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    1. Composition, etc., of the Board of Directors

      Last update: June 26, 2019

        the Board of Directors

      1Composition of the Board of Directors (balance among knowledge, experience, and skills, and diversity and size, of the Board of Directors)
      [CGC Supplementary Principle 4.11.1]

      The Company emphasizes the composition of Directors and Audit & Supervisory Board Members for the Board of Directors having a good overall balance of knowledge, experience, and skills to effectively perform the role and responsibilities of the Board and ensuring both diversity and an appropriate size.
       In particular, as a holding company, the Company needs to conduct comprehensive and multifaceted management for diverse business domains. Therefore, the Company examines the Board composition, considering diversity in terms of female and non-Japanese Directors and Audit & Supervisory Board Members as well as the balance among their knowledge, experience, and skills.
       For the Company’s Audit & Supervisory Board Members, the Company takes care to appoint such persons with appropriate knowledge of finance and accounting.
       The Company stipulates the aforementioned policies in the “Guidelines for Directors and Audit & Supervisory Board Members (resolved at the Board of Directors meeting held on April 7, 2016).”

      Composition of the Board of Directors for FY2020

      With respect to the members of the Board of Directors for FY2020, considering the fact that ongoing issues from the previous fiscal year, such as developing the succession plan for Directors and Audit & Supervisory Board Members, as well as a more precise compensation system need to be deliberated, we considered appointing diverse members with a good balance of knowledge, experience, and skills, who are deemed appropriate for the Board of Directors of a holding company which formulates Group strategies, supervises business execution, and performs other functions, while maintaining an appropriate size.
       In particular, with respect to the election of a female Director, we have continued to consider this to be an important topic, based on the evaluation of the Board of Directors’ effectiveness, and have decided to proactively incorporate both external and female perspectives, in an effort to acutely recognize signs of the transformation of social structures and changes in our customers, and carry out timely and steady business management. Accordingly, we have appointed Ms. Rudy, who has abundant knowledge and experience, etc., as a specialist in marketing theory, as an Independent Outside Director.
       In addition, with respect to the selection of a successor to Ms. Rudy, in conjunction with her resignation from the office of Independent Outside Audit & Supervisory Board Member, the Company, from the perspective of emphasizing the diversity of the Audit & Supervisory Board, deliberated on a female candidate for Outside Audit & Supervisory Board Member, and decided to appoint Ms. Matsuhashi, who has abundant experience and technical knowledge related to finance, accounting and management administration as a certified public accountant, as an Independent Outside Audit & Supervisory Board Member.
       Comprising diversity-ensured members, the Company’s Board of Directors will continue to effectively fulfill its roles and responsibilities.

      Reasons for Selection as Director (Internal)

      Name Reasons for Selection
      Ryuichi Isaka He has broad knowledge of Group management cultivated as a director of the Company and its Group companies, and the Company would like him to utilize his knowledge for maximization of the Group’s corporate value through swift generation of new business, and through activation of our existing business by means of using the collective capabilities of the retail group, which has various business categories.
      Katsuhiro Goto He has broad knowledge related to management administration cultivated as a director of the Company and its Group companies, and the Company would like him to utilize his knowledge for advancement of Group functions (integration of the Company’s administrative divisions, aiming to provide high value-added services, and reduce costs), and for the Digital Strategy, etc., as new strategies.
      Junro Ito He has broad knowledge related to ESG (Environment, Social, Governance) cultivated as a director of the Company and its Group companies, and the Company would like him to utilize his knowledge for the enhancement of corporate value including non-financial aspects, and for the smooth execution of Group management, which the Company is aiming for.
      Kimiyoshi Yamaguchi He has broad knowledge related to corporate communications and management information analysis cultivated as a director of the Company, and the Company would like him to utilize his knowledge for activation of the Group companies’ corporate communications, etc.
      Shigeki Kimura He has broad knowledge related to management administration and personnel management cultivated as an executive officer of the Company, and the Company would like him to utilize his knowledge for the Group companies’ personnel strategy and reinforcement of the personnel development system, etc.
      Fumihiko Nagamatsu He has broad knowledge related to business management and franchise business cultivated as a director of the Company and its Group companies, and the Company would like him to utilize his knowledge for advancement of Group functions and pursuit of Group synergies, which the Company is aiming for.
      Joseph M. DePinto He has broad knowledge of franchise business cultivated as a director of our American Group companies, and the Company would like him to utilize his knowledge for providing advice to the Company’s Board of Directors from an international perspective and for promotion of global management of the Company.

      Reasons for Selection as Director (Outside)

      Name Reasons for Selection?
      Yoshio Tsukio He has knowledge and experience from his long term work as a specialist in media policy, and the Company would like him to utilize his broad high-level knowledge and experience, etc. for the Company management.
      Kunio Ito He has technical knowledge of accounting and management, etc. from his long term work as a professor, and the Company would like him to utilize his abundant experience as an outside director of other companies and his appropriate supervisory functions, etc. for the Company management.
      Toshiro Yonemura He has worked consecutively at such important positions as Superintendent General, Tokyo Metropolitan Police Department and Deputy Chief Cabinet Secretary for Crisis Management etc., and the Company would like him to utilize his broad high-level experience and insight, etc. for the Company management.
      Tetsuro Higashi He has worked consecutively at such important positions as Representative Director, Chairman and President of Tokyo Electron Limited, etc., and the Company would like him to utilize his broad high-level experience and insight, etc. as a corporate manager for the Company management.
      Kazuko Rudy She has abundant experience and knowledge as a specialist in marketing theory, and the Company would like her to utilize her broad high-level knowledge and experience, etc., for the Company management.

      Reason for Selection as Audit & Supervisory Board Member (Internal)

      Name Reasons for Selection
      Noriyuki Habano He has broad knowledge related to the overall operations of the Group cultivated as a Senior Officer of the Auditing Office of the Company, and the Company would like him to contribute to the establishment of a good corporate governance structure that can realize robust and sustainable growth of the Company, creation of medium-to long-term corporate value, and respond to social trust.
      Yoshitake Taniguchi He has abundant experience and technical knowledge related to finance and accounting from having been in charge of finance and accounting division in the Company and its Group companies, and the Company would like him to contribute to the establishment of a good corporate governance structure that can realize robust and sustainable growth of the Company, creation of medium-to ling-term corporate value, and respond to social trust by utilizing his insight, etc. cultivated through his career.

      Reason for Selection as Audit & Supervisory Board Member (Outside)

      Name Reasons for Selection
      Kazuhiro Hara He has abundant experience and technical knowledge related to finance and accounting as a certified public accountant, and the Company would like him to contribute to the establishment of a good corporate governance structure that can realize robust and sustainable growth of the Company, creation of medium-to long-term corporate value, and respond to social trust by utilizing his insight, etc. cultivated through his career.
      Mitsuko Inamasu She has abundant experience and technical knowledge related to legal affairs as an attorney at law, and the Company would like her to contribute to the establishment of a good corporate governance structure that can realize robust and sustainable growth of the Company, creation of medium-to long-term corporate value, and respond to social trust by utilizing her insight, etc. cultivated through her career.
      Kaori Matsuhashi She has abundant experience and technical knowledge related to finance, accounting and management administration as a certified public accountant, and the Company would like her to contribute to the establishment of a good corporate governance structure that can realize robust and sustainable growth of the Company, creation of medium- to long-term corporate value, and respond to social trust by utilizing her insight, etc., cultivated through her career.

      2Numbers and composition ratios of Outside Directors and Outside Audit & Supervisory Board Members

      The numbers and composition ratios of the Outside Directors and Outside Audit & Supervisory Board Members of the Company are: 5 Outside Directors out of 12 Directors and 3 Outside Audit & Supervisory Board Members out of 5 Audit & Supervisory Board Members.
       As mentioned above, as a holding company, the Company needs to conduct comprehensive and multifaceted management for diverse business domains. Accordingly, the composition of its Outside Directors and Outside Audit & Supervisory Board Members is to be examined considering not only ensuring diversity but also bearing in mind the overall balance of knowledge, experience, and skills. The Company therefore values having a diverse team of Outside Directors and Outside Audit & Supervisory Board Members to provide multifaceted management advice, including raising issues, and thereby ensures active discussion within the Board of Directors.
       While being extremely conscious of the diversity of its Outside Directors and Outside Audit & Supervisory Board Members, we believe that the most important aspect is “personnel selection.” We have not yet reached the conclusion that setting formal numbers of Outside Directors and Outside Audit & Supervisory Board Members based on constant composition ratios would be optimal for the Company’s Board of Directors. Therefore, we have not set a specific policy on the composition ratio of Outside Directors and Outside Audit & Supervisory Board Members, including Independent Outside Directors.
       We will continue to discuss this point, not only through dialogue with our stakeholders, but also based on social trends.

      3View on independence of Outside Directors and Outside Audit & Supervisory Board Members and independence standards
      [CGC Principle 4.9]

      (1) Designation of Independent Directors and Independent Audit & Supervisory Board Members

      The Company designates all Outside Directors and Outside Audit & Supervisory Board Members who satisfy the qualifications for independent officers as the Independent Outside Directors and Independent Outside Audit & Supervisory Board Members.

      (2) Independence standards for Outside Directors and Outside Audit & Supervisory Board Members

      As mentioned above, the Company emphasizes diversity in its Directors and Audit & Supervisory Board Members, including in Outside Directors and Outside Audit & Supervisory Board Members, and strives to secure high-quality external human resources who will support enhanced corporate governance. Accordingly, the Company has adopted the following standards for independence of Outside Directors and Outside Audit & Supervisory Board Members, considering that it is better to judge each candidate from the essential perspective of whether they have any potential conflict of interest with general shareholders.
       The opinions of the Outside Directors and Outside Audit & Supervisory Board Members were also considered in the adoption of the following standards; however, the Company will continue to discuss the standards going forward, noting that other companies and so forth have examined their independence standards from various perspectives.

      1. Independence standards for Outside Directors and Outside Audit & Supervisory Board Members

      (1) Fundamental approach
      Independent Directors and Independent Audit & Supervisory Board Members are defined as Outside Directors and Outside Audit & Supervisory Board Members who have no potential conflicts of interest with general shareholders of the Company.
       In the event that an Outside Director or an Outside Audit & Supervisory Board Member is likely to be significantly controlled by the management of the Company or is likely to significantly control the management of the Company, that Outside Director or Outside Audit & Supervisory Board Member is considered to have a potential conflict of interest with general shareholders of the Company and is considered to lack independence.
      (2) Independence standards
      In accordance with this fundamental approach, the Company uses the independence standards established by the financial instruments exchange as the independence standards for the Company’s Outside Directors and Outside Audit & Supervisory Board Members.

      2. De minimis thresholds for information disclosure regarding the attributes of Independent Directors and Independent Audit & Supervisory Board Members as negligible

      (In the most-recent business year of the Company)

      ? With regard to “transactions,” “less than 1% of the non-consolidated revenues from operations of the Company in the most recent accounting period”

      ? With regard to “donations,” “less than ¥10 million”

      4Concurrent positions of Directors and Audit & Supervisory Board Members
      [CGC Supplementary Principle 4.11.2]

      The Company discloses concurrent positions held at other companies by the Company’s Directors and Audit & Supervisory Board Members in the convocation notices of the Annual Shareholders’ Meetings.

      5Activities of the Board of Directors

      (1) Setting the dates of the meetings of the Board of Directors and securing deliberation time

      With regard to setting the dates of the meetings of the Board of Directors, considering the recent increase in the number of Outside Directors and Outside Audit & Supervisory Board Members, as well as the fact that some Directors reside overseas, the Company begins preparations early and sets the dates of meetings six months prior to the commencement of the fiscal year, to ensure that every member can attend.
       In terms of the deliberation time at the meetings of the Board of Directors, in light of the fact that meeting materials are shared in advance, the key points of the agenda are explained clearly and briefly, while sufficient time is allocated for both discussions and question and answer sessions. The Company has recently been making efforts to secure sufficient time for deliberation, through means such as prolonging the meetings themselves, in order to accommodate an increase in active discussions from diverse standpoints.
       If a matter for resolution and reporting is found to require further deliberation, the agenda, etc., after being redrafted and improved to reflect the observations of the Board of Directors, is again presented as follow-up deliberations at the next and subsequent meetings of the Board of Directors, and is accordingly confirmed and resolved, etc.

      (2) Matters for deliberation

      Although the Board of Directors deliberates a wide range of topics, the major items and the points of deliberation of each item are as follows.
       (The following presents examples. Accordingly, deliberations include, but are not limited to these items.)

      ⅰ) Matters determined by laws and regulations, including the Companies Act (including determination of the agenda of the Shareholders’ Meeting)

      In addition to confirming and determining the agenda of the meetings, etc., deliberations are held based on forward-looking variable elements, including revisions to laws that are scheduled in the future.

      ⅱ) Matters determined by the Corporate Governance Code (including deliberations on matters related to sustainability, such as environmental policy)

      Questions and recommendations are presented from a broader perspective, including initiatives undertaken by other companies, both in Japan and overseas, while at the same time confirmations are made regarding specific conditions, such as the on-site status of operating companies.

      ⅲ) Items for follow-up deliberations, in cooperation with the Nomination and Compensation Committee (including the succession plan and revision of the compensation system for Directors and Audit & Supervisory Board Members)

      Follow-up deliberation items are discussed at the meetings of the Board of Directors or the Management Opinion Exchange Meetings, with interim reports presented by the Nomination and Compensation Committee to the Board of Directors, as necessary. In addition, more detailed deliberations are conducted by the Nomination and Compensation Committee based on the discussions by the Board of Directors and the Management Opinion Exchange Meetings, after which the Board of Directors, based on the recommendations of the Nomination and Compensation Committee, conducts deep-dive deliberations in which matters are resolved after an overall discussion.

      ⅳ) Progress of the Medium-Term Management Plan, and the strategies and policies of the Group and its operating companies

      In addition to confirming the progress of the Medium-Term Management Plan, the Board of Directors also confirms the implementation status of the various strategies and policies described in this report, in terms of the results, issues to be addressed, and measures going forward.

      ⅴ) Management situation of the major operating companies (including PMI reports)

      The management situations of the major operating companies are reported, and the progress of structural reforms and the implementation status of each company’s PDCA, etc., is confirmed, including issues to be addressed and measures going forward.

      ⅵ) Internal controls, the status of risk management, and the implementation status of compliance

      The Board of Directors not only confirms the implementation status of internal controls based on the reports of the internal auditing division, etc., but also monitors the development, operation, and improvement status of the risk management system.
       In addition, with regard to compliance issues that arise at operating companies, the Board of Directors receives specific reports from these operating companies, in light of their materiality, and confirms the implementation status of improvement measures, including measures to prevent the recurrence of such incidents.

      6Evaluation of the Board of Directors’ effectiveness
      [CGC Supplementary Principle 4.11.3]

      1) Fundamental approach to evaluation of the Board of Directors’ effectiveness

      The Company conducts the Board of Directors’ effectiveness evaluation (referred to as “Board of Directors’ evaluation”) through objective analysis and thorough discussions by members of the Board of Directors regarding “whether the Board of Directors is effectively functioning to realize corporate value and improve corporate governance as the Company aims.” The evaluation is positioned as an important factor in the PDCA cycle leading to specific actions for further improvements.
       In addition, the Company has established the Board of Directors’ evaluation implementation policy, as follows, in conducting the FY2019 Board of Directors’ evaluation.

      Board of Directors’ evaluation implementation policy

      ⅰ) The evaluation shall basically be a “self-evaluation,” to be performed each year by all Directors and all Audit & Supervisory Board Members.

      ⅱ) Progress of the important topics set in the previous year’s Board of Directors’ evaluation shall be confirmed and evaluated.

      ⅲ) With regard to the Board of Directors’ evaluation process (conducting surveys and interviews, utilizing third-party organizations, etc.), the Board of Directors’ secretariat shall prepare a draft each time, and this draft shall be discussed by the Board of Directors.

      (2) FY2019 Board of Directors’ evaluation process

      Overview

      With regard to the FY2019 Board of Directors’ evaluation process, based on the Board of Directors’ evaluation implementation policy, the evaluation topics (including survey topics) as well as the process for this fiscal year were deliberated and determined, through discussions by the Board of Directors.
       This fiscal year, continuous monitoring has been conducted for the FY2019 important topics set by the previous year’s Board of Directors’ evaluation. In addition, as only a few of the Directors and Audit & Supervisory Board Members were replaced in the current year, a pre-evaluation survey was conducted for all Directors and all Audit & Supervisory Board Members, while individual interviews were conducted only for newly appointed (internal and outside) Directors and newly appointed (internal and outside) Audit & Supervisory Board Members. Based on the results of the survey and interviews, discussions were conducted among all Directors and all Audit & Supervisory Board Members.

      Evaluation process FY2018 FY2019
      Pre-evaluation survey Conducted for all Directors and all Audit & Supervisory Board Members
      Individual interviews Conducted for all Directors and all Audit & Supervisory Board Members Conducted only for newly appointed Directors and newly appointed Audit & Supervisory Board Members
      Discussion Conducted by all Directors and all Audit & Supervisory Board Members

      Scope of evaluation

      In addition to the Board of Directors itself, the scope of evaluation also covered relevant meeting bodies such as the Nomination and Compensation Committee, an advisory body, as well as the Management Opinion Exchange Meeting and the Audit & Supervisory Board.

      Points of evaluation

      ⅰ) Evaluation of the progress of the FY2019 important topics determined by the previous year’s Board of Directors’ evaluation

      ⅱ) Fixed-point evaluations of the items monitored by the Board of Directors (values, sustainability, strategies, governance, etc.), based on the Guidance for Collaborative Value Creation

      ⅲ) Fixed-point evaluations of important corporate governance-related items, as topics for the Board of Directors

      ⅳ) Evaluation of the Audit & Supervisory Board, in addition to advisory bodies of the Board of Directors, etc. (the Nomination and Compensation Committee and the Management Opinion Exchange Meeting)

      Survey topics/Sample questions

      ⅰ) Progress of the FY2019 important topics

      ? Are appropriate deliberations being conducted on succession planning for top management?

      ? Are appropriate assessments being conducted on the processes regarding M&As and PMI?

      ⅱ) Items being monitored by the Company’s Board of Directors based on the Guidance for Collaborative Value Creation

      ? Are appropriate deliberations being conducted on the Group’s ideal business model?

      ? Are appropriate deliberations being conducted to ensure sustainability and growth?

      ⅲ) Important corporate governance-related items as topics for the Board of Directors

      Composition of the Board of Directors ? Are the knowledge, experience, skills, and diversity (including the numbers and ratios of internal and outside Directors and internal and outside Audit & Supervisory Board Members) required of the Directors (Board of Directors) appropriate?
      Information gathering and support structure ? Are appropriate advance explanations and support being provided regarding the details of the agenda of the meetings of the Board of Directors, and is sufficient time being given to an examination of these materials in advance?
      Cross-shareholdings ? Are cross-shareholdings being appropriately assessed?

      ⅳ) Evaluation of the Audit & Supervisory Board, in addition to advisory bodies of the Board of Directors, etc. (the Nomination and Compensation Committee and the Management Opinion Exchange Meeting)

      Committees, etc. ? Are the composition, operation, and reports of the Nomination and Compensation Committee appropriate? ? Are the Audit & Supervisory Board Members (Audit & Supervisory Board) fulfilling their roles and responsibilities sufficiently?

      (3) Evaluation schedule and evaluation process

      Overviews of the Board of Directors’ evaluation schedule and process are as below.

      Overviews of evaluation schedule and process

      Evaluation schedule and evaluation process

      (4) Results of Board of Directors’ evaluation

      The overview of the aforementioned Board of Directors’ evaluation is as below.

      Overview of results of the FY2019 Board of Directors’ evaluation

      ⅰ) The Board of Directors (including the Management Opinion Exchange Meeting) has mostly carried out the FY2019 important topics, and improvements continue to be made with respect to both the topics and quality of deliberation (Confirmation of the PDCA of Group strategies, the strategies of the operating companies, and the like)

      ⅱ) Each Director and Audit & Supervisory Board Member is conducting deliberations from a variety of perspectives, based on his or her knowledge, experience, and skills, through free and open discussions, and the Board of Directors is appropriately fulfilling its role and responsibilities, including its monitoring functions

      ⅲ) The Board of Directors is appropriately monitoring to confirm that business management is being conducted based on the Corporate Creed (Trust and Sincerity), and is also proactively contributing to enhancement of the effectiveness of governance, by providing recommendations on improving medium- to long-term corporate value, among other matters

      ⅳ) The Nomination and Compensation Committee, as an advisory body to the Board of Directors, is contributing to the objectivity and transparency of nomination and compensation procedures

      ⅴ) While the effectiveness of the Board of Directors has been ensured, the issues that were identified during the evaluation will be set and worked on as important topics, in order to further improve the effectiveness of the Board of Directors

      Important topics
      Confirmation of the Medium-Term Management Plan
      Examination of Group strategies
      Assessment of M&As/new businesses, etc.
      The role of the Company
      ? With respect to the progress of the Medium-Term Management Plan, various strategies, and the PMI of M&As, etc., ongoing monitoring is being conducted on the status of implementation of measures regarding various issues. Nevertheless, the Board of Directors will continue to confirm the progress of PDCA and provide opportunities for discussion.
      Succession planning for top management
      Compensation system for Directors and Audit & Supervisory Board Members
      ? It was confirmed that policies are being examined and operated as concrete systems. However, the Board of Directors will continue to examine and provide opportunities for discussion, with the aim of developing a further improved system
      Sharing the process of the activities of the Nomination and Compensation Committee ? Although improvements have been made regarding the reports by the Nomination and Compensation Committee at the meetings of the Board of Directors, the Board of Directors will continue to examine and make improvements
      Composition of the Board of Directors ? The Board of Directors will continue considerations regarding female Directors ? The Board of Directors will consider Directors as a way of incorporating a range of knowledge and experiences, including different age groups and nationalities, from the standpoint of diversity, in addition to the perspectives of women

      (5) Important topics

      As a company in the retail business, the Company’s basic policy is to immediately start working on issues to be addressed and then to devise and improve approaches toward solutions. We consider this also applicable to the operation of the Board of Directors. Among the important topics, we have already addressed those issues that were able to be improved through practical changes to operations, while for matters that require separate discussions, we have included them in the detailed annual schedule and have started working on them. We will confirm and evaluate the progress on these important topics at upcoming and future evaluations of the Board of Directors.
       Based on the results of this evaluation of the Board of Directors’ effectiveness, we will work to further improve the effectiveness of the Board of Directors in order to achieve sustainable growth and increase corporate value over the medium to long term.

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