Board Members
Main expertise and experience
we expect from our board members.
Skill matrix
| Title | Name | Expected expertise and experience (skill matrix) * Up to 4 main items are listed. |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Corporate management |
Real estate | Accounting/ Finance |
Legal/ Compliance/ Risk Management |
HR/Labor/ HR Development |
CSR/ ESG/ Sustainability |
M&A | Overseas | |||
| Chairman Representative Director |
Tomoaki Horiguchi | ● | ● | ● | ● | |||||
| President & CEO, President Representative Director |
Seiichi Saito | ● | ● | ● | ● | |||||
| Vice President Director |
Izumi Nakamura | ● | ● | ● | ● | |||||
| Senior Managing Director |
Yasushi Yamada | ● | ● | ● | ● | |||||
| Managing Director | Mitsuhiro Ninomiya | ● | ● | ● | ||||||
| Director | Kenji Honda | ● | ● | |||||||
| Outside Director | Keiichi Asai | ● | ● | ● | ||||||
| Outside Director | Koichi Ishimizu | ● | ● | |||||||
| Director, Audit & Supervisory Committee Member |
Shinichi Tominaga | ● | ● | ● | ||||||
| Outside Director, Audit & Supervisory Committee Member |
Kazutaka Okubo | ● | ● | ● | ||||||
| Outside Director, Audit & Supervisory Committee Member |
Yukiko Edahiro | ● | ● | |||||||
To adapt to ongoing changes in the social environment and legal systems, we continuously review and reassess our corporate governance practices to ensure they are suitable for our company
To further strengthen our corporate governance structure, we are implementing the following measures:
Relationship with Outside Directors
Our company has appointed four outside directors.
These outside directors bring extensive experience and knowledge from various fields. In addition to attending board meetings, they participate in important meetings such as management conferences. They play a crucial role in enhancing long-term corporate value, objectively evaluating and rectifying the appropriateness and legality of business execution, and strengthening the supervisory function of corporate management.
Furthermore, each outside director collaborates with internal auditors and accounting auditors as necessary, through discussions, reporting, and information exchange to ensure mutual cooperation in their supervisory or auditing duties.
Our company deems the independence criteria established by the Companies Act and the Tokyo Stock Exchange as appropriate for our standards. Candidates for independent outside directors are selected based on these criteria.
Independence Criteria for Outside DirectorsEstablishment of the Nomination and Compensation Committee
To enhance the objectivity and transparency of procedures related to the selection and dismissal of officers, as well as officer remuneration, we have established a "Nomination and Compensation Committee" as a voluntary advisory body to the Board of Directors. This committee is composed of half outside directors, ensuring the soundness of our management.
Monthly Compliance Training
To establish a system for legal compliance, we conduct monthly training sessions for all employees. The themes of these sessions cover a wide range of topics, such as "Prevention of Insider Trading," "Prevention of Transactions with Anti-Social Forces," and "Information Management," to ensure the healthy operation of our business.
Risk Management and Compliance in Property Acquisition
When acquiring properties, our company conducts a comprehensive three-stage assessment. This includes evaluating the business viability, key risks, impact on the surrounding environment, and compliance, ensuring a thorough and holistic decision-making process.
Evaluation of the Effectiveness of
the Board of Directors
To enhance the functioning of the Board of Directors, our company conducts analysis and evaluation of the board's effectiveness. Specifically, we survey the directors and Audit & Supervisory Committee members on various aspects related to the Board of Directors, including its composition, operation methods, deliberation status, and support systems for directors and committee members. Based on the results of these surveys, the board conducts an evaluation.
To elicit candid opinions from the survey participants, we conduct the surveys anonymously and outsource the collection, aggregation, and analysis of the survey results to an external organization.
The survey results indicated that the effectiveness of the Board of Directors is generally ensured. However, the results also highlighted some mid- to long-term issues, such as the need for "setting KPIs that enable sustainable growth of the company" and "establishing a system for regular review of the business portfolio of the entire group to ensure sustainable profitability and consider capital costs." Moving forward, we will strive to enhance our corporate governance by addressing the issues identified in this evaluation and further promote management aimed at increasing sustainable corporate value.
Total Amount of Remuneration, etc. Paid to directors and corporate auditors
| Classification | Total Amount of Remuneration, etc. Paid (million yen) | Total Amount by Type of Remuneration, etc. (million yen) | Number of Persons Paid | ||
|---|---|---|---|---|---|
| Fixed Remuneration | Performance-linked remuneration | Restricted stock remuneration | |||
| Director (excluding Audit & Supervisory Committee Member and Outside Director) | 243 | 158 | 65 | 20 | 6 |
| Audit & Supervisory Committee Member (excluding Outside Director) | 9 | 9 | - | - | 1 |
| Audit & Supervisory Board Member (excluding outside Audit & Supervisory Board Member) | 2 | 2 | - | - | 1 |
| Outside Officers | 25 | 25 | - | - | 6 |
Executive Compensation
To align the interests of our directors with the performance of our group, thereby enhancing their motivation and morale towards improving performance, we grant executive bonuses to each director.
Additionally, as part of the revision of the executive compensation system, we have introduced a restricted stock compensation plan for directors who are not Audit & Supervisory Committee members (excluding outside directors). This plan is designed to share the benefits and risks of stock price fluctuations with our shareholders and further enhance the directors' incentive to contribute to stock price appreciation and the enhancement of corporate value.
Executive Compensation Ratios
■ Fixed Compensation
■ Performance-Linked Compensation
■ Stock Compensation