Board of Directors and Executive Officers

Directors

  • Positions and areas of responsibilities of the above candidates for director are as of this General Meeting of Shareholders.

(As of May 29, 2019)

Name Area of responsibility Significant concurrent positions outside the Company
Hiroshi Yokoo Chairman of the Board Outside Director of YAMAYA CORPORATION
Motoya Okada Nomination Committee Member
Compensation Committee Member
Director and Advisor of Aeon Mall Co., Ltd.
Director and Advisor of Aeon Retail Co., Ltd.
Director and Advisor of Daiei, Inc.
Director and Advisor of United Super Markets Holdings Inc.
Director of Welcia Holdings Co., Ltd.
Outside Director and Advisor of TSURUHA HOLDINGS INC.
Outside Director of KUSURI NO AOKI HOLDINGS CO., LTD.
Akinori Yamashita

Outside Directors

(As of May 29, 2019)

Name Area of responsibility Significant concurrent positions outside the Company
Yukako Uchinaga Director;
Chairman, Nomination Committee Member;
Audit Committee Member
President of Japan Women's Innovative Network
Board Chair of Japan Diversity Network Association
President and Representative Director of Globalization Research Institute
Outside Director of HOYA CORPORATION
Outside Director of DIC Corporation
Outside Director of Teijin Limited
Toru Nagashima Director;
Chairman, Compensation Committee Member;
Audit Committee Member
Honorary Advisor of Teijin Limited
Audit & Supervisory Board Member (external) of Daikin Industries, Ltd.
Director of Japan Corporate Governance Network
Takashi Tsukamoto Director;
Audit Committee Member;
Compensation Committee Member
Honorary Advisor of Mizuho Financial Group
Outside Director of Asahi Mutual Life Insurance Company
Outside Audit & Supervisory Board Member of Furukawa Electric Co., Ltd.
Outside Director of Internet Initiative Japan Inc.
Chairman of The Japan-British Society
Kotaro Ohno Director;
Chairman, Audit Committee Member;
Nomination Committee Member
Special Counsel of Mori Hamada & Matsumoto
Outside Audit & Supervisory Board Member of Komatsu Ltd.
Outside Audit & Supervisory Board Menber of ITOCHU Corporation
President of International Civil and Commercial Law Centre Foundation
Peter Child Director;
Nomination Committee Member;
Compensation Committee Member
 

Executive Officers

(As of May 29, 2019)

Name Position Area of responsibility
Motoya Okada President and Representative Executive Officer Group CEO
Akio Yoshida Executive Vice President and Representative Executive Officer Shopping Center Development Business and Digital Business
Soichi Okazaki Executive Vice President and Representative Executive Officer GMS Business and International Business
Motohiro Fujita Executive Vice President and Representative Executive Officer Supermarket Business
Akinori Yamashita Executive Vice President and Executive Officer CFO
Business Management
Shinya Wako Executive Vice President and Executive Officer Management Strategy
Yuki Habu Executive Officer China Business
Eiji Shibata Executive Officer Merchandising and Logistics
Masaki Suzuki Executive Officer Financial Services Business
Kahori Miyake Executive Officer CSR & Communication
Hidenori Osano Executive Officer Logistics Reform
Hiroyuki Watanabe Executive Officer Human Resources and Administration
Administration & Risk Management
Takehiko Saitoh Executive Officer Internet Business
Yasuo Nishitoge Executive Officer Asean Business

Items related to outside directors

Significant concurrent positions held at other organizations and the relationships between these organizations and the Company

  • ?The Company is registered as a member of Japan Women’s Innovative Network (J-Win), an NPO of which Yukako Uchinaga is Executive Director. The annual corporate membership fees plus any other monies paid to Japan Women’s Innovative Network represent less than 0.1% of the Company’s total consolidated SG&A expenses.
  • ?Takashi Tsukamoto held the position of President & CEO of Mizuho Bank, Ltd., a group company of Mizuho Financial Group, Inc. at which he now concurrently serves as Honorary Advisor. However, more than five years have passed since his retirement from Mizuho Bank, Ltd. in 2013, and he currently has no involvement with the execution of business at the said bank. Even though the said bank is one of several principal lenders of the Company, it is not a business partner which has a significant impact on the Company’s decision making. The Company’s borrowings from the said bank at the end of the most recent fiscal year were below 2% of the consolidated total assets of the Company.
  • ?The Company is registered as a corporate member of International Civil and Commercial Law Centre Foundation of which Kotaro Ohno is President. The Company has transactions with Mori Hamada & Matsumoto of which Kotaro Ohno is Special Counsel. However, the monies paid to each of the said companies represent less than 0.1% of the Company’s total consolidated SG&A expenses.
  • ?The Company has no special relationship with other organizations in which its outside directors hold concurrent positions.

Attendance at Board/committee meetings (attendances/meetings)

Mar.1, 2018 - Feb.28, 2019
  Board of Directors Audit Committee Nomination Committee Compensation Committee
Yukako Uchinaga 8/8 8/9 3/3
Toru Nagashima 8/8 8/9 5/5
Takashi Tsukamoto 8/8 6/6 1/1 5/5
Kotaro Ohno 8/8 9/9 3/3
Peter Child 7/7 2/2 4/4
  • ?The attendance shown for Peter Child is his attendance after he assumed office as director on May 23, 2018. For Takashi Tsukamoto, attendance at Nomination Committee refers to attendance until May 23, 2018, while attendance at Audit Committee refers to attendance on and after May 23, 2018, when he assumed the position of Audit Committee Member.

Major activities during FY2018

  • In addition to her broad experience and expertise in IT sector, Yukako Uchinaga is well versed in diversity-related issues and provided leadership in discussions on matters such as promotion of healthy and efficient business management. Furthermore, as Chairman of the Nomination Committee she led deliberation on agendas for resolutions at the Committee, including nominate directors of the Company.
  • Based on his broad experience and wide-ranging insight in global corporate management, Toru Nagashima provided leadership in discussions on matters such as the promotion of global management and enhanced corporate governance. Furthermore, as Chairman of the Compensation Committee he led deliberation on agendas for resolutions at the Committee, including remuneration for directors of the Company.
  • Takashi Tsukamoto has deep insight and ample experience as a manager of a major financial institution, and actively participates in discussions relating to maintenance and improvement of transparency and soundness throughout management as a whole, and improvement of corporate governance.
  • Kotaro Ohno has ample experience and insight with regard to law and compliance, and actively participates in discussions relating to the promotion of compliance management, etc. Furthermore, as Chairman of the Audit Committee he led deliberation on agendas for resolutions at the Committee, including monitoring the Company’s internal control systems and auditing the Company’s financial statements.
  • Peter Child has expertise in the retail sector gained primarily from serving as a leader of consumer goods and retail group at a world-renowned major consulting firm, and actively participates in discussions relating to matters such as promotion of global management.

Summary of agreements limiting liability

  • To ensure an ability to attract persons capable of contributing as outside directors, the Company has entered into agreements which limit the liability of each outside director. For damages as set forth in Article 423, paragraph 1 of the Companies Act, these agreements state that, when outside directors carry out their duties in good faith and with no serious negligence, their liability to compensate the Company is limited to 15,000,000 yen or to an amount stipulated by laws and regulations, whichever is higher; and that they are exempt from an outside director’s obligation to compensate the Company for any amounts that exceed these limits.

Policies on personal remuneration for directors and executive officers

Remuneration for directors and executive officers of the Company shall be determined by the Compensation Committee where outside directors hold the majority and one serves as chairman for the purpose of high transparency with objectivity.

a. Remuneration policy

The philosophy and objectives of the remuneration structure

  • ?Based on the basic philosophy, as a corporate group with its ever-lasting innovative spirit, the Company’s directors and executive officers will contribute to the sustainable growth of the Group, rising to the challenges without fear of risk.
  • ?The Company’s directors and executive officers receive remuneration based on their roles as directors and executive officers and degree of achievement of the management target.

Remuneration structure basic policy

  1. i. The remuneration structure shall be highly fair and easy to understand so that it will be understood and endorsed by customers, employees, and shareholders, and shall be decided by a transparent, appropriate process that ensures fairness.
  2. ii. The structure shall link remuneration with the medium- to long-term management strategy and performance of the Group which will create strong incentives toward the execution of the management strategy.
  3. iii. Remuneration levels shall be such that they secure and maintain human resources responsible for the Group’s management and lead to motivation.
  4. iv. The remuneration structure and levels shall be revised appropriately as needed based on economic and social conditions and the Group’s management environment and performance.

b. Remuneration to directors

  1. i. Basic remuneration shall be paid to directors.
  2. ii. Remuneration to directors shall not be paid for directors who concurrently perform executive duties.

c. Remuneration to executive officers

  1. i. Basic remuneration
    It shall be determined in accordance with their individual evaluation within the standard amounts set for each position.
  2. ii. Performance-based remuneration
    The percentage weight of the performance-based remuneration of executive officers to the total monetary remuneration (basic remuneration + performancebased remuneration) shall be to the extent from 30% to 50% and the weight shall be higher for ones serving higher positions.
    Payment rate for the performance-based remuneration shall be payable at the rate of 100% of the standard amounts when the designated target set at the beginning of the business year has been achieved. The rate shall vary within the range of 0% to 200% based on the financial results of AEON and the evaluation of individual performances for the year in question.
    Performance-based remuneration for executive officers shall be composed of corporate performance-based remuneration and personal performance-based remuneration. For Representative Executive Officers, however, such remuneration will be corporate performance-based remuneration only.
    1. a. Corporate performance-based remuneration
      It shall be determined by calculating from the multiple based on the degree of achievement in AEON’s consolidated performance to the standard amounts set for each position in consideration of the overall performance.
    2. b. Personal performance-based remuneration
      It shall be determined by calculating from the multiple based on the performance of each department and the evaluation of the individual performance based on the degree of achievement of the management target to the standard amounts set for each position.
  3. iii. Share compensation-type stock options
    Share compensation-type stock options shall be granted in the form of subscription rights to shares for the purpose of enhancing the moral and motivation to continuously improve performance and increase corporate value. Such shall be done by strengthening the linkage between the stock price and performance with the remuneration and sharing with shareholders not only the benefits received when the stock price rises but also the risks when the stock price falls.
    The number of subscription rights to shares granted shall be determined based on the performance of the year in question according to the standard number for each position.

Total remunerations paid to the Company’s directors and executive officers

Directors

Basic remuneration based on Compensation Committee resolutions of which, outside directors
Number paid 7 6
Amount paid 121million yen 75million yen

Executive officers (incumbent as of 2018 fiscal year-end)

Position Number of persons Basic remuneration based on Compensation Committee resolutions Performance-based remuneration based on Compensation Committee resolutions Remuneration through stock compensation-type stock options Total
President and Representative Executive Officer 1 46 million yen - 8 million yen 54 million yen
Other Executive Officers 10 276 million yen 78 million yen 45 million yen 399 million yen
Total 11 322 million yen 78 million yen 53 million yen 454 million yen
  • Remuneration through share compensation-type stock options for executive officers is projected amounts. The actual amounts will be paid after being resolved at the Compensation Committee meeting and the Board of Directors meeting to be held on May 29, 2019, based on performance during the 94th fiscal period. In regard to the share compensation-type stock options, the subscription rights to shares will be allocated on June 21, 2019. The above amounts to be allocated are calculated based on the closing price of the Company’s share on the Tokyo Stock Exchange on or around the last day of February 2019.
  • In addition to the amounts detailed above, a total of 13 million yen was paid in basic remuneration to one executive officer who resigned during the year under review.

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