Worth reading
58In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
4
Directors addedWording
Definitive
How definitive the wording is.Who is moving to which position
Resolved 13 May 2026Incoming appointee
11 itemsScheduled Appointment Date18 June 2026 (subject to election at the 53rd Annual General Meeting of Shareholders)
Minamii Masayuki (南井 正之)
Previous positionThe Company’s Senior Executive Officer, Chief Compliance Officer and Chief Human Resources Officer
New positionDirectors
Miyake Takeshi (三宅 武志)
Previous positionThe Company’s Executive Officer and Chief Supply Chain Officer
New positionDirectors
Era Akitsugu (江良 明嗣)
Previous positionPartner, Brunswick Group K.K.; Outside Director, ANDPAD, Inc.; former Managing Director and Head of Investment Stewardship, BlackRock Japan
New position* Outside Director
Koizumi Shinichi (小泉 愼一)
Previous positionOutside Director, Preferred Networks, Inc.; Advisor, OBAYASHI CORPORATION; Outside Director and Chair of the Board, Shinko Electric Industries Co., Ltd.; former Representative Director and Executive Vice President, Toray Industries, Inc.; former Full-time Audit & Supervisory Board Member, DeNA Co., Ltd.
New position* Outside Director
Sakuma Soichiro (佐久間 総一郎)
Previous positionOutside Director, KONICA MINOLTA,INC.; Advisor, NS Solutions Corporation; Outside Director (Audit and Supervisory Committee Member), JX Advanced Metals Corporation; former Representative Director and Executive Vice President, Nippon Steel & Sumitomo Metal Corporation (now Nippon Steel Corporation)
New position* Outside Director
Nishiura Yuji (西浦 裕二)
Previous positionOutside Director and Chair of the Board, LIXIL Corporation; former Country Head, Japan, AlixPartners; former Chair of the Board, AXA Life Insurance Co., Ltd.; former Chair of the Board, AXA General Insurance Co., Ltd.; former Representative Director and Chair of the Board, Sumitomo Mitsui Trust Club Co., Ltd.
New position* Outside Director
Yamamoto Ryoichi (山本 良一)
Previous positionOutside Director, Daido Steel Co., Ltd.; Special Advisor, J. Front Retailing Co., Ltd.; former Director, Representative Executive Officer and President, J. Front Retailing Co., Ltd.
New position* Outside Director
Yamazaki Takeshi (山崎 武)
Previous positionFull-time Audit and Supervisory Board Member, Hitachi Real Estate Partners, Ltd.; former General Manager, Corporate Planning Office, Strategic Planning Division, Hitachi,Ltd.; former Senior Corporate Officer and Chief Strategy Officer, Hitachi LG Data Storage, Inc.
New position* Outside Director (Audit and Supervisory Committee Member)
Amano Hideki (天野 秀樹)
Previous positionOutside Audit and Supervisory Board Member, Mizuho Leasing Company,Limited; former Vice Chairman, Audit, KPMG AZSA LLC
New position* Outside Director (Audit and Supervisory Committee Member)
Kishinami Misawa (岸波 みさわ)
Previous positionOutside Director, Daiwabo Holdings Co.,Ltd.; former Head of Syndicate, Capital Markets Division, Investment Banking Division, Goldman Sachs Securities Co., Ltd.; former Executive Director, Investment Banking Division, UBS Securities Japan Co., Ltd.
New position* Outside Director (Audit and Supervisory Committee Member)
Hasegawa Mitsuhiro (長谷川 充弘)
Previous positionSpecial Advisor, Uryu & Itoga Law Office; former Prosecutor-General, Hiroshima High Public Prosecutors Office; former Chair, Securities and Exchange Surveillance Commission
New position* Outside Director (Audit and Supervisory Committee Member)
Departing officer
7 itemsDate of departure18 June 2026
Ochiai Hiroyuki (落合裕之)Stepping down
Sato Shinichi (佐藤慎一)Stepping down
Komatsu Yayoi (小松弥生)Stepping down
Sakai Takako (酒井貴子)Stepping down
Yamada Aya (山田文)Stepping down
Umeda Kunio (梅田邦夫)Stepping down
Toyoshima Hiroe (豊島ひろ江)Stepping down
New positionRetirement
Because the names and counts do not correspond, they are shown as reported without linking the counts to individual names.Reason for departure
Ochiai Hiroyuki (落合裕之), Sato Shinichi (佐藤慎一), Komatsu Yayoi (小松弥生), Sakai Takako (酒井貴子), Yamada Aya (山田文) and Umeda Kunio (梅田邦夫) are retiring upon expiration of their terms. Toyoshima Hiroe (豊島ひろ江) is resigning.
Whether the incumbent will remain in office (whether they will retain their position)
Yoshii Hiroshi (吉井浩) will remain in office. The other departing directors will retire.
Directors after the change13Number
Shareholders’ meeting approvalYes. A proposal for the election of directors is scheduled to be submitted to the 53rd Annual General Meeting of Shareholders, scheduled for 18 June 2026.
Reason for change
Based on the Third-Party Committee's report and the Improvement Plan and Status Report, the Company will renew the Board of Directors to create a structure with diverse expertise and further strengthen its management structure.
Reasons for appointment
To ensure the steady implementation and oversight of governance and corporate culture reforms, the Company selected candidates with expertise in legal affairs and compliance, finance and accounting, governance and risk management, as well as experience in corporate management, corporate restructuring and the capital markets.
| Item | Details |
|---|---|
| Resolution date | 13 May 2026 |
| Scheduled Appointment Date | 18 June 2026 (subject to election at the 53rd Annual General Meeting of Shareholders) |
| Date of departure | 18 June 2026 |
| Name of appointee | Minamii Masayuki (南井 正之), Miyake Takeshi (三宅 武志), Era Akitsugu (江良 明嗣), Koizumi Shinichi (小泉 愼一), Sakuma Soichiro (佐久間 総一郎), Nishiura Yuji (西浦 裕二), Yamamoto Ryoichi (山本 良一), Yamazaki Takeshi (山崎 武), Amano Hideki (天野 秀樹), Kishinami Misawa (岸波 みさわ), Hasegawa Mitsuhiro (長谷川 充弘) |
| Appointee's new position | Directors, Directors, * Outside Director, * Outside Director, * Outside Director, * Outside Director, * Outside Director, * Outside Director (Audit and Supervisory Committee Member), * Outside Director (Audit and Supervisory Committee Member), * Outside Director (Audit and Supervisory Committee Member), * Outside Director (Audit and Supervisory Committee Member) |
| Appointee's previous position | The Company’s Senior Executive Officer, Chief Compliance Officer and Chief Human Resources Officer, The Company’s Executive Officer and Chief Supply Chain Officer, Partner, Brunswick Group K.K.; Outside Director, ANDPAD, Inc.; former Managing Director and Head of Investment Stewardship, BlackRock Japan, Outside Director, Preferred Networks, Inc.; Advisor, OBAYASHI CORPORATION; Outside Director and Chair of the Board, Shinko Electric Industries Co., Ltd.; former Representative Director and Executive Vice President, Toray Industries, Inc.; former Full-time Audit & Supervisory Board Member, DeNA Co., Ltd., Outside Director, KONICA MINOLTA,INC.; Advisor, NS Solutions Corporation; Outside Director (Audit and Supervisory Committee Member), JX Advanced Metals Corporation; former Representative Director and Executive Vice President, Nippon Steel & Sumitomo Metal Corporation (now Nippon Steel Corporation), Outside Director and Chair of the Board, LIXIL Corporation; former Country Head, Japan, AlixPartners; former Chair of the Board, AXA Life Insurance Co., Ltd.; former Chair of the Board, AXA General Insurance Co., Ltd.; former Representative Director and Chair of the Board, Sumitomo Mitsui Trust Club Co., Ltd., Outside Director, Daido Steel Co., Ltd.; Special Advisor, J. Front Retailing Co., Ltd.; former Director, Representative Executive Officer and President, J. Front Retailing Co., Ltd., Full-time Audit and Supervisory Board Member, Hitachi Real Estate Partners, Ltd.; former General Manager, Corporate Planning Office, Strategic Planning Division, Hitachi,Ltd.; former Senior Corporate Officer and Chief Strategy Officer, Hitachi LG Data Storage, Inc., Outside Audit and Supervisory Board Member, Mizuho Leasing Company,Limited; former Vice Chairman, Audit, KPMG AZSA LLC, Outside Director, Daiwabo Holdings Co.,Ltd.; former Head of Syndicate, Capital Markets Division, Investment Banking Division, Goldman Sachs Securities Co., Ltd.; former Executive Director, Investment Banking Division, UBS Securities Japan Co., Ltd., Special Advisor, Uryu & Itoga Law Office; former Prosecutor-General, Hiroshima High Public Prosecutors Office; former Chair, Securities and Exchange Surveillance Commission |
| Name of departing officer | Ochiai Hiroyuki (落合裕之), Sato Shinichi (佐藤慎一), Komatsu Yayoi (小松弥生), Sakai Takako (酒井貴子), Yamada Aya (山田文), Umeda Kunio (梅田邦夫), Toyoshima Hiroe (豊島ひろ江) |
| New position of departing officer | Retirement |
| Reason for departure | Ochiai Hiroyuki (落合裕之), Sato Shinichi (佐藤慎一), Komatsu Yayoi (小松弥生), Sakai Takako (酒井貴子), Yamada Aya (山田文) and Umeda Kunio (梅田邦夫) are retiring upon expiration of their terms. Toyoshima Hiroe (豊島ひろ江) is resigning. |
| Whether the incumbent will remain in office | Yoshii Hiroshi (吉井浩) will remain in office. The other departing directors will retire. |
| Reason for change | Based on the Third-Party Committee's report and the Improvement Plan and Status Report, the Company will renew the Board of Directors to create a structure with diverse expertise and further strengthen its management structure. |
| Reasons for appointment | To ensure the steady implementation and oversight of governance and corporate culture reforms, the Company selected candidates with expertise in legal affairs and compliance, finance and accounting, governance and risk management, as well as experience in corporate management, corporate restructuring and the capital markets. |
| Number of directors after the change | 13 directors, including 10 independent outside directors |
| Subject to Approval by the General Meeting of Shareholders | Yes. A proposal for the election of directors is scheduled to be submitted to the 53rd Annual General Meeting of Shareholders, scheduled for 18 June 2026. |
Items this document does not state (7)
Appointee's date of birthYear the appointee joined the CompanyNumber of shares held by the appointeeFormer position of departing officerFiling as an independent officerDetails of organizational changesChange in Corporate Governance Structure
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Based on the Third-Party Committee's report and the Improvement Plan and Status Report, the Company will renew the Board of Directors to create a structure with diverse expertise and further strengthen its management structure. The changes are also intended to strengthen corporate governance, reform the corporate culture and enhance the independence of management.
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