Governance Corporate Governance
- Basic Policy /
Corporate Governance Framework - Board of Directors
- Evaluations of the Board of Directors’ Effectiveness
- Conducting Training for Outside Officers
- Remuneration Committee and Nomination Committee
- Audit & Supervisory Board
- Meetings of Outside
Directors and Outside Audit
& Supervisory Board
Members - Guidelines・Report
Board of Directors
Roles and Responsibilities of the Board of Directors
The Board of Directors, mindful of fiduciary and accountability responsibilities to shareholders and in accordance with the fundamental principles of the Group, provides overall guidance for the management of the entire Group with the aim of contributing to the creation of an abundant future for sei-katsu-sha, the growth of the economy, and the development of society. In doing so, the Board strives to appropriately assess the Company’s performance, makes decisions on the execution of significant business, exercises effective oversight over directors and corporate officers, ensures accurate and proper information disclosure, and oversees the establishment and operation of internal controls and risk management systems.
Director Nomination Policies and Skills Matrix
Please refer to the following page for details.
Director and Audit & Supervisory Board Member Skills Matrix
Attendance of the Board of Directors
In principle, the Board of Directors meets at least once a month, and extraordinary meetings are held as necessary.
The Board met 22 times during FY2023. Director attendance is shown below.
| Position | Name | Attendance |
|---|---|---|
| Director & Chairman | Hirokazu Toda | 22/22 (100%) |
| Representative Director & President | Masayuki Mizushima | 22/22 (100%) |
| Director & Executive Vice President | Hirotake Yajima | 21/22 (95%) |
| Representative Director & Senior Executive Corporate Officer | Masanori Nishioka | 22/22 (100%) |
| Director & Senior Executive Corporate Officer | Akihiko Ebana | 22/22 (100%) |
| Director & Senior Corporate Officer | Motohiro Ando | 22/22 (100%) |
| Outside Director | Noboru Matsuda | 22/22 (100%) |
| Outside Director | Nobumichi Hattori | 22/22 (100%) |
| Outside Director | Toru Yamashita | 22/22 (100%) |
| Outside Director | Ikuko Arimatsu | 22/22 (100%) |
Specific Board of Directors’ agenda items for FY2022 are as described below.
| Agenda Items | Key Contents |
|---|---|
| Items to be resolved | General Meetings of Shareholders, evaluations of the effectiveness of the Board of Directors, director-related personnel matters and compensation, shareholder returns (dividends, buyback of shares), management strategies, quarterly Group budgets and financial results, and important matters such as investments, M&A, the establishment of operating companies, various other management themes, etc. |
| Items to be reported | Results of voting rights exercised at the General Meeting of Shareholders, status of shareholder composition, submission of annual securities reports and internal control reports, details of deliberations by the Remuneration Committee and the Nomination Committee, monitoring of cross-shareholdings, status of fund management, evaluation of internal control over financial reporting, audit plan by the Audit & Supervisory Board, audit fees for the independent auditing firm, quarterly Group performance, and other matters |
| Items to be discussed | Self-evaluation of the Board of Directorsʼ effectiveness, Group budgeting policy, etc. |
Advisory Bodies to the Board of Directors and Meetings to Assist the Board of Directors in Decision-Making
The Company has established the following committees as advisory bodies to the Board of Directors and to assist the Board in its decision-making.
| Conference Body | Purpose and Activities | Constituent Members (as of June 1, 2024) |
|---|---|---|
| Remuneration Committee | An advisory body to the Board of Directors. It deliberates on compensation of the Company’s directors and corporate officers, which is then approved by a resolution of the Board of Directors. The transparency and reasonableness of the process for determining the compensation are thereby ensured. | Chair of Remuneration Committee: Noboru Matsuda Independent outside director Members: Nobumichi Hattori Independent outside director, Toru Yamashita Independent outside director, Ikuko Arimatsu Independent outside director, Hirokazu Toda Director, Masayuki Mizushima Director, Masanori Nishioka Director |
| Nomination Committee | An advisory body to the Board of Directors. It deliberates on appointment and dismissal of the Company’s directors and corporate officers, which are then approved by a resolution of the Board of Directors. The transparency and reasonableness of the process for determining the appointment and dismissal are thereby ensured. | Chair of Nomination Committee: Noboru Matsuda Independent outside director Members: Nobumichi Hattori Independent outside director, Toru Yamashita Independent outside director, Ikuko Arimatsu Independent outside director, Hirokazu Toda Director, Masayuki Mizushima Director, Masanori Nishioka Director |
| Executive Committee | This committee, which was established to assist the Board of Directors in decision-making, mainly deliberates in advance on important management matters such as bud-gets, medium-term plans, and organi-zational, investment, and loan matters. | Chair of Executive Committee: Masayuki Mizushima Representative Director & President Members: Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, and others designated by the chairperson |
| Group Executive Committee | This committee, which was established to assist the Board of Directors in decision-making, mainly deliberates in advance on important management matters such as bud-gets, medium-term plans, and organi-zational, investment, and loan matters that relate to the entire Group. | Chair of Group Executive Committee: Masayuki Mizushima Representative Director & President Members: Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, and others designated by the chairperson |
| Integrated Committee | This committee was established to regularly monitor and manage the progress of the Group’s overall profit plans and management strategies. The committee mainly reports on the consolidated performance of the Group and the performance of each operating company, as well as exchanging opinions on priority strategic areas. | Chair of Integrated Committee: Masayuki Mizushima Representative Director & President Members: Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, representatives of Group companies designated by the chairperson, and others designated by the chairperson |
| Hakuhodo DY Group Sustainability Committee | This committee was established to consider and formulate fundamental policies, themes, and action plans regarding sustainability, such as the environment, human rights, DE&I, and the supply chain, in line with the Group’s values. The committee reports to the Board of Directors on the evaluation and status of sustainability-related issues, as well as managing goals. The committee also makes comprehensive decisions on various topics, such as formulating business strategies, taking risks and opportunities into account. | Chair of Hakuhodo DY Group Sustainability Committee: Masayuki Mizushima Representative Director & President Members: Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, and Motohiro Ando Director & Senior Corporate Officer |