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- Corporate Governance
- Overview of Corporate Governance "Systems"
Updated: September 1, 2026

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 | Group Sustainability Committee | Internal Control Committee |
|---|---|---|---|---|---|---|---|---|
| Junro Ito | Representative Director and Chair(Kaicho) Executive Officer and Chair(Kaicho) |
◯ | ◯ | ◯ | ◎ | |||
| Steve Dacus | Representative Director and President Executive Officer and President |
◯ | ◯ | ◎ | ◯ | |||
| Shigeki Kimura | Representative Director and Vice President Executive Officer and Vice President |
◯ | ◯ | ◯ | ◯ | ◎ | ||
| Tamaki Wakita | Director Managing Executive Officer |
◯ | ◯ | ◯ | ◯ | ◯ | ||
| Tetsuya Takagi | Director Executive Officer |
◯ | ◯ | ◯ | ◯ | |||
| Fuminao Hachiuma | Independent Outside Director | ◎ | ◯ | |||||
| Yoshiyuki Izawa | Independent Outside Director | ◯ | ◯ | |||||
| Meyumi Yamada | Independent Outside Director | ◯ | ◎ | ◯ | ||||
| Paul Yonamine | Independent Outside Director | ◯ | ◎ | |||||
| Takashi Sawada | Independent Outside Director | ◯ | ||||||
| Masaki Akita | Independent Outside Director | ◯ | ◯ | ◯ | ||||
| Tatsuya Terazawa | Independent Outside Director | ◯ | ||||||
| Christine Edman | Independent Outside Director | ◯ | ||||||
| Shinya Ishii | Standing Audit & Supervisory Board Member | ◎ | ◯ | ◯ | ◯ | |||
| Seiji Oku | Standing Audit & Supervisory Board Member | ◯ | ◯ | ◯ | ◯ | |||
| Kaori Matsuhashi | Independent Outside Audit & Supervisory Board Member | ◯ | ||||||
| Hitoshi Matsumoto | Independent Outside Audit & Supervisory Board Member | ◯ | ||||||
| Yukiko Omura | Independent Outside Audit & Supervisory Board Member | ◯ |
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 20members (17men and three women) as of May 27, 2026.
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 Member | 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.
We have established an Auditing Office as an independent internal audit department to evaluate the internal controls related to financial reporting for the entire Group.
In addition to auditing our own holding company, we conduct a confirmation of internal audits or direct audits of major operating companies, including the establishment and operation of compliance systems, in order to enhance and strengthen the audit functions of the entire group.
(As of April 30, 2026, there are 18 full-time internal audit staff.)
Furthermore, the results of evaluations of internal controls related to financial reporting and the results of internal audits are reported to the Representative Director, relevant Officers, and the Board of Directors, and also reported to the Audit & Supervisory Board. We collaborate and consult with the Audit & Supervisory Board member audits 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 midterm review plans | June | Receives an explanation of the audit plan and proposed audit fees for the fiscal year from the accounting auditor. |
| Report of midterm review (Status of annual audits) results | July, October, January | Receives reports on midterm review (Status of annual audits) results from the accounting auditor and exchanges opinions. |
| Interview with Audit & Supervisory Board members | February | Conducts interviews and exchanges opinions with the Audit & Supervisory Board members from the accounting auditor. |
| Exchange of opinions on key audit matters (KAM) | July, October, January, April, May |
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 | September | Receives reports on audit results from the accounting auditor of affiliated firms overseas and exchanges opinions. |
| Accompanies on-site audits of Group companies | August, 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) Collaboration of Audit & Supervisory Board Members, the Auditing Office, and Accounting Auditor with the Internal Control Divisions
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 “Group Sustainability Committee” and the “Internal Control Committee” as advisory bodies to the Management Meeting. Each committee works in collaboration with operating companies to determine group policies and strengthens corporate governance by managing and overseeing the penetration and execution of those policies.
The Board of Directors oversees these initiatives as a whole, receives reports on material matters, and provides direction and advice as necessary.
In accordance with the Basic Sustainability Regulations, the Company has established the Group Sustainability Committee, chaired by the Representative Director and Chair, which meets twice a year. The purpose of this committee is to promote, manage, and oversee sustainability activities aimed at achieving both a sustainable society and the Group's sustainable growth by contributing to the resolution of social issues while minimizing negative impacts on the global environment and other areas through the creation of new value. To address the priority issues (materiality) that our Group must tackle, the Group Sustainability Committee focuses on: (1) the Environmental (E) sector, centered on responding to social issues such as climate change and resource depletion, as well as reducing environmental impact; (2) the Social (S) sector, centered on initiatives for human capital enhancement, including the establishment of a sound supply chain that gives consideration to human rights and the environment, as well as the promotion of diverse human talent; (3) the Sustainability Information Disclosure sector, which appropriately discloses these initiatives; and (4) social contribution activities that extend beyond our business operations. The Committee is formulating and implementing improvement measures for specific cross-group challenges.
In addition, each operating company within our Group has established a Sustainability Committee or an equivalent body, and each company has built a sustainability promotion framework centered on its Sustainability Committee. The status of sustainability activities at each operating company is reported to the Group Sustainability Committee as appropriate, and the Committee monitors these activities.
Furthermore, our Sustainability Promotion Office, which serves as the secretariat for the Group Sustainability Committee, reports on overall sustainability activities to the Board of Directors at least once a year. Based on these reports, the Board of Directors oversees sustainability activities and provides guidance and advice as necessary.
Through this sustainability promotion framework centered on the Group Sustainability Committee, we will promote business activities that contribute to resolving key stakeholder issues (materiality) and aim for the sustainable development of both society and our Group from a sustainability perspective.
The Company has established an Internal Control Committee to promote and monitor the development and operation of the internal control system prescribed by the Companies Act and the internal controls related to financial reporting under the Financial Instruments and Exchange Act, with the aim of contributing to the sound and efficient management of the Company and its Group.
This Committee has established three subcommittees—the "Compliance Subcommittee," the "Risk Management Subcommittee," and the "Information Management Subcommittee"—which are responsible for specialized review and the promotion of measures in their respective fields.
The "Compliance Subcommittee" promotes initiatives to ensure strict compliance with laws, regulations, and internal rules, as well as to enhance awareness of corporate ethics.
The "Risk Management Subcommittee" comprehensively identifies, evaluates, and analyzes risks facing the Group, and is responsible for identifying key Group risks and formulating response policies.
The "Information Management Subcommittee" promotes the establishment of systems and the strengthening of management regarding information security, personal information protection, and the management of important information.
Furthermore, taking into account changes in the business environment and our global business expansion, each subcommittee promotes the development and refinement of policies and management standards to be shared across the entire Group. They also monitor the establishment and operation of internal control systems at each operating company and formulate and implement Group-wide improvement measures.
Furthermore, the Committee regularly reports the status of its deliberations and their results to the Management Meeting and the Board of Directors, and provides advice, proposals, and recommendations as necessary.
Through our internal control promotion framework centered on the Internal Control Committee, we aim to build and operate an effective internal control system across the entire Group and strive to continuously enhance corporate value.
The Company is taking steps to appropriately manage various risks based on effective methods with practical application 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 a committee for risk management with the department responsible for overseeing their overall risk management serving as the secretariat.
The Company has established a Risk Management Subcommittee under the Internal Control Committee. The Risk Management Subcommittee meets regularly to discuss the identification, assessment, analysis, and countermeasures of risks facing the Company and each of group companies, and to determine the future direction of our risk management efforts.
In addition, various risks are comprehensively assessed primarily from the perspectives of significance, commonality, visibility, and efficiency, and are classified into four risk categories. Based on these risk categories, the roles and responsibilities of the Company and each of its group companies are clarified, and the entities responsible for each risk implement improvement activities to enhance the effectiveness of risk management across the entire group. For details on the PDCA and evaluation processes for risk management, please refer to the “Risk Factors” link below.
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 90 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.
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, i.e., the operating division-the first line, the administrative divisions- the second line, and the internal auditing division-the third line, to function properly.
In the first line, 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, 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, regarding the information gathered daily, while engaging in mutual coordination, as necessary.
In the third line, 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 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 an "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 2026 comprise 20 stocks, with a market value of ¥90.8 billion accounting for 2.5% of consolidated net assets.
In principle, the Group does not hold cross-shareholdings except where there is an accepted rationale 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?
At the Board of Directors held on April 16, 2026, we reviewed the appropriateness of holding individual stocks based on quantitative criteria and the rationale of holding them in light of our relationships with business partners.
As a result, we will consider selling stocks for which the rationale for holding them has weakened, taking into account the impact on the stock market and other factors.
In addition, the Board of Directors has confirmed that group operating companies, excluding listed subsidiaries, are also conducting reviews of listed cross-shareholdings in accordance with the same holding policy as the Company.
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
Status of the advisors,etc. for the Company and major companies is as below.
| Name | Ryuichi Isaka |
|---|---|
| Title/position | Senior 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 27, 2025 |
| 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.