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Board of Directors and Executive Officers

Board of Directors

(as of May 28, 2014)

Name Area of responsibility
Hiroshi Yokoo Chairman of the Board
Motoya Okada Nomination Committee Member;
Compensation Committee Member
Yoshiki Mori  
Masaaki Toyoshima  
Outside Directors

(as of July 1, 2014)

Name Area of responsibility Significant concurrent positions outside the Company
Masaharu Ikuta Chairman,
Audit Committee;
Nomination Committee Member
Senior Counselor, Mitsui O.S.K. Lines, Ltd.
Takejiro Sueyoshi Chairman,
Nomination Committee;
Compensation Committee Member
Executive Board Vice-Chair, Japan Renewable Energy Foundation
Executive Chairman, Green Finance Promotion Organization
Outside Corporate Auditor, The Kagoshima Bank, Ltd.
Outside Director, FP Corporation
Keiichi Tadaki Audit Committee Member; Compensation Committee Member Attorney at Law
Outside Director, Daiwa Securities Group Inc.
Outside Corporate Auditor, Nippon Life Insurance Company
Outside Corporate Auditor, Fujita Corporation
Ken Sato Chairman, Compensation Committee;
Audit Committee Member
President, Institute for International Policy Studies
Board Director, Nippon Television Holdings Inc.
Board Director, Nippon Television Network Corporation
Yukako Uchinaga Audit Committee Member; Nomination Committee Member Executive Director, Japan Women's Innovative Network (NPO)
Outside Director, HOYA CORPORATION
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Executive Officers

(as of May 28, 2014)

Name Position Area of responsibility
Motoya Okada President and Representative
Executive Officer
Group CEO
Yoshiki Mori Deputy President and Representative Executive Officer Group COO
Masaaki Toyoshima Senior Executive Vice President Chief Business Development Officer;
Chief, Urban Shift
Soichi Okazaki Senior Executive Vice President CEO, General Merchandise Store Business;
CEO, Shopping Center Development Business;
Chief, Asia Shift
Jerry Black Senior Executive Vice President Merchandising Strategy;
Chief, Digital Shift
Akinori Yamashita Senior Executive Vice President CEO, Financial Services Business;
E-money Business Officer
Manabu Oike Senior Executive Vice President CEO, Supermarket, Discount Store and Small-size Store Business
Hirokazu Yamanashi Senior Executive Vice President Internal Affairs
Shinya Wako Senior Executive Vice President CFO
Nagahisa Oyama Senior Executive Vice President CEO, ASEAN Business
Eiji Shibata Vice President Chief Merchandising Officer;
Chief, Senior Shift
Haruyoshi Tsuji Vice President Chief Administration Officer, and in charge of Risk Management
Kazuhide Kamitani Vice President CEO, Services and Specialty Store Business
Cenk Gurol Vice President CEO, E-Commerce Business
Yukio Ishizuka Vice President Chief Human Resources Officer;
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
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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 the 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, 2013 - Feb.28, 2014
  Board of Directors Audit Committee Nomination Committee Compensation Committee
Masaharu Ikuta 7/7 9/9 3/3 -
Takejiro Sueyoshi 7/7 - 3/3 6/6
Keiichi Tadaki 7/7 9/9 3/3 -
Ken Sato 7/7 9/9 - 6/6
Yukako Uchinaga 5/6 6/6 - 5/5

(Note) Yukako Uchinaga attended her first Board meeting on May 16, 2013.

Major activities during the year under review
  • Based on an extensive career and expert knowledge, Ken Sato provided guidance in enhancing the transparency and objectivity of management.
  • 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.
  • In addition to her broad experience and expertise within the IT sector, Yukako Uchinaga is well versed in diversity-related issues and promoting 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 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 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(as of the fiscal year-end)

The executive performance remuneration for the fiscal year under review were decided in accordance with (ii) of the “Policies on personal remunerations for directors and executive officers,” considering the consolidated performance. Accordingly, it was decided to pay amounts equivalent to 15% of the prescribed amount for President and Representative Executive Officer and approximately 25% of the prescribed amount for other executive officers. It was also decided to pay 50% of the prescribed number of stock acquisition rights as remuneration in the form of stock compensation-type stock options in accordance with (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 37
million yen
6 million yen 4million yen 47million yen
Other Executive Officers 13 375
million yen
44million yen 25million yen 444
million yen
Total 14 412
million yen
50million yen 29million yen 492
million yen
  • (Note1)
    Performance-based remuneration for executive officers was determined at a Compensation Committee meeting held on April 10, 2014, and is based on performance during the 89th fiscal period. This compensation was paid on May 23, 2014.
  • (Note2)
    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 28, 2014, and will be based on performance during the 89th fiscal period. The Company will allot the stock options to the respective individuals on June 21, 2014. The total number of stock acquisition rights is 240 and the number of shares subject to the rights is 24,000 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 2014.
  • (Note3)
    In addition to the amounts detailed above, a total of 46 million yen was paid in remuneration to seven directors 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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