Corporate Governance
Policies, Systems and Initiatives
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.