* In sections with “−”, the value is not stated because data are not available.
* Percentage figures are displayed with the number truncating the number beyond the third decimal point.
* “Isetan Mitsukoshi” in the boundary refers to Isetan Mitsukoshi Ltd. (companies in the Department Store Business located in the Tokyo Metropolitan area).
* Boundary: Boundary (Group) includes Isetan Mitsukoshi Holdings Ltd., Isetan Mitsukoshi Ltd., the Group department stores in Japan and some affiliates in Japan.
| Corporate Governance | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Basic Policy for Internal Control Systems at Isetan Mitsukoshi Holdings Ltd. | https://imhds.disclosure.site/en/themes/132#1072 | |||||||||
| Boundary | Unit | FY 2018 |
FY 2019 |
FY 2020 |
FY 2021 |
FY 2022 |
As of June 30, 2023 |
|||
| Number of Directors*1 | Internal Directors |
Female | HDS | Persons | 0 | 0 | 0 | 0 | 1 | 1 |
| Male | 5 | 5 | 6 | 3 | 3 | 2 | ||||
| Total | 5 | 5 | 6 | 3 | 4 | 3 | ||||
| Independent Directors |
Female | 1 | 2 | 2 | 2 | 2 | 2 | |||
| Male | 2 | 1 | 5 | 4 | 4 | 4 | ||||
| Total | 3 | 3 | 7 | 6 | 6 | 6 | ||||
| External Directors (other than Independent Directors) |
Female | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Male | 1 | 1 | 0 | 0 | 0 | 0 | ||||
| Total | 1 | 1 | 0 | 0 | 0 | 0 | ||||
| Total | 9 | 9 | 13 | 9 | 10 | 9 | ||||
| The Director and Executive Officer (The Director and Corporate Executive Officer from June 2020.) |
Persons | 3 | 4 | 4 | ２ | 2 | 2 | |||
| % of The Director and Executive Officer on the Board (The Director and Corporate Executive Officer from June 2020.) |
% | 33.3 | 44.4 | 30.8 | 22.2 | 20 | 22.2 | |||
| % of Female on the Board | % | 75.0 | 75.0 | 100.0 | 100 | 100 | 100 | |||
| % of Female on the Board | % | 11.1 | 22.2 | 15.4 | 22.2 | 30 | 33.3 | |||
| Average Age of Directors (including External Members) |
Age | 65.1 | 62.5 | 63.4 | 65.4 | 65.5 | 64.6 | |||
| Average Age of Directors (Internal Members only) |
Age | 60.4 | 60.3 | 61.2 | 62.3 | 62.5 | 58.3 | |||
| Number of Board Meetings | Times | 14 | 15 | 13 | 12 | 12 | - | |||
| Board Meeting Attendance | % | 99.2 | 95.6 | 99.4 | 100 | 100 | - | |||
| Attendance of Independent Directors at Board Meetings | % | 97.4 | 93.3 | 98.9 | 100 | 100 | - | |||
| Number of Directors whose attendance rate of Board of Director is less than 75% | Persons | 0 | 0 | 0 | 0 | 0 | - | |||
| Boundary | Unit | FY 2018 |
FY 2019 |
FY 2020 |
FY 2021 |
FY 2022 |
As of June 30, 2023 |
|||
| Number of Nomination Committee Members*1 | Internal Directors |
Female | HDS | Persons | - | - | 0 | 0 | 0 | 0 |
| Male | - | - | 1 | 1 | 1 | 0 | ||||
| Total | - | - | 1 | 1 | 1 | 0 | ||||
| Independent Directors |
Female | - | - | 1 | 1 | 1 | 1 | |||
| Male | - | - | 3 | 3 | 3 | 4 | ||||
| Total | - | - | 4 | 4 | 4 | 5 | ||||
| External Directors (other than Independent Directors) |
Female | - | - | 0 | 0 | 0 | 0 | |||
| Male | - | - | 0 | 0 | 0 | 0 | ||||
| Total | - | - | 0 | 0 | 0 | 0 | ||||
| Total | - | - | 5 | 5 | 5 | 5 | ||||
| Number of Nomination Commitee | Times | - | - | 9 | 10 | 10 | - | |||
| Attendance rate of Nomination Commitee Members | ％ | - | - | 100 | 100 | 100 | - | |||
| Number of Members whose attendace rate of Nomination Committee is less than 75% | Persons | - | - | 0 | 0 | 0 | - | |||
| Number of Remuneration Committee Members*1 | Internal Directors |
Female | Persons | - | - | 0 | 0 | 0 | 0 | |
| Male | - | - | 1 | 0 | 0 | 0 | ||||
| Total | - | - | 1 | 0 | 0 | 0 | ||||
| Independent Directors |
Female | - | - | 1 | 1 | 2 | 2 | |||
| Male | - | - | 2 | 2 | 1 | 1 | ||||
| Total | - | - | 3 | 3 | 3 | 3 | ||||
| External Directors (other than Independent Directors) | Female | - | - | 0 | 0 | 0 | 0 | |||
| Male | - | - | 0 | 0 | 0 | 0 | ||||
| Total | - | - | 0 | 0 | 0 | 0 | ||||
| Total | - | - | 4 | 3 | 3 | 3 | ||||
| Number of Remuneration Committee | Times | - | - | 9 | 8 | 8 | - | |||
| Attendance rate of Remuneration Committee Members | ％ | - | - | 96 | 100 | 100 | - | |||
| Number of Members whose attendace rate of Remuneration Committee is less than 75% | Persons | - | - | 0 | 0 | 0 | - | |||
| Number of Audit Committee Members*1 | Internal Directors |
Female | Persons | - | - | 0 | 0 | 1 | 1 | |
| Male | - | - | 1 | 1 | 1 | 0 | ||||
| Total | - | - | 1 | 1 | 2 | 1 | ||||
| Independent Directors |
Female | - | - | 1 | 0 | 1 | 1 | |||
| Male | - | - | 3 | 3 | 2 | 2 | ||||
| Total | - | - | 4 | 3 | 3 | 3 | ||||
| External Directors (other than Independent) | Female | - | - | 0 | 0 | 0 | 0 | |||
| Male | - | - | 0 | 0 | 0 | 0 | ||||
| Total | - | - | 0 | 0 | 0 | 0 | ||||
| Total | - | - | 5 | 4 | 5 | 4 | ||||
| Number of Audit Committee | Times | - | - | 16 | 17 | 17 | - | |||
| Attendance rate of Audit Committee Members | % | - | - | 100 | 100 | 100 | - | |||
| Number of Members whose attendance rete of Audit Committee is less than 75% | Persons | - | - | 0 | 0 | 0 | - | |||
| Boundary | Unit | FY 2018 |
FY 2019 |
FY 2020 |
FY 2021 |
FY 2022 |
As of June 30, 2023 |
|||
| Number of Nominating and Compensation Committee Members*1 | Internal Directors |
Female | HDS | Persons | 0 | 0 | - | - | - | - |
| Male | 1 | 1 | - | - | - | - | ||||
| Total | 1 | 1 | - | - | - | - | ||||
| Independent Directors |
Female | 1 | 2 | - | - | - | - | |||
| Male | 2 | 1 | - | - | - | - | ||||
| Total | 3 | 3 | - | - | - | - | ||||
| External Directors (other than Independent Directors) | Female | 0 | 0 | - | - | - | - | |||
| - | 1 | 1 | - | - | - | - | ||||
| Total | 1 | 1 | - | - | - | - | ||||
| Total | 5 | 5 | - | - | - | - | ||||
| Number of Nominating and Compensation Committee Meetings*1 | Times | 12 | 12 | - | - | - | - | |||
| Nominating and Compensation Committee Meeting Attendance*1 | % | 98.3 | 93.3 | - | - | - | - | |||
| Number of Audit & Supervisory Board Members*1 | Internal Directors |
Female | Persons | 0 | 0 | - | - | - | - | |
| Male | 2 | 2 | - | - | - | - | ||||
| Total | 2 | 2 | - | - | - | - | ||||
| Independent Directors |
Female | 0 | 0 | - | - | - | - | |||
| Male | 2 | 2 | - | - | - | - | ||||
| Total | 2 | 2 | - | - | - | - | ||||
| External Audit & Supervisory Board Members (other than Independent Audit & Supervisory Board Members) | Female | 0 | 0 | - | - | - | - | |||
| Male | 1 | 1 | - | - | - | - | ||||
| Total | 1 | 1 | - | - | - | - | ||||
| Total | 5 | 5 | - | - | - | - | ||||
| % of Independent Audit & Supervisory Board Members among External Audit & Supervisory Board Members*1 | % | 66.6 | 66.6 | - | - | - | - | |||
| % of Female Audit & Supervisory Board Members*1 | % | 0 | 0 | - | - | - | - | |||
| Number of Audit Committee Meetings*1 | Times | 15 | 16 | - | - | - | - | |||
| Audit Committee Meeting Attendance*1 | % | 97.3 | 96.2 | - | - | - | - | |||
| Attendance of Independent Auditors at Board Meetings*1 | % | 96.6 | 90.6 | - | - | - | - | |||
| Number of Auditors Attending Less Than 75% of Board Meetings*1 | Persons | 0 | 0 | - | - | - | - | |||
*1.We changed our institutional design to Company with Nomination Committee from Company with Audit and Supervisory Committee in June 2020.
| Compensation | ||||||||
|---|---|---|---|---|---|---|---|---|
| Boundary | Unit | FY 2018 |
FY 2019 |
FY 2020 |
FY 2021 |
FY 2022 |
||
| Compensation of Directors (Excluding External Directors) |
Base Salary*1 | HDS | Millions of Yen | 175 | 178 | 112 | 63 | 78 |
| Performance-based bonuses | 58 | 0 | 0 | 0 | 0 | |||
| Stock-based compensation*2 | 72 | 66 | 10 | 4 | 6 | |||
| Total | 306 | 244 | 123 | 67 | 84 | |||
| Compensation of Executive Officers （Excluding External Directors）*3 |
Base Salary*1 | Millions of Yen | - | - | 167 | 151 | 156 | |
| Performance-based bonuses | - | - | 9 | 31 | 58 | |||
| Stock-based compensation*2 | - | - | 19 | 35 | 35 | |||
| Total | - | - | 195 | 217 | 249 | |||
| Compensation of Audit & Supervisory Board Members (Excluding External Directors)*4 |
Base Salary*1 | Millions of Yen | 50 | 50 | 12 | - | - | |
| Performance-based bonuses | - | - | - | - | - | |||
| Stock-based compensation*2 | - | - | - | - | - | |||
| Total | 50 | 50 | 12 | - | - | |||
| Compensation of External Officers（Excluding External Directors）*4 | Base Salary*1 | Millions of Yen | 69 | 78 | 90 | 83 | 81 | |
| Performance-based bonuses | - | - | - | 0 | 0 | |||
| Stock-based compensation*2 | - | - | 7 | 6 | 5 | |||
| Total | 69 | 78 | 97 | 89 | 86 | |||
*1 Excluding subsidiarie
*2 We introduced restricted stock compensation plan by revising the stock compensation-type stock options inFY2020.
*3 Total Amount of Compensation of Managing Executive Officers is compensation of Officers who has taken the position after the transition (compensation for June.15 2020 to March.31, 2021 only.) For those who also serve as Directors, the total amount of compensation after the transition is written separately for the amount paid by directors and executive officers.
*4 We transited to a Company with Nomination Committee from Company with Audit and Supervisory Committee by the approval of the 12th Ordinary General Meeting of Shareholders held on June.15 2020. Auditors and External Auditors resigned at the end of the Meeting.
| Shareholder Rights | ||
|---|---|---|
| Anti-Takeover Defenses | None | |
| Accounting Audits | |||||||
|---|---|---|---|---|---|---|---|
| Boundary | Unit | FY 2018 |
FY 2019 |
FY 2020 |
FY 2021 |
FY 2022 |
|
| Compensation of Accounting Auditors*1 | Group | Millions of Yen | 247 | 232 | 227 | 226 | 230 |
*1 Including “compensation for non-audit services”
| Compliance | |||||||
|---|---|---|---|---|---|---|---|
| Corporate Ethics | Yes | Isetan Mitsukoshi Group Standards of Corporate Ethical Behavior https://imhds.disclosure.site/en/themes/197#925 |
|||||
| Anti-Corruption Policy | Yes | Anti-Bribery Policy https://imhds.disclosure.site/en/themes/132#1170 |
|||||
| Anti-Bribery Policy | Yes | Stated in the Anti-Bribery Policy and the Anti-Bribery Rules, internal rules https://imhds.disclosure.site/en/themes/132#1170 |
|||||
| Protection Policy on Employee used whistleblowing system | Yes | Regulation on Group Hotline https://imhds.disclosure.site/en/themes/132#1171 |
|||||
| Fair Trade Policy | Yes | Basic Policy on Fair Trade https://imhds.disclosure.site/en/themes/132#1172 |
|||||
| Boundary | Unit | FY 2018 |
FY 2019 |
FY 2020 |
FY 2021 |
FY 2022 |
|
| Number of Fines and Penalties for Corruption | Group | Violations | 0 | 0 | 0 | 0 | 0 |
| Total Cost of Fines and Penalties for Corruption | Group | Yen | 0 | 0 | 0 | 0 | 0 |
| Number of Incidents of Non-Compliance | Group | Violations | 0 | 1 | 0 | 0 | 0 |
| Total Cost of Incidents of Non-Compliance | Group | 10 thousand yen | 0 | 1,526 | 0 | 0 | 0 |
| Meeting Bodies | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Boundary | Unit | FY 2018 |
FY 2019 |
FY 2020 |
FY 2021 |
FY 2022 |
|||||
| Compliance and Risk Management Promotion Committee | Number of members | Group | Persons | 65 | 75 | 82 | 73 | 85 | |||
| Number of meetings | Times | 2 | 2 | 2 | 2 | 2 | |||||
| Sustainability Promotion Committee | Number of members | Persons | 21 | 63 | 46 | 68 | 68 | ||||
| Number of meetings | Times | 2 | 2 | 1 | 1 | 2 | |||||