SGH

Corporate Governance

Policies, Systems and Initiatives

Policies, systems and initiatives related to corporate governance

Composition of the Board of Directors

Boundary Unit FY2019/3 FY2020/3 FY2021/3
Composition of the Board of Directors Male SG Holdings Persons 8 8 8
Female 1 1 1
Total 9 9 9
Breakdown Outside Directors Male Persons 1 1 2
Female 1 1 1
Independent Outside Directors Male Persons 1 1 2
Female 1 1 1
Percentage of Female Directors %
(Person(s)/Persons)
11
(1/9)
11
(1/9)
11
(1/9)
Percentage of Independent Officers %
(Person(s)/Persons)
22
(2/9)
22
(2/9)
33
(3/9)

Status of meetings of the Board of Directors

(Unit: Sessions)

Boundary FY2019/3 FY2020/3 FY2021/3
Regular meetings of the Board of Directors SG Holdings 12 12 11
Irregular meetings of the Board of Directors 6 4 4
Total 18 16 15*

*In addition to the number of meetings of the Board of Directors shown above, there were two written resolutions (one regular meeting of the Board of Directors and 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 FY2019/3 FY2020/3 FY2021/3
Incumbent Members Eiichi Kuriwada Chairperson, CEO and President March 2006 %
(Meetings attended/
meetings held)
100
(18/18)
100
(16/16)
100
(15/15)
Hideo Araki President and COO June 2014 June 2021 100
(18/18)
100
(16/16)
100
(15/15)
Hidekazu Matsumoto Representative Director June 2019 - 100
(12/12)
100
(15/15)
Shunichi Nakajima Director June 2014 100
(18/18)
100
(16/16)
100
(15/15)
Masahide Motomura Director June 2019 - 100
(12/12)
100
(15/15)
Katsuhiro Kawanago Director June 2019 - 100
(12/12)
100
(15/15)
Mika Takaoka Director (Outside) June 2018 100
(14/14)
100
(16/16)
100
(15/15)
Osami Sagisaka Director (Outside) June 2019 - 91
(11/12)
100
(15/15)
Masato Akiyama Director (Outside) June 2020 - - 100
(10/10)
Takashi Nakanishi Audit & Supervisory Board Member June 2015 100
(18/18)
100
(16/16)
93
(14/15)
Satoshi Tajima Audit & Supervisory Board Member (Outside) July 2020 - - 100
(9/9)
Kenichiro Okamura Audit & Supervisory Board Member (Outside) June 2015 94
(17/18)
100
(16/16)
100
(15/15)
Yoshitaka Ooshima Audit & Supervisory Board Member (Outside) October 2017 100
(18/18)
100
(16/16)
100
(15/15)
Departed Members 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 14th Ordinary General Meeting of Shareholders held on June 25,2020 to the 15th Ordinary General Meeting of Shareholders held on June 25, 2021.

*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.

*Eiichi Kuriwada was elected and appointed as Chairperson, CEO and President and Hidekazu Matsumoto was elected and appointed as Representative Director at the 15th Ordinary General Meeting of Shareholders and irregular meeting of the Board of Directors held on June 25, 2021.

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

Status of meetings of the Audit & Supervisory Board

(Unit: Sessions)

Boundary FY2019/3 FY2020/3 FY2021/3
Regular meetings of the Audit & Supervisory Board SG Holdings 12 12 12
Irregular meetings of the Audit & Supervisory Board 2 1 2
Total 14 13 14

Attendance of Audit & Supervisory Board

Position Name Career Summary, etc. FY2021/3 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. 93%
(13/14)
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%
(10/10)
Audit & Supervisory Board Member (Outside) Kenichiro Okamura He is qualified as a Certified Public Accountant, and has considerable knowledge of finance and accounting. 100%
(14/14)
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%
(14/14)

*Satoshi Tajima was newly elected and appointed as Audit & Supervisory Board Member (Outside) at the 14th Ordinary General Meeting of Shareholders held on June 25, 2020, and has been in the post since July 1, 2020.

Status of Major Meetings

(Unit: Sessions)

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

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

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

Boundary Officer Category Number of Persons Paid Total Amount of Remuneration, etc. (millions of yen) Total Amount of Remuneration, etc. by Type (millions of yen)
Fixed remuneration Performancelinked remuneration
SG Holdings Director (excluding Outside Directors) 7 656 482 174
Outside Director 3 39 39
Audit & Supervisory Board Member (excluding Outside Audit & Supervisory Board Member) 1 20 20
Outside Audit & Supervisory Board Member 4 43 43
Total 15 758 584 174

*1The above figures include a Director and an Outside Audit & Supervisory Board Member who retired and resigned as of the conclusion of the 14th Ordinary General Meeting of Shareholders held on June 25, 2020 respectively.

*2Performance-linked remuneration is stated as the provision for share-based remuneration for directors in the relevant business year.

*3One Director also received separate remuneration from Sagawa Express Co., Ltd., which is a consolidated subsidiary. The total amount of remuneration from the subsidiary was 78 million yen.

*4Three of the Directors covered by the above information were paid a total of 6 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

Name Officer Category Total Amount of Consolidated Remuneration, etc. (millions of yen) Total Amount of Consolidated Remuneration, etc. by Type (millions of yen)
Fixed remuneration Performance-linked remuneration Officer Bonuses
Eiichi Kuriwada Director 315 240 75
Hideo Araki Director 154 117 37

*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

Boundary FY2020/3 FY2021/3
Remuneration based on audit certification operations (millions of yen) Remuneration based on non-audit operations (millions of yen) Remuneration based on audit certification operations (millions of yen) Remuneration based on non-audit operations (millions of yen)
SG Holdings 70 12 64 9
Consolidated subsidiaries 106 27 109 18
Total 177 39 173 28

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 5,142,512
Number of shareholders Persons 19,755
Percentage of shares held by foreign nationals % 15.9

*As of September 30, 2021

Major Shareholders (Top 10)*

Name Number of Shares Held Percentage of Voting Rights (%)
Shinsei Kosan Co., Ltd. 88,634,000 13.95
SGH Culture and Sports Promotion Foundation 48,400,362 7.61
The Master Trust Bank of Japan, Ltd. (Trust Account) 48,224,700 7.59
MUFG Bank, Ltd. 29,919,720 4.71
Sumitomo Mitsui Banking Corporation 25,200,000 3.96
Sumitomo Life Insurance Company 25,200,000 3.96
Mitsui Sumitomo Insurance Company, Limited 25,200,000 3.96
Sagawa Printing Co., Ltd. 22,716,400 3.57
Custody Bank of Japan, Ltd. (Trust Account) 20,893,600 3.28
Isuzu Motors Ltd. 19,800,000 3.11

*As of September 30, 2021

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.