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Governance

Corporate Governance

Corporate Governance

Basic views

The Group is overhauling its corporate governance structure by continuing to take a range of ongoing measures including ensuring the transparency of our business activities, speeding up management decision-making, strengthening management oversight mechanisms and enhancing internal control systems. In addition, the Company has adopted the organizational structure of a company with a nominating committee, etc.

Corporate governance system

Corporate governance system

State of board of directors and 3committees

Overview of the Board of Directors and committees
三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HDS 人事統括部 グループ人事部, 三越伊勢丹HDS リスクマネジメント室, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部, 三越伊勢丹 総務人事部労務・人事企画DIV, 三越伊勢丹HD 内部監査室 内部統制部, 三越伊勢丹 総務人事グループ人事部, 三越伊勢丹 人事統括部 人材開発部, 三越伊勢丹 総務人事グループ労務・人事企画部, 三越伊勢丹HD 総務統括部グループ人事部, 三越伊勢丹 ストアクリエイショングループ, 三越伊勢丹HDS 取締役会室 取締役会運営部

Directors and Officers of Isetan Mitsukoshi Holdings Ltd.

As of June, 26, 2023

Directors

Director Toshiyuki Hosoya President and CEO
Director Yuki Ishizuka Chairman of the Audit Committee
Director Yoshinori Makino Managing Executive Officer, CSDO and CFO
External Director Fukutaka Hashimoto Chairman of the Board of Directors
Chairman of the Nomination Committee
External Director Miwako Doi Chairman of the Compensation Committee
Member of the Nominating Committee
External Director Hidetoshi Furukawa Member of the Nominating Committee
Member of the Audit Committee
External Director Tomoko Ando Member of the Compensation Committee
Member of the Audit Committee
External Director Hitoshi Ochi Member of the Nominating Committee
Member of the Audit Committee
External Director Toshio Iwamoto Member of the Nominating Committee
Member of the Compensation Committee

Executive Officers

President and CEO Toshiyuki Hosoya
Managing Executive Officer Yoshinori Makino Chief Strategy and Digital Officer, Chief Financial Officer
Managing Executive Officer Akira Kimbara Chief Administrative Officer,Chief Risk Officer,Chief Human Resource Officer
Managing Executive Officer Takuya Yamashita Chief Merchandising 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
☆:Denote Committee Chairman

  Skills Committee
Name Position Corporate management Distribution/
marketing
Global DX/IT/
security
Finance/
accounting
Legal affairs/
risks/
governance
Personnel affairs/
human resources management
Nominating Compensation Audit
Fukutaka Hashimoto Director
(External)
黒丸         黒丸 黒丸    
Miwako Doi Director
(External)
黒丸     黒丸     黒丸 チェック  
Hidetoshi Furukawa Director
(External)
黒丸   黒丸   黒丸     チェック   チェック
Tomoko Ando Director
(External)
黒丸 黒丸         黒丸   チェック チェック
Hitoshi Ochi Director
(External)
黒丸 黒丸   黒丸     チェック チェック
Toshio Iwamoto Director
(External)
黒丸   黒丸 黒丸   チェック チェック
Toshiyuki Hosoya Director and
Executive
           
Yuki Ishizuka Director            
Yoshinori Makino Director and
Executive
         

*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.

Operating Officers   

Group Managing Executive Officer Hidehiko Igura President, West Japan Railway Isetan Ltd.
Group Managing Executive Officer Takao Umeda President and CEO, MI CARD Co., Ltd.
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 Takayuki Tsujii General Manager of Coporate Alliance Office
Operating Officer Takayuki Suzuki General Manager of Corporate Strategy Department
Operating Officer Tomohide Sanbe General Manager of IT Department
Operating Officer Koji Ooyama General Manager of Corporate Finance and Accouning Department Aide to CFO
Operating Officer Jun Shirafuji General Manager of Human Resources Management Department
Operating Officer Atsushi Terajima General Manager of General Affairs Department
Operating Officer Yasushi Miki Attached to CSDO
Operating Officer Yoshihiro Kasahara Attached to CHRO
DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部

Directors and Officers of Isetan Mitsukoshi Ltd.

As of June 21, 2023

Chairman Toshihiko Sugie
President and CEO Toshiyuki Hosoya
Director, Managing Executive Officer Hiroshi Kondo General Manager of Direct Sales Department Sales Headquarters
Standing Auditor Go Higano
Standing Auditor Mari Kameda
Managing Exective Officer Hideki Katagiri General Manager of Business Operations Department
Managing Exective Officer Takuya Yamashita General Manager of Sales Headquarters
Operating Officer Takayuki Suzuki General Manager of Real Estate Development Department
Operating Officer Jun Shirafuji General Manager of Human Resources Management Department
Operating Officer Shota Kondo General Manager of Sales Strategy Department Sales Headquarters
Operating Officer Akiko Kano Head of Merchandising Group Ⅰ
Operating Officer Noriyuki Hashizume Head of Merchandising Group Ⅱ
Operating Officer Kenji Kurihara Store Manager of Isetan Shinjyuku Main Store
Operating Officer Ryota Marui Store Manager of Mitsukoshi Nihombashi Main Store
Operating Officer Makoto Enomoto Store Manager of Mitsukoshi Ginza Store
DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部

Directors and Officers of Major Group Companies

As of June 26, 2023

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. Satoru Tanaka
President, West Japan Railway Isetan Ltd. Hidehiko Igura Group Managing Executive Officer, Isetan Mitsukoshi Holdings Ltd.
President and CEO, Iwataya Mitsukoshi Ltd. Mikitaro Sanaka
President and CEO, MI CARD Co., Ltd. Takao Umeda Group Managing Executive Officer, Isetan Mitsukoshi Holdings Ltd.
President and CEO, IM Food Style Ltd. Ryuichi Amamiya
President , Isetan Mitsukoshi Business Support Ltd. Takeshi Fujimori
President and CEO, Isetan Mitsukoshi System Solutions Ltd. Yasuhiro Minowa
President and Representative Director, Studio Alta Co., Ltd. Hiroki Taguchi
Chairman , Isetan Mitsukoshi Property Design Ltd. Hideki Katagiri
DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部

Information on officers

President and CEO

  • Toshiyuki Hosoya

Toshiyuki Hosoya

(July 1,1964)

Summary of career, positions, responsibilities and significant posts concurrently held

Apr 1987 Joined Isetan Co., Ltd.
Apr 2015 Operating Officer, General Manager in charge of Fashion Accessories, MD Administration Department, Department Store Business Planning and Operation Headquarters, Isetan Mitsukoshi Ltd.
Apr 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.
Apr 2017 Operating Officer, General Manager of Corporate Planning Division, Strategic Planning Headquarters, Isetan Mitsukoshi Holdings Ltd.
Apr 2018 President and CEO of Iwataya Mitsukoshi Ltd.
Apr 2021 President and CEO, Isetan Mitsukoshi Holdings Ltd.
President and CEO, Isetan Mitsukoshi Ltd. (to the present)
Jun 2021 Director, President and CEO, Isetan Mitsukoshi Holdings Ltd. (to the present)
Sep 2021 Director, Shin Kong Mitsukoshi Department Store Co., Ltd. (to the present)

Significant posts concurrently held

President and CEO, Isetan Mitsukoshi Ltd.
Director, Shin Kong Mitsukoshi Department Store Co., Ltd.

三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HDS 人事統括部 グループ人事部, 三越伊勢丹HDS リスクマネジメント室, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部, 三越伊勢丹 総務人事部労務・人事企画DIV, 三越伊勢丹HD 内部監査室 内部統制部, 三越伊勢丹 総務人事グループ人事部, 三越伊勢丹 人事統括部 人材開発部, 三越伊勢丹 総務人事グループ労務・人事企画部, 三越伊勢丹HD 総務統括部グループ人事部, 三越伊勢丹 ストアクリエイショングループ

Director

  • Yuki Ishizuka

Yuki Ishizuka

(Jun 11, 1962)

Summary of career, positions, responsibilities and significant posts concurrently held

Apr  1985 Joined Isetan Co., Ltd.
Apr  2015 Operating Officer, Genral Manager, Isetan Tachikawa Store,
Area Department Store Business Planning & Operating Headquarters, Isetan Mitsukoshi Ltd. 
Apr  2017 Operating Officer, Isetan Mitsukoshi Holdings Ltd.
President and Representative Director, Isetan Mitsukoshi Human Solutions Ltd.
Apr  2021 President and Representative Director, Sendai Mitsukoshi Ltd.
Apr  2022 Operating Officer, Board of Directors Office
Jun 2022 Director, Isetan Mitsukoshi Holdings, Ltd. (to the present)

Significant posts concurrently held

 

DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部

Director

  • Yoshinori Makino

Yoshinori Makino

(Dec 2, 1966)

Summary of career, positions, responsibilities and significant posts concurrently held

Apr 1990 Joined Isetan Co., Ltd.
Apr 2016 Director, Operating Officer, General Manager, Corporate Strategy Department, Isetan Mitsukoshi Food Service Co., Ltd. (currently MI Food Style Co., Ltd.)
Apr 2019 Director, Operating Officer, General Manager, General Affairs and Human Resources Department, Isetan Mitsukoshi Ltd.
Apr 2020 Director, Managing Operating Officer, General Manager, General Affairs and Human Resources Group, Isetan Mitsukoshi Ltd.
Apr 2021 Managing Operating Officer, CSDO and CHRO, Isetan Mitsukoshi Holdings Ltd.
Director, West Japan Railway Isetan Ltd. (to the present)
Aug 2021 Director, Shin Kong Mitsukoshi Department Store Co., Ltd. (to the present)
Apr 2022 Managing Operating Officer, CSDO and CFO, Isetan Mitsukoshi Holdings Ltd. (to the present)
Jun 2023 Director, Isetan Mitsukoshi Holdings Ltd. (to the present)

Significant posts concurrently held

Director, West Japan Railway Isetan Ltd.
Director, Shin Kong Mitsukoshi Department Store Co., Ltd.

DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部

External Director [Independent Officer]

  • Fukutaka Hashimoto

Fukutaka Hashimoto

(Jul 6, 1954)

Summary of career, positions, responsibilities and significant posts concurrently held

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.)
Jun 2020 External Director, Isetan Mitsukoshi Holdings Ltd. (to the present)
Mar 2021 External Auditor, KOKUYO Co., Ltd. (to the present)

Significant posts concurrently held

Representative Partner Attorney and Director, Tokyo Hatchobori Law Office
External Director, KOKUYO Co., Ltd.

DFF Inc., 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HDS 人事統括部 グループ人事部, 三越伊勢丹HDS リスクマネジメント室, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部, 三越伊勢丹 総務人事部労務・人事企画DIV, 三越伊勢丹HD 内部監査室 内部統制部

External Director [Independent Officer]

  • Miwako Doi (Jun 2, 1954)

Miwako Doi

(Jun 2, 1954)

Summary of career, positions, responsibilities and significant posts concurrently held

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)

Significant posts concurrently held

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.

DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部

External Director [Independent Officer]

  • Hidetoshi Furukawa

Hidetoshi Furukawa

(Jul 16, 1955)

Summary of career, positions, responsibilities and significant posts concurrently held

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 Director 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 2018 Chairman
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)

Significant posts concurrently held

Special Advisor, SMBC Trust Bank Ltd.
Chairman, General Incorporated Foundation Kobe City Property Research 
External Director, Toagosei Co., Ltd.

三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HDS 人事統括部 グループ人事部, 三越伊勢丹HDS リスクマネジメント室, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部, 三越伊勢丹 総務人事部労務・人事企画DIV, 三越伊勢丹HD 内部監査室 内部統制部

External Director [Independent Officer]

  • Tomoko Ando

Tomoko Ando

(Jul 18, 1959)

Summary of career, positions, responsibilities and significant posts concurrently held

Apr 1982 Joined Nissan Motor Co., Ltd.
Mar 1991 Joined Coca-Cola (Japan) Company, Limited
Jan 1993 Global Brand Marketing Brand Manager
Dec 1996 Joined Master Foods Ltd.(currently Mars Japan Limited.)
Jan 2006 People Pipeline Manager, Personnel & Organization, Master Foods Ltd.
Aug 2008 Joined NIHON L'ORÉAL K.K.
Senior HR Manager, Human Resources, NIHON L'ORÉAL K.K.
Mar 2011 Vice President, Head of Human Resources, NIHON L'ORÉAL K.K.
Jun 2018 External Director, PRESS KOGYO CO., LTD.(to the present)
Jun 2019 External Director, Kansai Paint Co., Ltd. (to the present)
Jun 2022 External Director, Isetan Mitsukoshi Holdings Ltd. (to the present)
Jan 2023 Representative Director, Open the Door Inc. (to the present)

Significant posts concurrently held

External Director, PRESS KOGYO CO.
External Director, Kansai Paint Co., Ltd.
Representative Director, Open the Door Ltd.

三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HDS 人事統括部 グループ人事部, 三越伊勢丹HDS リスクマネジメント室, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部, 三越伊勢丹 総務人事部労務・人事企画DIV, 三越伊勢丹HD 内部監査室 内部統制部, 三越伊勢丹 総務人事グループ人事部, 三越伊勢丹 人事統括部 人材開発部, 三越伊勢丹 総務人事グループ労務・人事企画部, 三越伊勢丹HD 総務統括部グループ人事部, 三越伊勢丹 ストアクリエイショングループ, 三越伊勢丹HDS 取締役会室 取締役会運営部

 

External Director [Independent Officer]

  • Hitoshi Ochi

Hitoshi Ochi

(Oct 21, 1952)

Summary of career, positions, responsibilities and significant posts concurrently held

Apr 1977 Joined Mitsubishi Chemical Industries, Co., Ltd. (currently Mitsubishi Chemical Corporation)
Jun 2010 Director, Managing Executive Officer, General Manager, Corporate Strategy Office, Mitsubishi Chemical Holdings Corporation (currently Mitsubishi Chemical Group Corporation)
Apr 2012 President (Representative Director) and CEO, Mitsubishi Rayon Co., Ltd. (currently Mitsubishi Chemical Corporation)
Apr 2015 Representative Director and President, Mitsubishi Chemical Holdings Corporation
Jun 2015 Director, Representative Executive Officer and President, Mitsubishi Chemical Holdings Corporation
Apr 2017 President & CEO, Mitsubishi Chemical Corporation (Representative Director)
Apr 2021 Director, Mitsubishi Chemical Holdings Corporation
Jun 2021 Special Advisor, Mitsubishi Chemical Holdings Corporation
Jun 2023 External Director, Isetan Mitsukoshi Holdings Ltd. (to the present)

Significant posts concurrently held

None

DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部

External Director [Independent Officer]

  • Toshio Iwamoto

Toshio Iwamoto

(Jan 5, 1953)

Summary of career, positions, responsibilities and significant posts concurrently held

Apr 1976 Joined Nippon Telegraph and Telephone Public Corporation
Jun 2004 Director, NTT DATA (Currently NTT DATA Group Corporation) Corporation
Jun 2007 Executive Managing Director
Jun 2009 Senior Executive Vice President and Representative Director
Jun 2012 President and Chief Executive Officer, Representative Director
Jun 2018 Consultant (to the present)
Jun 2019 External Director, NSK Ltd.
External Audit & Supervisory Board Member, IHI Corporation
Jun 2020 External Director, Daiwa Securities Group Inc. (to the present)
Jun 2022 External Director, East Japan Railway Company (to the present)
Jun 2023 External Director, Isetan Mitsukoshi Holdings Ltd. (to the present)

Significant posts concurrently held

Consultant, NTT DATA Group Corporation
External Director, Daiwa Securities Group Inc.
External Director, East Japan Railway Company

DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 総務統括部 コンプライアンス部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部, 三越伊勢丹HD チーフオフィサー室経営企画DIV, 三越伊勢丹ヒューマン・ソリューションズ 人財開発事業部

Initiatives to improve the effectiveness of the Board of Directors

Evaluation of Board o Director's effectivenes

The Company is conducting the analysis and evaluation of the effectiveness of the Board of Directors on an ongoing basis through such means as self-evaluation questionnaires and interviews with Directors including External Directors, which also incorporate a perspective of third-party agencies. Furthermore, the Board of Directors discusses how to enhance its effectiveness based on the analysis and evaluation, and strives to make improvements through formulation and implementation of action plans. An outline of the effectiveness evaluation of the Board of Directors conducted for the fiscal year ended March 31, 2022 is as follows:

Following discussions at the Board of Directors on interim evaluations of the improvement status of issues extracted in fiscal 2022, the Board of Directors conducted “questionnaires” and “interviews” for Executive Officers as well as all Directors regarding the composition of the Board of Directors, content of deliberations, and operational aspects of support.


Major items for questionnnaire/interview

- Roles and responsibilities of the Board of Directors
- Size and composition of the Board of Directors
- Operations and discussions of the Board of Directors
- External Directors’ meetings
- Constructive dialogue with stakeholders
- Support for External Directors
- Effectiveness of the three statutory committees

Analysis and evaluation results

The evaluation results showed that more than a certain percentage responded with “effective” or “generally effective” to many of the questions, confirming that the effectiveness of the Board of Directors and Nominating, Compensation, and Audit Committees is ensured
In particular, there was a marked improvement in the score for “operations and discussions of the Board of Directors,” with a certain degree of evaluation and satisfaction regarding to improvements in agenda items, frequency of meetings, and the implementation of open-minded and constructive discussions, etc.
With regard to “roles and responsibilities of the Board of Directors” an opinion that emerged was that “As the Group moves from the Department store phase to the more challenging Deployment and Fruiting phases, it is necessary to evolve the monitoring perspective of the Medium-Term Management Plan to stimulate discussions from a long-term perspective.”
The main assessments and issues identified by the Directors and Executive Officers captured by this year’s evaluation of the effectiveness of the Board of Directors are summarized below.
The following items in the previously formulated action plan were evaluated as having improved or having been implemented this fiscal year:
- Clarification of strategic direction by way of periodic reporting on key strategies
- Establishment of a centralized system for managing the Group’s management issues
- Enhancement of discussions regarding business execution through the leadership of the CEO and improved effectiveness of the Board of Executive Officers
On the other hand, the common view was that it was necessary to continue working on these items:
- Discussion of agenda items and selection of themes for the next Medium-Term Management Plan and other issues relevant to the Company’s future from a long-term perspective
- Utilizing the Board of Directors meetings for reporting and sharing information about risks
- Reporting on progress on the action plans of the three statutory committees
- Enhancing training that contributes to the understanding of the Company
- Further improving the content (quality and quantity) of materials

Action plan for the next fiscal year

As a result of discussions between External Directors and Executive Officers and the Board of Directors that took into account the evaluation results, the following operating policy and action plan for the next fiscal year have been established.
<Operating policy>
- Evolve the Board of Directors’ monitoring capability and create an environment that supports appropriate executive risk-taking.
- Achieve alignment on the direction of the next Medium-Term Management Plan through discussions about the Company’s future from a long-term perspective.
<Action plan>
1. Global direction of the Group (engage in discussions from long-term perspective)
2. Supervision and monitoring of business execution (clarify points for monitoring)
3. Improving the effectiveness of the Nominating, Compensation, and Audit Committees (cooperation between the Board of Directors and each committee)
4. Continuously improving operations and support (enhance support for External Directors, improve efficiency of secretariat management)

The Company will steadily implement the action plans formulated and periodically check the progress and status of improvements on the issues at Board of Directors meetings, in an effort to further enhance the effectiveness of the Board of Directors.

Policy on the nomination of officers

The Company stipulates the maximum age and the maximum term of office for each position of senior management Executive Officers in the Regulations of Age Limits of Executive Officers in Office to promote appropriate rotation. Given this, selection of Executive Officers, including Representative Executive Officers and Executive Officers with special titles, and their reappointment after the expiration of the appointment contract shall be determined by the Nominating Committee by appropriately evaluating quantitative results of respective Executive Officers during their term of appointment contract, as well as objective data such as management personnel evaluation, etc. prepared by third-party agencies. In March 2022, the Company formulated the Isetan Mitsukoshi Group Officer Policy, which sets the criteria for the appointment and dismissal of officers to ensure transparency.

Decision on selection and reappointment of the CEO and the succession plan

The Company has positioned decision on the selection and reappointment of the CEO and the succession plan as
one of the most important tasks of the Nominating Committee, and has worked on this while ensuring
transparency and fairness. The Committee is working to further enhance such initiatives, including by obtaining
the opinions of all External Directors other than the Committee members in the deliberation process.
Specifically, in the first year of inauguration of the CEO, the Nominating Committee deliberates on the vision for
the term of office, and the CEO explains and shares the progress of management plans, future outlook, issues to
be addressed, etc. to the Nominating Committee each fiscal year. The Company has established a system under
which External Directors who are members of the Nominating Committee independently determine the
acceptance/non-acceptance of the reappointment.
In addition, the Company thoroughly shares all information on candidates for a CEO successor with the
Nominating Committee, including screening results of each candidate by an external management personnel
evaluation agency, training plans, and plans for relocation to sectors that each candidate should experience. The
Nominating Committee deliberates on and confirms CEO candidates for emergencies (acting CEO) at the
beginning of each fiscal year.

Policy on  nomination of  candidates for director

With regard to nomination of candidates for Director, the policy of the Company is to have the Board of
Directors comprised of members from a diverse range of people with broad and highly specialized knowledge
and skills, as well as high ethical standards.
When selecting candidates for Director, the Nominating Committee, which is composed of a majority of
External Directors and chaired by one of them, makes decisions based on the above policy on the composition
of the Board of Directors and the selection standards as below, and the proposal is submitted to the general
meeting of shareholders.

1) Must have knowledge and experience that are meaningful to the management of the Company and be well-versed in various management issues

2) Must have accurate insight into and a grasp of the global trends as well as changes in the market and customers

3) Must be eager to learn new knowledge and able to develop new views on management and directions based on such knowledge

4) Must have excellent character and insight and be physically and mentally healthy

5) Must have a strong sense of ethics and compliance, as well as values and personality that are appropriate for a Director

Furthermore, for External Directors, the Company invites people from different fields and industries, primarily those with practical management and business-world experience, while giving due consideration to ensuring diversity of the Board of Directors when selecting candidates, in order to actively take in a wide range of opinions from an objective perspective and ensure well-balanced management.

Regarding senior management Executive Officers, the Board of Directors shall determine candidates after the deliberation by the Nominating Committee.

Criteria for independence

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.”

Compensation of officers

Basic principles related to compensation for officers

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.

Types of remuneration, etc. of officers and the method by which they are determined

Under the Director remuneration system of the Company, executive remuneration is composed of three elements: “basic remuneration” as fixed remuneration, “bonuses” linked to annual performance, and “share-based remuneration” as a medium- and long-term incentive. For Executive Officers, including the President and CEO (Representative Executive Officer), bonuses that are paid as a form of performance-linked remuneration shall account for 25% (±0% compared to FY2022) of the total annual remuneration for each individual, with the aim of clarifying their responsibilities for business execution. (Bonuses shall not be paid to internal Directors except for those who concurrently serve as Executive Officer, and Outside Directors.)

Meanwhile, with a view toward promoting common interests between officers and shareholders, and raising the effectiveness of the incentive for enhancing the Group’s medium- to long-term performance and our corporate value, the Company introduced a Restricted Share-based Remuneration System linked to share price performance in FY2020, the remuneration percentage of which is being raised gradually. For FY2023, share-based remuneration shall account for 20% (+5% compared to FY2022) of the total annual remuneration for each individual.

[1] Bonus payment calculation formula

Executive Officers: Base amount of bonus (monthly remuneration (5 months)) x corporate performance payment rate x Company-wide ESG indicators

[2] Corporate performance payment rate

The Group has adopted consolidated operating income as its indicator to strongly motivate officers to achieve goals under the Medium-term Management Plan and annual goals in line with the plan, with a view toward quickly establishing a sound operational base for the Group and launching its management on a growth track into the future.

Specifically, the payout ratio shall be 1.00 (100%) upon the full achievement of the operating income goal the Company should aim for, and designed to vary in proportion to the degree of achievement, with 0.00 (0%) at the minimum and no cap for the maximum. The operating income goal the Company should aim for shall be determined for each fiscal year, based on the absolute standards of the targeted amount, with a view toward providing clear and effective incentives.

[3] Company-wide ESG indicators

From FY2023, ESG indicators have been incorporated in the evaluation of officers’ bonuses as a motivation to achieve the Company’s mid- to long-term goal of promoting sustainability. The KPI indicators shall be determined for each fiscal year and are designed to reflect the individual’s degree of achievement within a ±5% range of the base amount of bonus x corporate performance payment rate.

Restricted Share-based Remuneration System

In FY2020, we implemented a share-based remuneration system with restriction of transfer, with a view to further enhancing the awareness of the Company’s Directors, including External Directors, and Executive Officers towards improving shareholder value.

❶ Amount of monetary remuneration receivable under the Restricted Share-based Remuneration System

For Executive Officers (including those concurrently serving as Director): Basic monthly remuneration x 4 (months)

❷ Determination of the number of shares allotted

Individual monetary remuneration receivable / Reference share price (*) (Figures under one hundred shares are to be disregarded.)
*Reference share price: the final closing price of the Company’s share at Tokyo Stock
Exchange on one business day prior to resolution on allotment (or, if no closing price is quoted on such day, the final closing price of the immediately preceding business day)Period during which the transfer of shares is restricted and conditions under which the restriction is lifted

❸ Period during which the transfer of shares is restricted: 30 years
Transfer restrictions shall be lifted if the recipient retires from all offices within the Group due to the expiration of his or her term of office, or for reasons deemed justifiable by the Company’s Board of Directors during the transfer restriction period.

DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部

Policy on cross-shareholdings

Policy on cross-shareholdings

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.

The number of shares held by Isetan Mitsukoshi Ltd., the largest shareholder of cross-shareholdings, was 36 as of March 31, 2022. In FY2022, it sold 3 shares and holds 33 shares as of March 31, 2023.

Standards for exercising voting rights in relation to 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.

Policy in the case that cross-shareholders indicate their intention to sell shares

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.

DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部, 三越伊勢丹HDS 財務・IR統括部 広報・IR部, 三越伊勢丹HDS 秘書室, 三越伊勢丹HDS 取締役会室 監査委員会運営部

Basic Policy for Internal Control Systems at Isetan Mitsukoshi Holdings Ltd.

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.

1.Compliance Systems

“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.

2.Risk Management Systems

“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.

3.Internal Control Systems Regarding Financial Reporting

“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.

4.Information Storage Management Systems

“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.

5.Systems for the Efficient Execution of Duties

“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.

6.Group Company Management Systems

“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.

7.Items Relating to Audit Committee Staff

“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.

8.Systems Relating to Reports to the Audit Committee

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.

9.Policy for Processing Auditing Fees

“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.

10.Systems Relating to the Ensured Efficacy of Audit Committee Audits

“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

DFF Inc., 三越伊勢丹HDS 総務統括部 総務企画部