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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 May 24, 2017)

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 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 HOLDINGS CO., LTD.
Yoshiki Mori   Chairman and Representative Director of Daiei, Inc.
Chairman and Representative Director of AEON KYUSHU CO., LTD.
Akinori Yamashita   Director of Aeon Retail Co., Ltd.
Outside Directors

(As of May 24, 2017)

Name Area of responsibility Significant concurrent positions outside the Company
Ken Sato Chairman, Audit Committee
Compensation 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 Chairman, Nomination Committee Member
Audit 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 Chairman, Compensation Committee Member
Audit Committee Member
Senior Advisor of Teijin Limited Audit & Supervisory Board Member (external) of Daikin Industries, Ltd.
Director of Japan Corporate Governance Network
Takashi Tsukamoto Nomination Committee Member
Compensation Committee Member
Honorary Advisor of Mizuho Financial Group
Outside Director of Asahi Mutual Life Insurance Company
Chairman of The Japan-British Society
Kotaro Ohno Audit Committee Member
Nomination Committee Member
 
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Executive Officers

(As of May 24, 2017)

Name Position Area of responsibility
Motoya Okada President and Representative Executive Officer Group CEO
Yoshiki Mori Executive Vice President and Representative Executive Officer Group COO
Akinori Yamashita Executive Vice President and Executive Officer CFO
Business Management
Shinya Wako Executive Vice President and Executive Officer CSO
Soichi Okazaki Executive Officer GMS Business
Eiji Shibata Executive Officer Merchandising
Akio Yoshida Executive Officer Shopping Center Development Business
Hidenori Osano Executive Officer IT
Motohiro Fujita Executive Officer Supermarket Business
Hideharu Mizuno Executive Officer Drugstore & Pharmacy Business
Ippei Nakayama Executive Officer Services & Specialty Store Business
Masaki Suzuki Executive Officer Financial Services Business
Yuki Habu Executive Officer China Business
Kaori Miyake Executive Officer CSR & Communication
Takeharu Takahashi Executive Officer Human Resources and Administration
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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
  • 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.
  • Although Takashi Tsukamoto successively held the posts of Executive Officer, Executive Managing Director, and President & CEO at Mizuho Bank, Ltd. from 2002 to 2013, more than three years have passed since he retired from said bank in 2013, and currently he is not involved in the business execution of Mizuho Bank, Ltd. Also, Mizuho Bank, Ltd. is one of the primary lenders to the Company,but it is not a business connection that has a significant effect on the Company’s decision making. The balance of borrowings of the Company from Mizuho Bank, Ltd. as of the end of the most recentbusiness year is less than 2% of the Consolidated Total Assets.
  • 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, 2016 - Feb.28, 2017
  Board of Directors Audit Committee Nomination Committee Compensation Committee
Takejiro Sueyoshi 7/7 - 3/3 3/3
Keiichi Tadaki 7/7 9/9 -

3/3

Ken Sato 7/7 9/9 - 3/3
Yukako Uchinaga 7/7 8/9 3/3 -
Toru Nagashima 6/6 6/6 2/2 -

  • (Note)
    The attendance shown for Toru Nagashima is his attendance after he assumed office as director on May 25, 2016.
Major activities during the year under review
  • 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, Chairman of the Audit Committee 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.
  • Based on his broad extensive and wide-ranging insight in global corporate management, Toru Nagashima proactively makes statements on matters such as the promotion of global management and enhanced corporate governance.
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 7 6
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 were decided to pay amounts equivalent to 60% of the prescribed amount in accordance with c (ii) of the policies on personal remuneration for directors and executive officers, considering the consolidated performance. It was also decided to pay 56% of the prescribed number of stock acquisition rights as remuneration in the form of stock compensation-type stock options in accordance with c (iii) of the said policies.

Position 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
26 million yen 6 million yen 68 million yen
Other Executive Officers 9 223
million yen
92 million yen 34 million yen 350
million yen
Total 10 259
million yen
118 million yen 40 million yen 418
million yen
  • (Note1)
    Performance-based remuneration for executive officers was determined at a Compensation Committee meeting held on April 12, 2017, and is based on performance during the 92nd fiscal period. This compensation will be paid in May 2017.
  • (Note2)
    Remuneration paid in the form of stock compensation-type stock options will be determined at the Compensation Committee meeting and the Board of Directors meeting to be held on May 24, 2017, based on performance during the 92nd fiscal period. The Company will allot the stock options to the respective individuals on June 21, 2017. The total number of stock acquisition rights is 241 and the number of shares subject to the rights is 24,100 shares. The amounts to be allocated are calculated based on the closing price of the Company’s stock on the Tokyo Stock Exchange on or around the last day of February 2017.
  • (Note3)
    In addition to the amounts detailed above, a total of 45 million yen was paid in remuneration to three executive officers who resigned during the year under review.
  • (Note4)
    Directors who concurrently perform executive duties receive no remuneration as directors.
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