Overview of Corporate Governance "Systems"

Updated: September 1, 2026

Corporate Governance System (as of September 1, 2026) [CGC Supplementary Principle 4.10.1]Updated

Corporate Governance System
Corporate Governance System

1. Reason for adoption of current corporate governance system

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.

Utilization of the company with Audit & Supervisory Board Member system

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:

  1. 1Each Audit & Supervisory Board Member independently has its own auditing authority (individual independence system), which allows audits to be conducted from the perspectives of each Audit & Supervisory Board Member.
  2. 2The independence of the Audit & Supervisory Board Members is clearly specified by law, which enables independent and objective audits.
  3. 3The Audit & Supervisory Board Members have legally specified authority to investigate subsidiaries, which is effective also from a Group audit perspective.

Composition of Directors and Audit & Supervisory Board Members at each meeting body (as of September 1, 2026)Updated

(◎: Board or committee Chairperson)
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

2. Separation of the Board of Directors' supervisory functions and executive officers' business execution functions through introduction of the executive officer system (clarification of the scope of matters delegated to management)

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.

Clarification of the scope of matters delegated to management
[CGCSupplementary Principle 4.1.1]

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.

3. Nomination Committee and Compensation Committee system [CGCPrinciple 3.1 (iii) (iv)][CGC Supplementary Principle 4.10.1][CGCSupplementary Principle 4.11.1]

(1) Outline of basic policy and system

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.
  • *1As of May27,2026, “core operating companies” are SEVEN-ELEVEN JAPAN CO., LTD., 7-Eleven, Inc., and 7-Eleven International LLC.
  • *2In addition to the deliberation items above, the Compensation Committee deliberates on important matters related to the establishment of the stock-based compensation system, the establishment and change of stock grant criteria, and the operation of stock-based compensation system (including decisions about updates) for Officers, etc. of the Company and its domestic subsidiaries, and for Presidents, CEOs, and other similar positions of overseas subsidiaries.
    As of May27,2026, Audit & Supervisory Board Members are not subject to the stock-based compensation system.

(2) Proper Group management and utilization of the Nomination Committee and Compensation Committee

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.

(3) Involvement of Audit & Supervisory Board Members from the perspective of ensuring correct procedures

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.

4. Auditing

(1) Audits by the Audit & Supervisory Board Members

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.

(2) Internal audits

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.

(3) Coordination between Audit & Supervisory Board member audits, internal audits, and accounting 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.

5. Corporate governance by various committeesUpdated

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.

Group Sustainability Committee

 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.

Internal Control Committee

 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.

6. Risk managementUpdated

(1) Basic approach to risk management

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.

(2) Group risk management system and risk evaluation process

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.

(3) Utilization of risk management indicators

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.

(4) To further strengthen risk management

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.

Toward further strengthening of risk management: detecting the warning signs of risk
Toward further strengthening of risk management: detecting the warning signs of risk
Toward further strengthening of risk management: detecting the warning signs of risk
Toward further strengthening of risk management: detecting the warning signs of risk

7. Internal whistleblowingUpdated

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.

  • The Company has established a point of contact for reporting at an outside third-party organization to thoroughly protect those who issue reports by enabling reports to be made anonymously, ensuring the confidentiality of report content, protecting the personal information and privacy of the reporting person (whistleblower), and preventing the whistleblower from being subjected to disadvantageous treatment for having used the help line.
  • When a serious violation is found to have occurred, it is reported immediately to a Representative Director. The relevant department and relevant companies then confer about the response and take necessary measures.
  • At Board of Directors meetings, the executive in charge regularly reports on and reviews the status of the internal whistleblowing system.
Internal reporting
Internal reporting
[Number of reports for FY2025]*2
Internal reporting
[Number of reports for FY2025]*2
Internal reporting

8. Cross-shareholdings [CGCPrinciple 1.4]

(1) Policy on cross-shareholdings

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.

  • *The market value is rounded down to the nearest 10 million yen and the ratio is rounded to the first decimal place.

(2) Standards for exercising voting rights

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.

Detailed Rules regarding Standards for Exercising Voting Rights

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?

(3) Determination of the rationale and effectiveness of shareholding

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.

Matters reviewed

Qualitative Matters

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

Quantitative Matters

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

9. Advisors, etc. (as of September 1, 2026)

Status of the advisors,etc. for the Company and major companies is as below.

The Company

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
  • Regarding the assumption of office by advisors of the Company and major operating companies, the Company's Board of Directors deliberates and confirms matters and appropriately supervises their work.
  • Upon consultation from the Company's Board of Directors, the Company's Nomination Committee deliberates and confirms the duties, work arrangements, and conditions, such as compensation terms for the advisors of the Company and major operating companies.
  • The roles of advisors of the Company and major operating companies are to provide advice when needed by the management team of each company, and advisors have no authority to affect the management decisions of each company.

10. Framework for checking related party transactions [CGC Principle 1.7]

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.