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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 23, 2018)

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    
Outside Directors

(As of May 23, 2018)

Name Area of responsibility Significant concurrent positions outside the Company
Yukako Uchinaga Director;
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 Director;
Chairman, Compensation Committee Member;
Audit Committee Member
Honorary Advisor of Teijin Limited
Audit & Supervisory Board Member (external) of Daikin Industries, Ltd.
Director of Japan Corporate Governance Network
Takashi Tsukamoto Director;
Audit Committee Member;
Compensation Committee Member
Honorary Advisor of Mizuho Financial Group
Outside Director of Asahi Mutual Life Insurance Company
Outside Audit & Supervisory Board Member of Furukawa Electric Co., Ltd.
Outside Director of Internet Initiative Japan Inc.
Chairman of The Japan-British Society
Kotaro Ohno Director;
Chairman, Audit Committee Member;
Nomination Committee Member
Special Counsel of Mori Hamada & Matsumoto
Outside Audit & Supervisory Board Member of Komatsu Ltd.
Outside Audit & Supervisory Board Menber of ITOCHU Corporation
President of International Civil and Commercial Law Centre Foundation
Peter Child Director;
Nomination Committee Member;
Compensation Committee Member
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Executive Officers

(As of September 21, 2018)

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 Management Strategy
Akio Yoshida Executive Officer Shopping Center Development Business
Soichi Okazaki Executive Officer GMS Business
Motohiro Fujita Executive Officer Supermarket Business
Yuki Habu Executive Officer China Business
Eiji Shibata Executive Officer Merchandising
Masaki Suzuki Executive Officer Financial Services Business
Ippei Nakayama Executive Officer Services & Specialty Store Business
Kahori Miyake Executive Officer CSR & Communication
Hidenori Osano Executive Officer IT
Hiroyuki Watanabe Executive Officer Human Resources and Administration
Administration & Risk Management
Takehiko Saitoh Executive Officer Digital 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
  • 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 0.01% of the Company’s total SG&A expenses.
  • Takashi Tsukamoto held the position of President & CEO of Mizuho Bank, Ltd., a group company of Mizuho Financial Group, Inc. at which he now concurrently serves as Honorary Advisor. However, more than four years have passed since his retirement from Mizuho Bank, Ltd. in 2013, and he currently has no involvement with the execution of business at the said bank. Even though the said bank is one of several principal lenders of the Company, it is not a business partner which has a significant impact on the Company’s decision making. The Company’s borrowings from the said bank at the end of the most recent fiscal year were below 2% of the consolidated total assets of the Company.
  • The Company has transactions with Mori Hamada & Matsumoto of which Kotaro Ohno is Special Counsel. The monies paid to Mori Hamada & Matsumoto represent less than 0.01% of the Company’s total consolidated SG&A expenses, and amount to less than 10 million yen.
  • 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, 2017 - Feb.28, 2018
  Board of Directors Audit Committee Nomination Committee Compensation Committee
Ken Sato 7/7 9/9 - 3/3
Yukako Uchinaga 7/7 8/9 3/3

-

Toru Nagashima 7/7 8/9 1/1 2/2
Takashi Tsukamoto 6/6 - 2/2 2/2
Kotaro Ohno 6/6 6/6 2/2 -

  • (Note)
    The attendance shown for Takashi Tsukamoto and Kotaro Ohno is their attendance after they assumed office as director on May 24, 2017.
     
    For Toru Nagashima, attendance at Nomination Committee refers to attendance until May 24, 2017, while attendance at Compensation
     
    Committee refers to attendance on and after May 24, 2017, when he assumed the position of Compensation Committee Member.
Major activities during FY2017
  • Based on an extensive career and expert knowledge, Ken Sato provided leadership in discussions in risk management as well as enhancing the transparency and objectivity of management. Furthermore, as Chairman of the Audit Committee he led deliberation on agendas for resolutions at the Committee, including monitoring the Company’s internal control systems and auditing the Company’s financial statements.
  • In addition to her broad experience and expertise in IT sector, Yukako Uchinaga is well versed in diversity-related issues and provided leadership in discussions on matters such as promotion of healthy and efficient business management. Furthermore, as Chairman of the Nomination Committee she led deliberation on agendas for resolutions at the Committee, including nominate directors of the Company.
  • Based on his broad experience and wide-ranging insight in global corporate management, Toru Nagashima provided leadership in discussions on matters such as the promotion of global management and enhanced corporate governance. Furthermore, as Chairman of the Compensation Committee he led deliberation on agendas for resolutions at the Committee, including remuneration for directors of the Company.
  • Takashi Tsukamoto has deep insight and ample experience as a manager of a major financial institution, and actively participates in discussions relating to maintenance and improvement of transparency and soundness throughout management as a whole, and improvement of corporate governance.
  • Kotaro Ohno has ample experience and insight with regard to law and compliance, and actively participates in discussions relating to the promotion of compliance management, etc.
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 8 7
Amount paid 121million yen 75million yen
Executive officers (incumbent as of 2017 fiscal year-end)
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
46 million yen 13 million yen 95
million yen
Other Executive Officers 9 237
million yen
179 million yen 63 million yen 480
million yen
Total 10 273
million yen
225 million yen 76 million yen 575
million yen
  • (Note1)
    Remuneration through stock compensation-type stock options for executive officers is projected amounts. The actual amounts will be paid after being resolved at the Compensation Committee meeting and the Board of Directors meeting to be held on May 25, 2018, based on performance during the 93rd fiscal period. In regard to the stock compensation-type stock options, the stock acquisition rights will be allocated on June 21, 2018. The above 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 2018.
  • (Note2)
    In addition to the amounts detailed above, a total of 14 million yen was paid in basic remuneration to 3 executive officers who resigned during 2017 fiscal year.
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