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    1. Policies and Procedures for Appointment/Dismissal and Nomination of Directors and Audit & Supervisory Board Members, and Training

      Last update: June 26, 2019

      1Board policies and procedures in the appointment/dismissal of senior management and the nomination of Director and Audit & Supervisory Board Member candidates
      [CGC Principle 3.1 (iv)]
      [CGC Supplementary Principle 4.11.1]

      (1) Outline of basic policy and system

      The Company established the “Nomination and Compensation Committee” with an Independent Outside Director as the Chair to be an advisory committee to the Board of Directors, and by the committee’s deliberations on the nomination, compensation, etc. of Representative Directors, Directors, Audit & Supervisory Board Members, and executive officers (in this paragraph, “Officers, etc.”) utilizes the knowledge and advice of Outside Directors and Outside Audit & Supervisory Board Members and ensures objectivity and transparency in the procedures for deciding the nomination and compensation of Officers, etc., thereby enhancing the supervisory functions of the Board of Directors and further substantiating corporate governance functions.

      (2) Proper Group management and utilization of the Nomination and Compensation Committee

      The Company’s “Nomination and Compensation Committee” deliberates on the nomination and compensation of not only the Company’s Officers, etc. but also the Representative Directors of the core operating companies.
       The Representative Directors of the core operating companies occupy an important position for the Group’s management and are included within the purview of deliberations by the Nomination and Compensation Committee from the perspective of emphasizing the objectivity and transparency of the principal nomination and compensation procedures for the management of not only the Company but also the Group.
       Currently, the “core operating companies” are Seven-Eleven Japan Co., Ltd., Ito-Yokado Co., Ltd., Seven & i Food Systems Co. Ltd., York-Benimaru Co., Ltd., Sogo & Seibu Co., Ltd., and York Mart Co., Ltd. (as of May 23, 2019).
       The Company will also appropriately determine the companies to be “core operating companies” with an emphasis on the objectivity and transparency of the Group management procedures, in accordance with the Group’s business portfolio strategy and governance system.

      (3) Involvement of Audit & Supervisory Board Members from the perspective of ensuring correct procedures

      One internal Audit& Supervisory Board Member and one Outside Audit & Supervisory Board Member act as observers at the “Nomination and Compensation Committee.”
       This is because deliberations by the “Nomination and Compensation Committee” include nomination of candidate Audit & Supervisory Board Members, whose duty is to audit the performance of duties by the Directors, and it is important to ensure due process at the “Nomination and Compensation Committee” as an advisory committee to the Board of Directors.

      (4) Main items for deliberation by the Nomination and Compensation Committee and committee composition

      ⅰ) Main items for deliberation

      ? Basic policies and standards for nomination of candidates for the Company’s Officers, etc. and candidates for the Representative Directors of the core operating companies

      ? Contents of appointment proposals for candidates for the Company’s Officers, etc. and candidates for the Representative Directors of the core operating companies

      ? Basic policies and standards for compensation, etc., for Officers, etc. of the Company and of the core operating companies

      ? Contents of compensation, etc. for Officers, etc. (excluding Audit & Supervisory Board Members) of the Company and for the Representative Directors of the core operating companies

      ⅱ) Composition (as of May 23, 2019)

      Chair: Kunio Ito (Independent Outside Director)
      Members: Ryuichi Isaka and Katsuhiro Goto (two internal Directors), Kunio Ito and Toshiro Yonemura (two Independent Outside Directors)
      Observers: One internal Audit & Supervisory Board Member and one Outside Audit & Supervisory Board Member

      * The chair and committee members are selected by the Board of Directors, and the observers are selected through discussion among Audit & Supervisory Board Members.

      * The decisions of the committee are made by a majority of the members in attendance, and in the event of a tie vote, the decision is made by the Chair.

      Status of the Nomination and Compensation Committee in FY2019

      Reporting process

      (5) Reporting process (an example of the nomination process)

      Status of the Nomination and Compensation Committee in FY2019

      2Requirements and qualities of Directors and Audit & Supervisory Board Members

      The Company has stipulated the requirements and qualities of the Directors and Audit & Supervisory Board Members in the “Guidelines for Directors and Audit & Supervisory Board Members.”

      (1) Formulation of the Guidelines for Directors and Audit & Supervisory Board Members

      To improve the Company’s corporate governance, the “Governance Roundtable Talks” have been held several times since January 2016 comprising all of the Outside Directors and Outside Audit & Supervisory Board Members and the management team to discuss corporate governance based on the main themes of Japan’s Corporate Governance Code. This is a discretionary initiative to enable intensive discussion and receive free and open advice from the Outside Directors and Outside Audit & Supervisory Board Members.
       In the above process, the members discussed the standards for nomination of Directors and Audit & Supervisory Board Members to determine what kind of personnel are “needed” and “desirable” for the Group’s Directors and Audit & Supervisory Board Members. The results of the discussion regarding the requirements and qualities for these personnel have been formulated as the “Guidelines for Directors and Audit & Supervisory Board Members.”
       The “Guidelines for Directors and Audit & Supervisory Board Members” were formulated with the approval of the Nomination and Compensation Committee meeting held in April 2016 and of the Board of Directors meeting held on April 7, 2016. (Some of the wording was revised at the Board of Directors meetings held on May 26, 2016 and November 1, 2018).

      (2) Basic perspective on the requirements and qualities of Directors and Audit & Supervisory Board Members

      The Company believes that discussion of corporate governance concerning Officers, etc. should begin with the assumption that “nobody is perfect.”
       Thus, the Company has clarified “conditions that must be satisfied by Directors and Audit & Supervisory Board Members” as universal “requirements.” Meanwhile, the “strengths” of each individual can vary; thus, the Company has treated these “personnel selection analysis and perspective that allows for individual strengths and weaknesses” as “qualities” separately from the requirements.
       The desirable “qualities” differ depending on the duties assigned to each Director and Audit & Supervisory Board Member, and have been set separately depending on the positions as set forth below:
      ⅰ) Directors responsible for business execution
      ⅱ) Directors and Audit & Supervisory Board Members responsible for supervision and audits
      ⅲ) Group representative (Company President)
       On the assumption that each individual Director and Audit & Supervisory Board Member has different strengths and weaknesses with regard to his/her “qualities,” the Company considers it important to select Board members by utilizing and combining individual “strengths” while emphasizing the diversity of the Directors and Audit & Supervisory Board Members.
       If any Director or Audit & Supervisory Board Member has come to lack these “requirements” or “qualities,” the Company shall consider dismissing such Director or Audit &Supervisory Board Member.

      Conceptual drawing of “requirements” and “qualities”

      (Reference) Directors and Audit & Supervisory Board Member “Requirements”: Conditions that must be satisfied
      Candidate
      director A
      Candidate
      director B
      Candidate
      director C
      Requirement 1
      Requirement 2 ×
      Requirement 3 ×
      Result × ×
      (Reference) Director and Audit & Supervisory Board Member “Qualities”: Personnel selection analysis and perspective allowing for individual strengths and weaknessConceptual drawing of “requirements” and “qualities”

      3Basic policy regarding qualities and appointment/dismissal of Group representative
      (Company President) (Group representative succession plan)

      The Company has stipulated the following qualities desired for Group representative (Company President) in the Guidelines for Directors and Audit & Supervisory Board Members.

      Appropriate qualities and viewpoints for Group representative
      Qualities Viewpoints
      Business management capability ? Have problem-solving capabilities ? Have outstanding judgement, etc.
      Leadership ability ? Set constructive targets and lead the Company to achieve beyond them ? Strong ability to communicate with other Directors, Audit & Supervisory Board Members, and employees ? Ability to drive change, etc.
      Personal qualities ? Understand own strengths and weaknesses, able to collaborate with persons who possess qualities to compensate for qualities he or she lacks ? Always prepared to learn

      The basic policy regarding appointment/dismissal of Group representative is as follows.

      ? Evaluate the candidate through a sincere process using multifaceted and objective materials

      ? Examine in detail whether the candidate has the management capabilities required for solving management issues facing the Group companies

      ? Specifically check and evaluate the leadership style and ability of the candidate

      4Explanations of reasons for appointment when the Board of Directors appoints senior management and nominates Director and Audit & Supervisory Board Member candidates
      [CGC Principle 3.1 (v)]

      When the Board of Directors nominates Director and Audit & Supervisory Board Member candidates, including candidates for Representative Director, the Company discloses the reasons for these nominations on “Composition of the Board of Directors (balance among knowledge, experience, and skills, and diversity and size, of the Board of Directors) [Supplementary Principle 4.11.1]”, and detailed information about the candidates is disclosed in the Convocation Notice of the Annual Shareholders’ Meeting.

      5Training for Directors and Audit & Supervisory Board Members
      [CGC Supplementary Principle 4.14.2]

      The Company has built and implements a training system tailored to each position for its Directors, Audit & Supervisory Board Members, executive officers, and other officers and employees.
       Training for Directors covers corporate governance, relevant laws and regulations such as the Companies Act and the Financial Instruments and Exchange Act, which is also provided for executive officers who have responsibility for administrative divisions. The expenses for the training are borne by the Company.
       In addition, the Company’s Directors and Audit & Supervisory Board Members make use of all opportunities to train themselves through their own efforts, and the Company affords opportunities for improvement. The Company’s training policy for Directors and Audit & Supervisory Board Members is set out in item “6. Provision of opportunities to develop and improve skills” of the Guidelines for Directors and Audit & Supervisory Board Members (see below).
       The Company provides Outside Directors and Audit & Supervisory Board Members with opportunities to visit the places of business of the major subsidiaries (please refer to, “Exchange of opinions with Outside Directors and Outside Audit & Supervisory Board Members”).

      Training Policy for Directors and Audit & Supervisory Board Members

      (1) Skills development

      The Directors and Audit & Supervisory Board Members of the Group companies shall constantly strive to develop the following skills.

      (ⅰ) Develop and acquire expertise and skills appropriate for a business manager

      (ⅱ) Deepen their fundamental understanding of each position and function, and based thereon develop and acquire the ability to analyze and decide matters from a company-wide and comprehensive perspective

      (ⅲ) Develop and acquire the ability for flexible thinking and rapid, accurate decision-making regarding management and administration issues

      (ⅳ) Acquire methods to utilize skills and techniques necessary for business analysis, business planning, and so forth

      (ⅴ) Develop and acquire skills to effectively combine individual efforts of organization members to achieve company objectives, and to effectively develop and improve the latent potential of these persons

      (ⅵ) Lift motivation for self-improvement

      (ⅶ) Improve other qualities required of Directors and Audit & Supervisory Board Members

      (2) Provision of opportunities for improvement

      In order to improve and foster the abovementioned abilities, the Directors and Audit & Supervisory Board Members of the Group companies shall make use of all opportunities to train themselves, and the Company shall afford opportunities for improvement.

      (ⅰ) Encourage their participation in external management training programs

      (ⅱ) Introduce appropriate specialists to resolve management issues

      (ⅲ) Provide information and hold seminars to assist their understanding of economic, social, cultural, compliance, corporate governance, and other general affairs

      (ⅳ) Provide training opportunities

      (ⅴ) Provide other self-development and training opportunities

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