5. Status of Appointment of Outside Directors and Outside Audit & Supervisory Board Members
Activities of outside directors and outside Audit & Supervisory Board Member (FY 2022)
| Name | Attendances | Activities | ||
| Board of Directors | Audit & Supervisory | |||
| Outside Directors | Kunihiro Koshizuka | 14/14 | - | 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 | 14/14 | - | 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 | 14/14 | - | 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 | 14/14 | - | 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 | 11/11(Note) | - | 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 | Maki Watanabe | 14/14 | 15/15 | Applying her wealth of knowledge related to accounting and her experience as audit & supervisory board member at other companies, Maki Watanabe has been providing supervision of management, such as stating her opinions on corporate soundness and appropriateness from the perspectives in fields centered on financial affairs and accounting, and on appropriateness of investment profitability plans in accordance with the Company’s business strategies and the way internal control should be. |
| Takao Muramatsu | 13/14 | 14/15 | Applying his wealth of expertise related to tax affairs and experience as a director and audit & supervisory board member at other companies, Takao Muramatsu has been providing supervision of management, such as stating his opinions on capital costs, appropriateness of investment profitability standards and strengthening governance in Japan and overseas from the medium-and long-term perspective of corporate value enhancement, in addition to offering his proposals on tax affairs. | |
| Emi Torii | 14/14 | 15/15 | Applying her expertise and experience as a lawyer, Emi Torii has been providing supervision of management, such as providing insights on appropriateness of transactions and improvements to the internal control system, from the perspectives of the Companies Act and of the protection of the interests of minority shareholders. | |
(Note) The Board of Directors' meetings were held 11 times since May 19, 2022 when Outside Directors Junko Taki took office upon their appointment at the 111th Ordinary General Meeting of Shareholders
Holding of Concurrent Position of Outside Directors and Audit & Supervisory Board Members, Reasons for Election, etc. (as of May 18, 2023 )
| Name | Organization | Concurrent Position | Relationship with the Company | Reasons for Appointment | |
| Outside Directors | Kunihiro Koshizuka | 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. We believe Mr. Koshizuka qualifies as an independent officer having no relationships that may result in a conflict of interest. He is not a shareholder of Aeon Mall, nor does he have any personal relationships with major Aeon Mall transaction partners. |
| Will Group, Inc. | Outside director | ||||
| F.C.C. Corporation | Outside director | ||||
| Chisa Enomoto | 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. We believe Ms. Enomoto qualifies as an independent officer having no relationships that may result in a conflict of interest. She is not a shareholder of Aeon Mall, nor does she have any personal relationships with major Aeon Mall transaction partners. |
|
| Meiji University | Member of the Public Relations Section | ||||
| Japan Post Co., Ltd. | Outside director | Business trading relationship | |||
| Hironobu Kurosaki | - | - | - | 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. We believe Mr. Kurosaki qualifies as an independent officer having no relationships that may result in a conflict of interest. He is not a shareholder of Aeon Mall, nor does he have any personal relationships with major Aeon Mall transaction partners. |
|
| Junko Owada | 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. We believe Ms. Owada qualifies as an independent officer having no relationships that may result in a conflict of interest. She is not a shareholder of Aeon Mall, nor does she have any personal relationships with major Aeon Mall transaction partners. |
|
| Hitachi, Ltd. | Assigned under professional contract in the personnel field | ||||
| Arbeit-Times Co., Ltd. | Outside director | ||||
| H.I.S. Co., Ltd. | Outside director | Business trading relationship | |||
| Junko Taki | 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. We believe Ms. Taki qualifies as an independent officer having no relationships that may result in a conflict of interest. She is not a shareholder of Aeon Mall, nor does she have any personal relationships with major Aeon Mall transaction partners. |
|
| Nihon Kagaku Sangyo Co., Ltd. | Outside director | ||||
| Nitta Gelatin Inc. | Outside member of the Audit & Supervisory Board | ||||
| Outside Audit & Supervisory Board Member | Kazuhiro Aoyama | - | - | - | 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 | 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. We believe Ms. Torii qualifies as an independent officer having no relationships that may result in a conflict of interest. She is not a shareholder of Aeon Mall, nor does he have any personal relationships with major Aeon Mall transaction partners. |
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| the Ministry of Health, Labor and Welfare Kanto, Shin-etsu Local Pension Record Correction Council | Committee Menber | ||||
| Rumiko Tanabe | 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. We believe Ms. Tanabe qualifies as an independent officer having no relationships that may result in a conflict of interest. She is not a shareholder of Aeon Mall, nor does she have any personal relationships with major Aeon Mall transaction partners. |
|
| TechnoPro Holdings, Inc. | Outside director (Audit & Supervisory Committee member) |
(Notes)
- Director Hironobu Kurosaki and Audit & Supervisory Board Member Maki Watanabe 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 0.006% 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 0.002% of the Company’s consolidated operating revenue.
