Corporate Information

Corporate Governance

1｜Basic Policy on Corporate Governance

We place a high priority on the creation of a highly transparent management system based on our belief that establishing a management structure and internal control system and improving corporate governance will lead to continuous improvement of our corporate value.

2｜Current status of Corporate Governance System for final decision-making,
and of Managerial Organization for execution of decisions and supervision

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 Committee / Nominating Advisory Committee: 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. 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.
4.Internal Audit Office: The Internal Audit Office, which currently consists of eight members, conducts internal audits. The department audits the status of compliance with internal rules and manuals at stores and headquarters, the appropriateness and effectiveness of overall business activities and procedures, etc. Audit results are regularly reported to the representative directors and the Board of Directors.
5.Accounting Auditor: Financial audits of our company are conducted by a team consisting of two certified public accountants with KPMG AZSA LLC, six assistant certified public accountants, and 18 other members. Thus an environment for fair auditing is established. The team of certified public accountants with KPMG AZSA LLC consists of Ms. Miho Kawabata and Mr. Yosuke Sato.
6.Advisory Board: The Advisory Board, consisting of company executives as well as frontline employees, meets to discuss and make policy on the path MUJI should take based on its founding philosophy and sense of incongruity with society.

3｜Board Meeting Attendance

Board Meeting Attendance for FY2022 *horizontal scroll to view full table

As of Nov 23, 2022
	Members				Meeting / Committee Structure				Attendance (FY2022)
	Name	Current Position	Gender	Tenure	Board of Directors	Nominating Advisory Committee	Remuneration Advisory Committee	Board of Auditors	Board of Directors	Nominating Advisory Committee	Remuneration Advisory Committee	Board of Auditors
Director	Masaaki Kanai	Chairman and Representative Director	Male	22 years and 6 months	◯	◯	◯		16/16	9/9	6/6
	Nobuo Domae	President and Representative Director	Male	3 years and 6 months	◎	◯	◯		16/16	9/9	6/6
	Satoshi Shimizu	Executive Vice President and Director	Male	7 years and 6 months	◯				16/16
	Masayoshi Yagyu	Outside Director (Independent)	Male	6 years and 6 months	◯	◎	◯		16/16	8/9	6/6
	Atsushi Yoshikawa	Outside Director (Independent)	Male	4 years and 6 months	◯	◯	◎		16/16	9/9	6/6
	Kumi Ito	Outside Director (Independent)	Female	Newly Appointed^※1	◯	◯	◯		-	-	-
	Yuriko Kato	Outside Director (Independent)	Female	Newly Appointed^※1	◯	◯	◯		-	-	-
	Mayuka Yamazaki	Outside Director (Independent)	Female	Newly Appointed^※1	◯	◯	◯		-	-	-
Auditor	Kei Suzuki	Full-time Corporate Auditor	Male	1 year	◯			◎	13/13^※2			11/11^※2
	Kosuke Yamane	Full-time Outside Corporate Auditor (Independent)	Male	Newly Appointed^※1	◯			◯	-			-
	Masaru Hattori	Outside Corporate Auditor (Independent)	Male	14 years and 6 months	◯			◯	16/16			16/16
	Jun Arai	Outside Corporate Auditor (Independent)	Male	2 years and 6 months	◯			◯	15/16			16/16
total					12	7	7	4

◎ refers to the chairman of the meeting. 〇 refers to the members attendee.

*1 Appointed at the 2022 General Shareholders Meeting.