SGH

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Corporate Governance

Policies, Systems and Initiatives

Policies, systems and initiatives related to corporate governance

Composition of the Board of Directors

Boundary Unit FY2018 FY2019 FY2020 FY2021 FY2022
Composition of the Board of Directors Male SG Holdings Persons 8 8 8 7 7
Female 1 1 1 1 1
Total 9 9 9 8 8
Breakdown Outside Directors Male Persons 1 1 2 2 2
Female 1 1 1 1 1
Independent Outside Directors Male Persons 1 1 2 2 2
Female 1 1 1 1 1
Percentage of Female Directors %
(Person(s)/Persons)		 11
(1/9)		 11
(1/9)		 11
(1/9)		 12.5
(1/8)		 12.5
(1/8)
Percentage of Independent Officers %
(Person(s)/Persons)		 22
(2/9)		 22
(2/9)		 33
(3/9)		 37.5
(3/8)		 37.5
(3/8)
Average Tenure year 5.0 3.7 4.3 5.0 6.0

Status of meetings of the Board of Directors

(Unit: Sessions)

Boundary FY2018 FY2019 FY2020 FY2021 FY2022
Regular meetings of the Board of Directors SG Holdings 12 12 11 12 12
Irregular meetings of the Board of Directors 6 4 4 4 5
Total 18 16 15 16* 17

*In addition to the number of meetings of the Board of Directors shown above, there was one written resolution (one extraordinary meeting of the Board of Directors) deemed to be resolutions of the Board of Directors pursuant to the provisions of Article 370 of the Companies Act and Article 25 of the Company’s Articles of Incorporation.

Attendance of Board of Directors

Attendance of Board of Directors Position Appointed Retired/
Resigned		 Unit FY2018 FY2019 FY2020 FY2021 FY2022
Incumbent Members Eiichi Kuriwada Chairperson, CEO March 2006 %
(Meetings attended/
meetings held)		 100
(18/18)		 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Hidekazu Matsumoto President, COO June 2019 - 100
(12/12)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Shunichi Nakajima Director June 2014 June 2023 100
(18/18)		 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Masahide Motomura Director June 2019 - 100
(12/12)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Katsuhiro Kawanago Director June 2019 - 100
(12/12)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Mika Takaoka Director (Outside) June 2018 100
(14/14)		 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Osami Sagisaka Director (Outside) June 2019 - 91
(11/12)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Masato Akiyama Director (Outside) June 2020 - - 100
(10/10)		 100
(16/16)		 100
(17/17)
Takashi Nakanishi Audit & Supervisory Board Member June 2015 June 2023 100
(18/18)		 100
(16/16)		 93
(14/15)		 94
(15/16)		 100
(17/17)
Satoshi Tajima Audit & Supervisory Board Member (Outside) July 2020 - - 100
(9/9)		 100
(16/16)		 100
(17/17)
Kenichiro Okamura Audit & Supervisory Board Member (Outside) June 2015 94
(17/18)		 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Yoshitaka Ooshima Audit & Supervisory Board Member (Outside) October 2017 100
(18/18)		 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)
Departed Members Hideo Araki President and COO June 2014 June 2021 100
(18/18)		 100
(16/16)		 100
(15/15)		 100
(4/4)		 -
Tadashi Machida President and COO June 2013 June 2019 100
(18/18)		 - - - -
Tomoki Sano Director June 2017 June 2020 100
(18/18)		 93
(15/16)		 - - -
Kimiaki Sasamori Director June 2017 June 2019 100
(18/18)		 - - - -
Kosuke Saga Director June 2018 June 2019 100
(14/14)		 - - - -
Kunio Takagi Director (Outside) June 2007 June 2019 100
(18/18)		 - - - -
Masayuki Tominaga Audit & Supervisory Board Member (Outside) June 2008 June 2020 100
(18/18)		 100
(16/16)		 - - -

*The incumbent members are members from the end of the 16th Ordinary General Meeting of Shareholders held on June 28,2022 to the 17th Ordinary General Meeting of Shareholders held on June 23, 2023.

*The positions of departed officers are the positions at the time of their departure.

*Members who resigned as of the end of the 12th Ordinary General Meeting of Shareholders held on June 28, 2018 are not included.

*Hideo Araki stepped down as President and COO and was appointed as Honorary Advisor at the 15th Ordinary General Meeting of Shareholders held on June 25, 2021.

*Eiichi Kuriwada was selected as Chairperson and CEO, Hidekazu Matsumoto was selected as the President and COO and assumed their position at a meeting of the Board of Directors held on June 23, 2023.

*Kimiaki Sasamori was selected and assumed its position as director at the 17th Ordinary General Meeting of Shareholders held on June 23, 2023. This is his second appointment to the board, having served on the board from June 2017 to June 2019.

*Tomonari Niimoto was selected and assumed its position as Audit & Supervisory Board Member at the 17th Ordinary General Meeting of Shareholders held on June 23, 2023.

Composition of Audit & Supervisory Board

Boundary Unit FY2018 FY2019 FY2020 FY2021 FY2022
Composition of Audit & Supervisory Board Male SG Holdings Persons 4 4 4 4 4
Female 0 0 0 0 0
Total 4 4 4 4 4
Breakdown Outside Audit & Supervisory Board Members Male Persons 3 3 3 3 3
Female 0 0 0 0 0
Independent Outside Directors Male Persons 3 3 3 3 3
Female 0 0 0 0 0
Percentage of Independent Officers among Audit & Supervisory Board Members % (Person(s)/Persons) 75
(3/4)		 75
(3/4)		 75
(3/4)		 75
(3/4)		 75
(3/4)

Status of meetings of the Audit & Supervisory Board

(Unit: Sessions)

Boundary FY2018 FY2019 FY2020 FY2021 FY2022
Regular meetings of the Audit & Supervisory Board SG Holdings 12 12 12 12 12
Irregular meetings of the Audit & Supervisory Board 2 1 2 1 1
Total 14 13 14 13 13

Attendance of Audit & Supervisory Board

Position Name Career Summary, etc. FY2022 Attendance Rate
Full-time Audit & Supervisory Board Member Takashi Nakanishi He has abundant experience as the person responsible for the Legal Affairs Department, and has considerable knowledge of corporate legal affairs. 100%
(13/13)
Full-time Audit & Supervisory Board Member (Outside) Satoshi Tajima He is qualified as a Certified Public Accountant, and has considerable knowledge of finance and accounting. 100%
(13/13)
Audit & Supervisory Board Member (Outside) Kenichiro Okamura He is qualified as a Certified Public Accountant, and has considerable knowledge of finance and accounting. 100%
(13/13)
Audit & Supervisory Board Member (Outside) Yoshitaka Ooshima He is qualified as an attorney at law, and has specialized knowledge of general legal affairs including corporate legal affairs. 100%
(13/13)

*Takashi Nakanishi resigned his position at the conclusion of the 17th Ordinary General Meeting of Shareholders to be held on June 23, 2023. Tomonori Niimoto was appointted as a new member of Audit & Supervisory Board.He has extensive work experience as the head of the legal department and the finance and accounting department, and has considerable knowledge of corporate legal affairs and finance and accounting.

Status of Major Meetings

(Unit: Sessions)

Meeting Name Main Attendees Boundary FY2018 FY2019 FY2020 FY2021 FY2022
Investment Committee SG Holdings Directors, Executive Officers, Department Managers Group 23 25 22 25 32
Group Budget Committee SG Holdings Directors, Executive Officers, Department Managers Group 6 7 10 10 8
Group Management Strategy Meetings SG Holdings Directors, Executive Officers, Department Managers, and Group company presidents Group 12 12 12 12 12
Group Risk Management Meetings SG Holdings Directors, Executive Officers, Department Managers, and Group company presidents Group 12 11 12 12 12
Group Administration Department Managers' Meetings SG Holdings Directors, Executive Officers, Department Managers, and Group company presidents Group 11 10 11 11 11
Sustainability Committee SG Holdings Directors, Executive Officers, Department Managers Group 3 4 3 3 4

*Full-time Audit & Supervisory Board Members participate in each meeting as observers.

*"CSR Committee" changed its name to "Sustainability Comittiee" since September 2022.

Total amount of Remuneration, etc. of Directors and Audit & Supervisory Board Members

(Unit: Million yen)

Boundary Officer Category Number of Persons Paid Total Amount of Remuneration, etc. Total Amount of Remuneration, etc. by Type
Fixed remuneration Performancelinked remuneration
SG Holdings Director (excluding Outside Directors) 5 514 477 36
Outside Director 3 42 42 －
Audit & Supervisory Board Member (excluding Outside Audit & Supervisory Board Member) 1 24 24 －
Outside Audit & Supervisory Board Member 3 46 46 －
Total 12 626 589 36

*Performance-linked remuneration is stated as the provision for share-based remuneration for directors in the relevant business year.

*One Director(Not outside director) also received separate remuneration from Sagawa Express Co., Ltd., which is a Group company. The total amount of remuneration from our Group company was 121 million yen.

*Three of the Directors(Not outside directors) covered by the above information were paid a total of 10 million yen as company housing expenses in addition to the above amounts in accordance with the Company’s Director Rules. One of the Audit & Supervisory Board Members (1 Outside Audit & Supervisory Board Member) covered by the above information was paid a total of 1 million yen as company housing expenses in addition to the above amounts in accordance with the Company’s Audit & Supervisory Board Member Rules.

Disclosure of Individual Remuneration of Officers

(Unit: Million yen)

Name Officer Category Total Amount of Consolidated Remuneration, etc. Total Amount of Consolidated Remuneration, etc. by Type
Fixed remuneration Performance-linked remuneration Officer Bonuses
Eiichi Kuriwada Director 303 285 18 －
Hidekazu Matsumoto Director 100 96 4 －

*The persons listed are limited to those whose total amount of consolidated remuneration, etc. is 100 million yen or more.

Amount of Remuneration, etc. of Accounting Auditor

(Unit: Million yen)

Boundary FY2019 FY2020 FY2021 FY2022
Remuneration based on audit certification operations Remuneration based on non-audit operations Remuneration based on audit certification operations Remuneration based on non-audit operations Remuneration based on audit certification operations Remuneration based on non-audit operations Remuneration based on audit certification operations Remuneration based on non-audit operations
SG Holdings 70 12 64 9 69 21 73 94
Consolidated subsidiaries 106 27 109 18 104 32 106 33
Total 177 39 173 28 173 53 179 128

Matters Related to Shares

Breakdown Unit
Total number of authorized shares Shares 1,800,000,000
Total number of issues shares Shares 640,394,400
Treasury shares Shares 10,179,132
Number of shareholders Persons 26,654
Percentage of shares held by foreign nationals % 15.97

*As of March 31, 2023

Major Shareholders (Top 10)

Name Number of Shares Held Percentage of Voting Rights (%)
Shinsei Kosan Co., Ltd. 107,771,600 17.10
The Master Trust Bank of Japan, Ltd. (Trust Account) 60,877,200 9.66
SGH Culture and Sports Promotion Foundation 48,400,362 7.68
Sumitomo Life Insurance Company 25,200,000 3.99
Mitsui Sumitomo Insurance Company, Limited 25,200,000 3.99
Custody Bank of Japan, Ltd. (Trust Account) 24,665,800 3.91
Sagawa Printing Co., Ltd. 22,816,400 3.62
MUFG Bank, Ltd. 20,750,000 3.29
Sumitomo Mitsui Banking Corporation 20,750,000 3.29
Tanaka Industry Co.,Ltd. 19,990,700 3.17

*As of March 31, 2023

Stock

Our Thinking in Regard to the Acquisition and Holding of Shares (Cross-shareholding, etc.)

We hold shares of companies we do business with if we judge doing so necessary or reasonable from the perspective of the maintenance and development of mid- to long-term business relationships, the creation of synergies or other purposes. In exercising the voting rights of the shares held, we judge each proposal on its merits taking into consideration the rationale for our holding the stock and potential contribution to the increase of the company's value and its shareholders' profits.