YAMADA HOLDINGS works to clarify management responsibilities, make quick management decisions, maintain and improve corporate value and stakeholder value while enhancing management transparency and conducting fair corporate activities.
| Board of Directors | Comprised of 12 directors. The chairperson is the representative director. Regular board meetings are held once a month, and extraordinary board meetings are held when necessary. Discusses and decides important management matters and oversees the progress of business performance. |
|---|---|
| Audit & Supervisory Committee | Consists of five directors who are Audit & Supervisory committee member. Held once a month. Directors attend important meetings such as the Management Strategy Meeting and commit the business execution divisions in accordance with the audit standards, etc. established by the Audit & Supervisory Committee. Conducts audits, monitoring, and other activities in the execution of directors’ duties. |
| Management Committee | Held twice a month. Decides a broad range of management policies and strategies, based on discussions and evaluations of reports and proposals on management policies, strategies, challenges, and business execution. |
| Nominating and Remuneration Committee | Eight directors, the majority of whom (five) are independent outside directors, ensure objectivity and transparency in the process of determining executive personnel and remuneration. |
YAMADA HOLDINGS transitioned from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee on June 27, 2024. We will further enhance corporate governance by strengthening the auditing and supervisory functions of the Board of Directors, and together with our stakeholders, aim to achieve further sustainable growth and increase corporate value over the medium to long term. In addition, a voluntary Nominating and Remuneration Committee was established to improve management transparency and accountability. Through these efforts, we will strive to build a stronger corporate governance structure.
Corporate Governance System Overview (as of June 27, 2024)| Main Items | Description |
| Type of organization | Company with an Audit & Supervisory Committee |
|---|---|
| Chairperson of the Board of Directors | Representative Director |
| Number of directors | 12 (of which 2 female) |
| Number of outside directors | 5 (all independent) |
| Number of directors who are not Audit & Supervisory Committee members | 7 (of which 2 female) |
| Number of outside directors | 2 (both independent) |
| Number of directors who are Audit & Supervisory Committee members | 5 |
| Number of outside directors | 3 (all independent) |
| Number of executive officers | 14 |
| Term of office of directors who are not Audit & Supervisory Committee members | 1 years |
| Term of office of directors who are Audit & Supervisory Committee members | 2 years |
| Matters Discussed | ●Matters related to stock and corporate restructuring |
|---|---|
| ●Approval and resolution of financial statements, reports and dividends | |
| ●Matters related to treatment and appointment of directors and auditors | |
| ●Approval of basic management policies | |
| ●Approval of business plans, budgets and expenditures | |
| ●Asset management | |
| ●Procurement and management of funds | |
| ●Sustainability-related considerations | |
| ●Matters related to execution of duties | |
| ●Approval of revision and enactment of regulations |
YAMADA HOLDINGS conducts surveys of directors and corporate auditors to analyze and evaluate the effectiveness of the Board of Directors. In fiscal 2024, the effectiveness of the Board of Directors was again sufficiently secured. We will continue to improve the functions of the Board of Directors based on the results of the effectiveness assessments and checking the status of improvement.
Details of Board Effectiveness Assessment for FY2024| Assessment Method | The Board secretariat determines the items to be assessed, and conducts a questionnaire survey for the eight directors and four auditors (total 12) from January to March, gathers the results then analyzes and evaluates them |
|---|---|
| Assessment Item | |
| ●Role/function | |
| ●Size/structure | |
| ●Operation | |
| ●Internal control/auditing body | |
| ●Relationship with outside directors | |
| ●Relationship with shareholders and investors | |
| Overview of Assessment Results and Future Actions | While confirming the proper functioning and effectiveness of the Company’s Board of Directors, based on its active discussions and speed of decision-making and execution, the Company has set priority tasks for the Board of Directors to fulfill in the future. |
| Priority Issues 1 Strengthening the governance structure Policy Enhanced relationships of trust with stakeholders, including transitioning to a company with an Audit & Supervisory Committee, establishing a voluntary Nominating and Remuneration Committee, making the Internal Whistleblowing System independent, reporting the status of IR and SR activities, and exchanging opinions among directors. |
|
| Priority Issues 2 Appropriate provision of training opportunities Policy Ensure that training opportunities are adequately provided and the environment is conducive to enhancing the roles required of board members. |
|
| Priority Issues 3 (Ongoing Issues) Expand ESG initiatives Policy Clarify long-term goals for the entire Group at Board of Directors and ESG & Sustainability Promotion Committee, promote more practical discussions, and expand initiatives. |
|
| Priority Issues 4 (Ongoing Issues) Development of support systems Policy Enhance the content of materials for internal officers and review of pre-shared materials, better respond to various deliberations and reports as a holding company, and enhance and improve the efficiency of discussions at the Board of Directors. |
YAMADA HOLDINGS operates an effective governance system by continuously strengthening its compliance, information management and risk management based on the Company’s Internal Control System Basic Policy. The Risk Management Committee and Compliance Committee also fully share important matters to members of each department and each operating company by way of the Compliance Subcommittee, thereby making every effort to strengthen the management system to improve the effectiveness of internal control.
YAMADA HOLDINGS’ executive remuneration is determined in accordance with regulations and within the total amount of remuneration approved at the general meeting of shareholders, taking into consideration the degree of contribution, the financial situation and the economic climate, and of which draft is submitted to the Nominating and Remuneration Committee, which reports to the Board of Directors after deliberation. Remuneration for directors that are Audit & Supervisory Committee members and outside directors is fixed in order to maintain proper and effective management supervision.
Each year, the YAMADA HOLDINGS Group holds a meeting at the YAMADA HOLDINGS headquarters with the participation of executives, representatives from every Group company, and employees to present its management policy. Representative directors from YAMADA HOLDINGS present policy for the following fiscal year while each segment gives a review on their respective annual action plans, reports on progress, and presents future goals.
YAMAD HOLDINGS holds financial results briefings for analysts and institutional investors. At the briefing sessions, senior management directly explain YAMADA HOLDINGS’ management philosophy and policies, current performance, and future business strategies to give investors an opportunity to gain a deeper understanding of the Group.
