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 | 18/18 | - | Applying a high level of 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 creating new value (business models) 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 | 17/18 | - | 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, including foreign corporations. Moreover, as Chair of the Governance Committee, she discusses the rationality and appropriateness of transactions with the parent company and group companies on board meeting agenda items and matters deemed necessary by the Committee as part of her effort to supervise management from the viewpoint of minority shareholders, and also offers advice intended to help the Company make the maximum use of the brand value. | |
| Hironobu Kurosaki | 18/18 | - | 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 formulating medium-term management plans in overseas business, promoting plans for opening new stores, risk management at times of expanding stores, and the suitability of investment and profitability plans. | |
| Junko Owada | 18/18 | - | Applying her experience and achievements 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 long-term 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, diversity, and specific KPIs and processes in evaluation systems. | |
| Junko Taki | 17/18 | - | 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 as well as on our response to new lease accounting standards, adopting fairness and transparency as her perspectives, and also provides appropriate supervision and advice to improve the effectiveness of the Board of Directors. | |
| Outside Audit & Supervisory Board Member | Kazuhiro Aoyama | 17/18 | 15/15 | 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, and supervising the status of business execution at important meetings. |
| Emi Torii | 18/18 | 15/15 | Applying her expertise and experience as a lawyer in corporate legal affairs and compliance, Emi Torii has been providing supervision of management, such as offering necessary 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. | |
| Rumiko Tanabe |
18/18 | 14/15 | 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 supervising the execution of duties by Directors through interviews. | |
Holding of Concurrent Position of Outside Directors and Audit & Supervisory Board Members, Reasons for Election, etc. (as of May 23, 2025)
| 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 | Mr. Koshizuka has served as a director in other companies, overseeing technology strategy, new business development, and large-scale acquisitions. He leverages his extensive knowledge and experience in digital and scientific technologies to provide appropriate oversight and recommendations addressing the Company’s management challenges, particularly in the digital domain. As the lead independent outside director, Mr. Koshizuka serves as the coordinator for the board of directors and contributes actively to management oversight. Our expectation is that he will be capable of offering valuable advice for the Company’s sustainable growth and longterm enhancement of corporate value, and, therefore, we have appointed him to the position of 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 | |||||
| MIC Co., Ltd. | Outside director | |||||
| 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. |
(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.
- Audit & Supervisory Board Member Kazuhiro Aoyama hold no significant concurrent position.
