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As the highest decision-making management body, the Board of Directors assumes the role of a driver to create social value and improve corporate value. This is done by discussing important management issues, such as the medium- to longterm management policies and business strategies that adhere to the management philosophy, and by supervising business operation by directors and executive officers.
Of the nine directors, four are independent outside directors (44.4%) and two are female directors (22.2%). Of the four auditors, three are independent outside auditors (75.0%) and two are female auditors (50.0%). Of the 13 officers participating in Board of Directors meetings, seven are independent outside officers (53.8%) and four are female officers (30.8%). (Information on the diversity of skills is shown on pages 83 to 84.)
◆ Medium- to long-term management strategies for the yearsb leading up to 2050, and our ideal form for the milestone year of 2030
◆ Evaluation of the previous medium-term management plan (JT-2023 Management Plan) and identification of issues
◆ Formulation of the new medium-term management plan (JT-2025 Management Plan)
- Recognition of the external environment
- Material issues
- Core strategies (fan base strategy)
- Individual strategies (sales channels, service categories, business foundation, ESG)
- Cash allocations (Growth investment + Shareholder returns + Reducing interest-bearing debt)
- Recognition of capital costs and capital efficiency indicator plans
◆ Improving effectiveness of the Board of Directors as a driver of improving corporate value
- Reinforcing the monitoring functions by delegating authority to the Board of Executive Officers
- Skills matrix
- Director compensation (strengthening performance links, expanding stock compensation, sustainability perspective)
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Major meetings |
Roles and purpose of the meetings |
Key points and major discussion points in fiscal 2023 |
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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 |
Three (3) 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 revision of the skills matrix based on the medium- to long-term management plan and revision of the 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 medium- to long-term corporate value. |
The Committee evaluated whether the JT-2025 Management Plan, the new medium-term management plan, was formulated using a backcasting approach from our ideal state in 2030 based on the medium- to long-term management strategies for the years leading up to 2050. The committee also provided advice related to active management improvements based on viability evaluations and evaluations of plan progress for management strategies aimed at increasing management efficiency with a focus on capital costs and stock price. |
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Board of Executive Officers Consisting of five (5) executive directors, eleven (11) executive officers, and one (1) full-time corporate auditor 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 decision-making 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 the JT 2025 Management Plan, this board also focuses on improving the individual strategies for business execution aiming to achieve the plan.
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Sustainability Committee Consisting of five (5) executive directors, eleven (11) executive officers, one (1) full-time corporate auditor, 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 coordination related to association of the core strategies of the JT-2025 Management Plan and individual business execution strategies, and to drilling down into key fiscal year-specific initiatives, the committee also manages the progress of the medium-term management plan, key division-specific actions, and important internal projects.
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Risk Management Committee Consisting of five (5) executive directors, eleven (11) executive officers, one (1) full-time corporate auditor, 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 hazard risks, business risks, financial risks, and management risks that threaten the Company’s efforts to maintain and continue business management, and supports stable management. |
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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) Labormanagement 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 workstyle reforms and reforms for job satisfaction. |
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