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Board of Directors and Executive Officers

Board of Directors *Positions and areas of responsibilities of the above candidates for director are as of this General Meeting of Shareholders.

(As of May25, 2016)

Name Area of responsibility Significant concurrent positions outside the Company
Hiroshi Yokoo Chairman of the Board Outside Director of YAMAYA CORPORATION
Motoya Okada Nomination Committee Member;
Compensation Committee Member
Director and Advisor of Aeon Mall Co., Ltd.
Director and Advisor of Aeon Retail Co., Ltd.
Director and Advisor of The Daiei, Inc.
Director and Advisor of United Super Markets Holdings Inc.
Director of Welcia Holdings Co., Ltd.
Outside Director and Advisor of TSURUHA HOLDINGS INC.
Outside Director of KUSURI NO AOKI CO., LTD.
Yoshiki Mori   Chairman and Representative Director of The Daiei, Inc.
Counselor of AEON KYUSHU CO., LTD.
Akinori Yamashita   President and Representative Director of Aeon Financial Service Co., Ltd.
Director of Aeon Bank, Ltd.
Chairman and Representative Director of Aeon Retail Co., Ltd.
Outside Directors

(As of May 25, 2016)

Name Area of responsibility Significant concurrent positions outside the Company
Takejiro Sueyoshi Chairman,
Nomination Committee;
Compensation Committee Member
Special Advisor of UNEP Finance Initiative
Executive Board Vice-Chair of Japan Renewable Energy Foundation
Executive Chairman of Green Finance Organization
Outside Director of FP Corporation
Outside Director of Kyushu Financial Group, Inc.
Keiichi Tadaki Chairman,
Audit committee;
Compensation Committee Member
Outside Director of Daiwa Securities Group Inc.
Outside Corporate Auditor of Nippon Life Insurance Company
Outside Corporate Auditor of Fujita Corporation
Ken Sato Chairman,
Compensation Committee;
Audit committee member
President of Institute for International Policy Studies
Board Director of Nippon Television Holdings Inc.
Board Director of Nippon Television Network Corporation
Yukako Uchinaga Audit Committee Member,
Nomination Committee Member;
President of Japan Women’s Innovative Network Board Chair of Japan Diversity Network Association President and Representative Director of Globalization Research Institute Outside Director of HOYA CORPORATION Outside Director of DIC Corporation
Toru Nagashima Audit Committee Member,
Nomination Committee Member;
Senior Advisor of Teijin Limited
Outside Director of SEKISUI CHEMICAL CO., LTD.
Outside Director of Kao Corporation
President of Things and Systems Consortium
Director of Japan Corporate Governance Network
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Executive Officers

(As of May 25, 2016)

Name Position Area of responsibility
Motoya Okada President and Representative
Executive Officer
Group CEO
President and Representative Executive Officer
Yoshiki Mori Deputy President and Representative Executive Officer Group COO  
Deputy President and Representative Executive Officer
Akinori Yamashita Vice President CFO
Deputy President and Executive Officer
Shinya Wako Vice President Deputy President and Executive Officer,
Senior Chief Officer of Management Strategy
Soichi Okazaki Vice President Executive Officer, Senior Chief Officer of GMS Business,
Chairman of Executive Committee
Eiji Shibata Vice President Executive Officer, Senior Chief Officer of Merchandising
Akio Yoshida Vice President Executive Officer, Senior Chief Officer of Shopping Center Development Business, Chairman of Executive Committee
Masaaki Toyoshima Vice President Executive Officer,
Senior Chief Officer of Business Development
Shohei Murai Vice President Executive Officer, Senior Chief Officer of SM &  DS Business,
Chairman of Executive Committee
Masato Nishimatsu Vice President Executive Officer,
Senior Chief Officer of Business Management
Hidenori Osano Vice President Executive Officer,
Senior Chief Officer of IT Innovation
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Items related to outside directors
Significant concurrent positions held at other organizations and the relationships between these organizations and the Company
  • Keiichi Tadaki holds a concurrent position as outside director at Daiwa Securities Group Inc. Daiwa Securities Co., Ltd., a subsidiary of the Daiwa Securities Group, Inc., which is a lead underwriting broker for the Company. No other special relationship exists between Daiwa Securities Co., Ltd. and the Company.
  • The Company is registered as a member of Japan Women’s Innovative Network, an NPO of which Ms. Uchinaga is Executive Director. The annual corporate membership fees plus any other monies paid to Japan Women’s Innovative Network amount to less than 10 million yen, and represent less than 0.1% of the Company’s total SG&A expenses.
  • The Company has no special relationship with other organizations in which its outside directors hold concurrent positions.
Attendance at Board/committee meetings (attendances/meetings)
Mar.1, 2015 - Feb.29, 2016
  Board of Directors Audit Committee Nomination Committee Compensation Committee
Masaharu Ikuta 5/7 8/9 2/3 -
Takejiro Sueyoshi 7/7 - 3/3 4/4
Keiichi Tadaki 7/7 9/9 - 4/4
Ken Sato 7/7 8/9 - 4/4
Yukako Uchinaga 7/7 9/9 3/3 -
Major activities during the year under review
  • Based on his extensive experience in management and his wide-ranging knowledge, Masaharu Ikuta, Chairman of the Audit Committee, provided leadership in discussions on ways to enhance corporate governance.
  • Based on his knowledge and extensive experience in matters concerning global environmental issues and corporate social responsibility, Takejiro Sueyoshi, Chairman of the Nomination Committee provided leadership in discussions on a corporation’s role in conserving the environment and contributing to society.
  • Based on his extensive experience in and knowledge of legal and compliance-related matters, Keiichi Tadaki provided leadership in discussions aimed at promoting legal compliance management.
  • Based on an extensive career and expert knowledge, Ken Sato, Chairman of the Compensation Committee, provided guidance in risk management as well as enhancing the transparency and objectivity of management.
  • In addition to her broad experience and expertise in the IT sector, Yukako Uchinaga is well versed in diversity-related issues and proactively makes statements on matters such as promotion of healthy and efficient business management.
Summary of agreements limiting liability
  • To ensure an ability to attract persons capable of contributing as outside directors, the Company has entered into agreements which limit the liability of each outside director. For damages as set forth in Article 423, paragraph 1 of the Companies Act, these agreements state that, when outside directors carry out their duties in good faith and with no serious negligence, their liability to compensate the Company is limited to 15,000,000 yen or to an amount stipulated by laws and regulations, whichever is higher; and that they are exempt from an outside director’s obligation to compensate the Company for any amounts that exceed these limits.
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Policies on personal remuneration for
directors and executive officers
  • Remuneration for individual directors and executive officers shall be determined in a fair and highly transparent manner to create strong, performance-based incentives for senior managers to execute management strategy.
  • Individual remuneration shall comprise basic remuneration, performance-based remuneration for executive officers, and stock compensation-type stock options.
  1. (ⅰ)Basic remuneration refers to compensation that is paid monthly to directors and executive officers. For the latter, basic remuneration is determined individually and is limited to standard amounts set for each position.
  2. (ⅱ)Executive performance remuneration shall be a sum paid to executive officers
    after the end of each business year based on the annual results achieved for the
    year in question. It shall consist of the total of two remuneration components
    based on the financial results of AEON Co., Ltd. and the results achieved by
    individual officers. However, President and Representative Executive Officer shall
    only be paid the remuneration based on the financial results of AEON Co., Ltd.

    • The corporate performance-based remuneration payable to executive officers shall be a multiple of the standardized remuneration based on the degree to which AEON has achieved its designated financial targets.

    • The personal performance-based remuneration payable to executive officers shall be a multiple of the standardized remuneration based on the results of an evaluation of that individual’s performance.

  3. (ⅲ)Stock compensation-type stock options shall be granted to executive officers in the form of stock acquisition rights following the end of each business year, based on their performance during the year.
  • The Company shall not pay directors’ compensation to directors who also perform executive duties.
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Total remunerations paid to the Company’s directors and executive officers
Directors
  Basic remuneration based on Compensation Committee resolutions of which, outside directors
Number paid 6 5
Amount paid 121million yen 75million yen
Executive officers (incumbent as of the fiscal year-end)

Performance-based remuneration for executive officers for the fiscal year under review will be paid in accordance with c (ii) of the policies on personal remuneration for directors and executive officers. It was decided to not pay stock acquisition rights as remuneration in the form of stock compensation-type stock options in accordance with c (iii) of the said policies.

  Number of persons Basic remuneration based on Compensation Committee resolutions Performance-based remuneration based on Compensation Committee resolutions Remuneration through stock compensation-type stock options Total
President and Representative Executive Officer 1 36
million yen
8 million yen 0yen 44million yen
Other Executive Officers 9 345
million yen
41million yen 0yen 386
million yen
Total 10 381
million yen
49million yen 0yen 430
million yen
  • (Note1)
    Performance-based remuneration for executive officers was determined at a Compensation Committee meeting held on April 13, 2016, and is based on performance during the 91st fiscal period. This compensation was paid in May 2016.
  • (Note2)
    Remuneration paid in the form of stock compensation-type stock options is projected not to be issued.which will be resolved at the Compensation Committee meeting and the Board of Directors meeting to be held on May 25.2016.based on performance during the 91st fiscal period.
  • (Note3)
    In addition to the amounts detailed above, a total of 22 million yen was paid in remuneration to five executive officers who resigned during the year under review.
  • (Note4)
    Directors who hold concurrent positions as executive officers with responsibilities for operations receive no remuneration as directors.
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