited to intellectual property rights such as patents, trademarks, designs, and copyrights, but cover a wide range of intellectual properties and intangible assets including technologies, brands, designs, contents, data, know-how, customer networks, trust and reputation, value chains, supply chains, and the organizational capabilities and processes that create these assets. In the Company’s new Medium-Term Management Plan (Medium-Term Management Plan 2021-2025), we have incorporated these assets in the formulation and announcement of management strategy and investments. For details, please refer to the Medium-Term Management Plan.

Governance Data BookUpdated

Corporate Governance ReportUpdated

Last update: December 19, 2023

Corporate Governance Report(PDF:1.30MB)