Corporate Governance

Overview of Corporate Governance

(Years Ended March,31.2019)

Governance Type Company with Three Committees
Number of Board Members 9
Number of Outside Directors 5 (56%)
Number of Independent Outside Directors 4 (Notified as the independent outside directors designated by the Tokyo Stock Exchange)
Board Diversity 3 female directors (33%)
Number of Board Meetings
Held per Year
8 times
Average Attendance Rate
of Board Meetings
99%
Director's Term 1 year
Chairman and CEO One person serving as both
Nomination
Committee
5 members (3 outside directors; chaired by an outside director; meetings held 1 times per year)
Audit
Committee
4 members (4 outside directors; chaired by an outside director; meetings held 6 times per year)
Compensation
Committee
3 members (2 outside directors; chaired by an outside director, meetings held 3 times per year)

Description of Corporate Governance

We are aiming for the sustainable co-growth of enterprises and society. We think of corporate governance as a system that supervises our activities toward that goals. It is important to develop an environment for securing the transparency and fairness of management facilitating active decision making, and disclosing information properly. We recognize that shareholders, society and the environment entrust us with valuable managerial resources, and aim to realize the sustainable growth of society and the environment and create corporate value in the medium to long terms, in cooperation with stakeholders, and will fulfill our accountability.

Development of Corporate Governance System

In June 2004, in order to enhance oversight function of the Board of Directors and the quality of management and enrich management practices such as prompt decision-making and agile execution of operation, the Company was reorganized into a company with committees (currently company with three committees), which is more transparent and fair and in which outside directors account for the majority of board members. In June 2008, a female director was appointed for the first time, and in June 2019, female directors make up 33% of the board (one out of nine executive officers is also woman). In addition, we appoint Independent outside directors with a wide array of knowledge, experience and skills such as management, marketing, accounting and legal affairs, etc. (The Company was selected as "Diversity Management Selection 100 (2013)" (METI Minister Award).) Since 2015, a board evaluation has been also conducted on annual basis to improve the effectiveness of the Board.

Remunerations of Directors and Executive Officers

The Compensation Committee sets and determines the remuneration policy. The remuneration system was revised on April 30, 2015 at the Compensation Committee, so that executive will be able to align interests with shareholders as they seek sustainable mid-term to long-term growth of corporate value. Moving towards the goal of mutual interests with shareholders, points are given to Executive Officers according to business results of each term, and a share remuneration system is adopted where shares are provided upon their retirement as part of a mid-term to long-term incentive.

Corporate Governance Structure

Board Composition

(As of June 18, 2019)

Directors Nomination Committee Audit Committee Compensation Committee Name
Chairman of the Board
of Directors
Takashi Suzuki*
Director
(Outside Director) ☆
Naoto Onzo
Director
(Outside Director)
Kanichi Suzuki
Director
(Outside Director) ☆
Mitsuko Miyagawa
Director
(Outside Director) ☆
Noriyuki Watanabe
Director
(Outside Director) ☆
Fuminobu Aruga
Director Takako Suzuki*
Director Kumiko Ishikawa
Director Kouichi Yoshizawa*
9 directors
(Five of whom are outside directors)
5
members
4
members
3
members

●:Chairperson ○:Committee member *:Holds the concurrent position of executive officer ☆:Independent Outside Director

Areas of Executive Officer Responsibility

(As of October 1, 2019)

Executive Officers Responsibilities Name
Representative
Executive officer,
Chairman, CEO
Overall management Takashi Suzuki*
Representative
Executive officer,
President, COO
Overall management Takako Suzuki*
Managing Executive
Officer
In charge of the R&D Division Tsukasa Konda
Managing Executive
Officer
In charge of the Business Management Division and the Corporate Communication Division Yo Kouzuki
Executive Officer In charge of the Executive Creative Director Koji Kage
Executive Officer In charge of the Management Strategy Division and the Management Control Division and responsible for Domestic Group Companies Kouichi Yoshizawa*
Executive Officer In charge of the E-commerce business Department Mikio Tsuji
Executive Officer In charge of the Overseas Group Companies Management Department Keiichi Hayasaka
Executive Officer In charge of the Sales Division and the Domestic Sales Department Masaaki Shiina

*: Holds the concurrent position of director