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 FY2020 FY2021 FY2022 FY2023 FY2024
Composition of the Board of Directors Male SG Holdings Persons 8 7 7 7 7
Female 1 1 1 1 1
Total 9 8 8 8 8
Breakdown Outside Directors Male Persons 2 2 2 2 2
Female 1 1 1 1 1
Independent Outside Directors Male Persons 2 2 2 2 2
Female 1 1 1 1 1
Percentage of Female Directors %
(Person(s)/Persons)		 11
(1/9)		 12.5
(1/8)		 12.5
(1/8)		 12.5
(1/8)		 12.5
(1/8)
Percentage of Independent Officers %
(Person(s)/Persons)		 33
(3/9)		 37.5
(3/8)		 37.5
(3/8)		 37.5
(3/8)		 37.5
(3/8)
Average Tenure* year 4.5 5.2 6.2 6.1 7.1

*Disclosed figures for FY2020-FY2023 have been corrected due to an error.

Status of meetings of the Board of Directors

(Unit: Sessions)

Boundary FY2020 FY2021 FY2022 FY2023 FY2024
Regular meetings of the Board of Directors SG Holdings 11 12 12 12 12
Irregular meetings of the Board of Directors 4 4 5 4 6
Total 15 16*1 17 16*2 18*2

*1In 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.

*2In addition to the above number of Board of Directors meetings, there were two written resolutions that were deemed to have been approved by the Board of Directors pursuant to 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 FY2020 FY2021 FY2022 FY2023 FY2024
Incumbent Members Eiichi Kuriwada Chairperson, CEO March 2006 %
(Meetings attended/
meetings held)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 100
(18/18)
Hidekazu Matsumoto President, COO June 2019 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 100
(18/18)
Masahide Motomura Director June 2019 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 100
(18/18)
Katsuhiro Kawanago Director June 2019 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 100
(18/18)
Kimiaki Sasamori Director June 2023 - - - 100
(13/13)		 100
(18/18)
Mika Takaoka Director (Outside) June 2018 100
(15/15)		 100
(16/16)		 100
(17/17)		 94
(15/16)		 100
(18/18)
Osami Sagisaka Director (Outside) June 2019 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 100
(18/18)
Masato Akiyama Director (Outside) June 2020 100
(10/10)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 100
(18/18)
Satoshi Tajima Audit & Supervisory Board Member (Outside) July 2020 100
(9/9)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 100
(18/18)
Tomonari Niitomo Audit & Supervisory Board Member June 2023 - - - 100
(13/13)		 100
(18/18)
Kenichiro Okamura Audit & Supervisory Board Member (Outside) June 2015 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 94
(17/18)
Yoshitaka Ooshima Audit & Supervisory Board Member (Outside) October 2017 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)		 100
(18/18)
Departed Members Hideo Araki President and COO June 2014 June 2021 100
(15/15)		 100
(4/4)		 - - -
Shunichi Nakajima Director June 2014 June 2023 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(3/3)		 -
Takashi Nakanishi Audit & Supervisory Board Member June 2015 June 2023 93
(14/15)		 94
(15/16)		 100
(17/17)		 100
(3/3)		 -

*The incumbent members are members from the end of the 18th Ordinary General Meeting of Shareholders held on June 26,2024 to the 19th Ordinary General Meeting of Shareholders held on June 27, 2025.

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

*Members who resigned as of the end of the 14th Ordinary General Meeting of Shareholders held on June 25, 2020 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.

Composition of Audit & Supervisory Board

Boundary Unit FY2020 FY2021 FY2022 FY2023 FY2024
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 FY2020 FY2021 FY2022 FY2023 FY2024
Regular meetings of the Audit & Supervisory Board SG Holdings 12 12 12 12 12
Irregular meetings of the Audit & Supervisory Board 2 1 1 2 1
Total 14 13 13 14 13

Attendance of Audit & Supervisory Board

Position Name Career Summary, etc. FY2024 Attendance Rate
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)
Full-time Audit & Supervisory Board Member Tomonari Niitomo He is a licensed U.S. attorney and has extensive work experience as the head of the legal and financial departments, and has considerable knowledge of corporate legal and financial matters. 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. 92%
(12/13)
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)

Status of Major Meetings

(Unit: Sessions)

Meeting Name Main Attendees Boundary FY2020 FY2021 FY2022 FY2023 FY2024
Investment Committee SG Holdings Directors, Executive Officers, Department Managers Group 22 25 32 27 30
Group Budget Committee SG Holdings Directors, Executive Officers, Department Managers Group 10 10 8 8 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 12 12 12 12
Group Administration Department Managers' Meetings SG Holdings Directors, Executive Officers, Department Managers, and Group company presidents Group 11 11 11 11 11
Sustainability Committee SG Holdings Directors, Executive Officers, Department Managers Group 3 3 4 4 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) 5 491 468 22
Outside Director 3 42 42 -
Audit & Supervisory Board Member (excluding Outside Audit & Supervisory Board Member) 1 23 23 -
Outside Audit & Supervisory Board Member 3 46 46 -
Total 12 602 579 22

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

*2 of the above directors (including 0 outside directors) also received separate remuneration from Sagawa Express Co., Ltd., which is a consolidated subsidiary, and the total amount of remuneration was 150 million yen.

*3 of the above Directors (including 0 Outside Directors) were paid a total of 8 million yen as company housing expenses in addition to the above amounts in accordance with the Company's Director Rules.
2 of the above Audit & Supervisory Board Members (including 1 Outside Audit & Supervisory Board Member) were paid a total of 2 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 311 300 11 -
Hidekazu Matsumoto Director 124 120 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 FY2021 FY2022 FY2023 FY2024
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 69 21 73 94 81 3 90 9
Consolidated subsidiaries 104 32 106 33 108 3 111 0
Total 173 53 179 128 190 7 201 9

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 14,924,790
Number of shareholders Persons 33,602
Percentage of shares held by foreign nationals % 17.09

*As of March 31, 2025

Major Shareholders (Top 10)

Name Number of Shares Held Percentage of Voting Rights (%)
Shinsei Holdings Co., Ltd. 107,771,600 17.23
The Master Trust Bank of Japan, Ltd. (Trust Account) 52,422,400 8.38
SGH Culture and Sports Promotion Foundation 48,400,362 7.73
Sumitomo Life Insurance Company 25,200,000 4.02
Mitsui Sumitomo Insurance Company, Limited 25,200,000 4.02
Sagawa Printing Co., Ltd. 22,816,400 3.64
Custody Bank of Japan, Ltd. (Trust Account) 22,005,200 3.51
MUFG Bank, Ltd. 20,750,000 3.31
Sumitomo Mitsui Banking Corporation 20,750,000 3.31
Tanaka Industry Co.,Ltd. 20,220,500 3.23

*As of March 31, 2025

Stock

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

The Group holds some shares (cross-shareholdings) of business partner companies for which the purpose of holding is deemed to be necessary and rational, such as maintaining and developing mid- to long-term business relationships and creating synergies.
The cross-shareholdings held are specifically examined regarding the purpose of holding them, the existence of any synergies, and whether the benefits and risks from each holding cover the Company’s cost of capital, and the Board of Directors annually assesses whether or not to continue holding them.
The voting rights of the shares held are handled based on the determination of whether each proposal contributes to mid- to long-term corporate value of the relevant company and the improvement of shareholder interests in light of factors such as the significance of the holding by the Company.

Details of the assessment

Contribution to enhancement of corporate value is assessed. Specifically, we conduct quantitative verification by comparing the dividend income and transaction synergies arising from shareholdings with the hurdle rate calculated annually by the Company based on cost of capital, while also taking qualitative factors into consideration. After thoroughly reviewing the results of the assessment, we consider selling stocks that are deemed unreasonable to continue holding, taking into consideration factors such as the impact on the market and other business aspects.

Criteria for exercising voting rights

The approach to exercising voting rights of shares held by the Company is that voting rights will be exercised to contribute to the sustained growth and enhancement of corporate value of the relevant company in the medium to long term, on the premise that it will contribute to the enhancement of the Company’s corporate growth.
We regularly communicate with the relevant companies to confirm the statuspositioning of our shareholdings, but if there are any changes in the relevant company’s performance or business relationships, we will endeavor to promptly establish a forum for discussion and use the results as a reference for deciding whether to approve or reject proposals.