Corporate Governance Data

Information concerning directors and auditors(the fi scal year ended February 20, 2011)

  Persons
(outside persons)		 Term of service
(years)		 Remuneration
(millions of yen)		 Maximum amount of remuneration
(millions of yen)
Directors 15 (–) 1 281 600
Auditors

4 (3)

 4

27

50
*1
Includes two directors who resigned as of the 99th Ordinary General Meeting of Shareholders (May 12, 2010), and one director who resigned as of August 25, 2010. Excludes one unpaid director and two external auditors.
*2
For directors, we have introduced a performance-based remuneration system and stock options. In terms of director remuneration, the Company has, for the monetary portion of remuneration, increased the percentage linked to performance, including executive bonuses. At the same time, the 96th Ordinary General Meeting of Shareholders (May 17, 2007) abolished the payment of retirement bonuses to directors, and introduced a system of remuneration-type stock options. The total remuneration paid to directors is limited to ¥700 million for each fiscal year. Of this amount, monetary remuneration, including the conventional payment of bonuses to the directors, is held to within ¥600 million, with the portion accounted for by remuneration-type stock options at fair market value held to within ¥100 million on an annual basis.

Information concerning independent auditors(the fi scal year ended February 20, 2011)

Name of independent auditors Deloitte Touche Tohmatsu LLC
Remuneration related to the current business year*1 51 million yen
Total remuneration payable by the Company to independent auditors*2 54 million yen
*1
Total remuneration related to auditing duties as provided by the Companies Act and the Financial Instruments and Exchange Act.
*2
Total cash and other fi nancial benefi ts payable by the Company and its subsidiaries etc.

Meetings held of Board of Directors, Board of Auditors and Executive Committee
(the fi scal year ended February 20, 2011)

Meeting Meetings held (times) Members/
Participants
Board of Directors Chaired by the President and held 15 times per fi scal year with at least one meeting held per month. 15 Directors and Auditors
Board of Auditors 13 Auditors
Executive Committee An advisory body for the president mainly comprising directors of managing director rank or higher and full-time auditors and normally meeting once a week. 28 President and Directors

Status of systems or regulations

Item Status Explanation
Existence of mechanism for deciding remuneration of directors Yes Remuneration is based on a performance-based system.
Existence of Stock Option System Yes  
Existence of agreements limiting liability with outside directors and auditors Yes  
Existence of agreements limiting liability with independent auditors No  
Existence of defensive measures against hostile takeover No  
Existence of risk management regulations Yes Such matters fall under the Management Crisis Management Regulations.
Existence of internal reporting system Yes Such matters fall under the “Employee’s 110 hotline,” established by the Compliance Committee.
Existence of Corporate Ethics Regulations Yes Such matters fall under the ÆON Code of Conduct.