Corporate Governance Structure Chart
Board of Directors
The Board of Directors plays the second most important role in AEON delight's corporate governance system after the General Meeting of Shareholders. The Board of Directors makes important management decisions and provides highly effective supervision of Directors, Executive Officers, and other senior management.
In principle, Regular Board of Directors Meetings are held once a month, and Extraordinary Board of Directors Meetings are held as necessary.
Corporate Auditors and Board of Auditors
Corporate Auditors attend the meetings of the Board of Directors and Board of Executive Officers as well as other important meetings, and serve a key supervisory function with regard to decisions made and duties executed by the Directors and Board of Directors.
Management Committee
The Management Committee consists of Managing Officers and above and other members as necessary depending on the content of the discussions, and discusses important management matters such as management policies and strategies. In particular, proposals to be submitted to the Board of Directors are submitted after thorough deliberation by the Management Committee to ensure that the Board of Directors can deliberate on matters fully and make appropriate decisions.
Voluntary advisory groups to the board of directors
Nomination and Compensation Advisory Committee
The Nomination and Compensation Advisory Committee was established to enhance the transparency and objectivity of the Board of Directors. To this end, it advises and reports to the Board of Directors on the selection and nomination of candidates for Director and Corporate Auditor, succession planning for the President and Representative Director, and incentive plans and compensation for Directors. The Committee likewise advises and reports on the election and dismissal of Representative Directors and Directors of Group companies. After the 2022 Annual Meeting of Shareholders, we have made the majority of the members of the Nomination and Compensation Advisory Committee independent Outside Directors.
Evaluation Advisory Committee
The Evaluation Advisory Committee was established to strengthen the independence and objectivity of the Board of Directors. The Committee analyzes and evaluates the effectiveness of the Board of Directors as a whole and provides advice and recommendations to the Board of Directors.The committee is composed of directors and corporate auditors, including several independent outside directors, and the chairperson is appointed from among the independent outside directors as a general rule.
Special Committee
The purpose of the Special Committee is to ensure that the opinions of minority shareholders and other stakeholders are appropriately reflected in the Board of Directors from a standpoint independent of management and controlling shareholders. The Committee’s chair and all members are independent Outside Directors, and meetings are held when there is a concern about a conflict of interest between controlling shareholders and minority shareholders.
Overview of each meeting and committee
*Number of meetings held in FY2022
Strengthening the system to enhance Group governance
We are building the following three pillars of Group governance to accelerate the growth strategy of the entire AEON delight Group and to strengthen the Group governance system: (1) growth strategy by individual company; (2) budget and performance management; and (3) internal control system.
Our Board of Directors and the AEON delight Group Company President's Committee, to which authority has been transferred, monitor whether these three pillars of Group governance are functioning systematically and make decisions on resource reallocation for each company.
Other Voluntary Committees
In March 2021, as part of the governance initiatives to prevent misconduct at Group companies, we established the Group Governance Enhancement Promotion Committee, which is responsible for monitoring the maintenance and continuation of the efforts of the Recurrence Prevention Committee, which was created when accounting irregularities were discovered at a subsidiary, and the Corporate Culture Committee, which is responsible for instilling the Group’s common philosophy and
Delight Way as a mindset for all Group employees, as well as for creating a fulfilling workplace environment.
The Group Governance Enhancement Promotion Committee discusses the effectiveness of recurrence prevention measures within the Group and the status of internal controls for the entire Group every month, and implements additional measures as necessary on a case-by-case basis. The Corporate Culture Committee carried out specific measures in fiscal 2022, such as holding a discussion titled "As a First Step toward Becoming a Fulfilling Place to Work" for managers at each regional office, based on the results of the Fulfilling Company Questionnaire for Group employees, which was conducted in fiscal 2021 with the aim of creating a fulfilling workplace.
In addition, the Risk Management Committee identifies misconduct at Group companies as a material risk and engages in risk management and implements recurrence prevention measures to mitigate risks.
These three committees are comprehensively involved in Group-wide monitoring and activities to promote measures to strengthen internal controls in the areas under the responsibility of headquarter departments including Finance and Accounting, Personnel and General Affairs, IT Infrastructure, Compliance, Internal Controls, and Legal Affairs.
Furthermore, in April 2022, we established the Sustainability Committee as a company-wide promotion body for ESG management to solve social issues through our business activities. The Sustainability Committee is responsible for holding discussions on ESG management promotion, including priority initiatives based on the Basic Policies for Sustainability and Material Issues, as well as summarizing the discussions and reporting to the Board of Directors.
Cooperation among Audit & Supervisory Board Member, Accounting Auditors and Internal Audit Departments
Auditors hold meetings periodically and as required with the Accounting Auditor to exchange information. AEON delight has concluded an audit agreement with Deloitte Touche Tohmatsu LLC as the Accounting Auditor and receives audits based on the Company Act and the Financial Instruments and Exchange Act.
The Office of Corporate Audit has been established as the Group Corporate Audit Department and conducts assessments and audits in a planned manner to enhance appropriateness and efficiency of internal control across all business operations with efforts made to ensure smooth management and control of business affairs. The corporate auditors exchange information and opinions with the Group Corporate Audit Department on a regular and daily basis, and as necessary, and also organizes three-way audit meetings to ensure mutual cooperation.
Accounting Auditor
AEON delight has elected Deloitte Touche Tohmatsu LLC as its Accounting Auditor and receives accounting audits from the company. There is no special vested interest between AEON delight and Deloitte Touche Tohmatsu LLC or any of the public accountants engaging in the auditing work.
The accounting audit system for the fiscal year under review is as follows.
Name(s) of the certified public accountant(s) who performed the audit
CPAs that performed the audit: Kazunari Todoroki and Seiji Oguchi
Composition of assistants for audit work
19 certified public accountants, 22 others