Basic Approach and Systems
See the following for our basic approach to corporate governance and related systems.
（URL：https://www.oisixradaichi.co.jp/investors/business/governance/）
Corporate Governance
Role of the Board of Directors
At Oisix ra daichi, the role and responsibility of the Board of Directors is to make decisions on company strategy and the allocation of important management resources in order to fulfill the Group’s mission. External officers provide examples from other companies and make objective assessments of the Company’s original proposals, including the decision-making process of internal officers.
Composition of the Board of Directors
| FY2020 | FY2021 | FY2022 | FY2023 | FY2024 | ||
|---|---|---|---|---|---|---|
| Number of directors | Total number | 10 | 10 | 9 | 9 | 9 |
| Executive directors | 5 | 5 | 4 | 4 | 4 | |
| Non-executive directors | 5 | 5 | 5 | 5 | 5 | |
| Independent directors | 2 | 3 | 5 | 5 | 5 | |
| Women directors | 2 | 3 | 3 | 3 | 3 | |
| Foreign directors | 0 | 0 | 0 | 0 | 0 |
Appointment Criteria for Director
The number of members on the Board of Directors is limited to 11 or fewer by the Company’s Articles of Association. When decisions are made on candidates for the position of director, a number of factors are considered: the necessary and appropriate number of members needed to ensure effective management systems and constructive discussions by the board; the specialization of members, including those capable of demonstrating strengths in management of each business area and those suited to business administration; and balance and diversity in the knowledge, experience, and abilities of the board as a whole.
Regarding the independence of external directors, the Company selects candidates for the position of independent external director through deliberations by its Board of Directors based on the criteria established by the Tokyo Stock Exchange.
Board skill matrix
The skills (expertise, experience, knowledge, etc.) possessed by each director and auditor comprising the Board of Directors are summarized in the form of a list. The list is focused on three to four particularly outstanding skills.
The Nomination and Compensation Committee, a newly established voluntary committee, will use this skills matrix as a reference in formulating candidates for the next term of directors and succession plans.
Number of Board Meetings and Attendance Rates
The Board of Directors meets once per month in principle. It is responsible for decision-making and supervision related to important matters in accordance with the Board of Director’s proposal standards.
Board Meeting and Committee Attendance (April 1, 2023 – March 31, 2024)
The Board of Directors meets once a month in principle, and is responsible for decision-making and oversight of important matters in accordance with the Board of Directors' Agenda Standards.
In FY 2023, the Board of Directors met 14 times and the Board of Corporate Auditors met 17 times.
Mr. Ozaki, who was appointed at the Board of Directors meeting held after the General Meeting of Shareholders, became the Chairman of the Board of Directors, and Mr. Otobe, who was appointed at the Board of Auditors meeting, became the Chairman of the Board of Auditors.
| Name |
Board of Directors (14 meeting held) |
Audit & Supervisor Board (17 meetings held) |
|
|---|---|---|---|
| Director | Kohey Takashima | Attendance rate: 14/14, 100% |
- |
| Hiroyuki Ozaki | Attendance rate: 14/14, 100% |
- | |
| Yusuke Tsutsumi | Attendance rate: 14/14, 100% |
- | |
| Kohei Matsumoto | Attendance rate: 14/14, 100% |
- | |
| Mitsuyo Hanada | Attendance rate: 14/14, 100% |
- | |
| Hitoshi Tanaka | Attendance rate: 14/14, 100% |
- | |
| Junko Watabe | Attendance rate: 14/14, 100% |
- | |
| Wakako Sakurai | Attendance rate: 14/14, 100% |
- | |
| Misato Kowaki | Attendance rate: 14/14, 100% |
- | |
| Auditor | Chika Otobe | Attendance rate: 14/14, 100% |
Attendance rate: 17/17, 100% |
| Yukihiro Moroe | Attendance rate: 14/14, 100% |
Attendance rate: 17/17, 100% |
|
| Takashi Kokubo | Attendance rate: 14/14, 100% |
Attendance rate: 17/17, 100% |
|
| Kumi Kobayashi | Attendance rate: 14/14, 100% |
Attendance rate: 16/17, 94% |
(*) In addition to the above, there have been six written decisions.
Evaluation of the Effectiveness of the Board of Directors
Every year, we analyze and evaluate the effectiveness of the Board of Directors with the aim of maintaining and improving its effectiveness, and we work to further improve the effectiveness of the Board of Directors based on the issues identified.
In the fiscal year ending March 2024, after conducting a written questionnaire for all officers, the Board of Directors' Secretariat conducted interviews and held individual consultations with outside officers and identified issues to be addressed based on the opinions and evaluations obtained from directors and auditors, and recognized the issues for the future.
In the written questionnaire, we first asked the general question ‘What functions are primarily required of the Board of Directors at our company?’, and obtained scores (out of 5) and comments from this perspective, and then, as a specific question, we asked about the composition of the Board of Directors, the state of deliberations, the management of proceedings, the provision of information, etc., and obtained scores and comments on these, and conducted interviews based on these.
As a result, we assessed that the operation of the board of directors is generally effective.
First, regarding the general discussion question ‘What functions are primarily required of the board of directors at our company?’, we received a balanced range of opinions on the decision-making of business execution, monitoring (supervision) of business execution (content and process), and the sharing of knowledge and information, mainly by external directors.
On the other hand, the average score for each item was 4.5. Although there were some basic opinions on how to improve, in general, we received opinions on how to improve in a positive direction towards better management.
The main opinions on how to improve included further sharing of company information that is the premise of deliberations, reporting on the subsequent progress of invested projects, including subsidiaries, and enhancing the content of proposals, such as deadlocks and risk-side perspectives, and enhancing the comparison and examination of alternative measures. There was also a request for a board of directors meeting and other opportunities for information sharing to be held in person again after the coronavirus pandemic. We will continue to work on these issues, centering on the board of directors' secretariat, and aim to further improve the effectiveness of board of directors’ meetings.
Avoidance of Conflicts of Interest
Approval and reporting are conducted through the Board of Directors based on the Companies Act in order to provide institutional supervision. In terms of source material, the Legal Division checks for transactions subject to conflicts of interest in the normal approval process for decisions and contracts, and the presence of any conflicts of interest involving executives are investigated as a part of the year-end financial settlement.
Corporate Governance Report
See the following for the Corporate Governance Report.