Composition of the Board of Directors

Last update: June 2, 2021

1. 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[CGC Principle 3.1 (v)][CGC Supplementary Principle 4.11.1, 2]

The Company emphasizes the composition of Directors and Audit & Supervisory Board Members for the Board of Directors having a good overall balance of knowledge, experience, and skills to effectively perform the role and responsibilities of the Board and ensuring both diversity and an appropriate size.
  In particular, as a holding company, the Company needs to conduct comprehensive and multifaceted management for diverse business domains. Therefore, the Company examines the Board composition, considering diversity in terms of female and non-Japanese Directors and Audit & Supervisory Board Members as well as the balance among their knowledge, experience, and skills. For the Company's Audit & Supervisory Board Members, the Company takes care to appoint such persons with appropriate knowledge of finance and accounting.
  The Company stipulates the aforementioned policies in the "Guidelines for Directors and Audit & Supervisory Board Members" (resolved at the Board of Directors meeting held on April 7, 2016) (See "Guidelines for Directors and Audit & Supervisory Board Members").

Composition of the Board of Directors for FY2022Updated

With respect to the members of the Board of Directors for FY2022, from the perspective of ensuring a good balance of knowledge, experience, skills, and diversity, and starting from this year, by also utilizing the "Skills Matrix," we selected members who are deemed appropriate for the Board of Directors, which continues to promote measures aimed at improving the Group's corporate value over the medium to long term, and will be responsible for formulating and supervising the implementation of the new Medium-Term Management Plan in this fiscal year.
  In the formulation of the "Skills Matrix," deliberations were conducted by the Nomination Committee and the Board of Directors as part of the discussion regarding the effectiveness evaluation of the Board of Directors, based on advice obtained through constructive dialogue with institutional investors. Checks have been placed on skills, etc. that are associated with the required "Management Experience" based on the Group's business environment and business attributes, and the required "Management Skills" for solving the management issues of the Group.
  We will continue to deliberate the details of the experience and skills that are required for the Board of Directors going forward, through dialogues with stakeholders.
  With members that ensure diversity, the Company's Board of Directors will continue to appropriately fulfill its roles and responsibilities by conducting highly effective supervision and engaging in decision-making that supports swift and decisive risk-taking regarding important decisions.

Major management and industry experience, management skills, knowledge, etc. of Directors and Audit & Supervisory Board Members New
Name Title Management and Industry Experience Management Skills, Knowledge, etc.
CEO Experience Retail Experience International Business Experience Financial Business Experience Organizational Management Marketing/Branding DX/IT/Security Finance and Accounting Risk Management/Crisis Response/Legal Sustainability
Ryuichi Isaka Representative Director and President
Katsuhiro Goto Representative Director and Vice President
Junro Ito Director
Kimiyoshi Yamaguchi Director
Yoshimichi Maruyama Director
Fumihiko Nagamatsu Director
Shigeki Kimura Director
Joseph M. DePinto Director
Yoshio Tsukio Independent Outside Director
Kunio Ito Independent Outside Director
Toshiro Yonemura Independent Outside Director
Tetsuro Higashi Independent Outside Director
Kazuko Rudy
(Real name: Kazuko Kiriyama)
Independent Outside Director
Noriyuki Habano Standing Audit & Supervisory Board Member
Yoshitake Taniguchi Standing Audit & Supervisory Board Member
Kazuhiro Hara Independent Outside Audit & Supervisory Board Member
Mitsuko Inamasu Independent Outside Audit & Supervisory Board Member
Kaori Matsuhashi
(Real name: Kaori Hosoya)
Independent Outside Audit & Supervisory Board Member
The above table is not an exhaustive list of the knowledge and experience each person can offer.
Director (Internal)Updated
Name
(date of birth)
Area of Responsibility in the Company and Important Concurrent Positions Attendance at Meetings Reasons for Selection
(experience and knowledge)
Ryuichi Isaka
Ryuichi Isaka
(October 4, 1957)
Member of the Nomination Committee
Representative Director and President
Director of SEVEN-ELEVEN JAPAN CO., LTD.
Director of 7-Eleven, Inc.
Board of Directors*1
14/14

Nomination and Compensation Committee*2
2/2

Nomination Committee*2
3/3
He has overseas business experience and broad knowledge of the retailing industry cultivated as a president of a Group company and a director of the Company as well as broad knowledge and experience in company management including the franchise business, marketing, and management administration, as well as sustainability (addressing environmental and social issues and so forth). The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to maximize the Group's corporate value through the generation of new business and through activation of our existing business by means of using the collective capabilities of the retail group, which has various business categories.
Katsuhiro Goto
Katsuhiro Goto
(December 20, 1953)
Member of the Nomination Committee
Representative Director and Vice President
Information Management Supervisor
Director of Seven Bank, Ltd.
Board of Directors*1
14/14

Nomination and Compensation Committee*2
2/2

Nomination Committee*2
3/3
He has broad knowledge of the retailing and financial industries cultivated as a director of the Company and its Group companies including a finance related subsidiary as well as broad knowledge and experience in areas including advertising and branding, management administration, risk management, and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to advance Group function (strengthening the provision of high value added services and the function of administrative divisions).
Junro Ito
Junro Ito
(June 14, 1958)
Member of the Compensation Committee
Director and Managing Executive Officer
General Manager of the Corporate Development Division
Outside Director of AIN HOLDINGS INC.
Board of Directors*1
14/14

Compensation Committee*2
2/2
He has overseas business experience and broad knowledge of the retailing industry cultivated as a director of the Company and its Group companies as well as broad knowledge and experience in ESG (Environment, Social, Governance), risk management, accounting and finance, social marketing, and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to enhance its corporate value including non-financial aspects, and to smoothly execute group management.
Kimiyoshi Yamaguchi
Kimiyoshi Yamaguchi
(November 8, 1957)
Member of the Compensation Committee
Director and Executive Officer
General Manager of the Corporate Communication Division
Director of Sogo & Seibu Co., Ltd.
Board of Directors*1
14/14

Compensation Committee*2
2/2
He has broad knowledge of the retailing industry cultivated as a director of the Company and its Group companies as well as broad knowledge and experience relating to marketing including advertising, branding, management information analysis and sustainability (addressing environmental and social issues and so forth). The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to activate the Group companies' corporate communication, etc.
Yoshimichi Maruyama
Yoshimichi Maruyama
(November 2, 1959)
Director and Executive Officer
General Manager of the Corporate Finance & Accounting Division
Director of 7-Eleven, Inc.
Representative Director and President of Seven & i Financial Center Co., Ltd.
Representative Director and President of Seven & i Asset Management Co., Ltd.
Board of Directors*1
11/11
He has business experience in a financial institution and broad knowledge relating to the Group's overall operations cultivated as a senior officer in the risk management division of the Company and the finance division of the Company as well as broad knowledge and experience relating to risk management, finance and accounting, and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to stabilize the Group's financial base, and to strengthen financial discipline.
Fumihiko Nagamatsu
Fumihiko Nagamatsu
(January 3, 1957)
Director
Representative Director and President of SEVEN-ELEVEN JAPAN CO., LTD.
Director of 7-Eleven, Inc.
Board of Directors*1
14/14
He has broad knowledge of the retailing industry cultivated as a president of a Group company and a director of the Company as well as broad knowledge and experience relating to company management including the franchise business, management administration, personnel management, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to advance Group functions, and to pursue Group synergies.
Shigeki Kimura
Shigeki Kimura
(March 16, 1962)
Director
In charge of the President Office
In charge of Group Cooperation
Director of SEVEN-ELEVEN JAPAN CO., LTD.
Board of Directors*1
14/14
He has broad knowledge of the retailing industry cultivated as a director of the Company and its Group companies as well as broad knowledge and experience in areas including management administration and risk management. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to coordinate with Group companies, etc.
Joseph M. DePinto
Joseph M. DePinto
(November 3, 1962)
Director
Director and President and Chief Executive Officer (CEO) of 7-Eleven, Inc.
Chairman of the Board (Independent Director) of Brinker International, Inc.
Independent Director of DHC Acquisition Corp.
Board of Directors*1
14/14
He has broad knowledge of the international retailing business cultivated as a president of our American Group company and as a director of the Company as well as broad knowledge and experience relating to company management, the franchise business, management administration, marketing and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to provide advice to the Company's Board of Directors from an international perspective, and to promote global management of the Company.
*1 Attendance at meetings of the Board of Directors held in the 16th fiscal year (from March 1, 2020 to February 28, 2021) (The same applies to the following.)
*2 Due to the reorganization of the Nomination and Compensation Committee into the Nomination Committee and the Compensation Committee after the Annual Shareholders' Meeting held on May 28, 2020, the attendance status for the period from March 1, 2020 to May 28, 2020 represents the attendance at the Nomination and Compensation Committee, while that for the period from May 28, 2020 to February 28, 2021 represents the attendance at each of the Committees. (The same applies to the following.)
Director (Outside) Updated
Name
(date of birth)
Area of Responsibility in the Company and Important Concurrent Positions Attendance at Meetings Reasons for Selection
(experience and knowledge)
Yoshio Tsukio
Yoshio Tsukio
(April 26, 1942)
Member of the Nomination Committee
Independent Outside Director
President and Representative, Tsukio Research Institute
Board of Directors*1
14/14

Nomination Committee*2
3/3
He has broad high level knowledge and experience including his experience being responsible for IT policy for the government as Vice-Minister for Policy Coordination at the Ministry of Internal Affairs and Communications, participation in city planning for various areas around the world as a university professor and involvement in constructing a sustainable society, and monitoring current natural environmental issues by visiting various places around the world, and he has insights regarding measures for such issues, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve the effectiveness of the Company's management and the Board of Directors.
Kunio Ito
Kunio Ito
(December 13, 1951)
Chair of the Nomination Committee
Chair of the Compensation Committee
Independent Outside Director
Chief Financial Officer (CFO) and Head of Education Research Center of Hitotsubashi University
Specially Appointed Professor, Chuo Graduate School of Strategic Management, Chuo University
Outside Director of KOBAYASHI PHARMACEUTICAL CO., LTD.
Outside Director of Toray Industries, Inc.
Board of Directors*1
14/14

Nomination and Compensation Committee*2
2/2

Nomination Committee*2
3/3

Compensation Committee*2
2/2
He has broad high level knowledge and experience regarding finance and accounting, economics including marketing and branding, ESG (Environment, Society, Governance), risk management, etc. cultivated through his long term work experience as a university professor and his abundant experience as an outside executive of other companies. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve the effectiveness of the Company's management and the Board of Directors.
Toshiro Yonemura
Toshiro Yonemura
(April 26, 1951)
Member of the Nomination Committee
Independent Outside Director Board of Directors*1
14/14

Nomination and Compensation Committee*2
2/2

Nomination Committee*2
3/3
He has held such important positions as Superintendent General of the Tokyo Metropolitan Police Department and Deputy Chief Cabinet Secretary for Crisis Management, has held positions such as Chief Security Officer (CSO) of the Tokyo Organising Committee of the Olympic and Paralympic Games, and has broad high level knowledge and experience regarding organizational management, risk management, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve risk management and the effectiveness of the Company's management and the Board of Directors.
Tetsuro Higashi
Tetsuro Higashi
(August 28, 1949)
Member of the Compensation Committee
Independent Outside Director
Outside Director of Ube Industries, Ltd.
External Director of Nomura Real Estate Holdings, Inc.
Board of Directors*1
14/14

Compensation Committee*2
2/2
He has business experience overseas, has held such important positions as Representative Director, Chairman and President, etc. of Tokyo Electron Limited, and has broad high level knowledge and experience regarding international corporate management, management administration, finance, accounting, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve the effectiveness of the Company's management and the Board of Directors.
Kazuko Rudy
Kazuko Rudy
(October 10, 1948)
Member of the Compensation Committee
Independent Outside Director
Representative Director of WITAN ACTEN Co., Ltd.
Outside Director of TOPPAN FORMS CO., LTD.
Board of Directors*1
14/14

Compensation Committee*2
2/2
She has business experience overseas and broad high level knowledge and experience in the retail industry and marketing gained through her career, such as working at a cosmetics company and a mail-order firm and later serving as a consultant and as a graduate school professor specializing in branding and direct marketing. The Company would like her to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve the effectiveness of the Company's management and the Board of Directors.
Audit & Supervisory Board Member (Internal/Outside)Updated
Name
(date of birth)
Area of Responsibility in the Company and Important Concurrent Positions Attendance at Board of Directors Meetings*1 Attendance at Audit & Supervisory Board Meetings*3 Reasons for Selection
(experience and knowledge)
Noriyuki Habano
Noriyuki Habano
(February 10, 1958)
Standing Audit & Supervisory Board Member
Audit & Supervisory Board Member of Ito-Yokado Co., Ltd.
Audit & Supervisory Board Member of Sogo & Seibu Co., Ltd.
14/14 26/26 He has broad knowledge related to the overall operations of the Group cultivated as a Senior Officer of the Auditing Office of the Company, as well as broad knowledge and experience in marketing, branding, risk management, etc. The Company would like him to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing his knowledge and experience.
Yoshitake Taniguchi
Yoshitake Taniguchi
(March 13, 1958)
Standing Audit & Supervisory Board Member
Audit & Supervisory Board Member of SEVEN-ELEVEN JAPAN CO., LTD.
Audit & Supervisory Board Member of York Co., Ltd.
14/14 26/26 He has experience in investment bank operations in the financial industry, group management operations, and business management operations of business companies, as well as broad knowledge and experience related to the retail industry, finance, and accounting, cultivated through his work at the finance and accounting division in the Company and its Group companies. The Company would like him to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing his knowledge and experience.
Kazuhiro Hara
Kazuhiro Hara
(February 25, 1954)
Independent Outside Audit & Supervisory Board Member
Certified Public Accountant
Certified Tax Accountant
14/14 26/26 He has abundant experience and technical knowledge related to finance, accounting, tax, and risk management cultivated as a certified public accountant and tax accountant. The Company would like him to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing his knowledge and experience.
Mitsuko Inamasu
Mitsuko Inamasu
(March 15, 1976)
Independent Outside Audit & Supervisory Board Member
Attorney at Law
14/14 26/26 She has abundant experience and technical knowledge related to overall corporate legal affairs, including legal affairs pertaining to the digital field, and risk management cultivated as an attorney at law. The Company would like her to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing her knowledge and experience.
Kaori Matsuhashi
Kaori Matsuhashi
(June 7, 1969)
Independent Outside Audit & Supervisory Board Member
Certified Public Accountant
Representative Director of Luminous Consulting Co., Ltd.
Outside Audit & Supervisory Board Member of Kakaku.com, Inc.
14/14 26/26 She has abundant experience and technical knowledge related to finance, accounting, business management, and risk management cultivated through her experience in a business company and as a consultant and certified public accountant. The Company would like her to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth of the Company, create medium- to long-term corporate value, and respond to social trust by utilizing her knowledge and experience.
*3 Attendance at meetings of the Audit & Supervisory Board held in the 16th fiscal year (from March 1, 2020 to February 28, 2021)

2. Numbers and composition ratios of Outside Directors and Outside Audit & Supervisory Board Members

As a holding company, the Company needs to conduct comprehensive and multifaceted management for diverse business domains. Accordingly, the composition of its Outside Directors and Outside Audit & Supervisory Board Members is to be examined considering not only ensuring diversity but also bearing in mind the overall balance of knowledge, experience, and skills. The Company therefore values having a diverse team of Outside Directors and Outside Audit & Supervisory Board Members to provide multifaceted management advice, including raising issues, and thereby ensures active discussion within the Board of Directors.
  While being extremely conscious of the diversity of its Outside Directors and Outside Audit & Supervisory Board Members, we believe that the most important aspect is "personnel selection." We have not yet reached the conclusion that setting formal numbers of Outside Directors and Outside Audit & Supervisory Board Members based on constant composition ratios would be optimal for the Company's Board of Directors. Therefore, we have not set a specific policy on the composition ratio of Outside Directors and Outside Audit & Supervisory Board Members, including Independent Outside Directors.
  We will continue to discuss this point, not only through dialogue with our stakeholders, but also based on social trends.

3. View on independence of Outside Directors and Outside Audit & Supervisory Board Members and independence standards
[CGC Principle 4.9]

(1) Designation of Independent Directors and Independent Audit & Supervisory Board Members

The Company designates all Outside Directors and Outside Audit & Supervisory Board Members who satisfy the qualifications for independent officers as the Independent Outside Directors and Independent Outside Audit & Supervisory Board Members.

(2) Independence standards for Outside Directors and Outside Audit & Supervisory Board Members

As mentioned above, the Company emphasizes diversity in its Directors and Audit & Supervisory Board Members, including in Outside Directors and Outside Audit & Supervisory Board Members, and strives to secure high-quality external human resources who will support enhanced corporate governance. Accordingly, the Company has adopted the following standards for independence of Outside Directors and Outside Audit & Supervisory Board Members, considering that it is better to judge each candidate from the essential perspective of whether they have any potential conflict of interest with general shareholders.
  The opinions of the Outside Directors and Outside Audit & Supervisory Board Members were also considered in the adoption of the following standards; the Company will continue to discuss the standards going forward, noting that other companies and so forth have examined their independence standards from various perspectives.

1. Independence standards for Outside Directors and Outside Audit & Supervisory Board Members

i) Fundamental approach
Independent Directors and Independent Audit & Supervisory Board Members are defined as Outside Directors and Outside Audit & Supervisory Board Members who have no potential conflicts of interest with general shareholders of the Company.
  In the event that an Outside Director or an Outside Audit & Supervisory Board Member is likely to be significantly controlled by the management of the Company or is likely to significantly control the management of the Company, that Outside Director or Outside Audit & Supervisory Board Member is considered to have a potential conflict of interest with general shareholders of the Company and is considered to lack independence.
ii) Independence standards
In accordance with this fundamental approach, the Company uses the independence standards established by the financial instruments exchange as the independence standards for the Company's Outside Directors and Outside Audit & Supervisory Board Members.

2. De minimis thresholds for information disclosure regarding the attributes of Independent Directors and Independent Audit & Supervisory Board Members as negligible

(In the most-recent business year of the Company)

  • With regard to "transactions," "less than 1% of the non-consolidated revenues from operations of the Company in the most recent accounting period"
  • With regard to "donations," "less than ¥10 million"

4. Main activities of Outside Directors and Outside Audit & Supervisory Board Members

(1) Remarks at meetings of the Board of Directors and the Audit & Supervisory Board during the 16th fiscal year (from March 1, 2020 to February 28, 2021)Updated

Outside Director
Yoshio Tsukio
Yoshio Tsukio
Kunio Ito
Kunio Ito
Toshiro Yonemura
Toshiro Yonemura
Tetsuro Higashi
Tetsuro Higashi
Kazuko Rudy
Kazuko Rudy
Advice and proposals made by Outside Directors to ensure the validity and appropriateness of the Board's decision making Opinions based on his broad high level knowledge and experience including his experience being responsible for IT policy for the government, experience participating in city planning to be involved in constructing a sustainable society, and insights regarding measures to address natural environmental issues, etc. Opinions based on his broad high level knowledge and experience regarding finance, accounting, economics, ESG (Environment, Society, Governance), risk management, etc. Opinions based on his broad high level knowledge and experience regarding organizational management, risk management, etc. Opinions based on his broad high level knowledge and experience regarding international corporate management, management administration, finance, accounting, etc. Opinions based on her broad high level knowledge and experience regarding the retail industry, marketing, etc.
Outside Audit & Supervisory Board Member
Kazuhiro Hara
Kazuhiro Hara
Mitsuko Inamasu
Mitsuko Inamasu
Kaori Matsuhashi
Kaori Matsuhashi
Opinions expressed by Outside Audit & Supervisory Board Members Questions and opinions based on his abundant experience and technical knowledge related to finance, accounting, tax and risk management Questions and opinions based on her abundant experience and technical knowledge related to overall corporate legal affairs and risk management Questions and opinions based on her abundant experience and technical knowledge related to finance, accounting, management administration and risk management

(2) Functions and roles of Outside Directors and Outside Audit & Supervisory Board Members

The Outside Directors and Outside Audit & Supervisory Board Members provide supervision or audits and advice and proposals from an external perspective based on their respective expertise and wide-ranging, high-level experience and insight into management from an objective and neutral standpoint with no risk of conflict of interest with general shareholders, and fulfill the function and role of ensuring valid and appropriate decision- making and business execution by the Board of Directors.

5. Exchange of opinions with Outside Directors and Outside Audit & Supervisory Board Members

In addition to meetings of the Board of Directors, Outside Directors and Outside Audit & Supervisory Board Members meet with the Representative Directors, Directors, Standing Audit & Supervisory Board Members, and others. These meetings including Management Opinion Exchange Meetings are held on a regular and as-needed basis. The themes are set for each of the meetings, centered on various management issues and matters of high social concern. Reports are provided by Directors, the internal control divisions, and so forth, regarding the status of business execution and internal control at the Company and its Group companies, and explanations are given in response to questions from the Outside Directors and Outside Audit & Supervisory Board Members, who also express their opinions regarding the Company's management, corporate governance, and other topics based on their respective expert knowledge and wide-ranging, high-level experience and insight into management. In these and other ways, the Outside Directors and Outside Audit & Supervisory Board Members coordinate with each other while exchanging frank and lively opinions.
  The Outside Directors and Outside Audit & Supervisory Board Members also exchange opinions with the Directors and Audit & Supervisory Board Members, etc. of operating companies.
  Through these activities, Outside Directors supervise operational execution, and Outside Audit & Supervisory Board Members perform audits of operational execution and accounting practices.

What is the Management Opinion Exchange Meeting?

Comprising all the Company's Directors and Audit & Supervisory Board Members, the Management Opinion Exchange Meeting is a meeting body aimed at explaining in advance the proposals at the Board of Directors meetings to the Directors and the Audit & Supervisory Board Members, as well as sharing information on the management and business strategies of the Company and operating companies.

6. Support system for Outside Directors and Outside Audit & Supervisory Board Members

The Company has assigned dedicated employees to assist the Outside Directors and Outside Audit & Supervisory Board Members in their duties, enabling close coordination and smooth exchange of information with the internal Directors and internal Audit & Supervisory Board Members. The Company has also concluded liability limitation agreements with five Outside Directors and three Outside Audit & Supervisory Board Members to ensure they can perform their roles as expected.

7. Activities of the Board of Directors

(1) Setting the dates of the meetings of the Board of Directors and securing deliberation time

The meetings of the Board of Directors of the Company are basically held once per month, and are chaired by a Director selected by the Board of Directors.

Item Details
Setting the dates of the meetings of the Board of Directors Considering the increase in the number of Outside Directors and Outside Audit & Supervisory Board Members, as well as the fact that some Directors reside overseas, the Company begins preparations early and sets the dates of meetings six months prior to the commencement of the fiscal year.
Deliberation time
  • In light of the fact that meeting materials are shared in advance, the key points of the agenda are explained clearly and briefly, while sufficient time is allocated for question and answer sessions and discussion.
  • The Company is making efforts to secure sufficient time for deliberation, through means such as prolonging the meetings themselves, in order to accommodate the recent increase in active discussions from diverse standpoints.
Matter for resolution and reporting If further deliberation is required, the agenda, etc. after being redrafted and improved to reflect the observations of the Board of Directors, is again presented as follow-up deliberations at the next and subsequent meetings of the Board of Directors, and is accordingly confirmed and resolved, etc.
Deliberation time of the meeting of the Board of DirectorsUpdated
Deliberation time of the meeting of the Board of Directors
Deliberation time of the Management Opinion Exchange MeetingsUpdated
Deliberation time of the Management Opinion Exchange Meetings

(2) Matters for deliberationUpdated

Although the Board of Directors deliberates a wide range of topics, the major items and the points of each item are as follows. (The following presents examples. Accordingly, deliberations include, but are not limited to these items.)

Main matters for deliberation Examples of main themes discussed in FY2021
1. Matters determined by laws and regulations, including the Companies Act
  • Approval of quarterly financial statements
  • Approval of the agenda of the Shareholders' Meetings, etc.
  • Amendments to the Articles of Incorporation (reduction of the number of Directors, possible separation of the positions of the Chair of the Board of Directors and the President), etc.
2. Matters determined by the Corporate Governance Code (including deliberations on matters related to sustainability, such as environmental policy)
  • Assessment of cross-shareholdings
  • Evaluation of the Board of Directors' effectiveness
  • Confirmation of responses to TCFD recommendations, etc.
3. Items for follow-up deliberations, in cooperation with the Nomination Committee and the Compensation Committee (including the succession plan and revision of the compensation system for Directors and Audit & Supervisory Board Members)
  • Separation of the Nomination and Compensation Committee, and review of its members (making the majority of the members Outside Directors and Outside Audit & Supervisory Board Members)
  • Revision of the compensation system for Directors and Audit & Supervisory Board Members (introduction of non-financial indicators, compliance with the revised Companies Act), etc.
4. Progress of the Medium-Term Management Plan, and the strategies and policies of the Group and its operating companies
  • Domestic CVS business strategy, overseas CVS business strategy, Group food strategy, large-scale commercial base strategy, Last Mile initiatives, DX/financial strategies, and sustainability strategy
  • Speedway project (including eco-friendliness and bond issuance)
  • New Medium-Term Management Plan, etc.
5. Management situation of the major operating companies (including PMI reports)
  • Business reports of SEVEN-ELEVEN JAPAN CO., LTD., 7-Eleven, Inc., Sogo & Seibu Co., Ltd., Ito-Yokado Co., Ltd., and York-Benimaru Co., Ltd.
  • Reports on responses to COVID-19 and the management situation of each company
6. Internal controls, the status of risk management, and the implementation status of compliance
  • Reports of the internal auditing division
  • Deliberations with the accounting auditor
  • Strengthening the governance structure at SEI
  • Activity reports of the CSR Management Committee, Risk Management Committee, and Information Management Committee, etc.

8. Evaluation of the Board of Directors' effectiveness
[CGC Supplementary Principle 4.11.3]Updated

(1) Fundamental approach to evaluation of the Board of Directors' effectiveness

The Company conducts the Board of Directors' effectiveness evaluation (referred to as "Board of Directors' evaluation") through objective analysis and thorough discussions by members of the Board of Directors regarding "whether the Board of Directors is effectively functioning to realize corporate value and improve corporate governance as the Company aims." The evaluation is positioned as an important factor in the PDCA cycle leading to specific actions for further improvements.
  In addition, the Company has established the Board of Directors' evaluation implementation policy, as follows.

Board of Directors' evaluation implementation policy

1. The evaluation shall basically be a "self-evaluation," to be performed each year by all Directors and all Audit & Supervisory Board Members.
2. Progress of the important topics set in the previous year's Board of Directors' evaluation shall be confirmed and evaluated.
3. With regard to the Board of Directors' evaluation process (conducting surveys and interviews, utilizing third-party organizations, etc.), the Board of Directors' secretariat shall prepare a draft each time, and this draft shall be discussed by the Board of Directors.

(2) FY2021 Board of Directors' evaluation process

Overview

With regard to the FY2021 Board of Director' evaluation process, the evaluation was carried out by utilizing third-party organizations to conduct surveys and individual interviews with all Directors and Audit & Supervisory Board Members, followed by discussions with all members.

Pre-evaluation survey Individual interviews Discussion
FY2018 Conducted for all Directors and all Audit & Supervisory Board Members Conducted for all Directors and all Audit & Supervisory Board Members Conducted for all Directors and all Audit & Supervisory Board Members
FY2019 Conducted only for newly appointed Directors and newly appointed Audit & Supervisory Board Members
FY2020 Conducted for all Directors and all Audit & Supervisory Board Members
FY2021

Scope of evaluation

In addition to the Board of Directors itself, the scope of evaluation also covered relevant meeting bodies such as the Nomination and Compensation Committee, an advisory body, as well as the Management Opinion Exchange Meeting and the Audit & Supervisory Board.

Points of evaluation

1. Evaluation of the progress of the FY2021 important topics determined by the previous year's Board of Directors' evaluation
2. Fixed-point evaluations of the items monitored by the Board of Directors (values, sustainability, strategies, governance, etc.), based on the Guidance for Collaborative Value Creation
3. Fixed-point evaluations of important corporate governance-related items, as topics for the Board of Directors
4. Evaluation of the Audit & Supervisory Board, in addition to advisory bodies of the Board of Directors, etc. (the Nomination Committee, the Compensation Committee and the Management Opinion Exchange Meeting)

(3) Evaluation schedule and evaluation process

Overviews of the Board of Directors' evaluation schedule and process are as below.

Overviews of evaluation schedule and process
Evaluation schedule and evaluation process
Overviews of evaluation schedule and process
Evaluation schedule and evaluation process

(4) Results of Board of Directors' evaluation

The overview of the aforementioned Board of Directors' evaluation (conducted on April 8, 2021) is as below.

Overview of results of the FY2021 Board of Directors' evaluation

1. Each Director and Audit & Supervisory Board Member is conducting deliberations from a variety of perspectives, based on his or her knowledge, experience, and skills, through free and open discussions, and the Board of Directors is appropriately fulfilling its role and responsibilities, including its monitoring functions.
2. The Board of Directors is contributing to the enhancement of the effectiveness of governance and ensuring its effectiveness to improve medium- to long-term corporate value. Effectiveness has been steadily improving since the introduction of the Board of Directors' evaluation in 2016.
3. On the other hand, with regard to the various issues that were identified during this evaluation, improvement measures must continue to be considered in preparation for the next Board of Directors' evaluation to further improve the effectiveness of the Board of Directors.

FY2022 important topics

Important topics Measures
Revision of the Medium-Term Management Plan and confirmation of the progress of the Group's important strategies Revise the Medium-Term Management Plan toward an improvement in corporate value over the medium to long term, and conduct appropriate monitoring, as the Board of Directors, regarding the progress and achievements of the Group's important strategies, including the DX strategy, together with a confirmation of the effects of investments
Deliberation of the Group's management strategy, business model, and business portfolio Redefine the Group's management strategy and business model within the context of the new Medium-Term Management Plan, while conducting ongoing deliberations at the Board of Directors, etc. regarding the ideal business portfolio for the medium to long term
Confirmation of the progress of large-scale M&A projects Conduct periodic monitoring at the Board of Directors regarding the status of implementation of PMI after the large-scale M&A in North America, including both financial and non-financial (ESG perspectives) aspects
Optimization of the composition of the Board of Directors Utilize the Skills Matrix and conduct ongoing deliberations regarding the skills (experience and knowledge) and composition that will be required by the Board of Directors of the Company going forward, while also considering the standpoint of ensuring diversity
Reinforcing the effectiveness of the Nomination Committee and the Compensation Committee Strengthen the cooperation between the two Committees, and further improve the matters to be deliberated, the associated processes, etc.
Strengthening the Group's governance structure With regard to the ideal division of roles between the operating companies and the holding company, and the Group's governance and risk management structures including those of overseas subsidiaries, conduct appropriate monitoring following deliberations at the Board of Directors, and ensure further effectiveness

We will confirm and evaluate the progress on these important topics at upcoming and future evaluations of the Board of Directors.
  Based on the results of this evaluation of the Board of Directors' effectiveness, we will work to further improve the effectiveness of the Board of Directors in order to achieve sustainable growth and increase corporate value over the medium to long term.