Corporate Information

Corporate Governance


1. Basic Policy

The creation of a highly transparent management system is a high priority based on our belief that establishing an effective management structure and internal control system and improving corporate governance will lead to continuous improvement of corporate value. In addition, we strive to maintain and develop good relationships with all stakeholders (shareholders, customers, employees, society, and partner companies), and to proactively disclose information in a timely manner.

2. Corporate Governance System

Corporate Governance System
1. Board of Directors
Currently, considering the size, situation, and organizational fluidity of our company, the Board consists of three directors within the company and five directors outside the company, who were appointed as independent directors. We report to TSE about independent directors. The supervisory and managerial functions of the Board of Directors and executives respectively are clearly stipulated. We delegate the authority, including reviews of the board system and decision-making systems as appropriate, in order to hasten the implementation of processes.
2. Board of Auditors
Our company appoints internal and external auditors to the Board of Auditors which currently consists of four members (including two full-time corporate auditors). Three are external auditors in accordance with rules stipulated by the Tokyo Stock Exchange and reports to the TSE. The Board of Auditors audits the directors' performance through Board meetings and inspecting important documents. In addition, the Board of Auditors regularly liaises with the Internal Audit Office, which conducts internal audits, and with the accounting auditor for accountancy.
3. Remuneration Advisory
The Remuneration Advisory Committee (consisting of five outside directors, including one chairperson, and two inside directors) report to the Board of Directors on director compensation.
4. Nominating
Advisory Committee
The Nominating Advisory Committee (consisting of five outside directors, including one chairperson, and two inside directors) reports to the Board of Directors on the election of directors.
5. Executive Advisory Committee
This committee is composed of members of the Board of Directors, and is a forum for discussion and exchange of opinions on medium- and long-term management strategies as well as a forum for ensuring adequate prior discussion of agenda items at Board meetings.
6. Internal Audit Office
The Internal Audit Office, which currently comprises eight members, conducts internal audits. This office audits the status of compliance with internal rules and manuals at stores and headquarters, and the appropriateness and effectiveness of overall business activities and procedures. Audit results are reported to the Board of Directors and the Board of Auditors.
7. Accounting Auditor
As for financial audits, we have created an environment that facilitates fair auditing with a team comprising two certified public accountants (Mr. Hirotaka Nakata and Mr. Yosuke Sato), 11 certified public accountants who provide assistance, and 15 other members associated with KPMG AZSA LLC.

3.Directors and Corporate Auditors (As of November 23, 2023)

*Please scroll to the right to view
Name Current position Gender Attendance at meetings of
the Board of Directors
(Fiscal year ended August 31, 2023)
Overall corporate
Operations Business
and social
Technology International
and art
and diversity
and risk management
Meetings and Committees Concurrent
Board of
Board of
Masaaki Kanai Chairman &
  • Outside Director and Audit and Supervisory
    Committee Member, Members Co., Ltd.
Nobuo Domae President &
  • President & Representative Director, MUJI HOUSE Co., Ltd
  • Outside Director, Monex Group, Inc.
  • Scholarship Director, Coop Sapporo
Satoshi Shimizu Executive Vice
President &
Masayoshi Yagyu Outside Director (Independent)
  • Outside Director, Chubu Electric Power Grid Co., Inc.
Atsushi Yoshikawa Outside Director (Independent)
  • Director and Member of Audit and Supervisory Committee, Asset Management One Co., Ltd.
Kumi Ito Outside Director (Independent)
  • Outside Director, SOMPO Holdings, Inc.
  • Outside Director, Fuji Furukawa Engineering & Construction Co., Ltd.
  • Outside Director, True Data Inc.
  • Executive Director, Tsukuba University
  • Managing Partner, Office KITO GK
Yuriko Kato Outside Director (Independent)
  • President & Representative Director, M2 Labo. Inc.
  • President & Representative Director, Vegibus Inc.
  • Outside Director, Shizuoka Gas Co., Ltd.
Mayuka Yamazaki Outside Director (Independent)
  • Outside Director and Audit and Supervisory Committee Member, M3, Inc.
  • Outside Director, RENOVA Inc.
Kei Suzuki Full-time Corporate
Kosuke Yamane Full-time Outside
Corporate Auditor (Independent)
Jun Arai Outside Corporate
Auditor (Independent)
  • Outside Director, Sumitomo Mitsui DS Asset Management Company, Limited
Maoko Kikuchi Outside Corporate
Auditor (Independent)
Newly Appointed
  • Outside Director; MITSUI-SOKO HOLDINGS Co., Ltd.
  • Outside Director; Hitachi Construction Machinery Co., Ltd.
  • Managing Partner; Compass International Law Office

◎ refers to the chairman of the meeting. 〇 refers to the members attendee.
Maoko Kikuchi was appointed at the 2023 General Shareholders Meeting.
For Kumi Ito, Yuriko Kato, and Mayuka Yamazaki, the number of meetings and attendance at meetings of the Board of is after their appointment as directors on November 23, 2022.
For Kosuke Yamane, the number of meetings and attendance at meetings of the Board of is after their appointment as auditor on November 23, 2022.

Ratio of Outside Directors to All Directors​

Outside directors account for 5 out of 8 directors, 62.5% of all directors

Ratio of Female Directors to All Directors

3 out of 8 directors are women, accounting for 37.5% of all directors
Competency Prerequisite
Overall corporate
The Board of Directors needs to make decisions after engaging in frank discussions of medium- to long-term strategies. We have therefore selected diverse knowledge of corporate management that is not limited to a particular industry as a prerequisite.
Operations Stores are central to our business, and effective operations and expansion are central to our competitiveness. We have therefore selected knowledge about operations in the retail, distribution and manufacturing industries as prerequisites.
Business entrepreneurship
and social entrepreneurship
We have selected knowledge about business entrepreneurship and social entrepreneurship as prerequisites for achieving our corporate purpose.
Technology We aim to create services that make good use of technology as a tool and improve convenience for our stakeholders. We have therefore selected knowledge about digital and technology management as a prerequisite.
International mindset Achieving our corporate purpose requires us to contribute to various countries and regions around the world through future store development and product manufacturing. We have therefore selected knowledge that includes experience in an international environment as a prerequisite.
Humanities and art We have selected understanding of the culture and history of the countries and regions we serve and knowledge of art and design as prerequisites for achieving our corporate purpose.
Sustainability and diversity We position achieving sustainability and diversity at the center of our business activities in order to achieve our corporate purpose. We have therefore selected an understanding of social issues such as sustainability and diversity and a strong desire to address those issues as prerequisites.
Administration and risk management We have selected knowledge of personnel and labor affairs, finance, legal affairs and risk management as prerequisites for achieving our corporate purpose.

4. Assessment of Effectiveness of the Board of Directors

The Board of Directors conducted an analysis and assessment of the Board's effectiveness based on the corporate governance policy set by the Company. The results of that assessment are summarized below.

Summary of Assessment Process

  1. The Board of Directors set the following evaluation categories it believes are necessary for assessment of the Board's effectiveness and conducted a survey of and interviews with directors and corporate auditors.

    Evaluation categories in the questionnaire:

    1. Composition of the Board of Directors
    2. Operation of the Board of Directors
    3. Enhancement of discussions at Board of Directors meetings
    4. System supporting the Board of Directors
    5. Enhancement of relationship with shareholders and other stakeholders
    6. Other comments
  2. The Board secretariat summarized the results of its assessment of directors and corporate auditors using the above questionnaire format and interviews.

  3. Based on these results, the Board held discussions on each issue.

Results of the Assessment

  1. Summary of Scores

  2. (Average score for each category)

    Note:Assessment scores are set on a scale of 1 to 5, with "1" meaning improvement necessary, "3" meaning the minimum necessary level,and "5" meaning adequate.

    1. Composition of the Board of Directors (Average score: 4.4) (Previous assessment: 3.4)
    2. Operation of the Board of Directors (Average score: 3.4) (Previous assessment: 3.4)
    3. Enhancement of discussions in the Board of Directors (Average score: 3.6) (Previous assessment: 3.6)
    4. System supporting the Board of Directors (Average score: 3.7) (Previous assessment: 3.2)
    5. Enhancement of relationship with shareholders and other stakeholders (Average score: 3.8) (Previous assessment: 3.5)

Future Initiatives

5. Policy for Appointment and Dismissal of Directors

Policy for Appointment of Officers

In nominating directors, the Nomination Advisory Committee, of which independent outside directors make up the majority, discusses each candidate's qualifications, taking into consideration their previous experience, accomplishments, ability to execute tasks, and character, and reports its recommendations to the Board of Directors. In addition, when nominating outside director candidates, we select management professionals who have experience, accomplishments, and knowledge in their respective fields. The nomination is discussed by the Nomination Advisory Committee, taking into consideration the candidate's ability to provide opinions and judgments that will contribute to enhancement of the Company's medium- to long-term corporate value, and is then reported to the Board of Directors.

Number and Term of Directors

The Company's Articles of Incorporation stipulate that the number of directors shall be no more than 11. For the term of directors, a proposal to shorten the term from two years to one year was approved at the General Meeting of Shareholders held in November 2021, for the purpose of clarifying the management responsibilities of directors and creating a management structure that enables us to respond quickly to changes in the business environment.

Support and Training Policy for Outside Directors and Outside Corporate Auditors

Support System for Outside Directors and Outside Corporate Auditors

There is no specific person or division in charge of the support system for outside directors and outside corporate auditors, but the Corporate Planning Division provides information, including distributing the agenda of Board of Directors meetings in advance, and the General Affairs Division assists outside auditors in the execution of their duties.
We conduct "Executive Sessions" with outside directors as individual informal meetings with executive officers to improve information sharing with outside directors. In addition, we have enhanced support for the smooth operation of the Board of Directors by introducing a cloud-based Board management tool to improve the security of confidential information and enhance overall efficiency.

Training Policy

We encourage directors and corporate auditors to learn about matters such as the responsibilities, duties and legal risks of officers, and to work on self-improvement such as acquiring business knowledge of the operations they supervise. External training is also provided as necessary.

Independence Criteria for Independence Outside Directors

The Company has established "Independence Criteria" based on the independence criteria stipulated by financial instrument exchanges. The Company's five independent outside directors provide candid and active opinions at meetings of the Board of Directors as management experts with experience in corporate management, and supervise management from an independent standpoint.

<Independence Criteria>

  1. A person who has executed business for the Company or its subsidiaries.

  2. A person who has executed business for the Company's parent company.

  3. A person who has executed business for the fellow company of the Company.

  4. A person who has executed business in a company whose main business partner is the company, or a person who has executed business in a company which is our major customer.

  5. A consultant, accounting expert, or legal expert (limited to those who are corporations, partnerships, or other organizations) who receives significant remuneration or other assets from the Company in addition to remuneration as a director or corporate auditor.

  6. The Company's major shareholders (if a principle shareholder is a legal entity, a person who executes business, etc. (meaning a person who has or had executed business for the Company)

  7. A close relative if a person listed in 1. through 6. above (excluding immaterial persons)

  8. A person who belongs or belonged to the Company's business partner (a person who executes business or a person who has executed business at any time within the past 10 years).

  9. A person from the company, in which a person from the Company is in charge of as an outside director there.

  10. A person who has received a donation from the Company (if donation recipient is a corporation, partnership, or other organization, a person who has belonged there or a person equivalent thereto).

6. Executive Remuneration System

Policy for Determining Executive Remuneration

To enhance corporate value, remuneration of the Company's directors consists of three types: payment of base compensation, which is a fixed amount (according to the director's position) within the total remuneration limits set by the General Meeting of Shareholders; payment of performance-based bonuses as a short-term incentive linked to the Company's performance; and non-monetary compensation as a long-term incentive to continuously increase long-term corporate value and shareholder value.
Remuneration of outside directors and corporate auditors consists solely of base compensation, and there are no components that fluctuate with performance. In addition, no executive retirement benefit system is available.

Compensation Structure and
Monetary compensation/
Base compensation
The base compensation of the Company's directors is determined based on each director's position, and by the Board of Directors pursuant to the deliberations of the Remuneration Advisory Committee
Monetary compensation/
Performance-based bonuses
(Excluding outside directors and outside corporate auditors)
The coefficient for determining bonuses is calculated (from the perspective of pursuing profit in core businesses) by modifying the base bonus using the ratio of actual to planned consolidated operating profit. It ranges from 0% to 200%.
Non-monetary compensation/
(Excluding outside directors and outside corporate auditors)
Non-monetary compensation is in the form of grants of restricted shares that vest upon retirement. Base grants are determined in relation to achievements in areas such as ESG that have long-term significance, and vary from 30% to 100% according to director position.

Determination Process

Chaired by an outside director, the Remuneration Advisory Committee determines director compensation. The committee deliberates on monetary and non-monetary compensation for each director individually, and is committed to transparency, validity and objectivity. Its reports are referred to in Board resolutions. The Remuneration Advisory Committee consists of seven members, of which five are outside directors. Having a majority of outside directors ensures thorough governance.

Ratio by Type of Compensation

The ratio of performance-linked compensation for directors of the Company increases the higher the position.
The ratio of base compensation, performance-based bonuses, and non-monetary compensation, etc., is shown in the table below assuming 100% of the target is achieved.
In addition, short-term incentive performance-based bonuses range from 0% to 200%, depending on the level of achievement. The percentage of long-term incentive non-monetary compensation varies from 30% to 100% depending on the level of target achievement.

Ratio by Type of Compensation

7. About Cross-Shareholdings

About Cross-Shareholdings

Ryohin Keikaku's policy is to sell cross-shareholdings in principle, and the Board of Directors receives reports on the reduction of cross- shareholdings every year.
In exercising voting rights of shares held as cross-shareholdings, we vote appropriately after judging the pros and cons of each proposal. We comprehensively examine factors such as whether the proposal will contribute to enhancement of the investee company's corporate value, whether it will contribute to enhancement of the Ryohin Keikaku Group's sustainable growth and medium- to long-term corporate value, and whether it conforms to the purpose of holding the shares.

About Cross-Shareholdings

8. Constructive dialogue with shareholders

Constructive dialogue with shareholders

In June 2024, the Company held a small meeting with its Outside Director, and eight institutional investors. There was a lively discussion about the state of the board of directors, the progress and challenges of its medium-term management plan, and other topics. The Company is strengthening dialogue with shareholders and investors, including outside directors.

Constructive dialogue with shareholder

Dialogue with Outside Directors and Shareholders
(Institutional Investors)

Constructive dialogue with shareholder