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Roles and purpose of the meetings
The Board of Directors assumes the role of a driver to create social and corporate value. This is done by discussing important management issues, such as the medium- to long-term management policies and business strategies that adhere to the management philosophy and by supervising the business operation by directors and executive officers, as the highest decision-making management body.
Major discussion details in fiscal 2022
- Medium- to long-term management strategies for the years leading up to 2050
- The way we should be (ideal form) in 2030 based on these management strategies
- Evaluation of the previous medium-term management plan and identification of issues
- External environmental factors on which the new medium-term management plan is based
- Core strategies of the new medium-term management plan (fan base strategy)
- Individual strategies of the new medium-term management plan
- Cash allocations
- Recognition of capital costs and capital efficiency indicator targets
- Revision of the skills matrix based on skill assessments
- Redesign of directors’ compensation system based on the medium- to long-term management strategies
- Evaluation of the effectiveness of the Board of Directors and action plans for resolving issues
- Formulation of policies on human rights, purchasing, anticorruption, D&I, and disclosure
Structure of meetings
Of nine directors, four are independent outside directors (44.4%) and two are female (22.2%). Of the four auditors, three are independent outside auditors (75.0%) and one is a female auditor (25.0%). Of the 13 officers participating in Board of Directors meetings, seven are independent outside officers (53.8%) and three are female officers (23.1%).
(Information on the diversity of skills is shown on pages 69 to 71)
| Major meetings | Roles and purpose of the meetings | Key points and major discussion points in fiscal 2022 |
| Board of Auditors Consisting of four (4) auditors Three (3) independent outside auditors One (1) auditor Two (2) full-time corporate auditor Chairperson of the Board is Hidetoshi Yamamoto, Full-time Corporate Auditor |
13 meetings held An organization that audits and supervises the management of the Company and business execution by the Board of Directors |
Conducts audits and supervision of business execution by independent outside auditors, inside auditors, and fulltime corporate auditors
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| Nomination and Compensation Committee Consisting of four (4) independent outside directors and two (2) representative directors Chairperson of the Committee is Kinya Naito, Independent Outside Director |
Four (4) meetings held Established as an advisory body to the Board of Directors, in order to strengthen corporate governance by ensuring the independence, objectivity, and transparency of the Board of Directors concerning decisions on the nomination and compensation of representative directors and directors, etc., as well as personnel matters, such as succession plans for the Chief Executive Officer. | Discussions focusing on the revised skills matrix in conjunction with formulating the new medium-term management plan and the revised directors’ compensation system.
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| Effectiveness Evaluation Committee Consisting of four (4) independent outside directors and four (4) auditors Chairperson of the Committee is Kinya Naito, Independent Outside Director |
Three (3) meetings held Established as an advisory body to the Board of Directors, to analyze and evaluate the effectiveness of the Board of Directors and continuously improve its effectiveness. This advisory body is part of overall initiatives to strengthen corporate governance, while aiming to achieve sustainable growth and increase mediumto long-term corporate value. | The Committee evaluated whether JT-2025 Management Plan, the new medium-term management plan, was formulated using a backcasting approach from our ideal state in 2030, the goal of the medium- to long-term management strategies for the years leading up to 2050. The committee also evaluated the specificity and feasibility of the action plans for strengthening earnings and increasing management efficiency with a focus on capital costs. The committee also evaluated improvements for training officers with the objective of upgrading the skills of directors and officers. |
| Board of Executive Officers Consisting of five (5) executive directors, ten (10) executive officers, and three (3) full-time corporate auditors Chairperson of the Committee is Ryuhei Kanatani, Representative Director, President and Executive Officer |
50 meetings held The central body for business execution, consisting of executive directors and executive officers. Established to formulate the management strategies of the Board of Directors, improve the supervisory functions, and speed up the decisionmaking process for business execution through the delegation of authority for determining business execution. Independent outside directors, as well as auditors, also attend the meetings as observers in order to contribute to planning for the training of candidates for CEO and director positions. |
In addition to managing the progress of our previous medium-term management plan, the Board also discussed individual strategies and numeric goals for business execution when formulating the new medium-term management plan.
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| Sustainability Committee Consisting of five (5) executive directors, ten (10) executive officers, and full-time corporate auditors, and other management executives Chairperson of the Committee is Ryuhei Kanatani, Representative Director, President and Executive Officer |
12 meetings held An organization that works to achieve our management philosophy and our management vision by managing the seven materiality and 14 action items, together with the progress of important division-spanning internal projects that support this work. The Committee centrally manages financial and nonfinancial information for our business strategies, our ESG initiatives, and similar items. |
In addition to managing the progress of the previous medium-term management plan, key division-specific actions, and important internal projects, the Committee shared information on individual business execution strategies and coordinated cooperation in key fiscal year-specific initiatives with the aim of formulating the new medium-term management plan.
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| Risk Management Committee Consisting of five (5) executive directors, ten (10) executive officers, full-time corporate auditors, other management executives, and one (1) labor union representative Chairperson of the Committee is Tetsuya Takahashi, the Representative Director, Vice President and Executive Officer |
Four (4) meetings held An organ that analyzes and manages accident and disaster risks, business risks, financial risks, and management risks that threaten the Company’s efforts to maintain and continue business management, and supports stable management. |
• Selected risk management items based on risk assessment • Revised business continuity plans • Revised operation standards of whistleblower system • Development and promotion of personal information protection system • Data security and cyber risk management |
| Labor-management Council Consisting of a member of the central operation office of the labor union, executive directors, and executive officers |
Convened 12 times (eight (8) Labor-management Council meetings and four (4) Company-wide Health Committee meetings) The highest council meeting held monthly and jointly by labor and management that draws officers of the central operation office of the labor union representing the employees and the executive directors and executive officers. A cooperative organization that aims to continuously improve the labor conditions and labor environment of the employees and promote work style reforms and reform for job satisfaction. |
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