Board of Directors
The Board of Directors consists of 11 members: five Executive Directors and six Audit and Supervisory Committee Members, of whom four are Independent Outside Directors.In addition to regular monthly meetings, the Board of Directors convenes extraordinary meetings whenever necessary. The Board deliberates and makes decisions on the Group’s management policies, business strategies, and other material matters, and supervises the execution of directors’ duties.
For business execution matters that do not require a Board resolution, decision-making authority is delegated to the Group Management Committee and Executive Officers in accordance with the Regulations on Decision-Making Authority. This delegation is intended to ensure timely and efficient decision-making in business execution.
Results of the Evaluation of the Effectiveness of the Board of Directors for FY2024(JPN text only)
Governance and Nomination Advisory Committee
The committee was established with the aim of contributing to sustainable growth and enhancing corporate value over the medium to long term by ensuring management transparency through the nomination process for Directors and Executive Officers, and by enhancing both the framework and effectiveness of our corporate governance system.
The committee consists of seven members, of whom four are Independent Outside Directors. Acting as an advisory body to the Board of Directors, it deliberates on the following matters and offers advice and recommendations to the Board.
Matters to be reviewed by the Governance and Nomination Advisory Committee:
1.Proposals regarding the appointment and dismissal of Directors and Executive Officers
2.Establishment, amendment, and abolition of basic policies, rules, and procedures necessary for
deciding appointments and dismissals
3.Oversight of succession planning and executive talent development programs
4.Operational plans for the Board of Directors
5.Development of the corporate governance structure
Compensation Advisory Committee
The committee was established to ensure management transparency by enhancing the independence and objectivity of the Board of Directors’ functions concerning director remuneration, and to strengthen both the framework and effectiveness of our corporate governance system, thereby contributing to sustainable growth and the enhancement of corporate value over the medium to long term.
The committee consists of five members, of whom three are Independent Outside Directors. Acting as an advisory body to the Board of Directors, it deliberates on the following matters and offers advice and recommendations to the Board.
Matters to be reviewed by the Compensation Advisory Committee:
1.Matters related to the compensation system for the Company’s Directors and Executive Officers (including base compensation, performance-based compensation, and restricted stock).
2. Matters related to performance-based compensation for the Company’s Directors and Executive Officers (including performance evaluation indicators target values, and ranges of variation).
3. Matters related to the compensation levels for the Company’s Directors and Executive Officers (including benchmarking against competitors).
Sustainability Committee
The Sustainability Committee was established to promote the Group’s initiatives to address sustainability challenges, with the aim of contributing to the realization of a sustainable society while ensuring the Group’s sustainable growth.
The Committee consists of six members, of whom one is an Independent Outside Director and two are Executive Officers. Acting as an advisory body to the Board of Directors, it deliberates on the following matters and offers advice and recommendations to the Board.
Matters to be reviewed by the Sustainability Committee:
1.Formulation of basic policies, strategies, and action plans for promoting sustainability, as well as monitoring the progress of these plans
2. Formulation of materiality (material issues)
3. Setting of KPIs (key performance indicators) for each material issue and monitoring its progress
Compliance Committee
In conjunction with the transition to a Company with an Audit and Supervisory Committee, the Compliance Committee was elevated from a reporting body to an advisory body to the Board of Directors to reinforce compliance oversight. The Committee was established to strengthen internal control functions and ensure adherence to the Group’s compliance policies, thereby contributing to the sustainable enhancement of corporate value. It regularly reviews the Group’s risk management status regarding food safety, compliance, regulatory requirements, litigation, and disputes, and conducts independent evaluations of operational practices.
Acting as an advisory body to the Board of Directors, the Committee deliberates on the following matters and offers advice and recommendations to the Board.
Matters to be reviewed by the Compliance Committee:
1.Review and evaluation of compliance policies, basic compliance promotion plans, and priority initiatives developed by the Compliance Officers’ Meeting.
2. Review and evaluation of risk management and operational practices related to food safety, compliance, regulatory requirements, litigation, and disputes.
3. Instructions of improvement to the Compliance Officers’ Meeting and other relevant bodies for cases identified in item 2 as having significant deficiencies requiring corrective action.
Group Executive Committee
The committee was established as a deliberative and consultative body positioned directly under the Board of Directors.In addition to deliberating and making decisions on matters of significance delegated by the Board of Directors, the Committee deliberates on the Group’s management strategies, key management issues, fundamental management policies, and other material matters for submission to the Board.
Audit and Supervisory Commitee
The committee consists of six members: two full-time Audit and Supervisory Committee Members and four part-time members, all of whom are Independent Outside Directors.Audits are conducted based on the audit policies and plans determined by the Audit and Supervisory Committee, by means of activities such as attending important internal meetings, interviewing Directors and Executive Officers in charge of business execution, and conducting on-site inspections at Group business locations.
Accounting Auditor
The Company has concluded an audit agreement with KPMG AZUSA LLC for statutory audits under the Companies Act and the Financial Instruments and Exchange Act.The Audit and Supervisory Committee and the accounting auditors hold regular reporting and opinion-exchange sessions to reinforce collaboration and ensure effective communication. The following reporting and opinion-exchange sessions are held on a regular basis:
Regularly held debriefing and opinion exchange meetings
- Reporting session on audit results under the Companies Act (once a year)
- Reporting session on audit results under the Financial Instruments and Exchange Act (once a year)
- Reporting session on interim review results (once a year)
- Reporting session on the status of annual audits (twice a year)
- Briefing session on the annual audit plan (once a year)
- Discussion session with Audit and Supervisory Committee members (once a year)
- Reporting session attended by accounting auditors during the President’s report (once a year)
- Three-party audit liaison meeting (Audit and Supervisory Committee, accounting auditors, and Internal Audit Department) (once a year)