SGH

Corporate Governance

Policies, Systems and Initiatives

Policies, systems and initiatives related to corporate governance

Composition of the Board of Directors

Boundary Unit FY2017 FY2018 FY2019
Composition of the Board of Directors Male SG Holdings Persons 8 8 8
Female 0 1 1
Total 8 9 9
Breakdown Outside Directors Male Persons 1 1 1
Female 0 1 1
Independent Outside Directors Male Persons 1 1 1
Female 0 1 1
Percentage of Female Directors % (Person(s)/Persons) 0(0/8) 11(1/9) 11(1/9)
Percentage of Independent Officers % (Person(s)/Persons) 12(1/8) 22(2/9) 22(2/9)

Status of meetings of the Board of Directors

Boundary Unit FY2017 FY2018 FY2019
Regular meetings of the Board of Directors SG Holdings Sessions 12 12 12
Irregular meetings of the Board of Directors 10 6 4
Total 22 18 16

*1Percentages rounded to the nearest number.

*2The Company does not have a corporate advisor system.

Attendance of Board of Directors

Attendance of Board of Directors Position Appointed Retired/
Resigned
Unit FY2017 FY2018 FY2019
Eiichi Kuriwada Chairperson and CEO March 2006 %
(Meetings attended/
meetings held)
100(22/22) 100(18/18) 100(16/16)
Hideo Araki President and COO June 2014 95(21/22) 100(18/18) 100(16/16)
Shunichi Nakajima Director June 2014 100(22/22) 100(18/18) 100(16/16)
Tomoki Sano Director June 2017 June 2020 100(18/18) 100(18/18) 93(15/16)
Masahide Motomura Director June 2019 - - 100(12/12)
Katsuhiro Kawanago Director June 2019 - - 100(12/12)
Hidekazu Matsumoto Director June 2019 - - 100(12/12)
Mika Takaoka Director (Outside) June 2018 - 100(14/14) 100(16/16)
Osami Sagisaka Director (Outside) June 2019 - - 91(11/12)
Takashi Nakanishi Audit & Supervisory Board Member June 2015 100(22/22) 100(18/18) 100(16/16)
Masayuki Tominaga Audit & Supervisory Board Member (Outside) June 2008 June 2020 100(22/22) 100(18/18) 100(16/16)
Kenichiro Okamura Audit & Supervisory Board Member (Outside) June 2015 100(22/22) 94(17/18) 100(16/16)
Yoshitaka Ooshima Audit & Supervisory Board Member (Outside) October 2017 100(12/12) 100(18/18) 100(16/16)

*Masato Akiyama was newly elected and appointed as Director (Outside) at the 14th Ordinary General Meeting of Shareholders held on June 25, 2020.

Composition of Audit & Supervisory Board

Boundary Unit FY2017 FY2018 FY2019
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

Boundary Unit FY2017 FY2018 FY2019
Regular meetings of the Audit & Supervisory Board SG Holdings Sessions 12 12 12
Irregular meetings of the Audit & Supervisory Board 2 2 1
Total 14 14 13

Attendance of Audit & Supervisory Board

Position Name Career Summary, etc. FY2019 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) Masayuki Tominaga* 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)

*Masayuki Tominaga resigned as Audit & Supervisory Board Member and Satoshi Tajima was newly appointed as an Audit & Supervisory Board Member (Outside) at the 14th Ordinary General Meeting of Shareholders held on June 25, 2020. Mr. Tajima is qualified as a Certified Public Accountant, and has considerable knowledge of finance and accounting.

Status of Major Meetings

Meeting Name Main Attendees Boundary Unit FY2017 FY2018 FY2019
Investment Committee SG Holdings Directors, Executive Officers, Department Managers Group Sessions 24 23 25
Group Budget Committee SG Holdings Directors, Executive Officers, Department Managers Group 8 6 7
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 12 11
Group Administration Department Managers' Meetings SG Holdings Directors, Executive Officers, Department Managers, and Group company presidents Group 11 11 10
CSR Committee SG Holdings Directors, Executive Officers, Department Managers Group 3 3 4

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

Total amount of Remuneration, etc. of Directors and Audit & Supervisory Board Members (Year Ended March 2020)

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) 10 585 502 83
Outside Director 3 33 33
Audit & Supervisory Board Member (excluding Outside Audit & Supervisory Board Member) 1 20 20
Outside Audit & Supervisory Board Member 3 35 35
Total 17 674 591 83

*The above figures include the four Directors (including one Outside Director) who retired as of the conclusion of the 13th Ordinary General Meeting of Shareholders held on June 25, 2019.
Performance-linked remuneration is stated as the provision for share-based remuneration for directors in the relevant business year. For the three Directors newly elected at the 13th Ordinary General Meeting of Shareholders held on June 25, 2019, the provision for share-based remuneration for directors prior to their election is not included.
One Director also received separate remuneration from Sagawa Express Co., Ltd., which is a consolidated subsidiary. The total amount of remuneration from the subsidiary was 72 million yen. Six of the Directors covered by the above information were paid a total of 9 million yen as company housing expenses in addition to the above amounts in accordance with the Company's Director 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 272 238 34
Hideo Araki Director 121 106 15

*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 (Year Ended March 2020)

Boundary FY2018 FY2019
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 58 53 70 12
Consolidated subsidiaries 101 31 106 27
Total 159 85 177 39

Matters Related to Shares *1

Breakdown Unit
Total number of authorized shares Shares 900,000,000
Total number of issues shares Shares 320,197,200
Treasury shares Shares 2,584,939
Number of shareholders Persons 22,881(including 21,836 individual shareholders)
Percentage of shares held by foreign nationals % 13.94

Major Shareholders (Top 10) *1

Name Number of Shares Held Percentage of Voting Rights
Shinsei Kosan Co., Ltd. 44,317,000 13.95
SGH Culture and Sports Promotion Foundation 24,200,181 7.61
MUFG Bank, Ltd. 14,959,860 4.71
The Master Trust Bank of Japan, Ltd. (Trust Account) 13,063,100 4.11
Sumitomo Mitsui Banking Corporation 12,600,000 3.96
Sumitomo Life Insurance Company 12,600,000 3.96
Mitsui Sumitomo Insurance Company, Limited 12,600,000 3.96
Sagawa Printing Co., Ltd. 11,308,200 3.56
Japan Trustee Services Bank, Ltd. (Trust Account) *2 10,764,600 3.38
Isuzu Motors Ltd. 9,900,000 3.11

*1As of March 31, 2020

*2Japan Trustee Services Bank, Ltd. was renamed as Custody Bank of Japan, Ltd. in July 2020.