Corporate Information
Corporate Governance
INDEX
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
- 1. Board of Directors
- Currently, considering the size, situation, and organizational fluidity of our company, the Board consists of four 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 - The Remuneration Advisory Committee (consisting of four outside directors, including one chairperson, and one inside director) report to the Board of Directors on director compensation.
- 4. Nominating
Advisory Committee - The Nominating Advisory Committee (consisting of four outside directors, including one chairperson, and one inside director) 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 13 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 Representative Director,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), 18 certified public accountants who provide assistance, and 37 other members associated with KPMG AZSA LLC.
3.Directors and Corporate Auditors (As of November 23, 2025)
*Please scroll to the right to view| Name | Current position | Gender | Attendance at meetings of the Board of Directors (Fiscal year ended August 31, 2025) |
Overall corporate management |
Operations | Finance and accounting | Business entrepreneurship and social entrepreneurship |
Technology | International mindset |
Humanities and art |
Sustainability and diversity |
Administration and risk management |
Meetings and Committees | Concurrent positions |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Board of Directors |
Nomination Advisory Committee |
Remuneration Advisory Committee |
Board of Auditors |
||||||||||||||
| Satoshi Shimizu | President & Representative Director |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◎ | ◯ | ◯ |
|
||||
| Hirotaka Takahashi | Member of the Board of Directors and Senior Executive Officer |
|
10/10 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ||||||||
| Takahiro Miyazawa | Member of the Board of Directors and Senior Executive Officer |
|
Newly Appointed | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ||||||||
| Jun Yokohama | Member of the Board of Directors and Senior Executive Officer |
|
Newly Appointed | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ |
|
||||||
| Atsushi Yoshikawa | Independent Director |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◎ | ◯ |
|
|||
| Kumi Ito | Independent Director |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ |
|
||||
| Yuriko Kato | Independent Director |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ |
|
||||||
| Mayuka Yamazaki | Independent Director |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◎ |
|
||||||
| Kazuhiro Higashi | Independent Director |
|
Newly Appointed | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ |
|
||||
| Kei Suzuki | Full-time Corporate Auditor |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◎ | ||||||||
| Kosuke Yamane | Full-time Outside Corporate Auditor |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ | |||||
| Jun Arai | Outside Corporate Auditor |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ |
|
||||||
| Maoko Kikuchi | Outside Corporate Auditor |
|
13/13 (100%) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ◯ |
|
||||||
◎ refers to the chairman of the meeting. 〇 refers to the members attendee.
Takahiro Miyazawa, Jun Yokohama and Kazuhiro Higashi were appointed at the 2025 General Shareholders Meeting.
| Competency | Prerequisite |
|---|---|
| Overall corporate management |
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. |
| Finance and accounting | We have selected expertise in financial and accounting management experience or knowledge 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
-
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:
- Composition of the Board of Directors
- Operation of the Board of Directors
- Enhancement of discussions at Board of Directors meetings
- System supporting the Board of Directors
- Enhancement of relationship with shareholders and other stakeholders
- Other comments
-
The Board secretariat summarized the results of its assessment of directors and corporate auditors using the above questionnaire format and interviews.
-
Based on these results, the Board held discussions on each issue.
Results of the Assessment
-
Summary of Scores
-
(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.
- Composition of the Board of Directors (Average score: 3.9) (Previous assessment: 4.2)
- Operation of the Board of Directors (Average score: 3.6) (Previous assessment: 3.1)
- Enhancement of discussions in the Board of Directors (Average score: 3.5) (Previous assessment: 3.4)
- 4. System supporting the Board of Directors (Average score: 3.9) (Previous assessment: 4.2)
- Enhancement of relationship with shareholders and other stakeholders (Average score: 4.1) (Previous assessment: 3.8)
-
Summary of assessment results
・Based on the results of the above survey and interviews, the overall assessment was that the level generally exceeds the minimum necessary standard.
・Regarding enhancing deliberations, many opinions were received requesting more opportunities for discussion on medium- to long-term management strategies.
・Concerning proposals, there were points raised regarding the need to enhance monitoring functions, such as expanding opportunities to report on the execution status of important matters and implementing comprehensive periodic reports on the execution status after board resolutions.
・While the provision of information to outside directors received some positive evaluation, opinions were expressed that a higher standard should be aimed for to enhance deliberations.
・Regarding operational aspects, while some improvements were noted, delays in distributing materials, along with insufficient content, were still recognized as ongoing challenges.
・Efforts to enhance dialogue opportunities with shareholders and other stakeholders, promote ESG initiatives, and expand non-financial disclosures--including the integrated report--received some recognition for improvements made.
Future Initiatives
Based on the issues identified through the effectiveness evaluation of the Board of Directors, as well as feedback gathered from surveys and interviews, we will take the following measures to further enhance the Board's effectiveness.
-
Enhancing discussions on medium- to long-term management plans and strategies
-
Expanding opportunities for reporting on the execution status of key policies and implementing comprehensive periodic reports on the implementation status of board resolutions
-
Enhancing support for independent directors through measures such as providing advance explanations on important matters and arranging opportunities for site visits
-
Ensuring thorough and timely distribution of board materials in advance
5. Composition, etc., of the Board of Directors
Composition of the Board of Directors
In order to fulfill its roles and responsibilities, the Board of Directors is to be composed of directors with a good balance of sufficient knowledge, experience, and ability, while ensuring diversity, including aspects such as gender, age, and internationality, and maintaining an appropriate size.
Appointment and Term of Directors
Policy for Appointment of Directors
In nominating candidates for the Board of Directors, the Nomination Advisory Committee, of which independent outside directors make up the majority, discusses each candidate's qualifications, taking into consideration their previous experiences, accomplishments, ability to execute tasks, and characters, regardless of social attributes such as gender, age, nationality, or race. 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 Outside Officers
The company has established "Independence Criteria" for outside officers, including independent directors, based on the independence criteria stipulated by financial instrument exchanges.
-
A person who has executed business for the Company or its group companies within the past 10 years.
-
A person who has executed business in a company whose main business partner, is the company (Note 1), or a person who has executed business in a company which is our major customer (Note 2) within the past 10 years.
-
A consultant, accounting expert, or legal expert (limited to those who are corporations, partnerships, or other organizations) who receives monetary or other assets exceeding 10 million yen annually from the Company in addition to remuneration as a director or corporate auditor.
-
The Company's shareholders who directly or indirectly hold 10% or more of our company's total voting rights (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) , either currently or within the past 10 years.
-
A close relative if a person listed in 1. through 5. above (excluding immaterial persons)
-
A person from the company, in which a person from the Company is in charge of as an outside director there.
-
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).
Note 1: Business partners to whom our company made payments exceeding 2% of the partner's consolidated annual sales in the most recent fiscal year.
Note 2: Business partners who made payments exceeding 2% of our company's consolidated annual sales in the most recent fiscal year.
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 Components |
Summary |
|---|---|
| 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 achievement ratio (actual to planned ratio) payment coefficient, multiplied to the base amount for bonus, is determined within a range of 0% to 200% based on the achievement level of the following indicators, consolidated operating profit and ROE(return on equity). These indicators are applied considering the perspective of prioritizing profits from core business operations as well as management efficiency utilizing shareholders' equity. |
|
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. Furthermore, the Remuneration Advisory Committee is composed of three or more directors appointed by resolution of the Board of Directors, with more than half being outside directors and the chairperson selected from among them, ensuring a governance focused structure.
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.
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.
*All cross-shareholdings owned as of the end of the fiscal year ending August 2025 were sold during the fiscal year ending August 2026. Accordingly, we have no cross-shareholdings as of November 21, 2025.
8. Constructive dialogue with shareholders
Constructive dialogue with shareholders
In June 2025, the Company held a small meeting with its Outside Director, and twenty three institutional investors. There was a lively discussion about the state of the board of directors, the progress and challenges of its global growth, and other topics. The Company is strengthening dialogue with shareholders and investors, including outside directors.
Dialogue with Outside Directors and Shareholders
(Institutional Investors)