Governance
Corporate Governance


Basic Approach
Under the Purpose: Empower society, encourage progress, the MITSUI-SOKO Group
aims at sustainable growth and medium- to long-term enhancement of corporate
value, emphasizes group governance as the foundation of management, and promotes
the development of systems and commitment to various initiatives. Our basic
approach to corporate governance and detailed information on this topic are
disclosed externally through the Corporate Governance Guidelines and the Report
on Corporate Governance.
※Please refer to the List of
Policies page for related materials.
Framework
As a holding company, MITSUI-SOKO HOLDINGS has established a group governance
policy to ensure appropriate management and control of each subsidiary within
the Group. By clarifying the responsibilities and authority to be assumed by
each company in our Group, we will strive to promote group governance and
improve corporate value over the medium to long term. We also work to strengthen
corporate governance by establishing various committees, introducing an
executive officer system to separate business execution and supervision, and
clarifying the executive authority and responsibilities of directors and
executive officers. For internal control, we have established its basic policy
and strive to maintain an appropriate internal control system through
cooperation between auditors and departments in charge of departmental audits
and internal control.
Corporate Governance Framework Chart (as of July 1, 2022)

Board of Directors | Determines basic management policies and important business execution, while overseeing the execution of duties by the representative director and president, and executive directors. |
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Audit and Supervisory Board | Striving to enhance audits, members of the Audit and Supervisory Board attend Board of Directors’ meetings, the Officers’ Council, and other important meetings while overseeing the directors in the execution of their duties. |
Management Council | Discusses or resolves matters to be submitted to the Board of Directors, important matters related to overall management, and matters delegated to the Management Council by the directors. |
Sales Promotion Council | The members of the Council share information that assists in the compilation of monthly performance and quarterly forecasts, in budget management, and that helps in sales expansion and cross-sectional sales promotions. |
Officers’ Council | The members exchange information intended to ensure familiarity with important items covering the Group’s management overall and to promote mutual understanding of the Group’s conditions. |
Nomination and Remuneration Committee | The Committee raises the objectivity and transparency of the process for selecting directors and enhances the objectivity and transparency of the directors’ remuneration decision process, such as by considering the validity and appropriateness of performance-linked compensation. |
Risk Management Committee | The Committee appropriately confirms risks in business activities, establishes measures to respond to relevant risks, manages the progress and results of those measures, and prepares and updates manuals to prevent and prepare for risks. |
Compliance Committee | The Committee discusses compliance violations affecting the Group’s management and ways of responding, establishes corporate codes of conduct, develops a compliance system, promotes respect for compliance, and works to prevent compliance violations. |
Information Security Committee | The Committee sets up a system related to the Group’s information security management, promotes and reviews activities, and protects personal information and corporate information. |
Sustainability Committee | The Committee works to improve the Group’s corporate value through discussions on sustainability-related strategies and policies of the Group, and implementation and management of initiatives to address the materiality and target KPIs. |
Operational Status of the Board of Directors
The Board of Directors discusses management strategies, business investments,
and other important matters related to Group management, as well as reports on
the execution of duties by each director and business performance on a regular
basis. As an effort to stimulate lively discussions at Board of Directors
meetings, materials are distributed to directors and auditors in advance. In
addition, training on corporate management, including governance and
sustainability, and periodic explanations of the business overview of Group
companies are conducted to improve the abilities of all officers and promote
mutual understanding among Group companies.
Effectiveness of the Board of Directors
To enhance the function of the Board of Directors for medium- and long-term
improvement of corporate value, its effectiveness is assessed annually. The
directors and auditors are evaluated through questionnaires and interviews, and
these results are discussed by the Board of Directors.
Effectiveness Assessment Process

Overview of Effectiveness Assessment
Main Content of Questionnaire
- Structure and operational methods of the Board of Directors
- Content of agendas
- Director compensation, election and dismissal, etc.
- DX, sustainability, investment in talent
- Formulation of new medium-term management plan
- Regular reports
- Status of discussions at the Board of Directors’ meetings
Result of Evaluation
Regarding the Board of Directors’ performance of
functions, the Company
was overall evaluated highly for innovations and
improvements that have
been made year after year, such as the enhancement of
the content of
agendas and open and frank discussions at meetings.
However, while we
have been able to discuss DX and sustainability at a
certain level amid
acceleratingly changing social conditions, we need to
further expand the
discussion.
The Medium-term Management Plan 2022 has been formulated after extensive discussions, and we hope to expand the discussion toward the realization of our growth strategy.
The Medium-term Management Plan 2022 has been formulated after extensive discussions, and we hope to expand the discussion toward the realization of our growth strategy.
Executive Structure
Directors
Representative Director, President & CEO | Hirobumi Koga |
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Representative Director, Senior Managing Director | Nobuo Nakayama |
Executive Managing Director | Hiroshi Kino |
Executive Managing Director | Takeshi Gohara |
Director, Senior Executive Officer | Yuji Itoi |
Director, Senior Executive Officer | Tomoaki Kiriyama |
Outside Director | Taizaburo Nakano |
Outside Director | Takashi Hirai |
Outside Director | Maoko Kikuchi |
Audit and Supervisory Board Members
Senior Audit & Supervisory Board Member | Yukio Ishida |
---|---|
Audit & Supervisory Board Member | Norio Miyashita |
Outside Audit & Supervisory Board Member | Osamu Sudoh |
Outside Audit & Supervisory Board Member | Motohide Ozawa |
※For more information on directors/auditors, please click here.
Composition of Directors and Auditors

Competence and Diversity of the Board of Directors as a Whole
We appoint our directors and auditors to ensure that the Board of Directors has
an overall balance of knowledge, experience, and abilities, is diverse in
gender, skills, and other areas, and has the appropriate size.

Note: The above list does not represent all the knowledge and experience
possessed by the directors and auditors.
Main Roles of Outside Directors and Reason for Appointment

Main Roles of Outside Audit & Supervisory Board Members and Reason for Appointment

Independence Standards for Outside Officers
MITSUI-SOKO HOLDINGS Co., Ltd. (“the Company”) has
established the Independence Standards for outside directors
and outside Audit and Supervisory Board members (hereinafter
collectively referred to as "outside officers") as follows. If an
outside officer does not fall under any of the following items,
the outside officer is deemed to have independence from the
Company.
- 1. A person who is or was an executive (*1) of the Company or any of its subsidiaries (hereinafter collectively referred to as the "Group");
- 2. An executive of a company for which an executive of the Group serves as an officer;
- 3. A person whose major business partner is the Group (*2) or an executive thereof, or a major business partner of the Group (*3) or an executive thereof;
- 4. A major lender of the Group (*4) or an executive thereof;
- 5. A consultant, accountant or legal professional who receives significant monetary or other property benefit (*5) from the Group in addition to officer’s remuneration (or in the case where the person who receives the said benefits is a juridical person, or an organization, etc., the person who belongs to said organization);
- 6. A person who is an employee, partner or staff of a certified public accountant (or tax accountant) firm or an auditing firm (or tax accountant corporation) who serves as accounting auditor or accounting advisor of the Group;
- 7. A person who receives a large donation (*6) from the Group;
- 8. An executive of a company whose major shareholder (*7) is the Group, or a major shareholder of the Group or an executive thereof;
- 9. A person who has fallen under any of the categories from 1 to 8 above in the last one year; or
- 10. A spouse, a relative within the second degree of kinship, or a cohabiting relative of a person who falls under any of the categories from 1 to 9 above.
-
- (*1) An “executive” means an executive director, officer, executive officer, an employee or other person who executes business.
- (*2) A “person whose major business partner is the Group” means a person/company that has received payment from the Group of not less than 2% of his/her/its annual consolidated net sales in the most recent fiscal year.
- (*3) A “major business partner of the Group” means a person/company that has made payments to the Group of 2% or more of the annual consolidated net sales of the Group in the most recent fiscal year of the Group.
- (*4) A “major lender of the Group” means a financial institution or any other large creditor who is essential to the Group’s financing and on whom the Group is dependent to the extent that there is no substitute.
- (*5) A “significant monetary or other property benefit” means money or other property benefit of 10 million yen or more in the most recent fiscal year.
- (*6) A “large donation” means a donation exceeding 10 million yen in the most recent fiscal year.
- (*7) A “major shareholder” means a shareholder who holds 10% or more of the voting rights (including indirect ownership) of the company.
November 22, 2021
MITSUI-SOKO HOLDINGS Co., Ltd.
MITSUI-SOKO HOLDINGS Co., Ltd.
Remuneration
Process for Determining Officer Remuneration
Our Board of Directors has resolved a policy for determining the remuneration of
individual directors. To further ensure the appropriateness of individual
remuneration and the transparency of the decision process, remuneration amounts
are decided at a Nomination and Remuneration Committee meeting—chaired by an
outside director and comprising other outside directors as well as the
President—and paid in accordance with those decisions.
Composition of Executive Remuneration
The remuneration system for directors and auditors consists of basic
remuneration for each position, performance-linked remuneration, and stock-based
remuneration. Outside directors and auditors receive fixed remuneration and are
not eligible for stock-based remuneration.
Basic Remuneration for Each Position
The amount is determined based on the base amount corresponding to the position.
Performance-linked Remuneration
This portion is included to motivate the officers to increase corporate value
through improved business performance. The indicators for the performance-linked
evaluation are consolidated operating profit, in which the performance of our
core business is reflected, and consolidated profit before income taxes, in
which the results of investments and loans are reflected. The amount to be paid
actually is determined based on business performance and the results of the work
for which the officer is responsible.
Stock-based Remuneration
This portion is included to share with shareholders the benefits and risks of
stock price fluctuations, and to motivate the officers to contribute more than
before to the increase in stock price and the enhancement of corporate value.
This remuneration is paid in the form of our transfer-restricted stock, and the
amount is determined based on the base amount corresponding to the position. It
is paid at a certain time each year in the total amount of stock-based
remuneration determined by the Group.
Other Initiatives
Stockholdings
Comprehensively considering the Group’s business strategies and relationships
with its business partners, the Company maintains a policy of holding strategic
stockholdings when these are considered effective in improving corporate value
over the medium-to longterm. With regard to the verification of stockholdings,
we report regularly to the Board of Directors every year. For verification of
stockholdings, we individually qualitatively and quantitatively verify them from
the perspectives that include the purpose of the holding and capital cost, and
we are also promoting efforts to reduce holdings as appropriate. While assessing
the management policy of the investee company, we exercise voting rights related
to strategic stockholdings in an appropriate manner based on whether they will
contribute to the improvement of corporate value over the medium- to long-term.
Policy on Cross-Shareholdings and Exercise of
Voting Rights
- 1. We will hold shares of business partners or others as part of management strategies only when we deem it beneficial for enhancing our corporate value over the medium to long term, comprehensively considering our Group’s business strategy and business relationships with these business partners.
- 2. We will verify the appropriateness of cross-shareholdings on a case-by-case basis qualitatively and quantitatively from the perspective of the holding purpose and capital cost, etc., and make a periodic report to the Board of Directors every year. We will dispose of and reduce the cross-shareholding of the shares that are judged as less worthwhile to hold. (The number of shares disposed of as a result of verification of the value of holding them is disclosed in the Securities Report.)
- 3. We will exercise the voting rights of the cross-shareholdings appropriately upon judging whether they contribute to the enhancement of our medium- to long-term corporate value while ascertaining the management policies of investee companies.
November 22, 2021
MITSUI-SOKO HOLDINGS Co., Ltd.
MITSUI-SOKO HOLDINGS Co., Ltd.
Restrictions on Donations and Political Contributions
When making donations and contributions*, we take appropriate actions in
accordance with the Political Funds Control Law, the Public Offices Election
Law, and other relevant laws and regulations, as well as internal rules.
- * Total amount of political contributions for FY2022 was 500,000 yen.
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