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 FY2019 FY2020 FY2021 FY2022 FY2023
Composition of the Board of Directors Male SG Holdings Persons 8 8 7 7 7
Female 1 1 1 1 1
Total 9 9 8 8 8
Breakdown Outside Directors Male Persons 1 2 2 2 2
Female 1 1 1 1 1
Independent Outside Directors Male Persons 1 2 2 2 2
Female 1 1 1 1 1
Percentage of Female Directors %
(Person(s)/Persons)		 11
(1/9)		 11
(1/9)		 12.5
(1/8)		 12.5
(1/8)		 12.5
(1/8)
Percentage of Independent Officers %
(Person(s)/Persons)		 22
(2/9)		 33
(3/9)		 37.5
(3/8)		 37.5
(3/8)		 37.5
(3/8)
Average Tenure year 3.7 4.3 5.0 6.0 5.1

Status of meetings of the Board of Directors

(Unit: Sessions)

Boundary FY2019 FY2020 FY2021 FY2022 FY2023
Regular meetings of the Board of Directors SG Holdings 12 11 12 12 12
Irregular meetings of the Board of Directors 4 4 4 5 4
Total 16 15 16*1 17 16*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 number of meetings of the Board of Directors shown above, there was two 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 FY2019 FY2020 FY2021 FY2022 FY2023
Incumbent Members Eiichi Kuriwada Chairperson, CEO March 2006 %
(Meetings attended/
meetings held)		 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Hidekazu Matsumoto President, COO June 2019 100
(12/12)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Masahide Motomura Director June 2019 100
(12/12)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Katsuhiro Kawanago Director June 2019 100
(12/12)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Kimiaki Sasamori Director June 2023 - - - - 100
(13/13)
Mika Takaoka Director (Outside) June 2018 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 94
(15/16)
Osami Sagisaka Director (Outside) June 2019 91
(11/12)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Masato Akiyama Director (Outside) June 2020 - 100
(10/10)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Satoshi Tajima Audit & Supervisory Board Member (Outside) July 2020 - 100
(9/9)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Tomonari Niitomo Audit & Supervisory Board Member June 2023 - - - - 100
(13/13)
Kenichiro Okamura Audit & Supervisory Board Member (Outside) June 2015 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Yoshitaka Ooshima Audit & Supervisory Board Member (Outside) October 2017 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(16/16)
Departed Members Hideo Araki President and COO June 2014 June 2021 100
(16/16)		 100
(15/15)		 100
(4/4)		 - -
Shunichi Nakajima Director June 2014 June 2023 100
(16/16)		 100
(15/15)		 100
(16/16)		 100
(17/17)		 100
(3/3)
Tomoki Sano Director June 2017 June 2020 93
(15/16)		 - - - -
Takashi Nakanishi Audit & Supervisory Board Member June 2015 June 2023 100
(16/16)		 93
(14/15)		 94
(15/16)		 100
(17/17)		 100
(3/3)
Masayuki Tominaga Audit & Supervisory Board Member (Outside) June 2008 June 2020 100
(16/16)		 - - - -

*The incumbent members are members from the end of the 17th Ordinary General Meeting of Shareholders held on June 23,2023 to the 18th Ordinary General Meeting of Shareholders held on June 26, 2024.

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

*Members who resigned as of the end of the 13th Ordinary General Meeting of Shareholders held on June 25, 2019 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 FY2019 FY2020 FY2021 FY2022 FY2023
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 FY2019 FY2020 FY2021 FY2022 FY2023
Regular meetings of the Audit & Supervisory Board SG Holdings 12 12 12 12 12
Irregular meetings of the Audit & Supervisory Board 1 2 1 1 2
Total 13 14 13 13 14

Attendance of Audit & Supervisory Board

Position Name Career Summary, etc. FY2023 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%
(14/14)
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%
(4/4)
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%
(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)

*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.

Status of Major Meetings

(Unit: Sessions)

Meeting Name Main Attendees Boundary FY2019 FY2020 FY2021 FY2022 FY2023
Investment Committee SG Holdings Directors, Executive Officers, Department Managers Group 25 22 25 32 27
Group Budget Committee SG Holdings Directors, Executive Officers, Department Managers Group 7 10 10 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 11 12 12 12 12
Group Administration Department Managers' Meetings SG Holdings Directors, Executive Officers, Department Managers, and Group company presidents Group 10 11 11 11 11
Sustainability Committee SG Holdings Directors, Executive Officers, Department Managers Group 4 3 3 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) 6 490 481 9
Outside Director 3 42 42 -
Audit & Supervisory Board Member (excluding Outside Audit & Supervisory Board Member) 2 25 25 -
Outside Audit & Supervisory Board Member 3 46 46 -
Total 14 603 594 9

*The above includes one Director (not Outside Director) and one Audit & Supervisory Board Member (not Outside Audit & Supervisory Board Member) who resigned due to expiration of their terms of office at the conclusion of the 17th Ordinary General Meeting of Shareholders held on June 23, 2023.

*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 consolidated subsidiary. The total amount of remuneration from our subsidiary was 149 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. Two of the Audit & Supervisory Board Members (one Outside Audit & Supervisory Board Member) covered by the above information was 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 305 300 5 -
Hidekazu Matsumoto Director 119 117 1 -

*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 FY2023
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 Remuneration based on audit certification operations Remuneration based on non-audit operations
SG Holdings 70 12 64 9 69 21 73 94 81 3
Consolidated subsidiaries 106 27 109 18 104 32 106 33 108 3
Total 177 39 173 28 173 53 179 128 190 7

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 14,926,839
Number of shareholders Persons 25,541
Percentage of shares held by foreign nationals % 17.21

*As of March 31, 2024

Major Shareholders (Top 10)

Name Number of Shares Held Percentage of Voting Rights (%)
Shinsei Kosan Co., Ltd. 107,771,600 17.23
The Master Trust Bank of Japan, Ltd. (Trust Account) 51,839,300 8.28
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
Custody Bank of Japan, Ltd. (Trust Account) 23,493,200 3.75
Sagawa Printing Co., Ltd. 22,816,400 3.64
Sumitomo Mitsui Banking Corporation 20,750,000 3.31
MUFG Bank, Ltd. 20,750,000 3.31
Tanaka Industry Co.,Ltd. 19,990,700 3.19

*As of March 31, 2024

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.