Board of Directors and Executive Officers
Directors
(As of May 26, 2023)
| Name | Area of responsibility | Significant concurrent positions outside the Company |
|---|---|---|
| Motoya Okada | Chairman of the Board; 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 of KUSURI NO AOKI HOLDINGS CO., LTD. |
| Akio Yoshida | Director of AEON Hokkaido Corporation Director of AEON KYUSHU Co., Ltd. Director of AEON Retail Co., Ltd. Director of CAN DO CO., LTD. |
|
| Yuki Habu |
Outside Directors
(As of July 1, 2023)
| Name | Area of responsibility | Significant concurrent positions outside the Company |
|---|---|---|
| Takashi Tsukamoto | Director; Chairman of the Nomination Committee; Chairman of the Compensation Committee; Audit Committee Member |
Senior Advisor of Mizuho Financial Group, Inc. Outside Director of Asahi Mutual Life Insurance Company Outside Director of Furukawa Electric Co., Ltd. Outside Director of Internet Initiative Japan Inc. Chairman of The Japan-British Society |
| Peter Child | Director; Nomination Committee Member; Compensation Committee Member |
|
| Carrie Yu | Director; Audit Committee Member |
Senior Advisor of PwC Hong Kong |
| Makoto Hayashi | Director; Chairman of the Audit Committee |
Special Counsel of Mori Hamada & Matsumoto |
Executive Officers
(As of April 17, 2024)
| Name | Position | Area of responsibility |
|---|---|---|
| Motoya Okada | Chairman and Representative Executive Officer | |
| Akio Yoshida | President and Representative Executive Officer | |
| Yuki Habu | Executive Vice President and Executive Officer | Digital Business |
| Hiroyuki Watanabe | Executive Vice President and Executive Officer | Human Resources and AEON Living Zone Promotion, Supervisor of Risk Management |
| Mitsuko Tsuchiya | Executive Vice President and Executive Officer | Merchandising |
| Takemi Ide | Executive Officer | GMS Business |
| Keiji Kamio | Executive Officer | Supermarket Business |
| Manabu Oike | Executive Officer | Discount Store Business |
| Soichi Okazaki | Executive Officer | ASEAN Business |
| Motoyuki Shikata | Executive Officer | Strategy |
| Tsukasa Ojima | Executive Officer | Business Development and Branding |
| Hiroaki Egawa | Executive Officer | Finance and Business Management |
| Daisuke Tezuka | Executive Officer | Logistics |
| Toshiya Goto | Executive Officer | China Business |
| Yasuyuki Furusawa | Executive Officer | Vietnam Business |
| Naoya Okada | Executive Officer | Malaysia Business |
Items Related to Outside Directors
Significant concurrent positions held at other organizations and the relationships between these organizations and the Company
- 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 Senior Advisor. However, more than nine 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.
- Peter Child has served as Senior Partner at multiple branch offices of McKinsey & Co., and the Company has transactions with the said company. The monies paid to McKinsey & Co. represent less than 0.1% of the Company’s total consolidated SG&A expenses.
- Carrie Yu serves as a senior advisor for PricewaterhouseCoopers (PwC) Hong Kong, and the Company has transactions with PwC’s member firm, PwC Tax Japan. However, the monies paid to PwC Tax Japan represent less than 0.1% of the Company's total consolidated SG&A expenses.
- Makoto Hayashi serves as a Special Counsel of Mori Hamada & Matsumoto. However, the monies paid to Mori Hamada & Matsumoto represent less than 0.1% of the Company's total consolidated SG&A expenses.
Attendance at Board/Committee meetings (attendances/meetings)
| Board of Directors | Audit Committee | Nomination Committee | Compensation Committee | |
|---|---|---|---|---|
| Takashi Tsukamoto | 7/7 | 9/9 | – | 3/3 |
| Peter Child | 7/7 | – | 3/3 | 3/3 |
| Carrie Yu | 7/7 | 9/9 | – | – |
| Makoto Hayashi | – | – | – | – |
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.
Summary of Directors and Officers Liability Insurance Contract
a. Scope of insureds
- ・Directors and executive officer of the Company, and directors, Audit & Supervisory Board Members, executive officers, etc., of certain domestic subsidiaries
b. Summary of the insurance contract
- ・The Company has entered into a directors and officers liability insurance contract (“D&O insurance policy”) with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. In addition to the Company-borne costs for compensation for securities related damages, litigation costs, costs for internal investigation when incidents of inappropriate conduct arise, the D&O insurance policy covers, costs for compensation for damages and litigation costs incurred by the insured persons arising from claims for compensation of damages arising from actions (including negligence) carried out pursuant to the company position of the relevant director or officer.
However, the D&O insurance policy has an established excess amount, whereby damages within that excess are not covered by the policy. Insurance premiums are paid in full by the Company.
Policies on Personal Remuneration for Directors and Executive Officers
The basic policy of the remuneration system and the details of remuneration for officers of the Company shall be determined by the Compensation Committee where outside directors hold the majority and one serves as chairman for the purpose of high transparency and objectivity.
a. Remuneration policy
Philosophy and purpose of remuneration structure
- ・Based on the basic philosophy, as a corporate group that is constantly innovating, the Company’s directors and executive officers will take on challenges without fear of risk and contribute to the sustainable growth of the Group.
- ・The Company’s directors and executive officers receive remuneration based on their roles as directors and executive officers and degree of achievement of the management target.
Remuneration structure basic policy
- i. The remuneration structure shall be highly fair and easy to understand so that it will be understood and endorsed by customers, employees, and shareholders, and shall be decided using transparent with ensuring fairness, appropriate criteria.
- ii. The structure shall link remuneration with the medium- to long-term management strategy and performance of the Group which will create strong incentives toward the execution of the management strategy.
- iii. Remuneration shall be at a level that leads to security and maintenance of the human resources responsible for the Group’s management.
- iv. The remuneration structure and levels shall be revised appropriately as needed based on economic and social conditions and the Group’s management environment and performance.
b. Remuneration to directors
- i. Basic remuneration shall be paid to directors.
- ii. Remuneration to directors shall not be paid for directors who concurrently perform executive duties.
c. Remuneration to executive officers
- i. Basic remuneration
It shall be determined based on individual evaluation within the standard amount set for each position. - ii. Performance-based remuneration
The percentage weight of the performance-based remuneration of executive officers to the total monetary remuneration (basic remuneration + performance-based remuneration) shall be to the extent from 30% to 50%. - iii. Share compensation-type stock options
Share compensation-type stock options shall be granted in the form of subscription rights to shares for the purpose of enhancing morale and motivation to continuously improve performance and increase corporate value.
The number of subscription rights to shares granted shall be determined based on the standard number of stock acquisition rights by position. - iv. Composition of performance-based remuneration
Performance-based remuneration and share compensation-type stock options shall consist of company-wide performance-based remuneration and individual performance-based remuneration.
For Representative Executive Officers, however, such remuneration will be corporate performance-based remuneration only.
- Corporate performance-based remuneration
It shall be determined against the standard amount and number of shares to be allotted for each position with a coefficient based on the rate of achievement of consolidated performance comprehensively. - Personal performance-based remuneration
It shall be determined against the standard amount and number of shares to be allotted for each position with a coefficient based on an individual evaluation of departmental performance and achievement of management targets.
- Corporate performance-based remuneration
- v. Indicators for performance-based remuneration
The main indicator for the payment of performance-based remuneration and share compensation-type stock options shall be the degree of achievement with regard to consolidated ordinary profit, as an overall pointer to profitability.
The payment ratio that is applied to the performance-based remuneration shall be 100% of the standard amount if the targets set at the beginning of the business year are achieved. This payment ratio shall vary within the range of 0% to 200% based on business performance and individual evaluation in the relevant fiscal year.
The results for the current fiscal year were discussed and decided by the Compensation Committee based on consolidated ordinary profit of 203.6 billion yen.
Details of Compensation Committee Activities during the Process of Determining the Amounts of Remuneration, etc. for Directors and Executive Officers
As the Company is a company with a nomination committee and other committees,
the content of individual remuneration, etc. for directors and executive officers is deliberated and determined
based on the basic policy and calculation method for the remuneration system determined by the Compensation Committee,
in which the chairperson is an outside director and outside directors form a majority of committee members.
The procedure and content of this deliberation and determination is deemed to have been in accordance with the determination policy.
From the standpoint of ensuring objectivity and transparency, the Compensation Committee reports the remuneration determined
for directors and executive officers to the Board of Directors.
The activities of the Compensation Committee in determining the amount of remuneration determined for directors and executive officers for FY2022 are as follows,
The activities of the Compensation Committee in determining the amount of remuneration determined for directors and executive officers for FY2022 are as follows,
| April 8, 2022 | Deliberation and resolution on performance-based remuneration to Executive Officers for FY2021 Deliberation and resolution to issue stock options for stock-based compensation for FY2021 Deliberation and resolution amount of base and performance compensation stipulated for each individual executive officer for FY2022 Consideration of executive compensation level |
|---|---|
| May 25, 2022 | Deliberation and resolution on base compensation for outside directors for FY2022 Deliberation and resolution on the number of stock compensation-type stock options granted for FY2022 |
| July 6, 2022 October 5, 2022 January 13, 2023 |
Deliberation of the revision of the executive compensation system |
| February 10, 2023 | Deliberation and resolution of the revision of the executive compensation system |
| April 12, 2023 | Deliberation and resolution on performance-based remuneration to Executive Officers for FY2022 Deliberation and resolution to issue stock options for stock-based compensation for FY2022 Deliberation and resolution amount of base and performance compensation stipulated for each individual executive officer for FY2023 |
Amounts of Remuneration for Directors and Executive Officers
1. Total amount of remunerations, etc. for each classification officer of the company, total amount of remunerations, etc. by type, and number of officers
| Classification | Total amount of remuneration (Millions of yen) | Basic remuneration (Millions of yen) | Share compensation-type stock options (Millions of yen) | Performance-based remuneration (Millions of yen) | Number of officers |
|---|---|---|---|---|---|
| Directors (Excluding Outside Directors) |
- | - | - | - | - |
| Executive Officers | 677 | 397 | 99 | 181 | 15 |
| Outside Directors | 60 | 60 | - | - | 4 |
2. Total amount of consolidated remuneration, etc. for each officer of the Company
Not listed because there is no person whose total amount of consolidated remuneration, etc. is 100 million yen or more.