Corporate Governance

YAMADA HOLDINGS works to clarify management responsibilities, make quick management decisions, maintain and improve corporate value and shareholder value while enhancing management transparency and conducting fair corporate activities.

Corporate Governance System

YAMADA HOLDINGS has adopted an audit & supervisory board system under which the execution of business is supervised and monitored by the Board of Directors and the Audit & Supervisory Board. Additionally, a business operation system by way of each executive officer has been introduced so as to enable quick responses to changes in the business environment by clarifying the functions of management decision making and supervision, and the function of business operations. The system clarifies management responsibilities with each executive officer dedicated to the execution of their duties through each business division, as well as the various committees and subcommittees, structured under an organization in which the Representative Director, Chairperson and President CEO, and two Representative Directors are responsible for their management.

Corporate Governance System
Board of Directors: Comprised of 8 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.
Management Committee: The Management Committee is held once a month to decide 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.
Audit & Supervisory Board: Comprised of 4 auditors. Each auditor attends meetings of the Board of Directors and all the various committee meetings, and as well as expressing their views in terms of legitimacy and appropriateness, auditors carry out surveys on the status of business operations, and regularly exchange opinions with directors and executive officers. Audits are also carried out to ensure soundness in management in conjunction with the Audit Office and an auditing firm.
Audit Office: The Audit Office, which reports directly to the President, has been set up to enhance internal audits. Nine full-time employees are engaged in day-to-day internal checks, internal audits, and internal control assessments. In addition, auditors and an auditing firm exchange information and actively cooperate with each other to conduct audits from the perspective of whether corporate activities are conducted in an appropriate and efficient manner.

Corporate Governance System Overview (as of June 29, 2023)

Main Items Description
Type of organization Company with corporate Audit & Supervisory Board Members
Chairperson of the Board of Directors Representative Director
Number of directors 8 (of which 2 female)
Number of outside directors 3 (all independent)
Number of executive officers 12 (3 of which concurrently serve as directors)
Number of Audit & Supervisory Board Members 4
Number of outside Audit & Supervisory Board Members 2 (both independent)
Term of directors 2 years
Term of Audit & Supervisory Board Members 4 years

Main Items Discussed at the Board of Directors

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
●Procurement and management of funds
●Matters related to execution of duties
●Approval of revision and enactment of regulations

Evaluation of the effectiveness of the Board of Directors

YAMADA HOLDINGS surveys its directors and auditors to analyze and evaluate the effectiveness of the Board of Directors. In the fiscal year ended March 2023, it was confirmed that the effectiveness of the Board of Directors was sufficiently secured. We will continue to strive to improve the functions of the Board of Directors based on the results of the effectiveness assessments.

Details of Board Effectiveness Assessment for FY2023
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 February to April, gathers the results then analyzes and evaluates them
Survey Structure Multiple questions are set in the following categories with space to write answers for each question and overall.
① Role/function
② Size/structure
③ Operation
④ Internal control/auditing body
⑤ Relationship with outside directors
⑥ Relationship with shareholders and investors
Overview of Assessment Results and Future Actions Since the Company's Board of Directors has active discussions and an appropriate decision-making process, the function and effectiveness of the Board has been assured. However, there are some differences between the assessments of the internal and outside officers. We will therefore work to enhance discussions on ESG matters and the sharing of IR information, setting priority issues that the Board need to address.
Priority Issues ①
Expand ESG initiatives

Effectively utilize the ESG & Sustainability Promotion Committee as a forum for deliberating policies and measures on environmental and social issues and confirming the progress of its targets. Also share information and cooperate with other committees on initiatives.
Priority Issues ②
Development of support systems

Enhance the content of materials for internal officers and share materials in advance through digital means, better respond to various deliberations and reports as a holding company, and enhance and improve the efficiency of discussions at the Board of Directors.

Internal Control System

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 by way of the Compliance Subcommittee, thereby making every effort to strengthen the management system to improve the effectiveness of internal control.

Executive Remuneration

YAMADA HOLDINGS’ executive remuneration is determined by the Board of Directors 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. Remuneration for outside directors and Audit & Supervisory Board members is fixed in order to maintain proper and effective management supervision.

Executive Remuneration

Management Policy Presentation

Each year, the YAMADA HOLDINGS Group holds a meeting at the YAMADA HOLDINGS headquarters with the participation of executives and representatives from every Group company to present its management policy. Representative directors from YAMADA HOLDINGS present policy for the following fiscal year while each division and Group company gives a review on their respective annual action plans, reports on progress, and presents future goals.

Management Policy Presentation

Investor Relations

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 help investors gain a deeper understanding of the Group.

Investor Relations
Investor Relations