Corporate Governance System
- 1. Corporate Governance System
- 2. Institutional design
- 3. Reasons for Appointment and Expertise
- 4. Initiatives to Strengthen Corporate Governance System
- 5. Support System and Training Policy for Directors
(including Audit and Supervisory Committee Members)
Corporate Governance System
Institutional Design
Reasons for Adoption of Current Corporate Governance System
We believe that dynamic and practical decision-making and business execution as well as working to enhance the monitoring function of the Board of Directors of are critical to earning the trust and meeting the expectations of stakeholders.
Therefore, we are working to further enhance corporate governance by strengthening the supervisory functions of the Board of Directors as a company with an audit and supervisory committee. Together with this, we are promoting the rapid implementation of growth strategies by delegating to the Board of Directors important decisions on business execution.
Our reasons for establishing the Audit and Supervisory Committee to enable the full-time Internal Directors who also serve as Audit and Supervisory Committee Members to gather internal information that contributes to audits and share that information with Independent Outside Directors who also serve as Audit and Supervisory Committee Members through Audit and Supervisory Committee. Furthermore, this enables to ensure the effectiveness of organizational audits through close cooperation with the internal audit department. Furthermore, from the perspective of monitoring functions of the Board of Directors, Independent Outside Directors who are also attorneys or CPAs providing their expert opinions with the Board of Directors contribute to appropriate deliberations and the supervision of business execution by the Board of Directors.
Our current corporate governance structure is based on having a Board of Directors and an Audit and Supervisory Committee as a company with an audit and supervisory committee. The Board of Directors consists of three Internal Directors and five Outside Directors (of which, four are independent Outside Directors) to which we have added three Directors who also serve as Audit and Supervisory Committee members (two independent Outside Directors and one Inside Director). The Audit and Supervisory Committee consists of those three Directors who also serve as Audit and Supervisory Committee members.
In addition, we have established the Nomination and Compensation Advisory Committee (the majority of whose members, including the chair, are independent Outside Directors) as a discretionary advisory body to the Board of Directors. This committee deliberates and reports on the selection of officers, succession plans, the formulation of compensation plans for Directors and other matters. Furthermore, we have established the Sustainability Committee to contribute to a sustainable society and thereby increase our corporate value. This committee deliberates and reports on important issues in sustainability management. We believe that the adoption of this structure will lead to highly transparent and sound management.
Roles
- Board of Directors
- A meeting body that makes decisions on legally mandated matters related to the management of Fuji Oil Holdings and important matters such as management policies and strategies, and monitors the execution of business operations. It consists of directors (including those who are Audit Committee members) entrusted by shareholders. The Board of Directors is composed of directors (including those who are Audit and Supervisory Committee Members) entrusted by the shareholders.
- Audit and Supervisory Committee
- Investigate the status of Fuji Oil Holdings' operations and assets, and audit the execution of duties by directors (excluding Audit and Supervisory Committee Members) using the internal control system). Cooperate with and direct the Internal Audit Group to audit the appropriateness of the operations of group companies.
- Nomination and Compensation Advisory Committee
- The Committee makes reports on personnel matters and compensation of the Company's Directors and Executive Officers in consultation with the Board of Directors. From the viewpoint of objectivity and transparency in making decisions, the majority of the members of the committee consist of Independent Outside Directors, and the committee is chaired by an Independent Outside Director.
- Sustainability Committee
- The Sustainability Committee captures the expectations and demands of society, deliberates on important issues and strategies to promote sustainability management, and then reports to the Board of Directors as a discretionary advisory body to the Board of Directors.
Chaired by the President, Representative Director and Chief Executive Officer (CEO), this Committee is comprised of the Chief X Officer (CXO) who has voting rights, and other executive officers, Division General Managers, Outside Directors and ESG Advisors. - Management Committee Meeting
- A meeting body that deliberates important matters related to the execution of business activities in Fuji Oil Holdings and assists the CEO (Executive Representative) in decision-making. It consists of the President, Managing and Executive Officers, and Executive Officers (Regional General Managers, etc.).
Reasons for Appointment and Expertise
Stance on nomination of candidates for Directors (including Audit and Supervisory Committee Members)
- - The following skills matrix illustrates expertise available to the Board of Directors.
- - The Company will continue to review its options with respect to the composition of its Board of Directors taking into account factors in conjunction with expertise, such that include affiliations (independence), years of service, diversity particularly in terms of gender and nationality, and changes in the business environment.
- - In terms of years of service of Independent Outside Officers, in principle, a maximum of six years for directors is deemed as appropriate from the perspective of maintaining independence as outsiders.
Skills Matrix
Please refer to the appendix of the "Corporate Governance Guidelines" for the following
Fuji Oil Holdings Corporate Governance Guidelines
[Appendix 3] Selection Criteria for Candidates of Directors who are not Audit and Supervisory Committee Members
[Appendix 4] Selection Criteria for Candidates of Directors who also serve as Audit and Supervisory Committee Members
[Appendix 5] Criteria for determining the independence of Outside Directors
Reason for Nomination
1. Mikio Sakai
(October 6, 1959) Male
Reelected
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 41,700 shares (6,400 shares)
Years of service (at the conclusion of the 96th Ordinary General Meeting of Shareholders): 9 years and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1983 | Joined the Company |
|---|---|---|
| Apr. | 2001 | Head of Management Office, Soya Farm Division |
| Apr. | 2002 | General Manager of Soya Farm Sales Department, Soya Farm Division |
| Oct. | 2004 | General Manager of Specialty & Functional Food Ingredients Sales Department, Specialty & Functional Food Ingredients Business Division |
| Apr. | 2009 | Chairman & President of Fuji Oil (Beijing) Technology Trading Co., Ltd. |
| Apr. | 2010 | Chairman & President of Fuji Oil (Zhang Jia Gang) Co., Ltd. Chairman & President of Fuji Oil (Zhang Jia Gang Free Trade Zone) Co., Ltd. |
| June | 2012 | President of FUJI VEGETABLE OIL, INC. |
| Apr. | 2013 | Executive Officer |
| June | 2015 | Director |
| Apr. | 2016 | Managing Executive Officer Chief Strategy Officer (CSO) |
| Apr. | 2019 | Senior Executive Officer Chairman of BLOMMER CHOCOLATE COMPANY |
| Apr. | 2020 | President of FUJI SPECIALTIES, INC. |
| Apr. | 2021 | Representative Director, President (to present) Chief Executive Officer (CEO) (to present) |
Reason for nomination as a candidate for Director
Mr. Mikio Sakai has acted as Representative Director, President and CEO since April 2021. He has been involved in the overall business management of the Group, and has taken the lead in international business by making full use of his business execution and management capabilities.
In 2022, he helped formulate the Mid-Term Management Plan “Reborn 2024,” and led the transition to the establishment of the Company’s Audit and Supervisory Committee, to strengthen corporate governance and improve the monitoring capabilities of the Board of Directors. Most recently, he has been leading the Group in structural reforms to rebuild the business base and profitability of Blommer Chocolate Company.
The Company expects him to be able to further contribute to the structural reforms and improvement of corporate value of the Group based on his background and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.
Skills
Corporate managerial experience, Global, Sustainability, Sales/Marketing, Talent development
2. Hiroyuki Tanaka
(January 3, 1968) Male
Reelected
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 6,200 shares(500 shares)
Years of service (at the conclusion of the 96th Ordinary General Meeting of Shareholders): 2 years and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1990 | Joined ITOCHU Corporation |
|---|---|---|
| Apr. | 2014 | Seconded from ITOCHU Corporation to the Company |
| June | 2015 | Director, Chief Financial Officer (CFO) of HARALD INDÚSTRIA E COMÉRCIO DE ALIMENTOS LTDA |
| Apr. | 2017 | General Manager of the Grain & Feed and Oils Department of the Provisions Division, ITOCHU Corporation |
| Apr. | 2019 | Substitute Director of the Provisions Division, General Manager of the Grain & Feed and Oils Department, ITOCHU Corporation |
| Sept. | 2020 | Seconded from ITOCHU Corporation to the Company |
| Oct. | 2020 | Director of BLOMMER CHOCOLATE COMPANY (to present) |
| Apr. | 2021 | Chairperson of HARALD INDÚSTRIA E COMÉRCIO DE ALIMENTOS LTDA (to present) |
| Mar. | 2022 | Left ITOCHU Corporation |
| Apr. | 2022 | Joined the Company Senior Executive Officer (to present) Chief Strategy Officer (CSO) (to present) |
| June | 2022 | Director (to present) |
| Apr. | 2024 | Director of FUJI OIL CO., LTD. (to present) |
Reason for nomination as a candidate for Director
Mr. Hiroyuki Tanaka has broad sales and management experience in the food division of a major Japanese trading company, and has a wealth of experience in overseas business. When seconded to the Company, he dedicated himself to PMI as a Director of Harald and Blommer Chocolate Company, which are international group companies of the Company.
As Chief Strategy Officer (CSO) since April 2022 and a Director since June 2022, he has been playing a leading role in promoting the global management of the Group. He is working to promote initiatives for strengthening risk management from a business centric perspective and conducting industry-leading sustainable procurement, with the aim of strengthening the business foundation as presented in the Mid-Term Management Plan “Reborn 2024.”
The Company expects him to be able to further contribute to the improvement of corporate value of the Group based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for Director.
Skills
Corporate managerial experience, Global, Sales/Marketing, Finance/Accounting, Supply chain management
3. Sunao Maeda
(November 2, 1967) Male
Newly elected
Number of shares of the Company held: 2,700 shares
Past experience, positions and responsibilities in the Company
| Apr. | 1990 | Joined the Company |
|---|---|---|
| Apr. | 2015 | Director of FUJI OIL ASIA PTE. LTD. |
| June | 2018 | Group Leader of Corporate Planning Group |
| July | 2021 | Executive Officer Chairman of FUJI EUROPE AFRICA B.V. |
| July | 2023 | Senior Executive Officer (to present) Chief Financial Officer (CFO) (to present) Director of FUJI OIL CO., LTD. (to present) |
Reason for nomination as a candidate for Director
Mr. Sunao Maeda has been involved in the finance and accounting fields for many years since joining the Company.
Outside of Japan, he has gained a wealth of experience including overseas assignments, in the oils and fats business company in Belgium, the finance and accounting division of the Asia regional headquarters in Singapore, and as their manager. Since July 2023, he has served as Chief Financial Officer (CFO), making full use of his knowledge in group management, especially in finance, accounting, and corporate planning, as well as his managerial experience in regional headquarters and international group companies.
The Company expects him to be able to leverage his understanding of the business environment from a global perspective, strive for improvement of the financial base of the Group with a focus on ROIC and cash flow control and further contribute to the improvement of corporate value of the Group based on his experience and the reasons listed above, etc., and therefore, it newly nominates him as a candidate for Director.
Skills
Corporate managerial experience, Global, Finance/Accounting, Legal/Compliance
4. Hidenori Nishi
(January 6, 1951) Male
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 2,300 shares
Years of service (at the conclusion of the 96th Ordinary General Meeting of Shareholders): 5 years and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1975 | Joined Kagome Co., Ltd. |
|---|---|---|
| Nov. | 2002 | Director, Beverages Business Unit of Kagome Co., Ltd. |
| June | 2005 | Director & Managing Executive Officer, General Manager of Tokyo Sales Office, Kagome Co., Ltd. |
| June | 2008 | Director & Senior managing Executive Officer, Head of Administration Department, Kagome Co., Ltd. |
| Apr. | 2009 | President & Representative Director, Kagome Co., Ltd. |
| Jan. | 2014 | Representative Director and Chairman, Kagome Co., Ltd. |
| June | 2014 | Outside Director, NAGASE & CO., LTD. |
| Mar. | 2016 | Director and Chairman, Kagome Co., Ltd. |
| Mar. | 2018 | Stepped down as Director and Chairman, KAGOME Co., Ltd. |
| June | 2019 | Outside Director of the Company (to present) |
| June | 2020 | Outside Director of Terumo Corporation (to present) |
Major concurrent positions
Outside Director of Terumo Corporation
Reason for nomination as a candidate for Outside Director and outline of expected role
Mr. Hidenori Nishi has worked for many years in a global food products business and has abundant experience as a senior corporate manager, a deep knowledge of marketing, and a high level of insight into the food industry, the Company’s core business area. He also works as an Outside Director at the other publicly listed company. The Company believes that he will be able to use his many years of management experience to improve the oversight of the Company’s business operations and further improve the effectiveness of the Board of Directors.
He is also involved as a member of the Nomination and Compensation Advisory Committee, where he proactively advises on the selection of candidates for the Company’s Directors and in the determination of the remuneration for Directors,
etc. from an objective and neutral standpoint. He also served as the chair of the committee from June 2022 to June 2023.
The Board of Directors expects him to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it continues to nominate him as a candidate for Outside Director.
Matters concerning independence
The Company has designated him as an independent director/auditor under the provisions of the Tokyo Stock Exchange,
and has notified the Tokyo Stock Exchange to that effect. If he is reelected, he will continue to serve as independent director/auditor. Kagome Co., Ltd., at which Mr. Nishi served as President & Representative Director and Representative Director and Chairman, has engaged in food product development activities and has a business relationship with the Company.
The transaction amount in respect of this relationship is minimal (less than 0.1% of consolidated sales).
The Board of Directors confirms that he meets the requirements for Outside Directors under the Companies Act and the requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no obstacles or issues that would prevent him from carrying out his duties as an Outside Director.
Skills
Corporate managerial experience, Global, Sales/Marketing, Talent development
5. Toshiyuki Umehara
(September 3, 1957) Male
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 700 shares
Years of service (at the conclusion of the 96th Ordinary General Meeting of Shareholders): 3 year and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1984 | Joined Nitto Denko Corporation |
|---|---|---|
| May | 2005 | General Manager of Production Headquarters, Optical Division, Nitto Denko Corporation |
| July | 2009 | General Manager of Optical Division, Nitto Denko Corporation |
| June | 2010 | Vice President, General Manager of Optical Division, Nitto Denko Corporation |
| June | 2013 | Senior Vice President, Nitto Denko Corporation |
| Aug. | 2014 | Senior Vice President, CIO, General Manager of Corporate Strategy Management Division, and General Manager of IT Division, Nitto Denko Corporation |
| June | 2015 | Director, Executive Vice President, General Manager of Automotive Products Sector, Nitto Denko Corporation |
| June | 2017 | Director, Senior Executive Vice President, Nitto Denko Corporation |
| Apr. | 2018 | Director, Senior Executive Vice President, CTO, CIO, General Manager of Corporate Technology Sector, Nitto Denko Corporation |
| June | 2019 | Representative Director, Senior Executive Vice President, CTO, General Manager of Corporate Technology Sector, Nitto Denko Corporation |
| June | 2020 | Retired from Nitto Denko Corporation |
| July | 2020 | Executive Director, Hokkaido University (part-time) (to present) |
| Aug. | 2020 | Project Professor, Keio University |
| June | 2021 | Outside Director of the Company (to present) |
| June | 2022 | Outside Director of Daiichi Kigenso Kagaku Kogyo Co., Ltd. (to present) Outside Director of ShinMaywa Industries, Ltd. (to present) |
Major concurrent positions
Outside Director of Daiichi Kigenso Kagaku Kogyo Co., Ltd.
Outside Director of ShinMaywa Industries, Ltd.
Reason for nomination as a candidate for Outside Director and outline of expected role
Mr. Toshiyuki Umehara has worked for many years as an engineer and business manager at a manufacturer of electronic materials, which has many top-share products in a wide range of fields such as FPD materials, automobiles, and medical.
He has a wealth of experience as a corporate manager and deep knowledge in the fields of technology and information along with a high level of insight into technology management, where the Company has an advantage, and in the information field, which the Company is enhancing.
As the chair of the Nomination and Compensation Advisory Committee since June 2023, he has also appropriately led auditing functions from an objective and neutral standpoint in the selection of candidates for the Company’s Directors and in the determination of the remuneration for Directors, etc.
The Board of Directors expects him to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it continues to nominate him as a candidate for Outside Director.
Matters concerning independence
The Company has designated him as an independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Skills
Corporate managerial experience, R&D/Technology, Global, Production (Safety, Quality and Environment), IT/Digital
6. Tomoko Tsuji
(August 16, 1956) Female
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 800 shares
Years of service (at the conclusion of the 96th Ordinary General Meeting of Shareholders): 2 years and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1979 | Joined Ajinomoto Co., Inc. |
|---|---|---|
| Feb. | 1987 | Acquired Ph.D. in Agriculture (Former Laboratory of Applied Microbial Chemistry, University of Tokyo) |
| Mar. | 1988 | Postdoctoral Fellow, Rockefeller University, USA |
| Nov. | 1988 | Postdoctoral Fellow, Pennsylvania State University, USA |
| Dec. | 1989 | Joined Sagami Chemical Research Center |
| May | 1999 | Joined FANCL CORPORATION |
| June | 2007 | Director, Executive Officer, General Manager of FANCL CORPORATION. |
| May | 2008 | Advisor of Nippon Suisan Kaisha, Ltd. |
| Apr. | 2009 | General Manager of Human Life Science R&D Center, Nippon Suisan Kaisha, Ltd |
| May | 2015 | Executive Officer of YOSHINOYA HOLDINGS CO., LTD. (to present) General Manager of the Materials Development Department, the Product Division, YOSHINOYA HOLDINGS CO., LTD. (to present) |
| June | 2020 | Outside Director of Sundrug Co.Ltd. (to present) |
| June | 2022 | Outside Director of the Company (to present) |
Major concurrent positions
Executive Officer of YOSHINOYA HOLDINGS CO., LTD.
Outside Director of Sundrug Co., Ltd.
Reason for nomination as a candidate for Outside Director and outline of expected role
After joining a major domestic food manufacturer, Ms. Tomoko Tsuji was awarded a Ph.D. in agriculture and engaged in research on pharmaceutical seeds at universities in the United States, etc. Then, she worked in research and product development related to nutrition and functions of food products at several companies for many years while serving as a director of a major domestic health food manufacturer. In addition, she currently serves as an Outside Director for a listed company, and has a wealth of experience and advanced level of insight.
She is also involved as a member of the Nomination and Compensation Advisory Committee, where she proactively advises on the selection of candidates for the Company’s Directors and in the determination of the remuneration for Directors, etc. from an objective and neutral standpoint.
The Board of Directors expects her to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it continues to nominate her as a candidate for Outside Director.
Matters concerning independence
The Company has designated her as an independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect. If she is reelected, she will continue to serve as independent director/auditor. YOSHINOYA HOLDINGS CO., LTD., where she concurrently serves as an Executive Officer, engages in food product development activities and has a business relationship with the Company. However, the transaction amount in respect of this relationship is minimal (less than 0.1% of consolidated sales).
The Board of Directors confirms that she meets the requirements for Outside Directors under the Companies Act and the requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no obstacles or issues that would prevent her from carrying out her duties as an Outside Director.
Skills
Corporate managerial experience, R&D/Technology, Sustainability
7. Rie Nakagawa
(August 10, 1968) Female
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 13/13 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 300 shares
Years of service (at the conclusion of the 96th Ordinary General Meeting of Shareholders): 1 year and 0 months
Past experience, positions and responsibilities in the Company
| Aug. | 2003 | Joined MISUMI, Inc. (current MISUMI Group, Inc.) |
|---|---|---|
| Oct. | 2011 | General Manager of FA Business Composite Products Division, MISUMI Group, Inc. |
| Oct. | 2013 | President of FA Processed Products Business, MISUMI Group, Inc. |
| Oct. | 2015 | Representative CEO of FA Business, MISUMI Group, Inc. |
| Oct. | 2020 | Representative CEO of User Service Platform, MISUMI Group, Inc. |
| Jan. | 2022 | Representative CEO of Sustainability Platform, MISUMI Group, Inc. |
| Dec. | 2022 | Retired from MISUMI Group, Inc. Director and COO, Grameen Nippon (to present) |
| June | 2023 | Outside Director of the Company (to present) |
| June | 2024 | Outside Director of Duskin Co.,Ltd. (to present) |
Major concurrent positions
Director and COO, Grameen Nippon
Outside Director of Duskin Co., Ltd.
Reason for nomination as a candidate for Outside Director and outline of expected role
Ms. Rie Nakagawa has held important positions involving FA business, user service platforms and sustainability platforms in machine and industrial EC companies. She also possesses abundant experience in portfolio management, cash management and sustainability from her role as Representative CEO.
As a member of the Nomination and Compensation Advisory Committee and the Sustainability Committee of the Company since June 2023, she has contributed to the enhancement of the Company’s corporate value by providing timely
and appropriate suggestions and proposals on the selection of candidates for the Company’s Directors, in the determination of the remuneration for Directors, etc., and in strengthening the business base that the Company is promoting, from an objective and neutral standpoint.
The Board of Directors expects her to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it continues to nominate her as a candidate for Outside Director.
Matters concerning independence
The Company has designated her as an independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Duskin Co., Ltd., where she concurrently serves as Outside Director, engages in the food business and has a business relationship with the Company. However, the transaction amount in respect of this relationship is minimal (less than 0.3% of consolidated net sales).
The Board of Directors confirms that she meets the requirements for Outside Directors under the Companies Act and the requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no obstacles or issues that would prevent her from carrying out her duties as an Outside Director.
Skills
Corporate managerial experience, Global, Sustainability, Sales/Marketing, Finance/Accounting, IT/Digital, Supply chain management
8. Yoshihiro Tachikawa
(Jun. 7, 1971) Male
Reelected
Outside Director
Attendance at the Board of Directors meetings: 13/13 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 0 shares
Years of service (at the conclusion of the 96th Ordinary General Meeting of Shareholders): 1 year and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1993 | Joined ITOCHU Corporation |
|---|---|---|
| Mar. | 1998 | Retired from ITOCHU Corporation |
| Feb. | 2003 | Joined ITOCHU Corporation |
| Apr. | 2008 | Assigned as President and CEO, JAPAN NUTRITION Co., Ltd. |
| Apr. | 2020 | General Manager of the Grain & Feed Department, ITOCHU Corporation |
| Apr. | 2023 | Chief Operating Officer of Manager, Food Resources Division, ITOCHU Corporation (to present) |
Major concurrent positions
Chief Operating Officer of Manager, Food Resources Division, ITOCHU Corporation
Director, ITOCHU Food Sales and Marketing Co., Ltd.
Director, ITOCHU FEED MILLS CO., LTD.
Reason for nomination as a candidate for Outside Director and outline of expected role
Mr. Yoshihiro Tachikawa joined a major Japanese trading company and after leaving the company in 1998, he was hired at an overseas feed manufacturer. He rejoined the major Japanese trading company in 2003 and was later assigned to the role of President and CEO of a functional feed manufacturing and sales company, during which time he was involved in the business transfer of Fuji Oil Co., Ltd.’s enzyme-treated Copra meal. He has been active in a number of operations in Japan and overseas as a manager since he became Chief Operating Officer of Provisions Division in April 2023.
He has also contributed to the enhancement of the Company’s corporate value by providing timely and appropriate suggestions and proposals in raw material procurement, business management and other fields.
The Board of Directors expects him to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it continues to nominate him as a candidate for Outside Director.
Matters concerning independence
The Company and ITOCHU Corporation, at which Mr. Yoshihiro Tachikawa concurrently holds positions, have a business relationship related to the transactions of raw materials and product sales, etc. between the Company and ITOCHU Corporation and its group companies. In addition, ITOCHU Corporation and its subsidiary ITOCHU FOOD INVESTMENT, LLC are major shareholders of the Company and hold 43.9% of the Company’s total issued shares (net of treasury shares). Due to the above mentioned reasons, the Company will not notify the Tokyo Stock Exchange of him as independent director/auditor under its provisions.
Skills
Corporate managerial experience, Global, Sales/Marketing
9. Yusuke Togawa
(November 26, 1963) Male
Newly elected
Number of shares of the Company held: 2500 shares
Past experience, positions and responsibilities in the Company
| Apr. | 1986 | Joined the Company |
|---|---|---|
| Oct. | 2012 | Head of Management Office, Emulsification & Fermented Food Division |
| Apr. | 2018 | General Manager of Management Administration Department, FUJI OIL CO.,LTD. |
| Apr. | 2021 | General Manager of Corporate Planning Division, FUJI OIL CO., LTD. (to present) |
Reason for nomination as a candidate for a Director who also serves as the Audit and Supervisory Committee Member
Mr. Yusuke Togawa has experienced various business activities in divisions such as human resources, accounting, food material import business, emulsification & fermented food business, and management administration after joining the Company.
In recent years, he has been involved in core duties of business operation as General Manager of Corporate Planning Division of FUJI OIL CO., LTD., a business company of the Group. In addition to the broad experience he has gained in various scenes of business execution, he also has knowledge of laws and regulations related to accounting and business operations.
We expect him to utilize his experience and skills to contribute to auditing due to the above mentioned reasons, and therefore, it newly nominates him as a candidate for Director who also serves as an Audit and Supervisory Committee Member.
Skills
Finance/Accounting, Legal/Compliance, Talent development
10. Hirohiko Ikeda
(June 21, 1960) Male
Reelected
Outside
Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Attendance at the Audit and Supervisory Committee: 12/12 (100%)
Number of shares of the Company held: 0 shares
Years of service as a Corporate Auditor: 2 years and 0 months
Years of service as a Director who also serves as the Audit and Supervisory Committee Member (at the conclusion of the 96th Ordinary General Meeting of Shareholders): 2 year and 0 months
Past experience, positions and responsibilities in the Company
| Oct. | 1984 | Passed the National Bar Examination |
|---|---|---|
| Apr. | 1987 | Registered as an attorney; joined Oh-Ebashi LPC & Partners |
| May | 1991 | Graduated from University of Virginia School of Law |
| Sept. | 1991 | Worked at Weil, Gotshal & Manges LLP in New York |
| June | 1992 | Registered as an attorney in New York State |
| Apr. | 1993 | Partner of Oh-Ebashi LPC & Partners (to present) |
| Apr. | 2010 | Visiting Professor, Osaka University Law School (to present) |
| June | 2020 | Outside Corporate Auditor of the Company |
| June | 2022 | Director who also serves as the Audit and Supervisory Committee Member of the Company (to present) |
| June | 2023 | Outside Director (Audit and Supervisory Committee Member) of The Kyoto Shimbun Holdings Co., Ltd. (to present) |
Major concurrent positions
Partner of Oh-Ebashi LPC & Partners
Visiting Professor of Osaka University Law School
Outside Director (Audit and Supervisory Committee Member) of The Kyoto Shimbun Holdings Co., Ltd.
Reason for nomination as a candidate for an Outside Director who also serves as the Audit and Supervisory Committee Member and the outline of expected roles
Mr. Hirohiko Ikeda is a corporate law specialist with specialized knowledge as an attorney at law. He has many years of experience as an attorney at law, working on corporate legal and M&A projects. He has also worked as an attorney at law in America and has global legal experience through studying litigation and audit systems in the Asia Pacific region. As a university lecturer, he is committed to training young people, and has a wealth of experience and insight. He has served as Corporate Auditor of the Company from 2020 to 2022, and as Director who also serves as an Audit and Supervisory Committee Member of the Company from 2022 to present, providing sound opinions and suggestions that contribute to the improvement of the governance of the Company.
Although he has never been involved in corporate management in any way other than being an outside director, we expect him to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it continues to nominate him as a candidate for Outside Director who also serves as an Audit and Supervisory Committee Member.
Matters concerning independence
The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Skills
Global, Legal/Compliance
11. Yasuhiro Tani
(October 11, 1956) Male
Newly elected
Outside
Independent Director
Number of shares of the Company held: ０ shares
Past experience, positions and responsibilities in the Company
| Oct. | 1981 | Joined Asahi & Co. (current KPMG AZSA LLC) |
|---|---|---|
| Apr. | 1985 | Registered as a certified public accountant |
| Apr. | 1986 | Representative of the Tani Certified Public Accountant Office (to present) |
| May | 2003 | Registered as a tax accountant |
| Sept. | 2004 | Visiting Professor, Beijing Central University of Finance and Economics |
| Apr. | 2006 | Professor, Graduate School of Management, GLOBIS University (to present) |
| June | 2020 | Outside Corporate Auditor of Rohto Pharmaceutical Co., Ltd. (to present) |
| Mar. | 2021 | Outside Director of Noritz Corporation (Audit and Supervisory Committee Member) (to present) |
Major concurrent positions
Representative of the Tani Certified Public Accountant Office
Professor, Graduate School of Management, GLOBIS University
Outside Corporate Auditor of Rohto Pharmaceutical Co., Ltd.
Outside Director of Noritz Corporation (Audit and Supervisory Committee Member)
Reason for nomination as a candidate for an Outside Director who also serves as the Audit and Supervisory Committee Member and the outline of expected roles
Mr. Yasuhiro Tani has expertise as both a certified public accountant and as a tax accountant and possesses a high level of understanding on management on the global scale, having an MBA from the University of Texas in the USA and with experience as Visiting Professor of Beijing Central University of Finance and Economics and Professor at the GLOBIS University Graduate School of Management.
Although he has never been involved in corporate management in any way other than being an outside director, we expect him to be able to properly execute duties as an Outside Director due to the above mentioned reasons, and therefore, it newly nominates him as a candidate for Outside Director who also serves as an Audit and Supervisory Committee Member.
Matters concerning independence
The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Skills
Global, Sustainability, Finance/Accounting
Status of Audit
The Audit and supervisory committee works to improve the effectiveness and efficiency of audits by exchanging information among the Audit and Supervisory Committee Members and by holding meetings with the Internal Audit Group and the accounting auditors and promoting mutual cooperation through such means as to exchange opinions and share issues.
- (1) Audit and Supervisory Committee
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The Audit and Supervisory Committee consists of three Audit and Supervisory Committee members (including two independent outside directors). We outline Audit and Supervisory Committee Regulations and in principle conduct monthly Audit and Supervisory Committee. The Audit and Supervisory Committee conducts investigations on the status of the business and assets of the Company and the Group as well as audits of the execution of duties by Directors (excluding Audit and Supervisory Committee members) using the internal control system.
The full-time Internal Directors who also serve as Audit and Supervisory Committee Members gather internal information that contributes to audits and share that information with Independent Outside Directors who also serve as Audit and Supervisory Committee Members through Audit and Supervisory Committee. Furthermore, this enables to ensure the effectiveness of organizational audits through close cooperation with the internal audit department. We believe that an objective, neutral, and fair audit system can be maintained by having Independent Outside Directors who are also attorneys or CPAs attend meetings of the Board of Directors and Audit and Supervisory Committee from an independent and objective perspective as members of the Audit and Supervisory Committee and monitor and supervise management. - (2) Accounting Auditor
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Audit corporation: KPMG AZSA LLC.
Continuous audit period: 49years
Selection Policy and Reasons for the Audit corporation
In accordance with Article 8 of Audit and Supervisory Committee Regulations of the company, we collect information on audit corporations and judge the appropriateness of their selection.
Specifically, we consider the number of companies the audit corporation is in charge of, information on the industry, the number of certified public accountants belonging to the corporation, the examination system within the audit corporation regarding accounting audits, and whether or not the corporation has been suspended by the administrative authorities.
It is also our policy to select audit firms after confirming that their audit systems are in accordance with the "Quality Control Standards for Auditing" established by the Japan Institute of Certified Public Accountants. - (3) Internal Audit Division
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Regarding internal audits, the Internal Audit Group, the Company's internal audit division, audits the development and operation of internal control systems, including internal control over financial reporting, for the Company and group companies in accordance with the "Internal Audit Regulations”.
The Internal Audit Group made timely reports to the Board of Directors about results of the internal audits on the Company and group companies and recommendations concerning the adequacy of operations.* Dual reporting lines
A system whereby the Internal Audit Group reports directly to Board of Directors and the Audit Supervisory Committee, in addition to CEO and other managements, as appropriate, in order for the Audit Supervisory Committee and the Internal Audit Group to perform their organizational audit functions.
Initiatives to Strengthen Corporate Governance System
In order to meet the expectations and demands of various stakeholders, including shareholders, investors, customers, and other business partners, as well as society, and to continuously improve corporate value, it is essential to prevent the occurrence of situations that could harm the Company's corporate value, including legal violations, corruption, or scandals, to make sound judgments and execute business operations promptly and decisively, and to monitor business direction and execution in a timely manner. In addition, it is essential to monitor the direction of the business and the status of business execution in a timely manner. In order to establish a framework for this purpose and to ensure that it functions effectively, the Group is continuously improving its corporate governance system.
Evaluation of the Effectiveness of the Board of Directors
The Company’s Board of Directors evaluates the effectiveness of the Board of Directors every year to ensure it is appropriately fulfilling its roles and responsibilities. It feeds back the results to the Board of Directors. The Board of Directors then identifies issues, works to resolve them and carries out verification repeatedly to improve our corporate governance.
We employ a third-party organization to assist in the implementation of the evaluation to ensure objectivity and transparency. We have adopted an evaluation method based on interviews and questionnaires.
Support System and Training Policy for Directors
(including Audit and Supervisory Committee Members)
In the “Fuji Oil Holdings Corporate Governance Guidelines” the Fuji Oil Group have established and operates the following,
Chapter 5 Corporate Governance System
Article 26.
The Company shall maintain necessary and sufficient internal systems for Directors to effectively fulfill their roles and responsibilities.
1. Directors shall be provided with opportunities necessary to fulfill their expected role, such as provision at the time of appointment and on an ongoing basis thereafter of information and knowledge about business activities that are required in order to supervise management.
2. The Company shall construct a system to share sufficient internal information with Outside Directors.
3. Along with encouraging Outside Directors to understand the Company's Management Policy and corporate culture, the Company shall share information about the management environment, etc., on an ongoing basis.
4.The Company shall maintain an environment in which Outside Directors have periodic meetings with Managing and Executive Officers and other Non-Managing and Executive Officers, share information among Executive officers, and exchange opinions with them.
5. The Company shall bear necessary expenses for Outside Directors to fulfill that role.
- Follow-up System for Outside Directors
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The Secretariat to the Board of Directors provides materials in advance to Outside Directors. It set up opportunities for advance explanations from those in charge of execution and others as necessary. Furthermore, it provides information which contributes to the supervision of business execution. For example, it gives monthly reports to the Board of Directors on the agenda items at Management Committee Meetings (execution side). In addition, it also sets up opportunities for direct communication with employees through visits to major business locations.
For new Outside Directors, the Board of Directors Secretariat, in cooperation with related internal functions, provides explanations of the Group's business conditions, organization, major related regulations such as the Rules of the Board of Directors, and the status of Board of Directors operations (Effectiveness evaluation results), and provides necessary support to enable new Outside Directors to promptly and smoothly participate in Board discussions. - Supporting System for Directors and Executive Officers
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We provide support on an ongoing basis to enhance the qualities of Directors and other Executive Officers.
Details of the support we provided in FY2023:
(i) We held discussions to deepen understanding of the current state of our company based on external opinions and to make improvements.
・Feedback from investors on the 2023 Integrated Report (Those applicable: all Directors, including Outside Directors, and Executive Officers)
(ii) We provided seminars on trends in corporate governance practices at Japanese companies and the current state of the Board of Directors to deepen understanding about the roles and functions expected of Directors. (Those applicable: all Directors, including Outside Directors)
Corporate Governance
Group Governance