For the purpose of further advancing corporate governance, we have adopted the organizational structure of a company with a nominating committee, etc. We will continue a range of ongoing measures, including accelerating management decision-making, strengthening administrative supervision functions, and enhancing internal control systems.
Corporate governance system
Overview of the Board of Directors and committees
Audit Committee Member
|Director||Toshiyuki Hosoya||President and Chief Executive Officer
Nomination Committee Member
|Director||Toru Takeuchi||Executive Vice President and Chief Merchandising Officer|
|External Director||Michiko Kuboyama||Chairman of the Board of Directors|
|External Director||Masami Iijima||Nomination Committee Member
Compensation Committee Member
|External Director||Miwako Doi||Nomination Committee Member
Compensation Committee Member
|External Director||Takashi Oyamada||Nomination Committee Member
Audit Committee Member
|External Director||Hidetoshi Furukawa||Nomination Committee Member
Audit Committee Member
|External Director||Fukutaka Hashimoto||Compensation Committee Member
Audit Committee Member
|President and CEO||Toshiyuki Hosoya|
|Executive Vice President||Toru Takeuchi||Chief Merchandising Officer|
|Managing Executive Officer||Yoshinori Makino||Chief Strategy and Digital Officer, Chief Financial Officer, General Manager of Corporate Finance and Accounting Department|
|Managing Executive Officer||Hiroki Taguchi||Chief Administrative Officer, Chief Risk Officer, Chief Human Resource Officer|
Skills Matrix of Directors
○ : Areas in which each Director has knowledge/experience/competencies
: Areas in which each External Director is particularly expected to make contributions in terms of knowledge/experience/competencies
human resources management
|Toshiyuki Hosoya||Director and
|Toru Takeuchi||Director and
*The above matrix is intended to show the fields/areas in which each individual is expected to play key roles based on his/her experience, etc. It does not represent every aspect of the person's knowledge.
|Managing Executive Officer||Satoru Tanaka||General Manager of Overseas Business Department|
|Managing Executive Officer||Hideki Katagiri||General Manager of Business Operations Department|
|Operating Officer||Kenji Yamashita||General Manager of the Board of Directors Office|
|Operating Officer||Yuki Ishizuka||Board of Directors Office|
|Operating Officer||Takayuki Tsujii||General Manager of Corporate Alliance Office|
|Operating Officer||Takayuki Suzuki||General Manager of Corporate Strategy Department|
|Operating Officer||Tomohide Sanbe||General Manager of IT Department|
|Operating Officer||Takeshi Fujimori||General Manager of Human Resources Management Department|
|Operating Officer||Atsushi Terajima||General Manager of General Affairs Department|
|President and CEO||Toshiyuki Hosoya|
|Director, Managing Executive Officer||Hiroshi Kondo||General Manager of Direct Sales Department Sales Headquarters|
|Standing Auditor||Kyoichi Tsunematsu|
|Vice President , Operating Officer||Toru Takeuchi||General Manager of Sales Headquarters|
|Managing Executive Officer||Hideki Katagiri||General Manager of Business Operations Department|
|Akira Kimbara||General Manager of Store Strategy Department Sales Headquarters|
|General Manager of Human Resources Management Department||Takeshi Fujimori|
|General Manager of Real Estate Development Department||Takayuki Suzuki|
|General Manager of Sales
|General Manager of
|Head of Merchandising Group Ⅰ
|Head of Merchandising Group Ⅱ
|Head of Merchandising Group Ⅲ
|Store Manager of Isetan Shinjuku Main Store
|Store Manager of
|Store Manager of Mitsukoshi Ginza Store
|Store Manager of Isetan Urawa Store
|President and CEO, Sapporo Marui Mitsukoshi Ltd.||Kenichi Kambayashi|
|President, Sendai Mitsukoshi Ltd.||Ninako Komiya|
|President and CEO, Niigata Isetan Mitsukoshi Ltd.||Nobuki Makino|
|President and CEO, Nagoya Mitsukoshi Ltd.||Akira Shiino|
|President, West Japan Railway Isetan Ltd.||Tatsuichi Asada|
|President and CEO, Iwataya Mitsukoshi Ltd.||Hidehiko Igura|
|Chairman, MI CARD Co., Ltd.
Chairman, Isetan Mitsukoshi System Solutions Ltd.
|President and CEO, MI CARD Co., Ltd.||Takao Umeda|
|President and CEO, Isetan Mitsukoshi System Solutions Ltd.||Yasuhiro Minowa|
|Chairman, Isetan Mitsukoshi Property Design Ltd.||Hideki Katagiri|
|President, ISETAN (SINGAPORE) LTD.||Koji Oyama|
(Sep 5, 1952)
|Jun 1975||Joined Mitsukoshi, Ltd.|
|Feb 2006||Executive Officer, General Manager, Operations Department|
|Feb 2007||Executive Officer, General Manager, Group Operations Department|
|May 2007||Director, Senior Executive Officer, General Manager, Group Operations Department|
|Apr 2008||Director, Managing Executive Officer, General Manager, Administration Headquarters, Isetan Mitsukoshi Holdings Ltd.|
|Director, Mitsukoshi Ltd.|
|Apr 2009||Director, Isetan Co., Ltd|
|Apr 2013||Director, Managing Executive Officer, General Manager, Administration Headquarters, Isetan Mitsukoshi Holdings Ltd.|
|Director, Managing Executive Officer, General Manager, Administration Headquarters, Isetan Mitsukoshi Ltd.|
|Jun 2016||Director, Shin Kong Mitsukoshi Department Store Co., Ltd.(to the present)|
|May 2017||Consultant, Isetan Mitsukoshi Holdings Ltd.|
|Chairman, Japan Department Stores Association|
|Jun 2017||Chairman and Representative Director, Isetan Mitsukoshi Holdings Ltd.|
|Chairman and Representative Director, Isetan Mitsukoshi Ltd.|
|Apr 2019||Chairman, Isetan Mitsukoshi Ltd.|
|Jun 2020||Chairman and Chairman of the Board of Directors, Isetan Mitsukoshi Holdings Ltd.|
|Chairman, Isetan Mitsukoshi Ltd.|
|Apr 2021||Chairman, Isetan Mitsukoshi Holdings Ltd. (to the present)|
|April 1987||Joined Isetan Co., Ltd.|
|April 2015||Operating Officer, General Manager in charge of Fashion Accessories, MD Administration Department, Department Store Business Planning and Operation Headquarters, Isetan Mitsukoshi Ltd.|
|April 2016||Operating Officer, General Manager in charge of Fashion Accessories and Luxury/Jewelery and Watch, MD Administration Department, Department Store Business Planning and Operation Headquarters, Isetan Mitsukoshi Ltd.|
|April 2017||Operating Officer, General Manager of Corporate Planning Division, Strategic Planning Headquarters, Isetan Mitsukoshi Holdings Ltd.|
|April 2018||President and CEO of Iwataya Mitsukoshi Ltd.|
|April 2021||President and CEO, Isetan Mitsukoshi Holdings Ltd.(to the present)
President and CEO, Isetan Mitsukoshi Ltd.(to the present)
(May 21, 1960)
|Apr 1983||Joined Isetan Co., Ltd.|
|Apr 2009||Executive Officer, General Manager in charge of ladies fashion, MD Administration Department,
Department Store Business Planning & Operation Headquarters
|Mar 2010||Director, Managing Executive Officer, General Manager, MD Administration Department,
Department Store Business Planning & Operation Headquarters, General Manager in charge of ladies
|Apr 2011||Managing Executive Officer, General Manager, MD Administration Department,
Department Store Business Planning & Operation Headquarters, Isetan Mitsukoshi Ltd.
|Apr 2013||Managing Executive Officer, Isetan Mitsukoshi Holdings Ltd.
President, Representative Director, Executive Officer, Sapporo Marui Mitsukoshi Ltd.
|Apr 2016||Managing Executive Officer, General Manager, Group Human Resources Headquarters,
Isetan Mitsukoshi Holdings Ltd.
Managing Executive Officer, General Manager, Group Human Resources Headquarters, Isetan Mitsukoshi Ltd.
|Apr 2017||Director, Senior Managing Executive Officer, General Manager, Department Store Business Headquarters,General Manager, Merchandising Headquarters|
|Jun 2017||Director, Isetan Mitsukoshi Holdings Ltd.|
|Apr 2018||Director, Senior Managing Executive Officer, General Manager, Department Store Business Headquarters,Isetan Mitsukoshi Ltd.|
|Apr 2019||Executive Vice President, Representative Director and CMO, Isetan Mitsukoshi Holdings Ltd.
*CMO(Chief Merchandising Officer)
Director, Isetan Mitsukoshi Ltd.
Director, Nagoya Mitsukoshi Ltd.
Director, Iwataya Mitsukoshi Ltd.
|Apr 2020||Executive Vice President, Representative Director and CMO, Isetan Mitsukoshi Holdings, Ltd.
*CMO (Chief Merchandising & Marketing Officer)
|Jun 2020||Director, Executive Vice President and CMO, Isetan Mitsukoshi Holdings Ltd.|
|April 2021||Director, Executive Vice President and CMO, Isetan Mitsukoshi Holdings Ltd.(to the present)
*CMO (Chief Merchandising Officer)
Vice President, Operating Officer, General Manager of Merchandising Headquarters, Isetan Mitsukoshi Ltd.
Director, Sapporo Marui Mitsukoshi Ltd.
|April 2022||Vice President, Operating Officer, General Manager of Sales Headquarters, Isetan Mitsukoshi Ltd.(to the present)|
(Apr 16, 1956)
|Apr 1980||Joined Kao Sekken (currently Kao Corporation)|
|Apr 2006||General Manager, Products Public Relations Department|
|Apr 2011||General Manager, Products Public Relations Center|
|Sep 2011||Visiting Professor, TAMA GRADUATE SCHOOL OF BUSINESS|
|May 2016||Communication Fellow, Ordinary Citizens Research Department, Kao Corporation|
|Jun 2017||External Director, JACCS CO., LTD.|
|Jun 2018||External Director, Isetan Mitsukoshi Holdings Ltd.|
|Jun 2019||External Director, Sumitomo Mitsui Banking Corporation (to the present)|
|Jun 2020||External Director, Kids Smile Holdings Inc.（to the present)|
|External Director, Kids Smile Project Inc. (to the present)|
|Apr 2021||External Director, Chairman of the Board of Directors, Isetan Mitsukoshi Holdings (to the present)|
|Jun 2021||External Director, Meiji Holdings Co., Ltd.（to the present)|
External Director, Sumitomo Mitsui Banking Corporation
External Director, Kids Smile Holdings Inc. External Director, Kids Smile Project Inc.
External Director, Meiji Holdings Co., Ltd.
(Sep 23, 1950)
|Apr 1974||Joined MITSUI & CO., LTD.|
|Apr 2008||Executive Managing Officer|
|Jun 2008||Representative Director, Executive Managing Officer|
|Oct 2008||Representative Director, Senior Executive Managing Officer|
|Apr 2009||Representative Director, President and Chief Executive Officer|
|Apr 2015||Representative Director|
|Jun 2016||External Director, Ricoh Company, Ltd. (to the present)|
|Jul 2018||External Board Director, SoftBank Group Corp. (to the present)|
|Jun 2019||External Director, Isetan Mitsukoshi Holdings Ltd. (to the present)
Counselor, the Bank of Japan (to the present)
|Apr 2021||Director, MITSUI & CO., LTD.|
|Jun 2021||Advisor, MITSUI & CO., LTD. (to the present)|
|Jun 2021||External Director, Takeda Pharmaceutical Company Limited (to the present)|
Advisor, MITSUI & CO., LTD.
External Director, Ricoh Company, Ltd.
External Board Director, SoftBank Group Corp.
Counselor, the Bank of Japan
External Director, Takeda Pharmaceutical Company Limited
(Jun 2, 1954)
|Apr 1979||Joined Tokyo Shibaura Electric Co., Ltd. (currently TOSHIBA CORPORATION)|
|Jul 2005||Chief Fellow, Humancentric Laboratory, Corporate Research & Development Center, TOSHIBA CORPORATION|
|Jul 2006||Chief Fellow, Corporate Research & Development Center|
|Jul 2008||Senior Fellow|
|Apr 2014||Auditor (Part-time), National Institute of Information and Communications Technology (to the present)|
|Jun 2015||External Director, Nomura Research Institute, Ltd.|
|Apr 2017||Executive Director (Part-time), Nara Institute of Science and Technology (to the present)|
|Jun 2019||External Director, Isetan Mitsukoshi Holdings Ltd. (to the present)|
|Apr 2020||Vice President (Part-time), TOHOKU UNIVERSITY (to the present)|
|Jun 2020||External Director, SUBARU CORPORATION (to the present)|
|External Director, NGK SPARK PLUG CO., LTD. (to the present)|
Auditor (Part-time), National Institute Information and Communications Technology
Executive Director (Part-time), Nara Institute of Science and Technology
Vice President (Part-time), TOHOKU UNIVERSITY
External Director, SUBARU CORPORARION
External Director, NGK SPARK PLUG CO., LTD.
(Nov 2, 1955)
|Apr 1979||Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)|
|Jan 2009||Managing Executive Officer, The Bank of Tokyo-Mitsubishi, Ltd. (currently MUFG Bank, Ltd.)|
|Jun 2009||Managing Director Director, Mitsubishi UFJ Financial Group, Inc.|
|May 2012||Managing Executive Officer, The Bank of Tokyo-Mitsubishi UFJ, Ltd.|
|May 2013||Senior Managing Executive Director|
|Jun 2014||Deputy President|
|Jun 2015||Director, Deputy President, Mitsubishi UFJ Financial Group, Inc., COO|
|Apr 2016||President, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Director, Mitsubishi UFJ Financial Group, Inc.|
|Jun 2017||Director, The Bank of Tokyo-Mitsubishi UFJ, Ltd.|
|Jun 2017||Special Advisor|
|Jun 2018||Representative Director & Vice Chair, The Japan Institute of International Affairs (to the present)|
|Dec 2018||External Director, Mitsubishi Research Institute DCS Co., Ltd. (to the present)|
|Jun 2019||External Director, Isetan Mitsukoshi Holdings Ltd.(to the present)
External Director, Mitsubishi Electric Corporation (to the present)
|Mar 2021||External Director, Kyowa Kirin Co.Ltd.|
Special Advisor, MUFG Bank, Ltd.
Representative Director & Vice Chair, The Japan Institute of International Affairs
External Director, Mitsubishi Research Institute DCS Co., Ltd.
External Director, Mitsubishi Electric Corporation
Exernal Director, Kyowa Kirin Co., Ltd.
(Jul 16, 1955)
|Apr 1979||Joined The Mitsui Bank, Ltd. (currently Sumitomo Mitsui Banking Corporation)|
|Jun 2005||Executive Officer, General Manager, Bangkok Branch, Sumitomo Mitsui Banking Corporation|
|Apr 2008||Executive Officer, Deputy Head of Corporate Unit and International Unit|
|Apr 2009||Managing Executive Officer, Head of Nagoya Corporate Sales Department, General Manager, Nagoya Corporate Sales Headquarters|
|Apr 2011||Managing Executive Officer, Head of Investment Banking Unit|
|Apr 2012||Director and Senior Managing Executive Officer, Head of Investment Banking Unit|
|Apr 2013||Director and Senior Managing Executive Officer, Head of Corporate Finance Unit|
|Apr 2014||Representative Drector and Deputy President Executive Officer, Head of Global Corporate Banking Division|
|Jun 2015||Representative Director, President and Chief Executive Officer, SMBC Trust Bank Ltd.|
|Jun 2020||External Director, Isetan Mitsukoshi Holdings Ltd. (to the present)|
|Jun 2021||Special Advisor, SMBC Trust Bank Ltd.(to the present)|
|Nov 2021||Chairman, General Incorporated Foundation Kobe City Property Research (to the present)|
|Mar 2022||External Director, Toagosei Co., Ltd.(to the present)|
Special Advisor, SMBC Trust Bank Ltd.
Chairman, General Incorporated Foundation Kobe City Property Research
External Director, Toagosei Co., Ltd.
(Jul 6, 1954)
|Apr 1979||Registered as an attrorney-at-law and joined Shinya Takeru Law Office (currently Tokyo Hatchobori Law Office)|
|Apr 2000||Vice President, Daini Tokyo Bar Association|
|Apr 2006||Executive Governor, Japan Federation of Bar Associations|
|Jan 2008||Representative Partner Attoney and Director, Tokyo Hatchobori Law Office (to the Present)|
|Apr 2012||President, Daini Tokyo Bar Association
Vice-President, Japan Federation of Bar Associations
|Mar 2014||External Audit & Supervisory Board Member, Kirin Holdings Company, Limited|
|Jun 2015||External Audit & Supervisory Board Member, Sompo Japan Nipponkoa Insurance Inc. (currently Sompo Japan Insurance Inc.) (to the present)|
|Jun 2020||External Director, Isetan Mitsukoshi Holdings Ltd. (to the present)|
|Mar 2021||Outside Auditor, KOKUYO Co., Ltd.|
Representative Partner Attorney and Director, Tokyo Hatchobori Law Office
External Audit & Supervisory Board Member, Sompo Japan Insurance Inc.
Outside Auditor, KOKUYO Co., Ltd.
The Group is engaged in the following initiatives to ensure lively discussion among the Board of Directors.
❶ For fostering lively discussion, we work to improve the quality of discussions at the meetings of the Board of Executive Officers, on which resolutions and reports of the Board of Directors are premised, and to ensure sufficient time for the discussion of management-related issues from a broad perspective, including management plans and strategic projects, at the meetings of Board of Directors.
❷ At the meeting for prior explanations to external directors, which is held several days before each meeting of the Board of Directors, full explanations are given by the proposing departments, which leads to a lively discussion at the Board of Directors’ meeting.
❸ We evaluate the effectiveness of the Board of Directors and make continuous improvements based on the results to further enhance the effectiveness.
The Group analyzes and evaluates the effectiveness of the Board of Directors every fiscal year. Issues identified through this process are addressed for continuous improvement to further enhance the effectiveness. Specifically, we conduct questionnaire surveys of all directors on an individual basis, to evaluate the Board of Directors both from quantitative and qualitative perspectives, including an evaluation of the composition of the Board, details of deliberations, operations including support from administrative bodies, and the processes for determining the nomination and compensation of officers.
In FY2020, a questionnaire survey and interviews that incorporate fresh perspectives of a third-party advisor were conducted. The results were analyzed and evaluated, followed by discussions by directors and the establishment of an action plan for identifying and resolving issues.
This action plan has been steadily implemented, verified, and modified since April 2021 under a new structure chaired by an external director, demonstrating our efforts toward higher effectiveness.
The Group stipulates the maximum age and the maximum term of office for officers on a position-by-position basis in “The Regulations of Age Limits of Executive Officers in Office,” to facilitate the appropriate replacement of officers. Based on this, the selection of executive officers, including representative executive officers and executive officers with special titles, and their reappointment after the expiration of the term of the appointment contract shall be determined by the Nominating Committee by appropriately evaluating the quantitative and qualitative results of respective executive officers during the term of their appointment contract, as well as objective data, such as management talent assessments by a third-party institution. This ensures the fairness and transparency of the appointment and dismissal of management executives.
Decisions on the appointment and reappointment of the CEO and the CEO succession plan are placed among the top priorities of the Nominating Committee. We have a system in place where the Committee can deliberate on desirable approaches to these matters in a fair and transparent manner and where external directors can independently decide on and implement the replacement of the president. In its deliberation process, the Nominating Committee also collects opinions from all external directors who are not Committee members, in an effort to further enhance the initiatives.
◆ Within the fiscal year of assuming the post, the CEO suggests his or her commitments (goals to definitely achieve) during the term of office, and the Nominating Committee deliberates the pros and cons of the commitments.
◆ In the following years, the CEO explains to the Nominating Committee the status of the progress of the commitments, an updated summary, projections, issues to be resolved, and other aspects. After the CEO leaves the meeting room, only external directors who are members of the Committee deliberate on whether to allow the CEO to remain in office.
We are proactive in creating opportunities for external directors to monitor candidates by regularly reporting to and sharing with the Nominating Committee the following information.
◆ A list of candidates for the next CEO (in the event of an emergency or replacement due to the expiration of the maximum term)
◆ Requirements for the CEO
◆ Evaluations and development plans for each candidate, provided by external management talent assessment institutions
◆ Plans to develop each candidate and proposed transfers of candidates to fields that they should experience
Regarding the development of candidates, the Company has been creating a reserve group of CEO successor candidates by providing a selective education program for employees in management positions and training opportunities for officers after appointment.
Director candidates are nominated under a policy ensuring that the Board of Directors includes diverse members with broad and highly specialized knowledge and skills, as well as high ethical standards. Above all, in selecting external directors, we choose people from different fields and industries, with a focus on people with practical management experience in the business world, to actively absorb a wide range of opinions from objective and specialist perspectives and ensure well-balanced management.
Director candidates are determined at the Nominating Committee chaired by an external director, and proposals for candidates are submitted to the General Meeting of Shareholders. A majority of the Committee members are external directors. The Board of Directors determines executive officer candidates who will be senior management after deliberation by the Nominating Committee.
As described above, deliberation and decisions on nomination, which are important governance matters, are conducted upon the initiative of external directors. The Nominating Committee will continuously strive to further clarify the criteria for the selection of the Company’s officers.
The Group has established the Independence Standards for the External Officers of Isetan Mitsukoshi Holdings as its criteria for judging the independence of external directors before appointing them as independent officers. Based on the Independence Standards, the Company appoints external officers who do not fall under any of the following categories as independent officers.
❶ A person from the Group who executes its business
❷ A person for whom the Group is a major business partner, or an executive director, an executive or a manager thereof
❸ A major business partner of the Group, an executive director, an executive, a manager or an employee of any other type thereof
❹ A person who executes business at a principal lender to the Group
❺ A consultant, an accounting expert, a legal specialist or the like who has received financial and other economic benefits from the Group exceeding a certain sum other than the remuneration for officers
❻ A shareholder or executive officer of the Group who holds 5% or more of its total outstanding shares
❼ Any person who has fallen under any of the categories ❶ to ❺ above in the last three years
❽ A spouse or a relative within a second degree of kinship who falls under any of the categories ❶ to ❺ above
*A “major business partner” in categories ❷ and ❸ above refers to “any business partner for whom the annual transaction amount with the Group, on a consolidated basis, exceeds 1% of the total annual transaction amount of either party, over the preceding three years, even if this occurs on only one occasion.”
*A “principal lender” in the category ❹ above refers to “any lender from whom the Group’s balance of borrowings exceeds 2% of the Group’s consolidated total assets as of the end of the fiscal year.”
*A “certain sum” in category ❺ refers to “10 million yen or more in any of the last three fiscal years.”
❶ Promotion of common interests between shareholders and officers
❷ Expansion of the effects of incentives for improving business results and shareholder value
❸ Provision of compensation whose amount compares favorably with the standard of the overall industry (at the point of target achievement)
❹ Guaranteed objectivity and transparency in evaluation and remuneration determination methods
Based on these principles for the compensation for officers, the Compensation Committee, which is a mandatory committee, deliberates and makes decisions related to compensation in a highly effective manner upon the initiative of external directors, ensuring objectiveness and transparency.
For executive officers (including operating officers), reflecting the principles for compensation, the following performance-based bonus has been introduced with the goal of strongly motivating them to achieve goals.
To raise awareness of shareholder value improvement further, we revised the previous stock options as stock-based compensation and introduced RS compensation in FY2020. Under the new system, the Company’s shares with a certain period of transfer restriction are issued to officers to align their interest with that of the shareholders.
❶ Monetary compensation claims for restricted stock
Executive officers (including those serving concurrently as directors) : Monthly basic salaries × 3 months
Non-executive directors: Monthly basic salaries × 1 month
❷ Calculation of the number of allotted shares
Individual monetary compensation claim ÷ Reference stock price*1 (with any fraction less than 100 shares being rounded down)
❸ Transfer restriction period: 30 years*2
*1 Reference stock price: Closing price of the Group’s share on the Tokyo Stock Exchange on the trading day immediately before the date of resolution of the allotment (or the trading day preceding it if no closing price is recorded on such date).
*2 The transfer restriction is lifted in the case of expiration of the term of office or resignation during the transfer restriction period for a reason which is deemed valid by the Board of Directors.
The basic policy of the Group is to not acquire or hold cross-shareholdings in principle, except when cross-shareholdings are deemed conducive to sustainable growth and enhancement of corporate value of the Group over the medium- to long- term. With regard to the cross-shareholdings the Company currently holds, every year at the Board of Directors, the Company comprehensively verifies whether it is rational to continue holding such cross-shareholdings from quantitative and qualitative aspects including the purpose of holding, transaction status, and dividend earnings. Regardless, the Company will proceed with phased sales in consideration of factors such as the market environment and status of shares held with the aim of reducing cross-shareholdings.
Regarding the exercise of voting rights for cross-shareholdings, an overall judgment is made as to whether or not exercise of such rights would spur sustainable corporate value of said company or contribute to sustainable growth and enhancement of corporate value of the Group over the mid- to long-term. Such voting rights are duly exercised for each agenda item.
When shareholders who hold the Company’s shares for the purpose of cross-shareholding (cross-shareholders) indicate their intention to sell their shares, the Company will not hinder the sale of the shares by, for instance, implying a possible reduction of business transactions.
Basic Approaches to the Internal Control System and the Progress of System Development Updated
Isetan Mitsukoshi Holdings Ltd. (hereinafter the “Company”) develops the system below (hereinafter the “Internal Control System”) to ensure the compliance of its business operations as part of its attempts to conduct healthy and transparent group management and maximize corporate value.
“Systems to ensure that business duties as executed by Executive Officers and employees of the Company are in compliance with laws, regulations, and the Articles of Incorporation” (Article 416, Paragraph 1, Item 1 (e) of the Companies Act and Article 112, Paragraph 2, Item 4 of the Companies Act Enforcement Regulations)
(1) The Board of Directors shall regularly hold meetings in accordance with the “Regulations of the Board of Directors,” where they shall resolve mainly the matters required by law to be discussed at the Board of Directors meetings (hereinafter the “Matters Required by Law to Be Discussed”) and supervise the execution of Executive Officers’ duties, preventing actions that are not in compliance with laws, regulations, and the Articles of Incorporation.
(2) The Group General Affairs Department shall establish sections and individuals with jurisdiction over compliance-related matters, maintaining and improving systems for compliance with internal control and laws and regulations.
(3) In order to increase the legal compliance, efficiency, and legitimacy of the Board of Directors’ decision-making and supervision, there shall be Outside Directors that constitute the majority of Directors.
(4) An independent, specialized Internal Audit Division shall be created. Internal audits will be in accordance with the “Regulations of Internal Audits” and be implemented as each division works with the Internal Audit Division to audit the legal compliance and legitimacy of business affairs.
(5) In the case that the Company or the Group commits an act of wrongdoing, the Company shall confirm the nature of the situation in a timely manner and form the “Isetan Mitsukoshi Group Hotline” as a point of contact for internal reports from employees for self-betterment.
“Regulations and other systems involving management of risks of loss to the Company” (Article 112, Paragraph 2, Item 2 of the Companies Act Enforcement Regulations)
(1) Risks shall be prevented from occurring by identifying, evaluating, and analyzing risks that may occur in the course of business operations and using this information to select risks that require prioritized response.
(2) In the case that a risk does occur, company-wide internal management systems that allow for rapid response shall be organized through methods such as the establishment of a countermeasures headquarters and the managing of information.
(3) Relevant regulations shall be established with regards to risk recognition, evaluation, and response and be made well-known and thoroughly understood.
(4) Audits by the Internal Audit Division will attempt to detect risks facing the Company at an early stage and settle them.
(5) Involvement with anti-social forces shall be eliminated and any unjust demands shall be rejected to prevent related damages.
“Systems to ensure the appropriateness of financial reporting” (Article 24-4-4 of the Financial Instruments and Exchange Act)
(1) Company-wide policies and procedures shall be indicated to ensure appropriate financial reporting and conduct that are adequately built and operated.
(2) Appropriate evaluation and response shall be taken regarding the risk of misstatements made on items of importance in financial reports, and systems shall be adequately built and operated to reduce such risk.
(3) The Company shall build and operate methods to identify, understand, and process truthful and impartial information that is then communicated to the appropriate parties in a timely manner.
(4) A financial reporting-related monitoring system shall be built and appropriately operated.
(5) A system shall be built to report internal control issues (deficiencies) understood through the course of monitoring in a timely and appropriate manner.
(6) Adequate support shall be given to information technologies relating to internal controls involved in financial reporting.
“Systems regarding the storage and management of information relating to the execution of business duties of Executive Officers of the Company” (Article 112, Paragraph 2, Item 1 of the Companies Act Enforcement Regulations)
(1) The following documents related to the execution of business duties by Executive Officers shall be recorded, stored, and managed together with related materials for a prescribed period according to the “Document Retention Policies”:
(i) Minutes of the general meeting of shareholders
(ii) Minutes of the meetings of the Board of Directors
(iii) Minutes of the meetings of the Board of Executive Officers
(iv) Financial statements
(v) Copies of documents submitted to government administrative offices, other public agencies, and markets for financial instruments
(vi) Other documents as determined by the Board of Directors
(2) Protection and management systems and other methodologies shall be used to create regulations such as the “Information Retention Policies” for management information, trade secrets, and personal information of customers, etc. that should be kept confidential according to laws and regulations including the Companies Act and the Financial Instruments and Exchange Act, and the compliance of related Directors, Executive Officers, and employees shall result in its safe storage.
“Systems to ensure the efficient performance of Executive Officers’ professional duties at the Company” (Article 112, Paragraph 2, Item 3 of the Companies Act Enforcement Regulations)
(1) The segregation of duties and hierarchy of commands among Executive Officers shall be determined by the Board of Directors.
(2) The Board of Directors shall resolve mainly the Matters Required by Law to Be Discussed and delegate the authority for decision-making on other matters of importance to Executive Officers. Those matters of importance shall be resolved/determined through the deliberation by the Board of Executive Officers, which mainly consists of Executive Officers.
(3) The Company shall adopt an executive officer system to streamline the business execution through clarification of the executive duties of executive officers.
(4) The Company shall adopt a chief officer system, whereby the Chief Officer assigned by the President and CEO (Representative Executive Officer) to be in charge of important areas of operation shall promote control of issues of the entire Group covering multiple divisions.
(5) The Company shall define details of duties, responsibilities and procedures in “Regulations of Duties and Authority”, “Regulations of the Conduct of the Business”, and “Regulations of Decision Making Process for the Group” for execution of duties.
“Systems to ensure the compliance of the business conducted by the corporate groups consisting of the Company and its subsidiaries” (Article 112, Paragraph 2, Item 5 of the Companies Act Enforcement Regulations) The Company shall develop a system to ensure the compliance of the business conducted by each company in the Group, as described below.
1. “Systems relating to reports to the Company on items relating to the execution of business duties by the Directors of the Company’s subsidiaries” (Article 112, Paragraph 2, Item 5 (a) of the Companies Act Enforcement Regulations) With regards to business management, in addition to the introduction of integrated accounting systems and efforts toward uniform management through the widening of target scope, approval and reporting systems shall be managed and monitored as necessary. Additionally, the “Regulations on Group Company Management” shall be used as a base for reporting by Group companies to the Company regarding matters of importance and for establishing rules regarding discussion in pursuit of improved risk management and efficiency across the entire Group.
2. “Regulations regarding the management of risk of loss to subsidiaries of the Company and other systems” (Article 112, Paragraph 2, Item 5 (b) of the Companies Act Enforcement Regulations)
(1) Regarding risk management for the Group, needed items shall be established in the “Basic Regulations on Risk Management,” and a specialized independent division as a division responsible for matters related to risk management shall be created within the Company. The said division shall work with companies in the Group in promoting risk management.
(2) In order to realize comprehensive risk management across the entire Group, a Compliance and Risk Management Promotion Committee shall be created consisting of the Company’s President and CEO (Representative Executive Officer) as the chairman as well as members selected by said chairman.
3. “Systems to ensure the efficient execution of business duties by Directors, etc. of subsidiaries of the Company” (Article 112, Paragraph 2, Item 5 (c) of the Companies Act Enforcement Regulations)
(1) The Company shall optimize its business operations by respecting the independence of the Group companies while also managing their managerial affairs and providing advice and guidance, as well as by dispatching Directors and Audit & Supervisory Board Members as necessary to understand the state of their management.
(2) The Group companies shall receive a resolution of approval by the Company’s Board of Executive Officers or Board of Directors for important items which are deemed to have major effects on their management.
4. “Systems to ensure the compliance of the execution of duties of Directors and employees of subsidiaries of the Company with laws, regulations, and Articles of Incorporation” (Article 112, Paragraph 2, Item 5 (d) of the Companies Act Enforcement Regulations)
(1) The Internal Audit Division shall conduct internal audits of Company Group companies, auditing the legal compliance, appropriateness, etc. of executed business duties.
(2) A compliance guidebook and other documents shall be created and thoroughly disseminated throughout the Group while training regarding appropriateness and legal compliances is held to foster an awareness of compliance.
(3) An “Isetan Mitsukoshi Group Hotline” shall be established as a point of contact for internal reports regarding the Group as a whole, and corrective measures and future prevention measures shall be undertaken from a compliance standpoint with regards to these reports from employees, etc.
“Items relating to Directors and employees to assist with the duties of the Audit Committee of the Company, items relating to these Directors’ and employees’ independence from Executive Officers, and items relating to the ensured efficacy of the Audit Committee’s instructions to these Directors and employees” (Article 112, Paragraph 1, Items 1, 2, and 3 of the Companies Act Enforcement Regulations)
(1) The organization dedicated to assist the duties of the Audit Committee shall be established with assigned staff (hereinafter “Audit Committee Staff”). The Audit Committee may give instructions to those staff regarding items necessary to auditing duties.
(2) Audit Committee Staff shall report on matters requested by the Audit Committee and have authority to collect information necessary for such reporting.
(3) Audit Committee Staff shall be independent from executive operational systems, be attached to the Audit Committee, and carry out their duties as instructed by the Audit Committee. Personnel changes, evaluation, discipline, and other such treatment pertaining to those staff shall require the consent of the Audit Committee.
(4) Audit Committee Staff shall be dispatched as part-time Audit & Supervisory Board Members to the Group companies in order to enhance the audit structure of the entire Group.
1. “Systems for reports to the Audit Committee of the Company by Directors (excluding Directors who are Audit Committee Members), Executive Officers, and employees of the Company as well as systems relating to other reports to the Audit Committee” (Article 112, Paragraph 1, Item 4 (a) of the Companies Act Enforcement Regulations)
(1) The Company shall stipulate in the “Audit Committee Regulations” established by the Board of Directors the items that should be reported by Directors, Executive Officers, and employees to the Audit Committee as requested by the Audit Committee or without delay upon the occurrence of any issue, and Directors, Executive Officers, and employees shall make any necessary report to the Audit Committee. Additionally, the Audit Committee may request reports from Directors, Executive Officers, and employees as necessary even when the previous conditions do not apply.
(2) Directors, Audit & Supervisory Board Members, etc., and employees of a subsidiary, or individuals who have received reports therefrom may report to the Audit Committee of the Company on important matters that may affect the business or performance of such subsidiary.
(3) The Company shall maintain the appropriate operation of the Group-wide internal hotline system, the Isetan Mitsukoshi Group Hotline, and regularly report to the Audit Committee about the operation status thereof, reported matters, and investigation results.
2. “Systems to ensure that individuals who give applicable reports under item a. are not subject to unfavorable treatment because of such reporting” (Article 112, Paragraph 1, Item 5 of the Companies Act Enforcement Regulations) It shall be forbidden to treat individuals who give reports to the Audit Committee in an unfavorable manner because of the applicable reports.
“Items relating to the advance payment of fees resulting from the execution of duties of Audit Committee Members of the Company, or fees resulting from the execution of applicable duties including repayment procedures, or policies involved in the processing of obligations” (Article 112, Paragraph 1, Item 6 of the Companies Act Enforcement Regulations)
When Audit Committee Members bill for prepayment of fees, etc. for the execution of their duties based on Article 404, Paragraph 4 of the Companies Act, fees or obligations related to those billings must be processed unless it is deemed that they are not necessary for the execution of those Audit Committee Members' duties.
“Other systems to ensure the efficient operation of the Company’s Audit Committee’s audits” (Article 112, Paragraph 1, Item 7 of the Companies Act Enforcement Regulations)
(1) The Audit Committee shall regularly hold meetings to exchange opinions with the Representative Executive Officer, Chairman of the Board of Directors, Directors who are not Audit Committee Members, and accounting auditors for the purpose of collecting information, sharing information, and sharing the understanding of issues.
(2) In addition to the Board of Directors, Audit Committee Members appointed by the Audit Committee may attend important meetings in order to understand the decision-making process for important matters as well as the state of executed duties.
(3) The Internal Audit Division shall report Group-wide internal auditing plans, the findings of audits, and the audit status to the Audit Committee and work together with the Audit Committee to exchange information, etc. The Audit Committee may request the Internal Audit Division to carry out an investigation and give any specific instruction to the Internal Audit Division if deemed necessary, including the case where the Audit Committee receives a report on any misconduct or material fact of violation of laws and regulations or the Articles of Incorporation in relation to the execution of the duties of an Executive Officer. Any personnel matter and discipline pertaining to the head of the Internal Audit Division shall require the consent of the Audit Committee.
Revised on April 1, 2021
The Isetan Mitsukoshi Group builds and maintains a system for independent risk management by the Group companies, based on “The Basic Policy on Internal Control Systems.” Through integrated compliance and risk management, the Group prevents risks in all of its business domains and prepares to address risks in a cross-sectoral manner, in its efforts to improve its corporate value.
To achieve sustainable growth for the future in a business environment with diversifying risks, the Isetan Mitsukoshi Group clarifies risks and engages in the further strengthening of the systems for promoting compliance and risk management, with the safety and security of customers, business partners, and employees as its top priority.
The Group administers its risk management system with three lines of defense and five layers. In addition to the Group companies, HDS risk management department, and HDS Internal Audit Office as the first, second and third line of defense respectively, the roles of the following five layers of risk management have been clarified to ensure a more effective risk management system: i) non-administrative departments of operating companies of the Group, ii) administrative departments of operating companies of the Group, iii) HDS administrative departments, iv) HDS Risk Management Office, and v) HDS Internal Audit Office.
“The Basic Rules on Risk Management” set out the Group’s risk management system and basic matters regarding risk management at ordinary times and responses at times of emergency.
A Compliance and Risk Management Promotion Committee chaired by the CEO of the Isetan Mitsukoshi Group has been established as the supreme body to practice those Rules. This Committee, which meets regularly, forms the basis of the PDCA cycle for risk management.
The Committee selects and reviews priority risks, discusses policies for the prevention of risks and responses in the event that they occur, and strives for thorough communication of those policies across the entire Group.
The Group takes effective measures to prevent the occurrence of priority risks identified by the Compliance and Risk Management Promotion Committee, through the following four subsections, thereby implementing a PDCA cycle of suggesting, promoting, examining, and improving more specific countermeasures.
❶ Risk Management Subcommittee
This subcommittee takes the initiative in measures centered on focus reviews, to prevent and mitigate priority risks including fire disasters and changing natural disasters that will directly impact business continuity.
❷ Compliance Subcommittee
As well as the prevention of violation of laws, regulations, and other rules in operating activities, this subcommittee thoroughly informs employees of the relevant measures taken by the Group in keeping with legal revisions and the policies of supervisory authorities related to quality control.
❸ Cyber Risk Management Project
This organization maintains knowledge of the latest security trends to optimize the Group’s security technology and improves daily monitoring systems to prevent and quickly respond to any incidents.
❹ COVID-19 Task Force Committee
The committee determines the common policies and countermeasures of the Group, with the safety and peace of mind of customers and employees as its top priority, and promotes initiatives to ensure a balance between the system for operations and new workstyles, while thoroughly implementing measures for the control of infection.
We identify a broad range of risks surrounding our business and sort them into two types, namely “risks and opportunities in terms of management strategy” and “risk events.”
For the former, we clarify the responsible department and reflect them in management and other strategies as management issues, and for the latter, we take into account the degree of impact and frequency of occurrence. After that, by mapping those risks and selecting priority risks, we ensure the thorough implementation of countermeasures.
After creating a risk map (as shown on the right) that took into account the degree of impact in the event of a disaster or incident and the frequency of occurrence, based on the number of incidents that have occurred in the Group, we selected eight priority risks for FY2021.
COVID-19 has had a tremendous impact on consumer sentiment and behavior, and until the situation is contained and economic activity returns to normal, there is potential for changes in lifestyles and consumption structures. In line with the response standards pursuant to the guidelines of the Japan Department Stores Association and other organizations, we will continue to keep all Group companies thoroughly informed of the importance of countermeasures and strive to ensure the safety of the lives and health of Group employees and their families, including employees of our business partners who work in our stores, and to prevent the spread of infections.
The Isetan Mitsukoshi Group believes that the spread of COVID-19 will change consumer behavior at a faster pace than ever. Amid the transformation of consumer behavior as a result of digital transformation and the evolution of a contactless society, we will strengthen our online offerings on the Isetan Mitsukoshi Online Store and our e-commerce businesses, including app-based remote shopping, to provide seamless department store services and increase customer satisfaction. At the same time, we have commenced our entry into the world of virtual reality (VR). Using the app, customers will not only be able to see streetscapes in VR, but they will also be able to shop in a virtual Isetan Shinjuku Main Store and experience “connections with people” even in the virtual world.
We will continue to place initiatives to help create and acquire new customers in our management plans and to promote those initiatives.
The Isetan Mitsukoshi Group believes that it is essential that employees incorporate compliance into their values, awareness, and actions, and practice it to observe laws, ethics, social norms, and the like.
For that purpose, the Group has established “the Isetan Mitsukoshi Group Standards of Corporate Ethical Behavior” as a code of conduct for officers and employees. The Group seeks to maintain and improve compliance systems to ensure the trust of society, in addition to working to share the Standards throughout the company. The Group also works to make compliance in everyday businesses known to all employees by posting the Compliance Guidebook, which outlines laws and guidelines for ethical actions that should be observed in relation to customers, business partners, and employees, on the Intranet.
The Compliance Subcommittee was established as a subsection of the Compliance and Risk Management Promotion Committee. What was the Fair Trade Promotion Subcommittee until the previous fiscal year widened its scope in FY2021 to include laws, ethics, and social norms, based on our views on compliance.
To enhance the effectiveness of its activities, the Subcommittee holds “plenary meetings” at the beginning and the end of each term to set out the term’s policies and review the activities of the past term, “monthly meetings” to share accurate knowledge and operational practices related to our priority themes, and “focus reviews” to enhance daily management at the frontlines of business and prevent any accidents from happening.
Compliance promotion system
(1) Customers: Initiatives for the protection of personal information
(2) Shareholders: Establishment of “The IR Policy”
We have established and published “The IR Policy” to earn the trust and understanding of shareholders and investors through its investor relations activities. The goals of the Group are, based on this policy, to disclose information fairly and improve communication.
(3) Local communities: Response to antisocial forces
“The Basic Policy on internal control systems” and “the Isetan Mitsukoshi Group Procurement Policy” state that the Group will have no relationship with antisocial forces, reject undue claims from them, and prevent damage which may be caused by them.
(4) Business partners: Establishment and application of systems promoting fair trade
We have established “The Isetan Mitsukoshi Group Anti-Bribery Policy” and “The Guidelines on Fair Trade,” under which we promote the establishment of systems to ensure that we remain a group of companies that competes fairly and freely and continues to extensively contribute to society.
(5) Employees: Establishment and operation of a whistleblowing hotline
We have established “The Regulations on Group Hotline” to promptly identify unfair actions and the like, and to make improvements in such cases. We have provided the Group Hotline, a system where external expert firms and law offices receive reports on unfair actions to protect whistleblowers from any unfair treatment.
MI Card Co., Ltd. received an order to take measures based on the Act against Unjustifiable Premiums and Misleading Representations (misleading representation of superiority and greater advantages) from the Consumer Affairs Agency on July 8, 2019, for having made partially improper representation in its membership campaigns for the MI Card and the Gold Card.
In response, the company is working on initiatives to prevent the recurrence company-wide, in addition to providing training and education to all employees.
Other companies in the Group are also making efforts to provide proper and accurate representation (information) to customers, in other words, to strengthen and fully enforce compliance by applying internal rules and manuals to representation in the media used for appeals and the like.
Compliance Guidebook posted on the Companys intranet
The Isetan Mitsukoshi Group includes compliance-related content at training sessions for new employees and newly appointed managers, etc. Furthermore, the Compliance Guidebook, which is a booklet that lays out laws and social norms to be observed by all employees in a manner that is easy to understand, has been posted on the Companys intranet.
[Examples of content]
To fully ensure compliance, the Isetan Mitsukoshi Group is taking measures against bribery, and does not permit any benefits gained through bribery nor any other dishonest means.
This Policy stipulates that no monetary amounts, rewards, advantages or other kinds of benefits shall be supplied to public servants or private executives or employees for the purpose of gaining unfair benefit either inside or outside of Japan.
In addition to the stipulations of the Japanese Criminal Code and the Unfair Competition Prevention Act of Japan, and in consideration of the tightening of restrictions, in both Japan and other countries, on regulatory measures against corruption, such as the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, the Isetan Mitsukoshi Group broadly prohibits the supplying of dishonest benefits to public servants and other individuals of proportionate standing either inside or outside of Japan.
Director, President and CEO
June 25, 2021
We, the Isetan Mitsukoshi Group, and our staff must properly recognize that our group companies are in a superior position in transactions with many of our trading partners, and must also bear the responsibility of allowing our customers to purchase products, etc., in reliance with the information that we provide.
Under this understanding, and with the objectives of the group adhering to fair and free competition, as well as a fair existence that continues to contribute broadly to society, we shall comply with the following Basic Policy on Fair Trade as well as the 11 Principles of Fair Trade Compliance.
(Conducting fair and transparent transactions)
(Provision of appropriate information on products and services)
(Compliance with laws and regulations, and social ethical codes）
1 Prohibition of unfair returns
With the exception of where there is a defect in a purchased product, where a product was not ordered, or where conditions for return were agreed with the trading partner beforehand, we shall not return the products that we have purchased from our trading partners.
2 Prohibition of unfair discounting
With the exception of where there is a defect in a product, or where a product was not ordered, we shall not ask our trading partners to reduce the price of the products we have purchased.
3 Prohibition of refusal of receipt of private brand (PB) products, etc.
With the exception of where there is a defect in a product, or where a product is different to the one ordered, etc., we shall not refuse receipt of products we have ordered from our trading partners with special standards, designs, or models, etc., including private brand (PB) products and manufacturing consignment products.
4 Prohibition of inertia selling
We shall not ask trading partners to purchase the products or to use the services that we have specified contrary to the desire of the trading partner, including having a person involved in the purchase of products at the purchasing department or sales department, or a person engaged in the purchase of miscellaneous goods, etc., recommend a trading partner to purchase our company's products.
5 Prohibition of unfair requesting and use of dispatched sales personnel
If we make a request to send a member of our sales personnel to a trading partner, we shall provide a comprehensive explanation and hold sufficient discussions beforehand.
We shall not send personnel without the prior consent of the trading partner, and shall not make unfair use of the employees, etc., of a trading partner, such as have them perform business outside of that relating to the sale of the product that they are purchasing.
6 Prohibition of unfair requests for funding, etc.
If we ask a trading partner for funding, we shall provide a detailed explanation and hold sufficient discussion beforehand on the amount, use, and calculation basis, etc., based on our prescribed proposal document.
We must not request funding that is not in the direct interest of the trading partner, and we shall not ask for funding in excess of a reasonable range.
Outside of such funding, we shall not request any economic benefits, such as money from our trading partners, which would not normally be borne by them.
7 Prohibition of disadvantageous handling
We must not provide disadvantageous handing to trading partners, such as stopping transactions or delaying payments, on the grounds of a trading partner not having complied with an unfair request made by a group company such as that prescribed in these Principles, or on the grounds of a trading partner having notified a government agency such as the Fair Trade Commission of the fact of the performance of an unjust act by a group company.
8 Prohibition of other unfair trading conditions
We must not conduct transactions under conditions that are significantly disadvantageous to our trading partners, and must not unilaterally change trading conditions.
9 Prohibition of the provision of unfair gifts
We must not provide excessive gifts that exceed the legally prescribed maximum amount and total amount prescribed by law as a means for soliciting customers.
10 Provision of appropriate information and prohibition of misrepresentation
We shall provide the appropriate information on our products and services so that our customers are able to make accurate decisions.
We shall not make displays that mislead customers as a means to solicit customers.
11 Prohibition of unfair trading restrictions
We must not perform any act that restricts regular competition, such as agreeing with a competitor on the price, quantity, trading partner, and contractor, etc., for products and services.