Board of Directors
The Board consists of 11 members: five executive directors and six Audit and Supervisory Committee members, including four independent outside directors. In addition to monthly regular meetings, the Board convenes extraordinary meetings as needed to decide on key management policies, strategies, and important matters, and to supervise execution.
For matters that do not require Board approval, authority is delegated to the Group Executive Committee and executive officers under the Delegation of Authority Rules to ensure swift decision-making.
Board of Directors Effectiveness Evaluation (FY2024)(JPN text only)
Governance and Nomination Advisory Committee
This committee ensures transparency in the nomination of directors and executive officers and strengthens governance systems and operations to support sustainable growth and long-term corporate value.
It consists of seven members, including four independent outside directors, and advises the Board on the following:
1.Appointment and dismissal of directors and executive officers
2.Establishment, amendment, or abolition of basic policies, rules, and procedures for nominations
3.Oversight of succession planning and managerial personnel development
4.Operational plans for the Board of Directors
5.Development of the corporate governance system
Compensation Advisory Committee
This committee enhances independence and objectivity in decisions on director compensation, strengthens governance, and ensures accountability.
It consists of five members, including three independent outside directors, and advises the Board on:
1.Compensation systems for directors and executive officers (basic, performance-based, share-based)
2. Performance-linked indicators, targets, and ranges
3. Compensation levels compared with competitors
Sustainability Committee
This committee promotes Group-wide sustainability initiatives to achieve a sustainable society and long-term growth. It consists of six members, including one independent outside director and two executive officers, and advises the Board on:
1.Basic policies, strategies, and plans for sustainability, and monitoring progress
2. Identification of materiality (key issues)
3. Setting and monitoring KPIs for materiality
Compliance Committee
Following the transition to a Company with an Audit and Supervisory Committee, this committee was elevated from a reporting body to an advisory body to strengthen compliance. It regularly reviews risk management related to food safety, compliance, laws, litigation, and disputes, and evaluates operations independently to reinforce internal controls and corporate value. It advises the Board on:
1.Policies and plans for compliance and priority initiatives
2. Status and effectiveness of risk management for food safety, compliance, and legal issues
3. Instructions for improvement on significant deficiencies identified
Group Executive Committee
Established as a deliberative and discussion body second to the Board of Directors.
The committee consists of directors (excluding outside directors), auditors, and others designated by the committee chairperson. The committee meets twice monthly and on an as-needed basis.
The committee decides, reports, and discusses managerial strategies and other important matters.
Audit and Supervisory Commitee
The committee consists of six members: two full-time and four part-time independent outside directors. Based on audit policies and plans, it conducts audits through attendance at key meetings, interviews with executive directors and officers, and on-site visits to Group locations.
Accounting Auditor
The Company has an audit agreement with KPMG AZSA LLC for audits under the Companies Act and the Financial Instruments and Exchange Act. The Audit and Supervisory Committee and the accounting auditor hold regular meetings and discussions to strengthen collaboration, including:
- Annual reports on Companies Act audits / Once a year
- Annual reports on Financial Instruments and Exchange Act audits / Once a year
- Interim review reports / Once a year
- Reports on audit implementation status / Twice a year
- Explanations of annual audit plans / Once a year
- Discussions with Audit and Supervisory Committee members / Once a year
- Joint meetings with the President / Once a year
- Three-party audit coordination meetings (Audit and Supervisory Committee, accounting auditor, Audit Department) / Once a year