Corporate Governance

Basic Approach and Systems

See the following for our basic approach to corporate governance and related systems.

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
Number of directors Total number 10 10 9
Executive directors 5 5 4
Non-executive directors 5 5 5
Independent directors 2 3 5
Women directors 2 3 3
Foreign directors 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, 2021 – March 31, 2022)

Name Board of Directors
(12 meeting held)
Audit & Supervisor Board
(15 meetings held)
Director Kohey Takashima Attendance rate: 12/12, 100% -
Kazuyoshi Fujita Attendance rate: 12/12, 100% -
Hiroyuki Ozaki Attendance rate: 12/12, 100% -
Yusuke Tsutsumi Attendance rate: 12/12, 100% -
Kohei Matsumoto Attendance rate: 12/12, 100% -
Mitsuyo Hanada Attendance rate: 12/12, 100% -
Hitoshi Tanaka Attendance rate: 12/12, 100% -
Junko Watabe Attendance rate: 12/12, 100% -
Wakako Sakurai Attendance rate: 12/12, 100% -
Misato Kowaki* Attendance rate: 9/9, 100% -
Auditor Chika Otobe* Attendance rate: 9/9, 100% Attendance rate: 12/12, 100%
Yukihiro Moroe Attendance rate: 12/12, 100% Attendance rate: 15/15, 100%
Takashi Kokubo Attendance rate: 12/12, 100% Attendance rate: 15/15, 100%

(*) Director Kowaki and Auditor Otobe’s figures are based on the number of meetings since appointment in June 2021.

Evaluation of the Effectiveness of the Board of Directors

The effectiveness of the Board of Directors is analyzed and evaluated by administrating an annual questionnaire to all directors. We plan to summarize and disclose the results of this analysis and evaluation going forward.

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.