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Corporate Governance
Members of Board of Directors' Meetings, Audit & Supervisory Board Meetings, and Discretionary Committee Meetings
The Company's Board of Directors, Audit & Supervisory Board, Nominating Committee and Remuneration Committee include the following members:
As of June 25, 2024, the Board of Directors and Audit & Supervisory Board included 10 male and 5 female members. (the ratio of female directors: 30.0% and the ratio of female directors and Audit & Supervisory Board members: 33.3%)
| Title | Name | Board of Directors | Audit & Supervisory Board | Nominating Committee | Remuneration Committee |
|---|---|---|---|---|---|
| Chairman, Representative Director | Saburo Nishiura | ○ | - | - | - |
| President, Representative Director | Takaya Maeda | ○ | - | - | - |
| Vice President, Director | Tadashi Nakajima | ○ | - | - | - |
| Senior Executive Managing Officer, Director | Hiroshi Hara | ○ | - | - | - |
| External Director, Chairperson of the Board of Directors | Tsukasa Miyajima | ◎ | - | ◎ | ○ |
| External Director | Hideo Yamada | ○ | - | ○ | ◎ |
| External Director | Atsuko Fukushima | ○ | - | ○ | ○ |
| External Director | Shinji Tsuji | ○ | - | ○ | ○ |
| External Director | Kiyomi Akita | ○ | - | - | - |
| External Director | Yuko Takahashi | ○ | - | - | - |
| Full-Time Audit & Supervisory Board Member | Masahiro Okamoto | - | ◎ | - | - |
| Full-Time Audit & Supervisory Board Member | Mie Tanaka | - | ○ | - | - |
| External Auditor | Nobuyuki Kobayashi | - | ○ | - | - |
| External Auditor | Noriko Koike | - | ○ | - | - |
| External Auditor | Masao Aratani | - | ○ | - | - |
- *The chairpersons are indicated with ◎.
Attendance number and (rate) at Board of Directors' meetings, Audit & Supervisory Board meetings, and discretionary committee meetings in FY2023*1
| Title | Name | Board of Directors | Audit & Supervisory Board | Nominating Committee | Remuneration Committee |
|---|---|---|---|---|---|
| Chairman, Representative Director | Saburo Nishiura | 12/12 (100%) |
- | - | - |
| President, Representative Director | Takaya Maeda | 12/12 (100%) |
- | - | - |
| Vice President, Representative Director |
Hidehiro Shiga *2 | 12/12 (100%) |
- | - | - |
| Vice President,Director | Hajime Kobayashi *3 | 12/12 (100%) |
- | - | - |
| Vice President, Director *4 | Tadashi Nakajima | 12/12 (100%) |
- | - | - |
| Chairperson of the Board of Directors, Director (non-executive) |
Manabu Yoshidome*2 | 12/12 (100%) |
- | - | - |
| External Director, Chairperson of the Board of Directors*4 | Tsukasa Miyajima | 12/12 (100%) |
- | 2/2 (100%) |
3/3 (100%) |
| External Director | Hideo Yamada | 12/12 (100%) |
- | 2/2 (100%) |
3/3 (100%) |
| External Director | Atsuko Fukushima | 12/12 (100%) |
- | 2/2 (100%) |
3/3 (100%) |
| External Director | Shinji Tsuji | 12/12 (100%) |
- | 2/2 (100%) |
3/3 (100%) |
| External Director | Kiyomi Akita *5 | 8/9 (88%) |
- | - | - |
| External Director | Yuko Takahashi *5 | 9/9 (100%) |
- | - | - |
| Full-Time Audit & Supervisory Board Member | Masahiro Okamoto | 12/12 (100%) |
15/15 (100%) |
- | - |
| Full-Time Audit & Supervisory Board Member | Mie Tanaka *5 | 9/9 (100%) |
10/10 (100%) |
- | - |
| External Auditor | Nobuyuki Kobayashi | 12/12 (100%) |
15/15 (100%) |
- | - |
| External Auditor | Kenichi Sekiguchi *2 | 12/12 (100%) |
15/15 (100%) |
- | - |
| External Auditor | Noriko Koike *5 | 9/9 (100%) |
10/10 (100%) |
- | - |
| External Auditor | Masao Aratani *6 | - | - | - | - |
- *1Attendance rates are calculated based on the meetings held in January to December 2023.
- *2Mr. Hidehiro Shiga, Mr. Manabu Yosidome and Mr. Kenichi Sekiguchi resigned from his position on March 26, 2024.
- *3Mr. Hajime Kobayashi resigned from his position on June 25, 2024.
- *4The listed titles of Mr. Tadashi Nakajima and Mr. Tsukasa Miyajima are from March 26, 2024.
- *5The number of meeting attended of Ms. Kiyomi Akita, Ms. Yuko Takahashi, Ms. Mie Tanaka and Ms. Noriko Koike are calculated based on the meetings held, since being appointed on March 23, 2023.
- *6Mr. Masao Aratani was appointed on March 26, 2024 as External Auditor.
Director Skill Matrix
To achieve our Medium- and Long-Term Management Plan, we have defined the skills we consider necessary for directors as those related to (1) corporate management, (2) sustainability and ESG, (3) finance and accounting, (4) legal affairs and compliance, (5) risk management, (6) personnel and labor affairs and human resources development, and (7) the real estate business.
We appoint directors with the right skills in accordance with these requirements, and their skills are shown in the table below.
| Name | Title | Corporate management | Sustainability and ESG | Finance and accounting | Legal affairs and compliance | Risk management | Personnel and labor affairs and human resources development | Real estate business |
|---|---|---|---|---|---|---|---|---|
| Saburo Nishiura | Chairman, Representative Director | ◎ | ○ | ○ | ○ | ○ | ○ | |
| Takaya Maeda | President, Representative Director | ◎ | ○ | ○ | ○ | ◎ | ||
| Tadashi Nakajima | Vice President, Director | ○ | ○ | ○ | ○ | ◎ | ||
| Hiroshi Hara | Senior Executive Managing Officer, Director | ○ | ○ | ◎ | ○ | ○ | ||
| Tsukasa Miyajima | External Director, Chairperson of the Board directors | ○ | ◎ | ○ | ||||
| Hideo Yamada | External Director | ◎ | ○ | ○ | ||||
| Atsuko Fukushima | External Director | ◎ | ○ | |||||
| Shinji Tsuji | External Director | ◎ | ○ | |||||
| Kiyomi Akita | External Director | ○ | ◎ | |||||
| Yuko Takahashi | External Director | ○ | ◎ |
- *A ◎ in a director's skill matrix means the director in question has particularly outstanding skills in that particular area.
- *The above list is not intended to be an exhaustive list of the knowledge and experience possessed by each director.
Directors/Auditors' Compensation
(FY2023)
| Post | Total amount of compensation (JPY million) |
Total amount by type of compensation (JPY million) |
Number of directors/auditors | |||
|---|---|---|---|---|---|---|
| Fixed compensation | Performance-linked variable compensation (in stock) |
Performance-linked variable compensation (bonus) |
Of these amounts, non-monetary compensation | |||
| Directors (excluding External Directors) |
1,098 | 509 | 294 | 294 | 294 | 6 |
| Auditors (excluding External Auditors) |
72 | 72 | - | - | - | 3 |
| External Directors/Auditors | 148 | 148 | - | - | - | 9 |
- *1The amount of stock compensation is provision to reserves for stock benefits posted as the portion for the current fiscal year, for performance-linked variable compensation system.
- *2The total non-monetary compensation to directors (excluding external directors) consists of JPY294 million in performance-linked variable compensation (in stock).
External Directors*1
| Name | Occupation/affiliation, etc. | Reason for appointment | Independent Director |
|---|---|---|---|
| Tsukasa Miyajima | Professor Emeritus of Keio University, Lawyer, Professor of School of Law and Graduate, School of Law of Asahi University | Mr. Miyajima has extensive experience and insight as a person of academic standing and the Company believes that he leverages this expertise in the management of the Group. | ○ |
| Hideo Yamada | President of Yamada Ozaki Law Office | Mr. Yamada has been active as a lawyer for years and has refined views as a legal expert as well as experience as president of the bar association and led the organization, and the Company believes that he leverages this expertise in the management of the Group. | ○ |
| Atsuko Fukushima | Journalist, Councillor of Forestry Policy Council, Ministry of Agriculture, Forestry and Fisheries | Ms. Fukushima has been active in the media industry for years and has extensive experience, so the Company believes she can reflect her wide range of perspectives in areas including socio-economics, environment, culture and diversity in the management of the Group. | ○ |
| Shinji Tsuji | Director, Sompo Holdings, Inc. | Mr. Tsuji has extensive experience and broad insight as the top management of a major non-life insurance company, and the Company believes that he leverages this expertise in the management of the Group. | ○ |
| Kiyomi Akita | Professor Emeritus of the University of Tokyo, Professor of Gakushuin University | Ms. Akita provides her advice based on her experience as a university professor, a board member of a public interest incorporated foundation, a high level of expertise in pedagogy, and believe that will be reflected in the management of the Group. | ○ |
| Yuko Takahashi | Yuko Takahashi Certified Public Accountants Office | Ms. Takahashi has expertise in corporate accounting and a wealth of experience as a member of management at a major advertising agency, and the Company believes she leverages this expertise in the management of the Group. | ○ |
External Auditor and Audit & Supervisory Board members*1
| Name | Occupation/affiliation, etc. | Reason for appointment | Independent Director |
|---|---|---|---|
| Nobuyuki Kobayashi | Director of Kobayashi Certified Public Accountants Office | Mr. Kobayashi has specialized knowledge in accounting and taxation as a certified public accountant and tax accountant, so the Company expects him to be able to audit management objectively and from a neutral position as an External Auditor and Audit & Supervisory Board member. | ○ |
| Noriko Koike | Koike Certified Public Accountants Office | Ms. Koike has extensive experience and specialized knowledge in accounting, so the Company expects that she will be able to audit management objectively and from a neutral position as an External Auditor and Audit & Supervisory Board member. | ○ |
| Masao Aratani | Director of Meiji Yasuda Life Insurance (Minister) (Full- time Audit Committee Member) | As a member of the management team of a major life insurance company, he has a wealth of experience and a wide range of insight, and as an external Audit & Supervisory Board Member of the Company, he expects to audit the management of the Company from an objective and neutral standpoint. | ○ |
- *1as of April 1, 2024
Other Data
| FY2019 | FY2020 | FY2021 | FY2022 | FY2023 | |
|---|---|---|---|---|---|
| Participation rate in Board of Directors meetings (%) | 99.1 | 98.7 | 99.6 | 99.6 | 99.5 |
| Number of effectiveness assessment of the Board of Directors (time) | - | 1 | 1 | 1 | 1 |
Compensation for Audit by a Certified Public Accountant, etc.
(JPY million, consolidated basis)
| Category | FY2022 | FY2023 | ||
|---|---|---|---|---|
| Compensation based on audit and attestation services | Compensation based on non-audit services | Compensation based on audit and attestation services | Compensation based on non-audit services | |
| Hulic | 59 | 7 | 65 | 3 |
| Consolidated subsidiaries | 51 | ― | 45 | ― |
| Total | 110 | 7 | 110 | 3 |
(FY2022)
Non-audit services provided to the Company include tasks such as drafting comfort letters related to corporate bonds issuances.
(FY2023)
Non-audit services provided to the Company include tasks such as drafting comfort letters related to corporate bonds issuances.
Compensation for Ernst & Young Member Firms (excluding remuneration for the above mentioned audited certificated public accountants, etc.)
| Category | FY2022 | FY2023 | ||
|---|---|---|---|---|
| Compensation based on audit and attestation services | Compensation based on non-audit services | Compensation based on audit and attestation services | Compensation based on non-audit services | |
| Hulic | ― | 6 | ― | ― |
| Consolidated subsidiaries | ― | 3 | ― | 2 |
| Total | ― | 10 | ― | 2 |
(FY2022)
Non-audit services at the Company involved tax-related outsourcing and others.
Non-audit services at consolidated subsidiaries involved tax-related outsourcing and others.
(FY2023)
The content of non-audit work at consolidated subsidiaries is tax-related outsourcing.
Compliance
| FY2019 | FY2020 | FY2021 | FY2022 | FY2023 | |
|---|---|---|---|---|---|
| Number of compliance training conducted (time) | 5 (4 employees, 1 officer) |
5 (4 employees, 1 officer) |
5 (4 employees, 1 officer) |
5 (4 employees, 1 officer) |
5 (4 employees, 1 officer) |
| Political contributions | none | none | none | none | none |
| Expenses for corruption related fines, penalties or legal settlements | none | none | none | none | none |
| Number of employee reprimands or dismissals due to actual or suspected corruption (time) | 0 | 0 | 0 | 0 | 0 |
| Compliance violations regarding Hulic businesses and services and means of transaction (time) | 0 | 0 | 0 | 0 | 0 |
Responses and BCP to fluctuations in the financial and real estate markets
| FY2019 | FY2020 | FY2021 | FY2022 | FY2023 | |
|---|---|---|---|---|---|
| Number of Risk Management Committee and Fund and ALM Committee meetings (time) | 4/13 | 4/22 | 4/16 | 4/17 | 4/16 |
| Number of BCP drills, inspections of stockpiled food and suppliers (time) | 1 | 1 | 3/4/1* | 3/4/1 | 2/4/4 |
- *Beginning in FY2021, the number of BCP drills, inspections of stockpiled food and suppliers are disclosed, respectively.
Tax Payments by Country
Hulic Co., Ltd. (non-consolidated)
(JPY million)
| FY2020 | FY2021 | FY2022 | FY2023 | |
|---|---|---|---|---|
| Japan | 31,271 | 23,956 | 24,417 | 28,171 |
| The U.S. | 3 | 7 | 3 | 2 |
| Total | 31,274 | 23,963 | 24,420 | 28,173 |
- *Total current income taxes and deferred income taxes were counted.