Hulic has six external directors and three external Audit & Supervisory Board members. External directors and Audit & Supervisory Board members provide comments at Board of Directors from a position independent from the execution of business and fulfill management oversight and check functions.
Independent External Directors and Independent External Auditors Nominations
External Directors and External Audit & Supervisory Board members meet the criteria in the guidelines on the independence of independent executive officer(s) set out in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange and the “Criteria for assessing the independence of independent external directors” in Hulic's Corporate Governance Guidelines.
We appoint suitable independent external directors and auditors with excellent backgrounds, experience, and knowledge that fulfill our corporate governance requirements, using the criteria shown below. Furthermore, we maintain the number of independent directors more than one-third of all directors.
- ①Achieving the sustainable growth of the Company and improving corporate value over the medium- and long-term
- ②Strengthening management oversight
- ③Overseeing any conflict of interest among the Company, management, and shareholders
- ④Effectively relaying, from an independent position, the opinions of shareholders, including minority shareholders, to the Board of Directors
Please visit the Company's Corporate Governance Guidelines on our website for our criteria for assessing the objectivity of independent external directors/auditors.
- The Company pays donations to the Akiko Tachibana Memorial Foundation, where External Director Hideo Yamada serves as the Chairman of the Board of Directors, for the purpose of promoting and disseminating the arts. However, in light of the nature and scale of the transactions, the Company believes that there is no risk of influencing the judgment of shareholders or investors.
- External Director Shinji Tsuji served as a Director of Sompo Holdings, Inc.’s subsidiary, Sompo Japan Insurance Inc., until June 2022. Sompo Japan Insurance is a shareholder of Hulic that lends business funds to Hulic and engages in real estate business transactions with Hulic. These transactions are also undertaken with Hulic’s subsidiaries. Such relationship is permitted in the criteria established by the Company for determining the independence of independent external officers.
- External Audit & Supervisory Board member Masao Aratani serves as Director (Full-Time Auditor) of Meiji Yasuda Life Insurance Company. Meiji Yasuda Life Insurance Company is a shareholder of Hulic that lends business funds to Hulic and engages in real estate business transactions with Hulic. Such relationship is permitted in the criteria established by the Company for determining the independence of independent external officers.
- *Hulic has designated and registered directors Tsukasa Miyajima, Hideo Yamada, Atsuko Fukushima, Shinji Tsuji, Kiyomi Akita, Yuko Takahashi and Audit & Supervisory Board members Nobuyuki Kobayashi, Noriko Koike and Masao Aratani as independent external officers with the Tokyo Stock Exchange based on the Tokyo Stock Exchange’s rules and regulations. More than half of all directors and auditors are independent external members (As of June 25, 2024).
Expertise of External Directors and External Audit & Supervisory Board Members
The expertise and reasons for selection of the External Directors and External Audit & Supervisory Board Members are as follows.
| Name | Attendance at Board of Directors meetings in FY 2023 | Occupation/affiliation, etc. | Reason for appointment | Independent Director |
|---|---|---|---|---|
| Tsukasa Miyajima | 12 of 12 (100%) |
Professor Emeritus of Keio University, Lawyer, Professor 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 | 12 of 12 (100%) |
President of Yamada Ozaki Law Office | Mr. Yamada has been active as lawyer for many years, 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 | 12 of 12 (100%) |
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 leverages her wide range of perspectives in areas including socio-economics, environment, culture and diversity in the management of the Group. | ○ |
| Shinji Tsuji | 12 of 12 (100%) |
Advisor, 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 | 8 of 9*1 (88%) |
Professor Emeritus of the University of Tokyo, Professor of Gakushuin University | Ms. Akita has a high level of expertise in pedagogy (teaching), having served as a university professor and as an officer of a public interest incorporated foundation, and the Company believes that she leverages this expertise for the management of the Group. | ○ |
| Yuko Takahashi | 9 of 9*1 (100%) |
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. | ○ |
| Name | Attendance at meetings in FY2023 | Occupation/affiliation, etc. | Reason for appointment | Independent Director | |
|---|---|---|---|---|---|
| Board of Directors | Audit & Supervisory Board | ||||
| Nobuyuki Kobayashi | 12 of 12 (100%) |
15 of 15 (100%) |
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 | 9 of 9*1 (100%) |
10 of 10*1 (100%) |
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*2 | — | Director, Meiji Yasuda Life Insurance Company (Fulltime Audit & Supervisory Committee Member) | Mr. Aratani has extensive experience and broad insight as executives of a leading life insurance company, so the Company expects that he will be able to audit management objectively and from a neutral position. | ○ | |
- *1The number of meetings attended in FY2023 since being appointed on March 23, 2023.
- *2Appointed on March 26, 2024
Relationship between Supervision and Audits by External Directors or External Audit & Supervisory Board Members and Internal Audits, Mutual Cooperation between Audit & Supervisory Board Member Audits and Accounting Audits and Relationship with the Internal Control Department
External directors receive reports on internal audits, Audit & Supervisory Board audits, accounting audits and internal controls at meetings of the Board of Directors. In addition, external Audit & Supervisory Board members regularly receive reports on audits from the accounting auditor and the corporate audit department, attend meetings of the Board of Directors and express opinions as necessary.