Board of Directors and Executive Officers

Directors

  • Positions and areas of responsibilities of the above candidates for director are as of this General Meeting of Shareholders.

(As of Aug 31, 2021)

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 Co.,Ltd.
Director of AEON KYUSHU Co., Ltd.
Director of Aeon Retail Co., Ltd.
Akinori Yamashita Audit & Supervisory Board Member of Aeon Retail Co., Ltd.

Outside Directors

(As of Aug 31, 2021)

Name Area of responsibility Significant concurrent positions outside the Company
Takashi Tsukamoto Director;
Audit Committee Member;
Chairman of the Compensation Committee
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 of the Audit Committee;
Chairman of the Nomination Committee
Special Counsel of Mori Hamada & Matsumoto
Outside Audit & Supervisory Board Member of Komatsu Ltd.
President of International Civil and Commercial Law Centre Foundation
Peter Child Director;
Nomination Committee Member;
Compensation Committee Member
Independent Director and Chairman of the Board of Board Director of Maisons du Monde.
Carrie Yu Director;
Audit Committee Member
Senior Advisor of PwC Hong Kong

Executive Officers

(As of Mar. 1, 2021)

Name Position Area of responsibility
Motoya Okada Chairman and Representative Executive Officer  
Akio Yoshida President and Representative Executive Officer  
Akinori Yamashita Executive Vice President and Representative Executive Officer Finance and Business Management
Motohiro Fujita Executive Vice President and Representative Executive Officer Supermarket Business
Yuki Habu Executive Vice President and Executive Officer Digital Business
Soichi Okazaki Executive Officer Asean Business
Hiroyuki Watanabe Executive Officer Chief Human Resources Officer,
Administration & Risk Management
Manabu Oike Executive Officer DS Business
Yasuo Nishitohge Executive Officer Merchandise

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 Honorary Advisor. However, more than six 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 is registered as a corporate member of International Civil and Commercial Law Centre Foundation of which Kotaro Ohno is President. In addition, the Company has transactions with Mori Hamada & Matsumoto of which Kotaro Ohno is Special Counsel. The monies paid to International Civil and Commercial Law Centre Foundation or Mori Hamada & Matsumoto represent less than 0.1% of the Company’s total consolidated SG&A expenses.
  • 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.
  • 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, 2020- Feb.28, 2021
  Board of Directors Audit Committee Nomination Committee Compensation Committee
Takashi Tsukamoto 7/7 9/9 3/3
Kotaro Ohno 7/7 9/9 3/3
Peter Child 7/7 3/3 3/3
Carrie Yu 6/6 6/6
(Note) The attendance shown for Carrie Yu is her attendance after she assumed office as director on May 22, 2020.

Major activities during FY2020

  • Takashi Tsukamoto has ample experience and deep insight 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. Furthermore, as Chairman of the Compensation Committee, he led deliberation on individual remunerations, etc.
  • 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. 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, as Chairman of the Nomination Committee, he led necessary deliberation on the details of the proposal for the election of directors to be resolved at the general meeting of shareholders.
  • Peter Child has expertise in the retail sector gained primarily from serving as a leader of consumer goods and retail group at a major consulting firm, and actively participates in discussions relating to matters such as promotion of global management.
  • Carrie Yu belongs to professional accounting bodies in the UK, Canada and Hong Kong. She has international expertise in accounting and the retail sector gained primarily from serving as a leader of retail and consumer group in Asia Pacific.

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.

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

  • ・Based on the basic philosophy, with its ever-lasting innovative spirit, the Company’s directors and executive officers will contribute to the sustainable growth of the Group, boldly rising to the challenges.
  • ・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

  1. i. The remuneration structure shall be highly fair so that it will be understood and endorsed by customers, employees, and shareholders, and shall be decided using transparent, appropriate criteria.
  2. 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.
  3. iii. Remuneration shall be at a level that leads to security and maintenance of the human resources responsible for the Group’s management.
  4. 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

  1. i. Basic remuneration shall be paid to directors.
  2. ii. Remuneration to directors shall not be paid for directors who concurrently perform executive duties.

c. Remuneration to executive officers

  1. i. Basic remuneration
    It shall be determined in accordance with their individual evaluation within the standard amounts set for each position.
  2. ii. Performance-based remuneration
    The percentage weight of the performance-based remuneration of executive officers to the total monetary remuneration (basic remuneration + performancebased remuneration) shall be to the extent from 30% to 50%.
  3. 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 the moral and motivation to continuously improve performance and increase corporate value. Such shall be done by strengthening the linkage between the stock price and performance with the remuneration. The number of subscription rights to shares granted shall be determined according to the standard number for each position.
  4. iv. Composition of performance-linked remuneration
    Performance-based remuneration and the share compensation-type stock options shall be composed of corporate performance-based remuneration and personal performance-based remuneration, where corporate performance-based remuneration is 50% and personal performance-based remuneration is 50%. For Chairman and Representative Executive Officer, and President and Representative Executive Officer, however, such remuneration will be corporate performancebased remuneration only.
    1. a. Corporate performance-based remuneration
      It shall be determined by calculating from the multiple based on the degree of achievement in AEON’s consolidated performance to the standard amounts set and the number of stock options allocated for each position in consideration of the overall performance.
    2. b. Personal performance-based remuneration
      It shall be determined by calculating from the multiple based on the performance of each department and the evaluation of the individual performance based on the degree of achievement of the management target to the standard amounts set and the number of stock options allocated for each position.
  5. v. Indicators for performance-linked 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-linked remuneration shall be 100% of the standard amount if the targets set at the beginning of the business year are achieved. This payment ratio is adjusted based on business performance and individual evaluation in the relevant fiscal year.

5) Actual performance-linked remuneration

  1. Based on the consolidated performance for FY2020 and the results of the performance evaluation of each executive officer during the year under review by the Chairman and Representative Executive Officer, the remuneration is proposed to the Compensation Committee, which deliberates on and determines the remuneration. Despite the unique situation in the fiscal year under review, the payment ratio for corporate performance-based remuneration was 0% based on the result of deliberations by the Compensation Committee.

Total remunerations paid to the Company’s directors and executive officers

Directors

Basic remuneration based on Compensation Committee resolutions of which, outside directors
Number of persons paid 7 6
Amount paid 76million yen 65million yen

Executive officers (incumbent as of 2020 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
Chairman and Representative Executive Officer Motoya Okada 1 40 million yen 0 million yen 0 million yen 40 million yen
President and Representative Executive Officer Akio Yoshida 1 40 million yen 0 million yen 0 million yen 40 million yen
Executive Vice President and Executive Officers (includes Representative Executive Officers) 2 65 million yen 19 million yen 13 million yen 98 million yen
Executive officers 4 104 million yen 25 million yen 19 million yen 149 million yen
Total 8 252 million yen 44 million yen 32 million yen 329 million yen
(Note) Remuneration through share compensation-type stock options for executive officers was resolved at the Compensation Committee meeting and the Board of Directors meeting held on April 9, 2021, based on performance during the 96th business year. In regard to the share compensation-type stock options, the subscription rights to shares will be allocated on June 21, 2021. The above amounts to be allocated are calculated based on the closing price of the Company’s share on the Tokyo Stock Exchange on or around the last day of February 2021.

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, it has set up a Compensation Committee, in which outside directors form a majority of committee members, and the Compensation Committee deliberates on and determines the remuneration. 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 for determining the amounts of remuneration for directors and executive officers during the fiscal year under review were as follows.
April 10, 2020 FY2020 Deliberation on and resolution of prescribed amounts of personal basic remuneration and performance-based remuneration for executive officers
May 22, 2020 FY2020 Deliberation on and resolution of basic remuneration for outside directors FY2020 Deliberation on and resolution of the number of share compensation-type stock options to allocate
February 10, 2021 FY2020 Payment standards of performance-based remuneration for executive officers
April 9, 2021 FY2020 Deliberation on and resolution of payment amount of performance-based remuneration for executive officers FY2020 Deliberation on and resolution of the issuance of share compensation-type stock options
Revision of internal regulations regarding remuneration for directors and executive officers

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