Materiality 7
Effective corporate governance
Basic policy
NITORI Group places top priority on sustainable growth and the medium- to long- term improvement of corporate value in its management. The Group believes that enhancing its corporate governance system is necessary for achieving these goals. To enhance corporate governance, the Group aims to build an organizational structure to respond promptly to any changes in the business environment, practice fair and transparent management as a listed company, and disclose accurate information to all stakeholders in a timely manner. Meanwhile, the Group will develop an internal system to establish its corporate social responsibility and corporate ethics.
Directors
Skills Matrix
Of the skills, etc. held by each Director, maximum of six main skills are marked with ●.
Discussion with Outside Directors
In this dialogue, Outside Directors Izawa and Ando, who took office last year as the outside directors of NITORI Holdings, discuss Role as the Outside Director,Evaluation of NITORI Holdings , Responding to changes in the environment (risks and opportunities),and Sustainability.
Click here for the discussion（published in Integrated Report2022）
Click here for the discussion (published in Integrated Report 2021)
- Discussion with Outside Directors 1 (Non-Audit and Supervisory Committee Members)[
383KB] - Discussion with Outside Directors 2 (Audit and Supervisory Committee Members)[412KB]
Board of Directors’ effectiveness evaluation
In analyzing and evaluating the effectiveness of fiscal 2022 Board of Directors, we confirmed the status of improvements and progress of the issues identified in the effectiveness evaluation conducted in the previous fiscal year. The Board of Directors also compiled the evaluations and candid opinions of each director in the form of a questionnaire, and based on the results, the Board of Directors conducted an analysis and discussion on each issue to improve the functioning of the Board of Directors.
Results of the assessment of the effectiveness of the Board of Directors in fiscal year 2022 and priorities for the Board of Directors in fiscal year 2023
The results of the analysis by the NITORI Group Board of Directors showed that the Board of Directors is composed of a wellbalanced group of directors with diverse knowledge and experience, that all directors, including outside directors, participate in active and free discussions at the Board of Directors meetings, that the frequency of Board of Directors meetings is appropriate and that the agenda of the Board of Directors meetings is properly managed. On the other hand, although the current composition of the Board of Directors is not necessarily a major issue, the percentage of outside directors has decreased compared to the previous year, and it can be said that the discussion on the expansion of diversity and the appropriateness of the composition should be further deepened. There is still room for improvement in such areas as “enhancement of discussions on risk management” and “enhancement of provision of important information to outside directors,” which were issues in the previous year’s effectiveness evaluation, and further promotion of “deepening discussions on NITORI Group’s growth strategy” is strongly required through the resolution of these issues. Based on the issues identified through the evaluation of the effectiveness of the Board of Directors and the opinions of the directors, the Board of Directors has decided that the most important issue is to “deepen discussions on the NITORI Group’s growth strategy” and will work on each issue to achieve further improvement. (Figure below)
Executive compensation system
Performance-based stock compensation system
