Board Members
Main expertise and experience
we expect from our board members.
Skill matrix
| Title | Name | Expected expertise and experience (skill matrix) * Up to 4 main items are listed. |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Corporate management |
Real estate | Accounting/ Finance |
Legal/ Compliance/ Risk Management |
HR/Labor/ HR Development |
CSR/ ESG/ Sustainability |
M&A | Overseas | |||
| Chairman Representative Director |
Tomoaki Horiguchi | ● | ● | ● | ● | |||||
| President & CEO, President Representative Director |
Seiichi Saito | ● | ● | ● | ● | |||||
| Director | Kentaro Kawanishi | ● | ● | |||||||
| Director | Takeshi Hirahara | ● | ● | ● | ● | |||||
| Director | Keitaro Otomichi | ● | ● | ● | ||||||
| Outside Director | Keiichi Asai | ● | ● | ● | ||||||
| Outside Director | Hideaki Okamoto | ● | ● | ● | ||||||
| Outside Director, Audit & Supervisory Committee Member |
Koichi Ishimizu | ● | ● | |||||||
| Outside Director, Audit & Supervisory Committee Member |
Kazutaka Okubo | ● | ● | ● | ||||||
| Outside Director, Audit & Supervisory Committee Member |
Yukiko Edahiro | ● | ● | |||||||
Reasons for Skill Selection
The Company has selected eight skills that it believes are particularly important among those required for a director in order to achieve sustainable growth in the corporate value. These skills have been selected based on the nature of the business, management strategies and commitment to social responsibility, and are consistent with the structure of the Board of Directors.
| Skills | Reasons for Selection |
|---|---|
| Corporate Management | Selected as indispensable for formulating and executing management strategies to realize the Group’s sustainable growth and enhancement of corporate value. |
| Real Estate | Selected as necessary for clarifying business direction, improving decisionmaking quality, and viewing operations from a broad perspective in our core business of real estate revitalization and utilization. |
| Accounting, Finance | Selected as indispensable for ensuring financial soundness and transparency, and for executing timely and appropriate capital policies by possessing accounting and financial knowledge and assessing the validity of financial strategies. |
| Legal Affairs, Compliance, Risk Management | Selected as necessary for maintaining social trust, properly evaluating and managing business risks, and supporting sound corporate management through thorough legal compliance and corporate ethics. |
| Human Resources, Labor, Human Capital Development | Selected as necessary for optimally utilizing human capital, promoting a rewarding work environment, and enhancing organizational vitality through knowledge of human resource strategy. |
| CSR, ESG, Sustainability | Selected as necessary for fulfilling social responsibilities, coexisting with local communities and the environment, and realizing long-term value creation through deep knowledge of sustainability. |
| M&A | Selected as necessary for optimizing the business portfolio and implementing growth strategies, requiring practical experience and strategic perspectives in M&A, along with decision-making abilities that contribute to corporate value enhancement |
| Global/Overseas | Selected as indispensable for promoting business on a global scale, requiring international perspectives, cross-cultural understanding, and accurate grasp of overseas market trends. |
To adapt to ongoing changes in the social environment and legal systems, we continuously review and reassess our corporate governance practices to ensure they are suitable for our company
To further strengthen our corporate governance structure, we are implementing the following measures:
Relationship with Outside Directors
Our company has appointed five outside directors.
These outside directors bring extensive experience and knowledge from various fields. In addition to attending board meetings, they participate in important meetings such as management conferences. They play a crucial role in enhancing long-term corporate value, objectively evaluating and rectifying the appropriateness and legality of business execution, and strengthening the supervisory function of corporate management.
Furthermore, each outside director collaborates with internal auditors and accounting auditors as necessary, through discussions, reporting, and information exchange to ensure mutual cooperation in their supervisory or auditing duties.
To ensure the practical independence of independent outside directors, the Company has established its own criteria for assessing the independence of outside directors. When an outside director is determined not to fall under any of the items set forth in these criteria, the Company deems such director to be independent from the Company and unlikely to have conflicts of interest with general shareholders.
Independence Criteria for Outside DirectorsEstablishment of the Nomination and Compensation Committee
To enhance the objectivity and transparency of procedures related to the selection and dismissal of officers, as well as officer remuneration, we have established a "Nomination and Compensation Committee" as a voluntary advisory body to the Board of Directors. This committee is composed of half outside directors, ensuring the soundness of our management.
Monthly Compliance Training
To establish a system for legal compliance, we conduct monthly training sessions for all employees. We will continue to ensure sound business operations by implementing a wide range of measures, including the prevention of insider trading, anti-corruption and anti-bribery initiatives, the exclusion of relationships with anti-social forces, and strict information management.
Risk Management and Compliance in Property Acquisition
When acquiring properties, our company conducts a comprehensive three-stage assessment. This includes evaluating the business viability, key risks, impact on the surrounding environment, and compliance, ensuring a thorough and holistic decision-making process.
Throughout this process, not only the relevant business divisions but also the legal and audit departments are involved. By identifying risks from a broad range of perspectives, we have established a framework that enables us to provide products aligned with social responsibility.
Evaluation of the Effectiveness of
the Board of Directors
To enhance the functioning of the Board of Directors, our company conducts analysis and evaluation of the board's effectiveness. Specifically, we survey the directors and Audit & Supervisory Committee members on various aspects related to the Board of Directors, including its composition, operation methods, deliberation status, and support systems for directors and committee members. Based on the results of these surveys, the board conducts an evaluation.
To elicit candid opinions from the survey participants, we conduct the surveys anonymously and outsource the collection, aggregation, and analysis of the survey results to an external organization.
The survey results indicated that the effectiveness of the Board of Directors is generally ensured. However, the results also highlighted some mid- to long-term issues, such as the need for "setting KPIs that enable sustainable growth of the company" and "establishing a system for regular review of the business portfolio of the entire group to ensure sustainable profitability and consider capital costs." Moving forward, we will strive to enhance our corporate governance by addressing the issues identified in this evaluation and further promote management aimed at increasing sustainable corporate value.
Total Amount of Remuneration, etc. Paid to directors and corporate auditors (FY2026/3)
| Classification | Total Amount of Remuneration, etc. Paid (million yen) | Total Amount by Type of Remuneration, etc. (million yen) | Number of Persons Paid | ||
|---|---|---|---|---|---|
| Fixed Remuneration | Performance-linked remuneration | Restricted stock remuneration | |||
| Director (excluding Audit & Supervisory Committee Member and Outside Director) | 256.4 | 150.2 | 80.0 | 26.3 | 7 |
| Audit & Supervisory Committee Member (excluding Outside Director) | 12.0 | 12.0 | ― | ― | 1 |
| Outside Officers | 29.3 | 29.3 | ― | ― | 4 |
Executive Compensation
To align the interests of our directors with the performance of our group, thereby enhancing their motivation and morale towards improving performance, we grant executive bonuses to each director.
Additionally, as part of the revision of the executive compensation system, we have introduced a restricted stock compensation plan for directors who are not Audit & Supervisory Committee members (excluding outside directors). This plan is designed to share the benefits and risks of stock price fluctuations with our shareholders and further enhance the directors' incentive to contribute to stock price appreciation and the enhancement of corporate value.
Executive Compensation Ratios
■ Fixed Compensation
■ Performance-Linked Compensation
■ Stock Compensation
