5. Status of Appointment of Outside Directors and Outside Audit & Supervisory Board Members
Activities of outside directors and outside Audit & Supervisory Board Member (FY 2023)
| Name | Attendances | Activities | ||
| Board of Directors | Audit & Supervisory | |||
| Outside Directors | Kunihiro Koshizuka | 15/15 | - | Applying his knowledge, expertise and experience in digital and scientific technologies gained as an engineer, Kunihiro Koshizuka has been stating his opinions properly, such as the proposals related to digital transformation for the enhancement of the Company’s corporate value over the medium and long term. Moreover, undertaking the role of a consensus builder for the Outside Directors as the leading independent Outside Director, he appoints and evaluates Directors as Chair of the Nomination and Compensation Committee. He also discusses the policies and plans for developing successors and other Director candidates in relation to human resources who are likely to be Director candidates in the next fiscal year, providing supervision and advice so that these candidates will achieve success as members of the management team. |
| Chisa Enomoto | 15/15 | - | Chisa Enomoto has been stating her opinions properly, particularly with respect to enhancing the Company’s brand value and reputation, from a general perspective grounded upon her extensive knowledge and experience in public relations strategies that she gained as a public relations officer at multiple companies. Moreover, as Chair of the Governance Committee, she discusses the rationality and appropriateness of transactions with a parent company or group companies on a board meeting agenda as part of her effort to supervise management from the viewpoint of minority shareholders. She also offers advice intended to help the Company make the maximum use of the brand value. | |
| Hironobu Kurosaki | 15/15 | - | Applying his management experience gained as an executive officer in charge of an overseas affiliated company, Hironobu Kurosaki has been providing appropriate supervision and advice needed to capture growing markets and realize highly profitable growth for such subjects as the promotion of plans for opening new stores overseas, risk management at times of expanding stores, and the suitability of investment and profitability plans. | |
| Junko Owada | 15/15 | - | Applying her experience from the human resources field and IT problem solving, Junko Owada has been providing appropriate supervision and advice to realize sustainable growth for the Company and for the enhancement of medium- to longterm corporate value, such as identifying points in the content of deliberation that requires further examination and making proposals relating to critical issues including human capital strategies, the promotion of diversity and empowerment of women in the workplace. | |
| Junko Taki | 15/15 | - | Applying her experience as an executive close to management in multiple companies as well as considerable knowledge she has developed as an accounting and corporate governance expert, Junko Taki has been stating her opinions on our medium- to long-term growth strategies and management issues in Japan and overseas, adopting fairness and transparency as her perspectives. She also provides appropriate supervision and advice to improve the effectiveness of the Board of Directors. | |
| Outside Audit & Supervisory Board Member | Kazuhiro Aoyama | 12/12(Note) | 11/11(Note) | Kazuhiro Aoyama leverages his extensive knowledge of management and sales strategies he fostered in the AEON Group and his experience as a director to conduct highly effective audits and supervise management, including pointing out the appropriateness of plans in line with business strategies and the state of internal controls. |
| Emi Torii | 15/15 | 14/15 | Applying her expertise and experience as a lawyer, Emi Torii has been providing supervision of management, such as offering necessary insights on appropriateness of transactions and improvements to the internal control system as needed, from the perspectives of the Companies Act and of the protection of the interests of minority shareholders. | |
| Rumiko Tanabe |
12/12(Note) | 11/11(Note) | With her expertise as a certified public accountant, Rumiko Tanabe leverages her professional knowledge and extensive experience as a specialist in finance and accounting, including audit work at an auditing firm, and she provides highly effective audits and supervises management, including making finance-related recommendations as well as confirming the formulation of strategies for mediumterm management plans. | |
(Note) The Board of Directors’ meetings were held 12 times and the Audit & Supervisory Board meetings were held 11 times since May 17, 2023 when Outside Audit & Supervisory Board Members Kazuhiro Aoyama and Rumiko Tanabe took office upon their appointment at the 112th Ordinary General Meeting of Shareholders.
Holding of Concurrent Position of Outside Directors and Audit & Supervisory Board Members, Reasons for Election, etc. (as of May 29, 2024 )
| Name | Independent Officer | Organization | Concurrent Position | Relationship with the Company | Reasons for Appointment | |
| Outside Directors | Kunihiro Koshizuka | 〇 (Note1) | Tokyu Construction Co., Ltd. | Outside director | No business relationship | In addition to serving as director related to technology strategies, new business creation, and large-scale acquisition projects, he also possesses expertise, knowledge, and experience in digital science and technology cultivated as an engineering professional. Our expectation is that he is capable of offering appropriate advice and supervision regarding management issues, businesses that produce future of living, and promotion of digital transformation. Therefore, we have appointed him as a director. |
| Will Group, Inc. | Outside director | |||||
| F.C.C. Corporation | Outside director | |||||
| Chisa Enomoto | 〇 (Note1) | Persol Holdings Co., Ltd. | Outside director (Audit & Supervisory Committee member) | No business relationship | She has abundant experience and achievements as a leader at multiple companies, including multinational firms, and possesses a broad network and scope of activities, including initiatives at universities and serving as an outside director to other companies. Our expectation is that she will be fully able to offer advice and supervision from a multifaceted point of view and with her broad knowledge with regard to sustainability information disclosure and brand strategy promotion, which are important issues for the company. Therefore, we have appointed her as a director. | |
| Meiji University | Member of the Public Relations Section | |||||
| Japan Post Co., Ltd. | Outside director | Business trading relationship (Note3) |
||||
| Meiji University | Trustee | No business relationship | ||||
| Hironobu Kurosaki | 〇 (Note1) | － (Note2) | － | － | The appointment is based on the expectation that he will provide appropriate supervision and advice on the company's growth policy of identifying and commercializing business opportunities in overseas growth markets, drawing on his management experience in overseas business activities and business expansion and knowledge in risk management accumulated as the head (president) of a local subsidiary. Therefore, we have appointed him as a director. | |
| Junko Owada | 〇 (Note1) | Tokyo Ichiban Foods Co., Ltd. | Advisor | No business relationship | She has deep knowledge in a number of personnel recruitment education-related areas, such as human resources utilization, personnel solutions, diversity, and work-style reform. Our expectation is that she will be fully able to leverage her experience and achievements as an advisor and consultant aiding problem-solving in the IT and personnel fields to offer recommendations on the promotion of diversity, work-style reform and human capital,, which are important issues for the company. Therefore, we have appointed her as a director. | |
| Hitachi, Ltd. | Assigned under professional contract in the personnel field | |||||
| H.I.S. Co., Ltd. | Outside director | Business trading relationship (Note4) |
||||
| Junko Taki | 〇 (Note1) | Taki Certified Public Accountants Office | Representative | No business relationship | Ms. Taki has experience in business strategy planning, business management infrastructure restructuring, and financial internal controls at other companies as an executive working closely with management. She also has a high degree of knowledge cultivated as a specialist in accounting audits, accounting consulting, and corporate governance as a certified public accountant. Our expectation is that she is capable of offering appropriate advice and supervision regarding investment decisions, business strategies, internal control audits, etc., in the Company's financial areas. | |
| Nihon Kagaku Sangyo Co., Ltd. | Outside director | |||||
| Nitta Gelatin Inc. | Outside member of the Audit & Supervisory Board | |||||
| Outside Audit & Supervisory Board Member | Kazuhiro Aoyama | － | － (Note2) | － | － | Mr. Aoyama has extensive knowledge of management and sales strategies at AEON Group companies and has served as an Audit & Supervisory Board member at other companies. We believe he will continue to contribute his expertise in all aspects of management and his ability to conduct highly effective audits.. |
| Emi Torii | 〇 (Note1) | Nozomi Sogo Attorneys at Law | Partner (Lawyer) | No business relationship | Ms. Torii has experience and expertise as a corporate lawyer and has provided accurate advice and supervision in auditing the legality of the execution of duties by the company directors and in improving the internal control system. | |
| Rumiko Tanabe | 〇 (Note1) | Tanabe Accounting Office | President | No business relationship | Ms. Tanabe has abundant experience and a high level of knowledge in the areas of auditing in general, finance, accounting, business administration, and governance through her experience as a person in charge of accounting and finance at other companies and as an outside director (audit committee member) and corporate auditor, in addition to her auditing experience at an auditing firm. The company expects her to conduct highly effective audits based on his experience. | |
| TechnoPro Holdings, Inc. | Outside director (Audit & Supervisory Committee member) | |||||
| TSI HOLDINGS CO., LTD. | Outside member of the Audit & Supervisory Board |
(Notes)
- We believe this individual qualifies as an independent officer having no relationships that may result in a conflict of interest. The individual in question is not a shareholder of AEON MALL, nor do they have any personal relationships with major AEON MALL transaction partners.
- Director Hironobu Kurosaki and Audit & Supervisory Board Member Kazuhiro Aoyama hold no significant concurrent position.
- The amount of the Company’s revenue from transactions with JAPAN POST Co., Ltd., at which Ms. Chisa Enomoto holds a concurrent position, is equivalent to 0.0071% of the Company’s consolidated operating revenue.
- The amount of the Company’s revenue from transactions with H.I.S. Co., Ltd., at which Ms. Junko Owada holds a concurrent position, is equivalent to 0.0017% of the Company’s consolidated operating revenue.
