Corporate Governance

The Board of Directors

Board of Directors Meetings Held (FY2022)

Position

Name

Attendance at Board of Directors Meetings

(Attendance/Number of Meetings)

Committee Chairperson

Chairman and Representative Director

YAMADA Masao

100% (15/15)

President and Representative Director

SEKIGUCHI Akira

93% (14/15)

Director

TOBITA Minoru

100% (15/15)

Director

SUGAWARA Akira

100% (15/15)

Director

KATAGIRI Atsushi

100% (11/11)

Director

HOSONO Hiroyuki

100% (11/11)

Outside Director

HOSODA Eiji*

100% (15/15)

Outside Director

KOIZUMI Yoshiko

100% (15/15)

Outside Director

SATO Kimio

100% (15/15)

* HOSODA Eiji retired at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

The Audit & Supervisory Board

Audit & Supervisory Board Meetings Held (FY2022)

Position

Name

Attendance at Audit & Supervisory Board Meetings

(Attendance/Number of Meetings)

Attendance at Board of Directors meetings

(Attendance/Number of Meetings)

Committee Chairperson

Full-time Audit & Supervisory Board member

KINOSHITA Hiroshi

100% (15/15)

100% (15/15)

Full-time Audit & Supervisory Board member (Outside Corporate Auditor)

FUKUZAWA Hajime

100% (15/15)

100% (15/15)

Part-time Audit & Supervisory Board member (Outside Corporate Auditor)

TAKEDA Jin*

100% (15/15)

100% (15/15)

Part-time Audit & Supervisory Board member (Outside Corporate Auditor)

EGAWA Shigeru*

100% (15/15)

100% (15/15)

* TAKEDA Jin and EGAWA Shigeru retired from their positions at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

Nominating Committee and Remuneration Committee

Nominating Committee and Remuneration Committee Meetings Held (FY2022)

Position

Name

Nominating Committee

(Attendance / Number of Meetings)

Remuneration Committee

(Attendance / Number of Meetings)

Committee Chairperson

Outside Director

HOSODA Eiji*

100% (3/3)

100% (2/2)

Outside Director

KOIZUMI Yoshiko

100% (3/3)

100% (2/2)

Outside Director

SATO Kimio

100% (3/3)

100% (2/2)

Outside Corporate Auditor

TAKEDA Jin*

100% (3/3)

100% (2/2)

Outside Expert

OZAWA Tetsuo

100% (3/3)

100% (2/2)

* HOSODA Eiji and TAKEDA Jin retired at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

Total Remuneration for Directors and Audit & Supervisory Board Members with Subtotals for Each Type of Remuneration and Numbers of Recipients

Classification

Total Remuneration Paid

(Millions of Yen)

Remuneration Paid by Type (Millions of Yen)

Recipients

(People)

Basic Remuneration

Performance-Based Remuneration

Restricted Stock Remuneration

Directors*1

397

219

147

29

8

Audit & Supervisory Board members*2

26

26

1

Outside directors and outside Audit & Supervisory Board members

84

84

6

*1 Excluding outside directors
*2 Excluding outside Audit & Supervisory Board members

Total Amount of Remuneration, etc. of Persons Whose Total Amount of Remuneration, etc. is ¥100 Million or Higher

Name

Classification

Total Remuneration Paid

(Millions of Yen)

Remuneration Paid by Type (Millions of Yen)

Basic Remuneration

Performance-Based Remuneration

Restricted Stock Remuneration

YAMADA Masao

Directors

116

67

41

7

SEKIGUCHI Akira

Directors

116

67

41

7

Cross-Shareholdings

Percentage of Shares in Cross-Shareholdings in Consolidated Equity

(Unit : %)

FY2018

FY2019

FY2020

FY2021

FY2022

Percentage of Shares in Cross-Shareholdings in Consolidated Equity

11.0

7.6

9.7

8.5

8.5

Compliance

Corruption Prevention

Status of Disciplinary Action for Fraud and Misconduct

In FY 2022, there were zero employees reprimanded for wrongful or illegal actions, such as corruption and bribery, or for unfair or inappropriate transactions.

Internal Reporting System

Number of Internal Reporting Cases

In FY 2022, there were 18 consultations made, and corrective action was carried out and completed in all cases where such a response was necessary.

(Unit : Cases)

FY2019

FY2020

FY2021

FY2022

Number of Consultations Made through the DOWA Consultation Desk

12

21

19

18

Status of Reported Compliance Violations

In FY 2022, there were zero reported cases of labor law violations that had an effect on business activities.