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- Corporate Governance
- Overview of Corporate Governance "Systems"
Last update: March 27, 2025
The Company ensures the effectiveness of its corporate governance by coordinating "audits"
conducted by the Audit & Supervisory Board Members (Audit & Supervisory Board), including multiple
Outside Audit & Supervisory Board Members who maintain their independence and have specialized knowledge
in such areas as legal affairs and financial accounting, through their actively cooperating with the
accounting auditor and the internal audit division, and "formulation of management strategies" and
"supervision of business execution" conducted by the Board of Directors, including multiple Outside Directors
who maintain their independence and have advanced management knowledge and experience.
The Company has
adopted this corporate governance structure because it judges the structure to be workable for realizing and
ensuring the Company's corporate governance and for conducting appropriate and efficient corporate management.
The Company considers the following characteristics and advantages of the Audit & Supervisory Board Member system to be effective for ensuring the appropriateness of the Company's Group governance and has therefore adopted it as the corporate governance system:
Name | Position in the Company | Board of Directors | Audit & Supervisory Board | Nomination Committee | Compensation Committee | Management Meeting | Sustainability Committee | Risk Management Committee | Information Management Committee |
---|---|---|---|---|---|---|---|---|---|
Ryuichi Isaka | Representative Director and President Executive Officer and President Chief Executive Officer(CEO) |
◯ | ◯ | ◎ | ◎ | ||||
Junro Ito | Representative Director and Vice President Executive Officer and Vice President Supervising Officer of Superstore Operations Chief Sustainability Officer (CSuO) Chief Administrative Officer (CAO) InformationManagement Supervisor |
◯ | ◯ | ◯ | ◯ | ◯ | ◎ | ||
Fumihiko Nagamatsu | Director Senior Managing Executive Officer Head of Domestic CVS Operations |
◯ | ◯ | ||||||
Yoshimichi Maruyama | Director Managing Executive Officer Chief Financial Officer (CFO) General Manger of the Corporate Finance & Accounting Division |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ||
Tamaki Wakita | Director Executive Officer Chief Strategy Officer (CSO) General Manager of the Corporate Planning Division |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ||
Stephen Hayes Dacus | Lead Independent Outside Director | ◎ | |||||||
Toshiro Yonemura | Independent Outside Director | ◯ | ◎ | ||||||
Yoshiyuki Izawa | Independent Outside Director | ◯ | ◯ | ||||||
Meyumi Yamada | Independent Outside Director | ◯ | ◎ | ||||||
Fuminao Hachiuma | Independent Outside Director | ◯ | ◯ | ◯ | |||||
Paul Yonamine | Independent Outside Director | ◯ | ◯ | ||||||
Noriyuki Habano | Standing Audit & Supervisory Board Member | ◎ | ◯ | ◯ | ◯ | ◯ | |||
Nobutomo Teshima | Standing Audit & Supervisory Board Member | ◯ | ◯ | ◯ | ◯ | ◯ | |||
Kazuhiro Hara | Independent Outside Audit & Supervisory Board Member | ◯ | |||||||
Mitsuko Inamasu | Independent Outside Audit & Supervisory Board Member | ◯ | |||||||
Kaori Matsuhashi | Independent Outside Audit & Supervisory Board Member | ◯ | |||||||
Seiji Oku | Executive Officer General Manager of Corporate General Affairs & Legal Division |
◯ | ◯ | ◯ | ◯ | ||||
Nobuyuki Miyaji | Executive Officer General Manger of ESG Development Division |
◯ | ◯ | ◎ | ◯ | ||||
Izuru Nishimura | Executive Officer Chief Information Officer (CIO) General Manger of Group DX Division |
◯ | ◯ | ◯ | ◯ | ||||
Seiji Kitamura | Executive Officer Chief Merchandising Officer (CMDO) General Manager of Group Merchandise Strategy & Planning Division |
◯ | ◯ | ◯ | ◯ | ||||
Takuya Enomoto | Executive Officer Chief Human Resource Officer (CHRO) General Manager of Human Resources Division |
◯ | ◯ | ◯ | ◯ | ||||
Hirotake Henmi | Executive Officer General Manager of Corporate Communication Division |
◯ | ◯ | ◯ | ◯ |
To facilitate prompt decision making and business execution even amid a dramatically changing
operating environment, the Company has introduced the executive officer system and separated the Board of
Directors' supervisory functions from the executive officers' business execution functions. This developed an
environment where the Board of Directors is able to focus on the "formulation of management strategies" and
the "supervision of business execution," while the executive officers can focus on "business execution." The
executive officers comprise 22 members (19 men and three women) as of May 31, 2024.
The term of office of
the Directors is set to one year in order to reflect the intentions of shareholders regarding the appointment
of the management team in a timely manner.
Matters to be decided by the Board of Directors at the Company are stipulated in the Board
of Directors Regulations, the Decision Authority Regulations, and so forth, and matters stipulated by the
Companies Act and the Company's internal regulations are decided by the Board of Directors.
The
Decision Authority Regulations clearly set forth the scope of matters to be decided by the Management
Meeting and the Representative Director and President. This clarifies the decision-making process for
management and the structure of responsibility, while also expediting decision-making by rational
delegation of authority.
The Company has established the “Nomination Committee” and the “Compensation Committee” (in this paragraph, “the Committees”) as advisory committees to the Board of Directors. The Committees' chair and the majority of their members are Independent Outside Directors. It has been utilizing the more diverse range of knowledge and advice of Outside Directors and Outside Audit & Supervisory Board Members to ensure further objectivity and transparency in procedures for deciding the nomination of and compensation for Representative Directors, Directors, Audit & Supervisory Board Members, and executive officers (in this paragraph, “Officers, etc.”), thereby enhancing the supervisory functions of the Board of Directors and further substantiating corporate governance functions.
(Main items for deliberation by each committee and scope of target persons)
Committee | Main items for deliberation | The Company | Core operating companies *1 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Japan | Overseas | ||||||||||
Representative Director | Director | Audit & Supervisory Board Member | Executive Officer | Representative Director | Director | Audit & Supervisory Board Membe | Executive Officer | President, CEO | Position equivalent to President, CEO | ||
Nomination Committee | Basic policies and standards for nomination of candidates | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ||||
Contents of appointment proposals for candidates | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | |||||
Compensation Committee*2 | Basic policies and standards for compensation, etc. | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ |
Contents of proposals for the limit on the total amount of compensation, etc. | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | |||||
Contents of individual compensation, etc. | ◯ | ◯ | ◯ | ◯ | ◯ |
The Committees deliberate on the nomination and compensation of not only the Company’s
Officers, etc., but also Representative Directors of the core domestic operating companies and President and
CEO of the core overseas operating companies (in this paragraph, “Representative Directors, etc.”).
The
Representative Directors, etc., of the core operating companies occupy an important position for the Group's
management and are included within the purview of deliberations by the Committees from the perspective of
emphasizing the objectivity and transparency of the principal nomination and compensation procedures for the
management of not only the Company but also the Group.
The Company will also appropriately determine the
companies to be "core operating companies" with an emphasis on the objectivity and transparency of the Group
management procedures, in accordance with the Group's business portfolio strategy and governance system.
Internal and outside Audit & Supervisory Board members act as observers on the
Committees.
They monitor the appropriateness of deliberation procedures and the reasonableness of
considerations related to each agenda item discussed by the two committees, which serve as advisory bodies
to the Board of Directors, from an objective standpoint. They also provide opinions from an impartial and
objective perspective to contribute to the Company’s sustainable growth and the enhancement of its medium-
to long-term corporate value.
The Company's Audit & Supervisory Board develops audit plans with the basic audit policies
of ensuring sound and sustainable growth of the Company and its Group companies and establishing
high-quality corporate governance systems to respond to public trust. The Audit & Supervisory Board sets
the establishment of internal control systems, and the system to promote legal compliance and risk
management, as key audit items.
The Audit & Supervisory Board Members attend the Board of Directors
meetings and other important meetings. They conduct audits in the following manner: exchanging opinions with
the Representative Directors and periodically interviewing Directors and others on the status of business
execution; viewing important documents for approval such as request forms; and surveying the status of
operations and assets at the Head Office and others. For subsidiaries, they communicate and share
information with the Directors and Audit & Supervisory Board Members of subsidiaries, visit the
subsidiaries' Head Offices and stores to survey the actual status of operations in accordance with the audit
plans, and receive reports.
In order to enhance and reinforce its internal auditing function, the Company has appointed,
within the Auditing Office, the “operational auditing staff” and the “internal control evaluation staff,”
which are independent internal auditing divisions. The “operational auditing staff” has an oversight
function to verify and provide guidance on internal auditing, including the status of the maintenance and
management of compliance systems, by core operating companies or to directly audit them, and an internal
auditing function for auditing the Company, the holding company, and performs these operations. Internal
control evaluation staff evaluate internal controls regarding the financial reporting of the whole Group. As
of May 31, 2024, there were 29 dedicated staff members handling internal audit duties.
The results of
internal audits and evaluations of internal controls regarding the financial reporting are reported to the
president and representative director, each executive officer in charge, and the Board of Directors.
Additionally, they are reported to the Audit & Supervisory Board, facilitating coordination and
discussions to enhance the effectiveness of audits.
(a) Coordination between the Audit & Supervisory Board members, the Auditing Office, and the accounting auditor
To improve the quality of audits across the Group, the Company ensures that the Audit & Supervisory Board members, the Auditing Office, and the accounting auditor proactively exchange information and opinions, and engage in discussions to maintain close ties with each other, by such means as periodically holding tri-partite meetings.
Coordination method | Schedule | Proceedings |
---|---|---|
Tri-partite meetings | April, October | Exchanges information on the performance of accounting audits with the accounting auditor, the performance of internal audits with the Auditing Office, and the performance of Audit & Supervisory Board Member audits with the Audit & Supervisory Board Members and conducts exchanges of opinions. |
(b) Coordination between the Audit & Supervisory Board members and the accounting auditor
The Audit & Supervisory Board members receive reports from the accounting auditor at the beginning of the fiscal year on the annual audit plan, and on the procedures and results of accounting audits and internal control audits on a quarterly basis, and exchange opinions to coordinate with them..
Coordination method | Schedule | Proceedings |
---|---|---|
Explanation of audit and quarterly review plans | June | Receives an explanation of the audit plan and proposed audit fees for the fiscal year from the accounting auditor. |
Report of quarterly review results | July, October, January | Receives reports on quarterly review results from the accounting auditor and exchanges opinions. |
Interview with Audit & Supervisory Board members | January | Conducts interviews and exchanges opinions with the Audit & Supervisory Board members from the accounting auditor. |
Exchange of opinions on key audit matters (KAM) | June, July, October, January, April |
Periodically receives explanations from the accounting auditor on matters that may become KAM and on the draft text thereof, and, upon reviewing the contents of those matters and texts, exchanges opinions. Considers the appropriateness of information disclosure |
Report on audit results under the Companies Act | April | Receives a report on the audit results under the Companies Act from the accounting auditor. |
Report on audit results under the Financial Instruments and Exchange Act | May | Receives a report on the audit results under the Financial Instruments and Exchange Act from the accounting auditor. |
Report on the audit results of major overseas subsidiaries | June | Receives reports on audit results from the accounting auditor of affiliated firms overseas and exchanges opinions. |
Accompanies on-site audits of Group companies | November, February | Accompanies on-site audits of Group companies by the accounting auditor to verify the appropriateness of audits. |
(c) Coordination between the Audit & Supervisory Board Members and the Auditing Office
The Audit & Supervisory Board Members and the Auditing Office ensure comprehensive sharing of audit information between each other in order to improve the quality of audits.
Coordination method | Schedule | Proceedings |
---|---|---|
Regular meetings between the Standing Audit & Supervisory Board Members and the Auditing Office | Monthly | Receives reports from the Auditing Office on the audit plan, the results of operational audits, the progress of internal control evaluations, etc., and exchanges opinions. The Standing Audit & Supervisory Board Members report important matters to Outside Audit & Supervisory Board Members. |
Information sharing and exchange of opinions on the status and results of internal audits | June | Receives reports on the results of operational audits and activity status from the Auditing Office and exchanges opinions. |
Report on the status and results of evaluations of internal controls regarding the financial reporting | Quarterly | Receives reports from the Auditing Office on the internal controls regarding the Group’s financial reporting as stipulated by the Financial Instruments and Exchange Act. |
(d) At each audit, the Audit & Supervisory Board Members, the Auditing Office, and the accounting auditor receive reports and materials, etc. from the internal control divisions, and request explanations as deemed necessary, and the internal control divisions cooperate in the appropriate performance of these audits.
The Company has established the "Sustainability Committee," "Risk Management Committee," and "Information Management Committee," which report to the Representative Directors. Each committee determines Group policies in cooperation with the operating companies, and strengthens corporate governance by managing and supervising their dissemination and execution.
The Company has established the Sustainability Committee based on Sustainability Basic Rules
for the purpose of promoting, administrating and supervising the Sustainability activities of the entire
Group through operating activities in order to contribute to solving social issues and aim for sustainable
growth for both society and the Group. The Company has also established five subcommittees under the
Sustainability Committee tasked with the examination and promotion of concrete measures to promote
operating activities that will contribute to solving material issues (Materiality) identified to address
the expectations and demands of stakeholders and realizing a more thorough compliance practice. Through
these subcommittees, the Company has carried out initiatives to find solutions to issues and implemented
preventive measures.
Under the Sustainability Committee, to resolve the material issues which should
be tackled by the Group, the Company tasks a subcommittee with handling each relevant issue: the
“Environment Subcommittee” with helping reduce environmental burdens, such as climate change and depletion
of resources; the “Supply Chain Subcommittee” with building a sound supply chain that takes human rights
and the environment into consideration and with improving quality and ensuring safety for merchandise and
services; the “Corporate Ethics and Culture Subcommittee” with ensuring thorough awareness and adoption of
the Corporate Creed and the Corporate Action Guidelines, building worker-friendly workplaces, promoting
advancement of diverse human resources and improving the labor environments; the “Compliance Subcommittee”
with strengthening compliance and internal controls; and the “Social Value Creation Subcommittee” with the
planning, proposal and operation of new businesses originating from addressing social issues through the
main business, by utilizing business characteristics and management resources. These subcommittees have
formulated and carried out measures to address such individual issues on a Group-wide basis.
Through
the activities of these subcommittees, we continue to promote business activities that further ensure
compliance and contribute to the resolution of the material issues (Materiality) related to stakeholders,
while aiming for sustainable development of both society and our Group from a sustainability perspective.
In accordance with the basic rules for risk management, the Company and its Group companies
establish, streamline, and manage comprehensive risk management systems, centered on the Risk Management
Committee, in order to properly analyze, evaluate, and appropriately respond to risks associated with each
business, with consideration for changes in the management environment and risk factors.
The Risk
Management Committee receives reports from the departments in charge of risk management regarding the risk
management status of the Company. The committee comprehensively determine, assess, and analyze risks and
discuss measures, and determine the future direction going forward.
In recent years, in addition to
changes in the Group's internal environment, the impact of various changes in the external environment on
business operations, including rising geopolitical risks and environmental, social, and governance
(ESG)-related risks, has grown significantly. In FY2023, to address these changes, the Company reviewed
its risk management framework to not only account for short-term risks but also to consider medium- to
long-term risks. Furthermore, we are enhancing the effectiveness of risk management across the Group by
identifying high-priority risks based on factors such as importance and commonality, and clarifying the
roles and responsibilities of the Company and its Group companies.
In accordance with the Information Control Regulations, the Company has carried out risk
analysis, evaluation and measures regarding the information handling of all operations-related information
that is learned, created or retained by officers and employees of the Group under the Information
Management Committee, chaired by the information management supervisor.
Continuing on from the
previous fiscal year, in FY2023, the Company strived to strengthen its information collection and
management structure. It strengthened its structure to timely and appropriately collect important
information on its Group companies and to then deal with that information in cooperation with those
companies. At the same time, the Company worked to strengthen its structure to centrally manage that
information and to report it to management and related departments without omissions or
delays.
Moreover, while complying with laws, regulations and guidelines concerning information
security, the Company is strengthening its information security structure mainly by reviewing its
information handling procedures, tightening its management of contractors, and providing education to its
officers and employees to enhance its response to increasingly sophisticated and complex cyberattacks. It
is also further refining human, organizational, physical, and technical safety management measures.
In
particular, the Company provided all the officers in its Group with internal training on the prevention of
insider trading so that they properly handle important facts and other information. The aim of that
training was to inform them of the rules prohibiting insider trading and to promote compliance.
The
Company will continue to deploy and provide guidance on those efforts within its Group companies through
the Information Management Committee. At the same time, it will work to enhance governance in information
management by supporting the autonomous and continuous promotion of these efforts in its Group companies,
while monitoring and evaluating their progress.
The Company is taking steps to appropriately manage various risks based on effective methods with practical application, such as achieving growth strategies, in order to increase corporate value while ensuring the continuous development of the Group. In managing the Group's risks, the Company employs an integrated approach that quantitatively and qualitatively evaluates the risks in every business domain faced by each Group company, and implements measures that avoid, transfer, mitigate, and retain risks.
The Company and its Group companies have established governing bodies such as the Risk
Management Committee, with the departments that oversee the overall risk management of the respective
companies as the secretariat.
As a general rule, the Risk Management Committee meets once every six
months to receive reports on the risk management status of the respective companies from the departments
responsible for the management of risks, to comprehensively determine, assess, and analyze risks and discuss
measures, and to determine the future direction going forward.
For individual risks, response policies,
initiatives for risk mitigation undertaken by each company, and various internal and external examples
illustrating signs of emerging risks are shared primarily through Groupwide governing bodies led by the
Company's departments responsible for the management of risks.
The Group conducts comprehensive risk management, including risk identification, assessment,
proposal of improvement measures, prioritization, and ongoing improvement activities and monitoring,
utilizing information from both internal and external sources.
In addition, the internal auditing
division of each company verifies whether risk management is being handled effectively, from an independent
perspective, through periodic internal audits, and provides advice to each department for improving risk
management, as necessary.
In addition to changes in the Group's internal environment, it is necessary to capture various
changes in the business environment, including shifts in global trends such as rising geopolitical risks and
ESG-related risks, changes in consumer values, and the expansion of e-commerce. In recent years, factors
such as the unpredictable global situation have contributed to heightened uncertainty surrounding corporate
activities.
Against this backdrop, the Company is bolstering and broadening its risk classification
framework to incorporate external factors and medium- to long-term perspectives. This ensures effective
adaptation to evolving landscapes, augmenting traditional risk management, which primarily addressed
internal environments and short-term horizons. Furthermore, the Company is diversifying and enhancing the
assessment and analysis of various risks. This involves adding qualitative factors such as business
continuity and damage to the brand image of the Group to conventional quantitative factors to evaluate the
impact on performance when risks materialize.
The Company conducts a comprehensive assessment of various
risks, focusing on importance, commonality, materiality, and efficiency, before organizing them into four
risk classes.
Subsequently, roles and responsibilities for each risk class are defined for both the
Company and its Group companies, ensuring that the responsible parties undertake improvement activities.
This approach boosts the effectiveness of risk management across the Group.
In FY2020, the Company introduced shared Group risk indicators (Key Risk Indicators, “KRIs”)
to enhance the effectiveness of the Group’s risk management.
KRIs are quantitative monitoring indicators
that facilitate the early detection of the materialization or potential materialization of risks, as well as
the reduction and minimization of any possible damage and its impact. A total of 100 KRIs have been
set.
In operations, priority risks and their KRIs are identified from the perspectives of the Company
and its Group companies. The Company coordinates with its Group companies to take measures before any major
incidents occur, conducting assessments from a Groupwide cross-organizational perspective alongside
respective self-assessments.
The environment surrounding the Group, including recent technological innovations and social
values, has changed drastically, and we are continuously revising our views on risk management,
accordingly.
In particular, regarding risks associated with information security, damage from
cyberattacks is increasing, as corporate DX (digital transformation) is advancing.
Accordingly, the
Group has been engaged in redeveloping its information security policy, regulations, guidelines, etc.,
increasing personnel with expertise in security, and providing internal training to instill a better
awareness of information security within the Group.
In addition, as the business environment changes
drastically, recognizing that prevention and early detection of incidents are crucial, the Company is
promoting company-wide initiatives that require each line of defense, i.e., the operating division-the first
line of defense, the administrative divisions-the second line of defense, and the internal auditing
division-the third line of defense, to function properly.
In the first line of defense, the operating
division strengthens communication in the regular business line to ensure the early detection and reporting
of/responses to risks onsite.
In the second line of defense, the internal control promotion division,
which is independent from the regular business lines (e.g., the administrative divisions and monitoring
divisions), has established a system to give feedback, advice and support to the operating division, the
first line of defense, regarding the information gathered daily, while engaging in mutual coordination, as
necessary.
In the third line of defense, the internal auditing divisions of the Company and its Group
companies conduct the risk management audits that analyze and evaluate whether the first and second lines of
defense of each company are functioning properly.
In addition to the above, given the lightning speed of
changes in today's business environment, the Company is strengthening analysis of information on social
media as well as the content of opinions from its customers and other parties, as part of its efforts to
strengthen early understanding of the warning signs of risk.
As part of the internal controls of the whole Group, the Group operates a "Groupwide Employee Help Line" for blowing the whistle by Group employees, a "Business Partner Help Line" for blowing the whistle by business partners, and an "Audit & Supervisory Board Member Hotline" regarding management team members, with the aim of preventing, rapidly identifying, rapidly rectifying, and preventing the recurrence of violations of laws and regulations, social norms, and internal rules.
Overall, the Group's cross-shareholdings as of the end of February 2024 comprise 50 stocks,
with a market value of ¥86.3 billion accounting for 2.2% of consolidated net assets.
In principle, the
Group does not hold cross-shareholdings except where there is an accepted rational for doing so, such as
maintaining or strengthening business alliances or business relationships, in order to maintain and
strengthen business competitiveness.
Stocks held are reviewed annually and shares with less rationale or
less effectiveness for holding are to be sold in view of the circumstances of the investee companies.
When exercising voting rights as to listed cross-shareholdings, based on the following Detailed Rules regarding Standards for Exercising Voting Rights, the Company decides whether to vote for or against proposals from the perspective of increasing the medium- to long-term corporate value of the Company and the investee companies, and engages in dialogue with the investee companies about the proposals before exercising its voting rights if necessary.
a. Whether proposals at each Shareholders' Meeting inure to medium-to long-term improvement of corporate value?
b. Whether proposals at each Shareholders' Meeting will maximize the benefits of shareholders of the company that convenes the Shareholders' Meeting?
c. Whether a convocation notice of Shareholders' Meetings and other materials such as documents that explain proposals are timely and appropriate as information disclosure?
The Company's Board of Directors assesses the matters below regarding the rationale for and effectiveness of holding listed cross-shareholdings and makes comprehensive decisions regarding the appropriateness of holding said shares. The Company will continually review the matters to be assessed.
1. Background of acquisition
2. Presence or absence of business
relationship
3. Strategic significance at the time of holding
4. Possibility of future
business
5. Risks related to survival or stability, etc. of business if shares are not
held
6. Continuity of advantages, future outlook for business, and risks if shares continue
to be held
1. The most recent amounts of transactions and profits if any business is
conducted through business alliances, etc.
2. Annual dividends received and gain or loss on
valuation of shares
3. Whether the benefits and risks from each holding cover the Company's
cost of capital
The results of the Board of Directors' FY2023 assessment of all of the Company's listed cross-shareholdings are as below. (The review was performed at the Board of Directors meeting on May 9, 2024.)
Stock | Purpose of shareholding | Qualitative/quantitative rationale and effectiveness of shareholding | Holding of the Company's shares |
---|---|---|---|
AIN HOLDINGS INC. | Further reinforcement of business collaboration in promotion of joint merchandise development, etc. | Yes*1 | No |
Credit Saison Co., Ltd. | Further reinforcement of business collaboration through the Group financial business companies, etc. | Yes*1 | Yes |
Mitsui Fudosan Co., Ltd. | Further reinforcement of business collaboration in transactions, etc., related to stores, logistics facilities, and other real estate for the Group operating companies | Yes*1 | Yes |
SEIBU HOLDINGS INC. | Further reinforcement of business collaboration in joint development of stores, areas, etc., of the Group operating companies | Yes*1 | No*2 |
TBS HOLDINGS, INC. | Further reinforcement of business collaboration in sales promotion leveraging media content, etc. | Yes*1 | No*2 |
Dai-ichi Life Holdings, Inc. | Further reinforcement of business collaboration in life insurance and other financial transactions, etc., with the Group companies | Yes*1 | No*2 |
The Company's Board of Directors confirms that its Group companies other than listed subsidiaries also assess the Group's cross-shareholdings based on the same shareholding policy as the Company.
Status of the advisors for the Company and major operating companies is as below.
Name | Toshifumi Suzuki |
---|---|
Title/position | Honorary Advisor |
Duties | Provide advice when needed by the Company's management team |
Working arrangement/conditions | Full-time/with compensation |
Date of retirement of the Company's president, and representative director, etc. | May 26, 2016 |
Term of office | 1 year |
Name | Katsuhiro Goto |
---|---|
Title/position | Advisor |
Duties | Provide advice when needed by the Company's management team |
Working arrangement/conditions | Full-time/with compensation |
Date of retirement of the Company's president, and representative director, etc. | May 28, 2024 |
Term of office | 1 year |
With regard to transactions with related parties, the Company investigates and identifies
related parties and checks if there are any transactions with related parties and the details thereof. The
Company discloses the transactions in accordance with the Companies Act, the Financial Instruments and
Exchange Act, and other applicable laws and regulations, as well as the regulation of the Tokyo Stock
Exchange.
Furthermore, with regard to any competing transactions and conflict-of-interest transactions
between the Company and any Directors, the Company makes it a rule for the Directors to obtain approval of the
Board of Directors in accordance with laws and regulations and the Board of Directors Regulations and to
report material facts if the Directors carry out such transactions.
The Company has upheld its founding Corporate Creed, “We aim to be a sincere
company” that all stakeholders trust, as the foundation of its Group management. Under the Basic
Stance, “We aim to contribute to the local community both in Japan and overseas by providing new
experiences and values from the customer’s point of view,” the Company has set its Ideal Group
Image for 2030: to become “a world-class retail group focused on food, leading retail innovation
through global growth strategies with the 7-Eleven business at the core and proactive utilization
of technology.”
To realize this Ideal Group Image, the Company, as the holding
company overseeing the Group, will work to ensure sustainable growth and increase corporate value
over the medium to long term. This involves spreading awareness of the Group’s philosophy,
planning strategies, establishing governance, as well as supporting, supervising, and optimally
allocating resources for the business execution of its Group companies. Meanwhile, the Group
companies under its umbrella strive to enhance corporate value and capital efficiency while
maintaining their autonomy. They achieve this by boldly tackling structural reforms and growth
strategies undertaking a PDCA cycle within their respective business scopes, based on the goals
and plans established through dialogue with the Company, and fulfilling their own
responsibilities.
The Company continually reviews and reassesses its business
portfolio with the aim of maximizing the Group companies’ corporate value. This includes
transitioning to a Group structure that fosters long-term growth and enhances corporate
value.
Although the Company owns the listed subsidiary, Seven Bank, Ltd., the ATM
platform business and banking operations conducted by this entity and its subsidiaries do not
overlap with the core operations of other Group companies, ensuring clear business
demarcation.
From the standpoint of respecting the independence of its listed
subsidiaries, the Company values the management decisions of said company, and respects the
independent and autonomous deliberation and determination of its business strategies, personnel
policies, and capital policies, as it engages in its operating activities.
Seven Bank is expected to contribute to resolving management issues and enhancing
profitability in the Group by leveraging the Group's management assets to provide retail-focused
financial services, strengthen customers relationships, and advance an integrated strategy for
retail and financial services as a Group company.
The Company recognizes that its
listing on the market is one of the most effective means to ensure the trustworthiness and
transparency of management in its banking operations, while also enjoying business synergy through
mutual utilization of customer bases. In order for Seven Bank to achieve sound and sustained
growth, the development of business innovation through an advanced combination of collaborations
with various business partners based on the foundations of corporate trustworthiness and
transparency of management is thought to be indispensable. From the standpoint of Group
management, the Company believes that it is preferable for said subsidiary to enhance its
corporate value through its own growth strategies.
Seven Bank, Ltd. has established a Nomination and Compensation Committee chaired by
an Independent Outside Director, as an advisory organization to the Board of Directors, in order
to deliberate matters regarding the nomination of candidates for Director and Executive Officer,
thereby ensuring the independence of the election of the management team of the said subsidiary
from the Company. Furthermore, the said subsidiary has assigned Independent Outside Directors and
Independent Outside Audit & Supervisory Board Members to conduct monitoring to prevent the
occurrence of any conflicts of interest between the Company and shareholders other than the
Company.
The Company has not entered into a group management agreement with the
said subsidiary.
Moreover, to comply with disclosure and other requirements, the
"Reporting Guidelines for Significant Events" has been set forth between the Company and the said
subsidiary, which require the said subsidiary to report only matters that could impact the
Company's timely disclosures, matters that could significantly impact the Company's consolidated
financial statements, and matters that could damage trust in the Group.