Directors and Auditors

Directors

As of September 14, 2023


President & CEO
Akira Miyamoto

(Born August 11, 1954)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)

March 1977 Joined the Company
September 1984 Managing Director and General Manager, General Planning Section, the Company
September 1986 Senior Managing Director, the Company
April 1992 President & CEO, the Company (current position)

Director and Senior Managing Executive Officer

Corporate Planning Department Special Assignment(In Charge of Sustainability and M&A), In Charge of Sales Division
Naomichi Hagita
(Born May 25, 1960)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)

March 1983 Joined the Company
May 2002 General Manager, Corporate Planning Section, the Company
June 2006 Executive Officer, the Company
September 2010 Director, the Company
September 2012 Managing Director, the Company
September 2018 Senior Managing Director, the Company
September 2020 Director and Senior Managing Executive Officer, the Company (current position)


Director and Senior Managing Executive Officer

General Manager, Administration Division & CFO & General Manager, overseas division & In Charge of Overseas Sales Subsidiaries.
Shinichi Harada
(Born September 19, 1961)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)

April 1984 Joined The Bank of Tokyo, Ltd. (currently MUFG Bank, Ltd.)
April 2008 Deputy General Manager, Shanghai Branch, The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. (currently MUFG Bank (China), Ltd.)
April 2011 Regional Head for Germany and General Manager, Dusseldorf Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank (Europe) N.V.)
August 2014 Advisor, the Company
September 2014 Executive Officer, the Company
September 2014 Director, the Company
September 2015 Managing Director, the Company
September 2020 Director and Managing Executive Officer, the Company
September 2023 Director and Senior Managing Executive Officer, & CFO, the Company (current position)


Director and Managing Executive Officer

In Charge of Corporate Planning Department, E-commerce Department, Public Relations & Advertising Section
Takanobu Kameda
(Born January 24, 1963)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)

April 1985 Joined the Company
November 2006 General Manager, Electronic Stationery Business Promotion Department
June 2011 Executive Officer, the Company
September 2014 Director, the Company
September 2016 Managing Director, the Company
September 2020 Director and Managing Executive Officer, the Company (current position)


Director and Managing Executive Officer

General Manager, Procurement Division, In Charge of Quality Management, Domestic Subsidiaries Coordination Department, and Overseas Manufacturing Subsidiaries
Makoto Takano
(Born July 14, 1961)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)

March 1984 Joined the Company
February 2006 President & CEO, P.T. KING JIM INDONESIA
June 2011 Executive Officer, the Company
September 2014 Director, the Company
September 2020 Senior Executive Officer, the Company
September 2021 Director and Managing Executive Officer, the Company (current position)


Director and Managing Executive Officer

General Manager, R&D Division & CMO
Miyoko Kimura
(Born June 12, 1964)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100%(10 out of 10)

April 1988 Joined PLUS CORPORATION
May 1999 Joined ASKUL Corporation
February 2010 President, ASMARU Corporation
August 2017 Director, Chief Marketing Officer (CMO), Executive Officer, Executive Officer of Life Creation Unit and Value Creation Center Unit, B-to-C Company, ASKUL Corporation
May 2021 Director, Supervisor of Branding, Design and Supplier-relations, ASKUL Corporation
June 2021 Outside Director, Asahi Holdings, Inc. (currently ARE Holdings, Inc.) (current position)
September 2022 Director and Managing Executive Officer, the Company
June 2023 Outside Director, JAPAN POST HOLDINGS Co., Ltd.(current position)
September 2023 Director and Managing Executive Officer, & CMO, the Company (current position)


External Director
Keiko Kakiuchi

(Born January 25, 1962)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)

April 1998 Registered as attorney-at-law
April 1998 Joined Miyahara, Suda, Ishikawa Law Office
October 2003 Joined Kasahara Law Office
August 2012 Established Ryowa Sogo Law Office (current position)
September 2015 External Auditor, the Company
June 2016 External Audit & Supervisory Board Member, Toppan Printing Co., Ltd. (current position)
March 2018 Audit & Supervisory Board Member, Yano Research Institute Ltd. (current position)
September 2019 External Director, the Company (current position)


External Director
Katsuya Hirokawa

(Born January 14, 1970)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)

April 1993 Joined The Sumitomo Bank, Ltd. (currently Sumitomo Mitsui Banking Corporation)
December 2005 Incubation Manager, Keio Fujisawa Innovation Village, Keio University Shonan Fujisawa Campus
April 2012 Secretary General, General Foundation SFC Forum
July 2017 Fund Manager, SFC Forum Fund (current position)
April 2018 External Director, ShuR Co., Ltd.
September 2019 External Director, the Company (current position)
April 2023 Secretary General in charge of general management, General Foundation SFC Forum (current position)


External Director
Mizuho Iwaki

(Born August 17, 1965)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)

April 1988 Joined Japan Broadcasting Corporation (NHK) Matsuyama Headquarters
February 1991 Freelance announcer
March 2007 Joined NTT Solco Corporation (currently NTT Nexia Corporation)
June 2008 Joined Sumitomo Life Insurance Company
December 2009 Representative, OfficeBenefit (current position)
July 2011 Certified as Certified Financial Planner (CFP)®
September 2019 Vice President, Fiduciary and Independent Wealth Advisors, NPO (current position)
September 2021 External Director, the Company (current position)
May 2022 Representative Director, MZ Benefit Consulting, Inc. (current position)
August 2022 Registered as Labor and Social Security Attorney


External Director
Takako Suzuki
(Born March 5, 1962)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (10 out of 10)

April 1984 Joined Nissan Motor Co., Ltd.
August 2001 Joined LVJ Group Co., Ltd. (currently Louis Vuitton Japan Co., Ltd.)
April 2009 Representative Director, Shaldan Co., Ltd.
January 2010 Joined S.T. CORPORATION
April 2013 Director, President & CEO, S.T. CORPORATION
May 2013 Director, Shaldan Co., Ltd. (current position)
March 2020 Outside Director, TRUSCO Nakayama Corporation (current position)
June 2021 Chairman of the Board, President & CEO, S.T. CORPORATION
September 2022 External Director, the Company (current position)
June 2023 Chairman, S.T. CORPORATION


External Director
Ikumi Hiraki
(Born April 4, 1975)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (10 out of 10)

April 1998 Joined The Long-Term Credit Bank of Japan, Limited (currently SBI Shinsei Bank, Limited)
April 2003 Research Associate, School of Commerce, Waseda University
October 2009 Adjunct Researcher, Institute of Marketing Communication, Comprehensive Research Organization, Waseda University (current position)
April 2012 Associate Professor, Business Economics Faculty, Tokyo International University
April 2018 Visiting Professor, The Open University of Japan
April 2018 Professor, Business Economics Faculty, Tokyo International University (current position)
September 2018 Part-time Lecturer, Graduate School of Commerce, Waseda University (current position)
September 2022 External Director, the Company (current position)

Auditors


Standing Auditor
Kazuto Shimizu

(Born January 2, 1958)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
100% (13 out of 13)
Attendance at Board of Auditors meetings (fiscal year ended June 2023)
100% (12 out of 12)

April 1981 Joined The Sumitomo Bank, Ltd. (currently Sumitomo Mitsui Banking Corporation)
April 2008 Principal Examiner, Audit Dept., Sumitomo Mitsui Banking Corporation
September 2010 Advisor, the Company
September 2010 Standing Auditor, the Company (current position)


External Auditor
Katsuhiko Imabori

(Born January 10, 1973)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
-
Attendance at Board of Auditors meetings (fiscal year ended June 2023)
-

April 1997 Joined FANUC CORPORATION
April 2002 Registered as attorney-at-law
April 2002 Joined IP Firm SHUWA
April 2012 Director, Shuwa Chizai Inc. (currently IA BeaconInc.)
October 2020 President, Senior Partner, Patent Corporation IP Firm SHUWA (current position)
March 2023 COO, IA Beacon Inc. (current position)
September 2023 External Auditor, the Company (current position)


External Auditor
Yoko Hayashi

(Born May 21, 1970)

Attendance at Board of Directors meetings (fiscal year ended June 2023)
-
Attendance at Board of Auditors meetings (fiscal year ended June 2023)
-

April 1991 Joined The Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho Bank, Ltd.)
September 1995 Joined the Adachi Mitsuzo Certified Public Accountant Office (currently Shin-Ei CertifiedPublic Tax Accountant Office)
August 2001 Joined the Toma Certified Public Accountant Office (currently TOMA Certified Public Tax Accountants Corporation)
February 2005 Joined TACT Consulting (current position)
March 2005 Registered as a certified public tax accountant
September 2023 External Auditor, the Company (current position)

Remuneration for Directors and Auditors (Fiscal Year Ended June 2023)

Matters Concerning Policy on the Determination of the Amount of Remuneration of Directors and Auditors and Its Calculation Method

The Company has approved the policy on determination of individual remuneration, etc. of Directors by resolution of the Board of Directors. To ensure the objectivity and transparency of the determination process for remuneration of Directors and Auditors, the Company has established a Nomination and Compensation Committee, chaired by External Director Keiko Kakiuchi. The committee has five members, three of whom are External Directors and two of whom are Internal Directors. When passing the aforementioned Board of Directors’ resolution, the Board of Directors consulted with the Nomination and Compensation Committee in advance on the matters to be resolved and received a response.

An overview of the determination policy is as follows.

The remuneration of Directors (excluding External Directors) comprises base remuneration, which is fixed remuneration; bonuses, which are performance-linked remuneration; and stock remuneration. In light of their roles, External Directors and Auditors receive only base remuneration (fixed remuneration).

Base remuneration (fixed remuneration) is determined within the range set for each post of the Directors, considering the business environment and social trends.

For bonuses, which are performance-linked remuneration, ROE has been adopted as a performance indicator to calculate the bonuses. ROE was chosen to provide further incentives for Directors to contribute to increasing corporate value and raising the stock price over the medium and long terms from the same perspective as shareholders. The amount of bonus for each Director is determined by reflecting an amount calculated by multiplying the base remuneration by a coefficient set according to ROE in each relevant year, while taking into consideration the results of Directors’ mutual evaluation conducted at the fiscal year-end. The amount of bonus for each Director is then ultimately determined based on the President & CEO’s evaluation.

Stock remuneration, which is a type of non-monetary remuneration, is paid as restricted stock to Directors (excluding External Directors) at a certain time every year, in order to raise their awareness of the importance of increasing corporate value over the medium and long terms. The payment amount, which is the basis for calculating the number of restricted shares to be allotted, will be within the scope of the remuneration limit (¥40,000 thousand per year) approved by the General Meeting of Shareholders, and will be based on an amount determined by the new monthly remuneration of each eligible recipient approved by the Board of Directors after the General Meeting of Shareholders every year, multiplied by a coefficient for each post of officer.

Individual remuneration is composed of around 70% base remuneration, 20% performance-linked remuneration, and 10% non-monetary remuneration.

Based on the above, deliberations are held in the Nomination and Compensation Committee, and the total amount of base remuneration and bonuses is submitted for approval to the Board of Directors meeting held in September. Furthermore, by resolution of the Board of Directors, the Company has entrusted the Nomination and Compensation Committee with determining the amount of base remuneration and bonuses for each Director from the standpoint of ensuring the objectivity and transparency of the determination process. The Nomination and Compensation Committee appropriately makes the determination based on its deliberations. The specific payment date, payment amount, and other aspects of restricted stock remuneration is determined in the Board of Directors meeting held every October. In addition, by resolution of the Board of Directors, the Company has entrusted President & CEO Akira Miyamoto with determining the specific allocation of restricted stock remuneration to the eligible recipients. The Company has entrusted this authority based on the belief that it would be appropriate for the President & CEO, who oversees the Company’s business execution, to determine the allocation, given that this remuneration is designed to provide incentive over the medium and long terms. The President & CEO determines the specific allocation to each eligible recipient appropriately in accordance with the Regulations on Restricted Stock Remuneration.

Furthermore, the Board of Directors has confirmed that the method of determining the details of remuneration, etc. and the approved remuneration, etc. for the individual remuneration of Directors in each fiscal year is consistent with the policy for determining remuneration approved by the Board of Directors, and that the responses from the Nomination and Compensation Committee are respected and are consistent with its policy on determining remuneration.

The 70th Annual General Meeting of Shareholders held on September 19, 2018 passed a resolution to approve remuneration for Directors in the amount of ¥300 million or less per year (of which, remuneration for External Directors is limited to ¥30 million per year; however, the employee portion of remuneration for those concurrently serving as employees and Directors is not included). When the resolution was approved, the number of Directors eligible for such remuneration was 10, including 2 External Directors.

Separately from the remuneration described above, the 72nd Annual General Meeting of Shareholders held on September 17, 2020 approved the introduction of a restricted stock remuneration plan for Directors (excluding External Directors), for the purpose of granting incentives to encourage sustained growth in the Company’s corporate value and sharing even more value with shareholders. It has been resolved that the total amount of remuneration shall be limited to ¥40 million per year, and the total number of the Company’s common shares that may be issued or disposed of through this plan is up to 70,000 shares per year. When the resolution was approved, the number of Directors (excluding External Directors) eligible for the plan was 4.

The upper limit for remuneration of Auditors was set at ¥40 million per year by resolution of the 70th Annual General Meeting of Shareholders held on September 19, 2018. When the resolution was approved, the number of Auditors eligible for such remuneration was 4, including 3 External Auditors.

Total Amount of Remuneration, etc. by Type of Officer, Total Amount of Remuneration, etc. by Category, and the Number of Eligible Officers

Type of Officer
Total Amount of Remuneration
(Thousands of yen)
Base remuneration (Thousands of yen)
Performance-linked remuneration
(Thousands of yen)
Non-monetary remuneration
(Thousands of yen)
Number of eligible officers
(people)
Directors (excluding External Directors)
170,870
124,050
23,936
22,884
6
Auditors (excluding External Auditors)
17,220
17,220
-
-
1
External Directors and Auditors
32,460
32,460
-
-
8
Note: ROE of 3.3% was used as the performance indicator for the previous fiscal year to calculate the amount of performance-linked remuneration.

Skills Matrix

Name
Management Experience
Industry Insight
International Experience
Sales & Marketing
Product Development and Production
Finance and Accounting
Legal
ESG
President & CEO
Akira Miyamoto
Director and Senior Managing Executive Officer
Naomichi Hagita
Director and Senior Managing Executive Officer
Shinichi Harada
Director and Managing Executive Officer
Takanobu Kameda
Director and Managing Executive Officer
Makoto Takano
Director and Managing Executive Officer
Miyoko Kimura
External Director
Keiko Kakiuchi

External Director
Katsuya Hirokawa

External Director
Mizuho Iwaki

External Director
Takako Suzuki
External Director
Ikumi Hiraki
Standing Auditor
Kazuto Shimizu
External Auditor
Katsuhiko Imabori

External Auditor
Yoko Hayashi



Note: Up to four of the main skills and knowledge, etc. possessed by each Director and Auditor are listed.

Activities of External Directors and External Auditors in the Fiscal Year Ended June 2023

External Director Keiko Kakiuchi attended all 13 Board of Directors meetings held during the fiscal year ended June 2023, and made necessary remarks on proposals, deliberations and other matters from her perspective as a lawyer. Furthermore, Ms. Kakiuchi serves as a chairman of the Nomination and Compensation Committee, which is an advisory body to the Board of Directors. Ms. Kakiuchi has also been appointed as a member of the Independent Committee for the Countermeasures against Large-Scale Acquisition of the Company’s Shares (Takeover Defense Measures), the renewal of which was approved by the 74th Annual General Meeting of Shareholders.

External Director Katsuya Hirokawa attended all 13 Board of Directors meetings held during the fiscal year ended June 2023, and made necessary remarks on proposals, deliberations and other matters, leveraging his extensive knowledge and track record in the financial sector. Furthermore, Mr. Hirokawa serves as a member of the Nomination and Compensation Committee, which is an advisory body to the Board of Directors. Mr. Hirokawa was appointed as a member of the Independent Committee for the Countermeasures against Large-Scale Acquisition of the Company’s Shares (Takeover Defense Measures), the renewal of which was approved by the 74th Annual General Meeting of Shareholders.

External Director Mizuho Iwaki attended all 13 Board of Directors meetings held during the fiscal year ended June 2023, and made necessary remarks on proposals, deliberations and other matters, leveraging her experience in the broadcasting industry and extensive knowledge of financial products.Furthermore, Ms. Iwaki serves as a member of the Nomination and Compensation Committee, which is an advisory body to the Board of Directors. Ms. Iwaki was appointed as a member of the Independent Committee for the Countermeasures against Large-Scale Acquisition of the Company’s Shares (Takeover Defense Measures), the renewal of which was approved by the 74th Annual General Meeting of Shareholders.

External Director Takako Suzuki attended all 10 Board of Directors meetings held since she was appointed on September 15, 2022, and made necessary remarks on proposals, deliberations and other matters, leveraging her extensive knowledge and track record in the corporate management.

External Director Ikumi Hiraki attended all 10 Board of Directors meetings held since she was appointed on September 15, 2022, and made necessary remarks on proposals, deliberations and other matters, leveraging her extensive knowledge and track record in the marketing theory.