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Board of Directors and Executive Officers

Board of Directors

(as of May 16, 2013)

Name Area of responsibility
Naoki Hayashi Chairman of the Board
Motoya Okada Nomination Committee
Compensation Committee
Yoshiki Mori  
Masaaki Toyoshima  
Outside Directors
Name Area of responsibility Significant concurrent positions outside the Company
Masaharu Ikuta Chairman;
Audit Committee;
Nomination Committee
Senior Counselor, Mitsui O.S.K. Lines, Ltd.
Outside Director, TERUMO CORPORATION
Outside Director, SOURCENEXT CORPORATION
Takejiro Sueyoshi Chairman;
Nomination Committee;
Compensation Committee
Representative, Carbon Offset Japan,
Intermediate Ltd.
Outside Corporate Auditor, The Kagoshima Bank,Ltd.
Outside Director, FP Corporation
Keiichi Tadaki Audit Committee; Nomination Committee Attorney at Law
Outside Director, Daiwa Securities Group Inc.
Outside Corporate Auditor, Nippon Life Insurance Company
Ken Sato Chairman; Compensation Committee,
Audit Committee
President, Institute for International Policy Studies Board Director, Nippon Television Network Corporation
Yukako Uchinaga Audit Committee; Compensation Committee President, Japan Women's Innovative Network
Outside Director, Sony Corporation Director and Executive Vice President, Benesse Holdings, Inc.
Honorary President, Berlitz Corporation

※In addition to their positions as directors, Motoya Okada, Yoshiki Mori and Masaaki Toyoshima concurrently hold positions as executive officers.
※Masaharu Ikuta, Takejiro Sueyoshi, Keiichi Tadaki, Ken Sato and Yukako Uchinaga
※Term of directors is from the closing of ordinary general shareholders' meeting through the commencement of the following year's general shareholders' meeting.

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Executive Officers
Name Position Area of responsibility
Motoya Okada President and Representative Executive Officer Group CEO
Yoshiki Mori Deputy President and Representative Executive Officer Group COO and CFO
Masaaki Toyoshima Senior Executive Vice President Chief Business Development Officer and Chief, Urban Shift
Soichi Okazaki Senior Executive Vice President CEO, General Merchandise Store Business and Shopping Center Development Business, and  Chief, Asia Shift
Jerry Black Senior Executive Vice President Merchandising Strategy and Chief, Digital Shift
Akinori Yamashita Senior Executive Vice President CEO, Financial Services Business and E-money Business Officer
Manabu Oike Senior Executive Vice President CEO, Supermarket Business, Discount Store Business and Small Size Store Business
Nagahisa Oyama Senior Executive Vice President CEO, ASEAN Business
Hiroshi Yokoo Senior Executive Vice President  
Noriyuki Murakami Senior Executive Vice President  
Kazumi Uchiyama Senior Executive Vice President  
Eiji Shibata Vice President Chief Merchandising Officer and Chief, Senior Shift
Haruyosi Tsuji Vice President Chief Administration Officer and in charge of Risk Management
Kazuhide Kamitani Vice President CEO, Service Business and Specialty Store Business
Cenk Gurol Vice President CEO, E-commerce Business
Yukio Ishizuka Vice President Chief Human Resource Officer and Chief Environmental Officer
Kazumasa Hamada Vice President Control and Accounting Officer
Yuiken Tsutsumi Vice President Chief Strategy Officer
Takeshi Kodama Vice President Chief Marketing Officer
Yuji Miyashita Vice President CEO, Drugstore and Pharmacies Business
Yuki Habu Vice President CEO, China Business
Tsunekazu Haraguchi Vice President  
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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 has no special relationship with other organizations in which its outside directors hold concurrent positions.
Attendance at Board/committee meetings (attendances/meetings)
Mar.1, 2011 - Feb.29, 2012
  Board of Directors Audit Committee Nomination Committee Compensation Committee
Hideki Kurashige 7/7 9/9 - 3/3
Masaharu Ikuta 6/7 8/9 3/3 -
Takejiro Sueyoshi 7/7 - 3/3 3/3
Keiichi Tadaki 7/7 9/9 3/3 -
Ken Sato 7/7 9/9 - 3/3
Major activities during the year under review
  • Based on his extensive experience in international business and broad knowledge gained as a company executive, Hideki Kurashige, Chairman of the Compensation Committee, provided leadership in discussions on ways of promoting sound and effective management practices.
  • 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 the law and compliance-related matters, Keiichi Tadaki provided leadership in discussions aimed at promoting sound and effective management practices.
  • Based on an extensive career and expert knowledge, Ken Sato provided guidance in enhancing the transparency and objectivity of 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 all 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, efficient 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 AON Co., Ltd. and the results achieved by individual officers.
    →The corporate performance-based remuneration payable to executive officers shall be a multiple of the standardized remuneration based on the degree to which AON 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 120million yen 73million yen
Executive officers(as of the fiscal year-end)
Millions of yen 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 48
million yen
- 7million yen 55million yen
Other Executive Officers 20 577
million yen
114million yen 64million yen 755
million yen
Total 21 625
million yen
114million yen 71million yen 810
million yen

※Performance-based remuneration for executive officers was determined at a Compensation Committee meeting held on April 11, 2013, and will be based on performance during the 88th fiscal period. This compensation will be paid in May 2013. In light of the consolidated performance for the term, it was determined that performance-based remuneration should not be paid to President and Representative Executive Officer. Also, performance-based remuneration for other executive officers shall be reduced to half of the regular amounts.
※Remuneration paid in the form of stock compensation-type stock options will be determined at both a Compensation Committee meeting and a Board of Directors meeting to be held on May 16, 2013, and will be based on performance during the 88th fiscal period. The Company will allot the stock options to the respective individuals on June 21, 2013. The total number of stock acquisition rights is 687 and the number of shares subject to the rights is 68,700 shares. The amounts to be allocated is calculated based on the closing price of the Company’s stock on the Tokyo Stock Exchange on or around the last day of February 2013.
※In addition to the above, basic remuneration of 17 million yen was paid to three executive officers who retired from their position during the fiscal year under review. The figures for the numbers of executive officers paid include persons who retired on or before May 17, 2012.
※Directors who hold concurrent positions as executive officers with responsibilities for operations receive no remuneration as directors.

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