Corporate Governance System
- 1. Corporate Governance System
- 2. Institutional design
- 3. Reasons for Appointment and Expertise
- 4. Initiatives to Strengthen Corporate Governance System
- 5. Support System and Training Policy for Directors
(including Audit and Supervisory Committee Members)
Corporate Governance System
As of June 27, 2025
| Company Name | FUJI OIL CO., LTD. | organizational structure | business holding company |
|---|---|---|---|
| Institutional design | a company with an Audit and Supervisory Committee | Number of directors | 11 (including 2 female) (11 (including 7 Outside Directors, including 6 Independent Outside Directors ) |
| Chairperson | Composition | Reference: Meetings during FY2024*1 |
||||||
|---|---|---|---|---|---|---|---|---|
| Total | Directors (excluding Audit and Supervisory Committee Members) | Audit and Supervisory Committee Members | ||||||
| Internal Directors | Independent Outside Directors | Non-Independent Outside Directors | Internal Directors | Independent Outside Directors | ||||
| Board of Directors | President and Representative Director (Tatsuji Omori) |
11 | 3 | 4 | 1 | 1 | 2 | 16 |
| Audit and Supervisory Committee | Full-time Audit and Supervisory Committee Members (Yusuke Togawa) |
3 | - | - | - | 1 | 2 | 13 |
| Nomination and Compensation Advisory Committe | Independent Outside Director （Tomoko Tsuji） |
7 | 2 | 4 | - | 1 Observer |
- | 15 |
| Sustainability Committee*2 | Internal Director (CEO Tatsuji Omori) |
9*3 | 3 | 2 Advisors |
- | - | - | 3 (Sustainability Committee) |
| Reference: Management Committee Meeting | President and Representative Director (Tatsuji Omori) |
10*4 | 3 | - | - | 1 Observer |
- | 24 |
*1 April 2024 to March 2025
*2 Name changed from ESG Committee in FY2022
*3 3 internal directors and 6 executive officers
*4 4 internal directors and 6 executive officers
Institutional Design
Reasons for Adoption of Current Corporate Governance System
We believe that dynamic and practical decision-making and business execution as well as working to enhance the monitoring function of the Board of Directors of are critical to earning the trust and meeting the expectations of stakeholders.
Therefore, we are working to further enhance corporate governance by strengthening the supervisory functions of the Board of Directors as a company with an audit and supervisory committee. Together with this, we are promoting the rapid implementation of growth strategies by delegating to the Board of Directors important decisions on business execution.
Our reasons for establishing the Audit and Supervisory Committee to enable the full-time Internal Directors who also serve as Audit and Supervisory Committee Members to gather internal information that contributes to audits and share that information with Independent Outside Directors who also serve as Audit and Supervisory Committee Members through Audit and Supervisory Committee. Furthermore, this enables to ensure the effectiveness of organizational audits through close cooperation with the internal audit department. Furthermore, from the perspective of monitoring functions of the Board of Directors, Independent Outside Directors who are also attorneys or CPAs providing their expert opinions with the Board of Directors contribute to appropriate deliberations and the supervision of business execution by the Board of Directors.
Our current corporate governance structure is based on having a Board of Directors and an Audit and Supervisory Committee as a company with an audit and supervisory committee. The Board of Directors consists of three Internal Directors and five Outside Directors (of which, four are independent Outside Directors) to which we have added three Directors who also serve as Audit and Supervisory Committee members (two independent Outside Directors and one Inside Director). The Audit and Supervisory Committee consists of those three Directors who also serve as Audit and Supervisory Committee members.
In addition, we have established the Nomination and Compensation Advisory Committee (the majority of whose members, including the chair, are independent Outside Directors) as a discretionary advisory body to the Board of Directors. This committee deliberates and reports on the selection of officers, succession plans, the formulation of compensation plans for Directors and other matters. Furthermore, we have established the Sustainability Committee to contribute to a sustainable society and thereby increase our corporate value. This committee deliberates and reports on important issues in sustainability management. We believe that the adoption of this structure will lead to highly transparent and sound management.
Roles
- Board of Directors
- A meeting body that makes decisions on legally mandated matters related to the management of Fuji Oil Group and important matters such as management policies and strategies, and monitors the execution of business operations. It consists of directors (including those who are Audit Committee members) entrusted by shareholders. The Board of Directors is composed of directors (including those who are Audit and Supervisory Committee Members) entrusted by the shareholders.
- Audit and Supervisory Committee
- Investigate the status of Fuji Oil Group operations and assets, and audit the execution of duties by directors (excluding Audit and Supervisory Committee Members) using the internal control system). Cooperate with and direct the Internal Audit Department to audit the appropriateness of the operations of group companies.
- Nomination and Compensation Advisory Committee
- The Committee makes reports on personnel matters and compensation of the Company's Directors and Executive Officers in consultation with the Board of Directors. From the viewpoint of objectivity and transparency in making decisions, the majority of the members of the committee consist of Independent Outside Directors, and the committee is chaired by an Independent Outside Director.
- Sustainability Committee
- The Sustainability Committee captures the expectations and demands of society, deliberates on important issues and strategies to promote sustainability management, and then reports to the Board of Directors as a discretionary advisory body to the Board of Directors.
This Committee is chaired by President and Chief Executive Officer (CEO), the committee is composed of the Chief Operating Officer (COO), Chief Financial Officer (CFO), heads of business divisions and functional departments, and ESG advisors. - Management Committee Meeting , etc.
- A meeting body that deliberates important matters related to the execution of business activities in Fuji Oil Group and assists the Chief Executive Officer (CEO) in decision-making. It consists of the CEO, Executive Officers. In addition to this, the Chief Operating Officer (COO) and Chief Financial Officer (CFO) deliberate on important matters within the scope of authority delegated to them by the CEO in a meeting body to assist them in their decision-making.
Reasons for Appointment and Expertise
Stance on nomination of candidates for Directors (including Audit and Supervisory Committee Members)
- - The following skills matrix illustrates expertise available to the Board of Directors.
- - The Company will continue to review its options with respect to the composition of its Board of Directors taking into account factors in conjunction with expertise, such that include affiliations (independence), years of service, diversity particularly in terms of gender and nationality, and changes in the business environment.
- - In terms of years of service of Independent Outside Officers, in principle, a maximum of six years for directors is deemed as appropriate from the perspective of maintaining independence as outsiders.
Skills Matrix
Please refer to the appendix of the "Corporate Governance Guidelines" for the following
FUJI OIL CO., LTD. Corporate Governance Guidelines
[Appendix 3] Selection Criteria for Candidates of Directors who are not Audit and Supervisory Committee Members
[Appendix 4] Selection Criteria for Candidates of Directors who also serve as Audit and Supervisory Committee Members
[Appendix 5] Criteria for determining the independence of Outside Directors
Reason for Nomination
1. Tatsuji Omori
(April 28, 1960) Male
Number of shares of the Company held 17,100 shares
Years of service (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 4 years and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1983 | Joined the Company |
|---|---|---|
| Mar. | 2004 | General Manager, Shandong Longteng Fuji Foodstuffs Co., Ltd. |
| Apr. | 2008 | Manager, Protein Foods Sales Dept.3, Protein Foods Div., Protein Foods Company of the Company |
| Apr. | 2013 | General Manager, Sales Div. 1, Sales Dept. 1, Sales Unit |
| Apr. | 2014 | Executive Officer General Manager, Sales Div. 2, Sales Unit |
| Apr. | 2015 | General Manager, Emulsified & Fermented Business Unit |
| Apr. | 2017 | Chief Operating Officer (COO) Representative Director and President of former FUJI OIL HOLDINGS INC. (absorbed by the Company in April 2025) |
| June | 2017 | Director |
| Apr. | 2019 | Senior Executive Officer |
| June. | 2021 | Stepped down as Director |
| Apr. | 2025 | President, Executive Officer Chief Executive Officer (CEO) (to present) |
| June. | 2025 | Representative Director, President (to present) |
Reason for nomination as a candidate for Director
After joining the Company, Mr. Tatsuji Omori gained experience in sales and management of emulsified and fermented materials, and later served as General Manager of a Chinese joint venture for soy protein processed foods. In 2014, he was appointed executive officer and General Manager of Sales Div. 2, and thereafter served as General Manager,Emulsified & Fermented Business Unit, and the General Manager of the Business Management Div., which oversees four business divisions at FUJI OIL CO., LTD. He has abundant business experience across four business divisions, including experience stationed as the head of an overseas local subsidiary, and has broad knowledge from production sites to markets. Since 2017, he has served as Executive Officer and Chief Operating Officer (COO) of FUJI OIL HOLDINGS INC., and as Representative Director and President of FUJI OIL CO., LTD., the group’s largest operating company. He has a proven track record of increasing business value, including achieving record-high profits for two consecutive periods in the Japan area. Based on his past career and the reasons mentioned above, he is expected to lead the entire company as CEO under the new “business holding company structure” from April 2025 with leadership that utilizes his attitude of valuing the “manufacturing” frontline and his effective communication skills. In addition, with his extensive business sense and decisiveness, we believe that he will be able to demonstrate leadership in involving the management team in resolving management issues such as the restructuring of the business portfolio, and contribute to increasing the corporate value of our Group, and therefore we nominate him as a candidate for Director.
Skills
Corporate managerial experience, Global, Sales/Marketing, Production（Safety,quality and environment）, Finance/Accounting, IT/Digtal
2. Hiroyuki Tanaka
(January 3, 1968) Male
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 9,200 shares(1,000 shares)
Years of service (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 3 years and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1990 | Joined ITOCHU Corporation |
|---|---|---|
| Apr. | 2014 | Seconded from ITOCHU Corporation to the Company |
| June | 2015 | Director, Chief Financial Officer (CFO) of HARALD INDÚSTRIA E COMÉRCIO DE ALIMENTOS LTDA |
| Apr. | 2017 | General Manager of the Grain & Feed and Oils Department of the Provisions Division, ITOCHU Corporation |
| Apr. | 2019 | Substitute Director of the Provisions Division, General Manager of the Grain & Feed and Oils Department, ITOCHU Corporation |
| Sept. | 2020 | Seconded from ITOCHU Corporation to the Company |
| Oct. | 2020 | Director of BLOMMER CHOCOLATE COMPANY (to present) |
| Apr. | 2021 | Chairperson of HARALD INDÚSTRIA E COMÉRCIO DE ALIMENTOS LTDA (to present) |
| Mar. | 2022 | Left ITOCHU Corporation |
| Apr. | 2022 | Joined the Company Senior Executive Officer (to present) Chief Strategy Officer (CSO) |
| June | 2022 | Director (to present) |
| Apr. | 2025 | Chief Operating Officer (COO) (to present) |
Reason for nomination as a candidate for Director
Mr. Hiroyuki Tanaka has broad sales and management experience in the food division of a major Japanese trading company, and has a wealth of experience in overseas business. When seconded to the Company, he dedicated himself to PMI as a Director of Harald and Blommer Chocolate Company, which are international group companies of the Company.
As the Company’s Chief Strategy Officer (CSO) since April 2022 and a Director since June 2022, he has been playing a leading role in promoting the global management of our Group.
In particular, under the Mid-Term Management Plan “Reborn 2024,” he has led efforts to expand the Group’s profits through business portfolio management that has assessed changes in the market environment and the competitive environment, such as promoting a group-wide shift to high value-added products.
Based on his past career and the reasons mentioned above, we have determined that he will be able to contribute to increasing the corporate value of our Group by creating and further strengthening synergies between Japan and overseas and among our four businesses as Chief Operating Officer (COO) under the new “business holding company structure” from April 2025, and therefore we continue to nominate him as a candidate for director.
Skills
Corporate managerial experience, Global, Sales/Marketing, Finance/Accounting, Supply chain management
3. Sunao Maeda
(November 2, 1967) Male
Number of shares of the Company held: 3,200 shares
Years of service (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 1 years and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1990 | Joined the Company |
|---|---|---|
| Apr. | 2015 | Director of FUJI OIL ASIA PTE. LTD. |
| June | 2018 | Group Leader of Corporate Planning Group |
| July | 2021 | Executive Officer Chairman of FUJI EUROPE AFRICA B.V. |
| July | 2023 | Senior Executive Officer (to present) Chief Financial Officer (CFO) (to present) |
| June | 2024 | Director (to present) |
Reason for nomination as a candidate for Director
Mr. Sunao Maeda has been involved in the finance and accounting as well as corporate planning fields for many years since joining the Company. Not only within Japan, he has gained a wealth of experience including overseas assignments, serving as finance and accounting general manager in the oils and fats business company in Belgium, Asian regional company in Singapore, and as General Manager of Europe. Since July 2023, he has served as Chief Financial Officer (CFO) and has been promoting the global management, making full use of his knowledge in finance, accounting, and corporate planning in group management, as well as his managerial experience in regional headquarters and international group companies.
In particular, in order to financially support the strengthening of the management foundation set out in the Mid-Term Management Plan “Reborn 2024,” he has been working on financial strategies, promoting the establishment of FUJI ROIC within the Company, and strengthening financial monitoring. He has also contributed to improving corporate value through active dialogue with the capital market. Based on his past career and the reasons mentioned above, we have determined that he will be able to contribute to improving the corporate value of our Group by overseeing corporate functions such as not only finance and accounting but also human resources, general affairs, and legal affairs as Chief Financial Officer (CFO) under the new “business holding company structure” from April 2025, and by strengthening our company-wide management capabilities, we therefore continue to nominate him as a candidate for director.
Skills
Corporate managerial experience, Global, Finance/Accounting, Legal/Compliance
4. Toshiyuki Umehara
(September 3, 1957) Male
Outside Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 900 shares
Years of service (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 4 year and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1984 | Joined Nitto Denko Corporation |
|---|---|---|
| May | 2005 | General Manager of Production Headquarters, Optical Division, Nitto Denko Corporation |
| July | 2009 | General Manager of Optical Division, Nitto Denko Corporation |
| June | 2010 | Vice President, General Manager of Optical Division, Nitto Denko Corporation |
| June | 2013 | Senior Vice President, Nitto Denko Corporation |
| Aug. | 2014 | Senior Vice President, CIO, General Manager of Corporate Strategy Management Division, and General Manager of IT Division, Nitto Denko Corporation |
| June | 2015 | Director, Executive Vice President, General Manager of Automotive Products Sector, Nitto Denko Corporation |
| June | 2017 | Director, Senior Executive Vice President, Nitto Denko Corporation |
| Apr. | 2018 | Director, Senior Executive Vice President, CTO, CIO, General Manager of Corporate Technology Sector, Nitto Denko Corporation |
| June | 2019 | Representative Director, Senior Executive Vice President, CTO, General Manager of Corporate Technology Sector, Nitto Denko Corporation |
| June | 2020 | Retired from Nitto Denko Corporation |
| July | 2020 | Executive Director, Hokkaido University (part-time) (to present) |
| Aug. | 2020 | Project Professor, Keio University |
| June | 2021 | Outside Director of the Company (to present) |
| June | 2022 | Outside Director of Daiichi Kigenso Kagaku Kogyo Co., Ltd. (to present) Outside Director of ShinMaywa Industries, Ltd. (to present) |
| Apr. | 2023 | Representative Director, JCCL, Inc. (to present) |
Major concurrent positions
Outside Director of Daiichi Kigenso Kagaku Kogyo Co., Ltd.
Outside Director of ShinMaywa Industries, Ltd.
Representative Director, JCCL, Inc.
Reason for nomination as a candidate for Outside Director and outline of expected role
Mr. Toshiyuki Umehara has worked for many years as an engineer and business manager at a manufacturer of electronic materials, which has many top-share products in a wide range of fields such as FPD materials, automobiles, and medical.
He has a wealth of experience as a corporate manager and deep knowledge in the fields of technology and information along with a high level of insight into technology management, where the Company has an advantage, and in the information field, which the Company is enhancing.
As the chair of the Nomination and Compensation Advisory Committee since June 2023, he has also appropriately led auditing functions from an objective and neutral standpoint in the selection of candidates for the Company’s Directors and in the determination of the remuneration for Directors, etc.
The Board of Directors expects him to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it continues to nominate him as a candidate for Outside Director.
Matters concerning independence
The Company has designated him as an independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Skills
Corporate managerial experience, R&D/Technology, Global, Production (Safety, Quality and Environment), IT/Digital
5. Tomoko Tsuji
(August 16, 1956) Female
Reelected
Outside Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 1,100 shares
Years of service (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 3 years and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1979 | Joined Ajinomoto Co., Inc. |
|---|---|---|
| Feb. | 1987 | Acquired Ph.D. in Agriculture (Former Laboratory of Applied Microbial Chemistry, University of Tokyo) |
| Mar. | 1988 | Postdoctoral Fellow, Rockefeller University, USA |
| Nov. | 1988 | Postdoctoral Fellow, Pennsylvania State University, USA |
| Dec. | 1989 | Joined Sagami Chemical Research Center |
| May | 1999 | Joined FANCL CORPORATION |
| June | 2007 | Director, Executive Officer, General Manager of FANCL CORPORATION. |
| May | 2008 | Advisor of Nippon Suisan Kaisha, Ltd. |
| Apr. | 2009 | General Manager of Human Life Science R&D Center, Nippon Suisan Kaisha, Ltd |
| May | 2015 | Executive Officer of YOSHINOYA HOLDINGS CO., LTD. General Manager of the Materials Development Department, the Product Division, YOSHINOYA HOLDINGS CO., LTD. |
| June | 2020 | Outside Director of Sundrug Co.Ltd. (to present) |
| June | 2022 | Outside Director of the Company (to present) |
| June | 2025 | R&D Executive Fellow of YOSHINOYA HOLDINGS CO., LTD. |
Major concurrent positions
Outside Director of Sundrug Co., Ltd.
Reason for nomination as a candidate for Outside Director and outline of expected role
After joining a major domestic food manufacturer, Ms. Tomoko Tsuji was awarded a Ph.D. in agriculture and engaged in research on pharmaceutical seeds at universities in the United States, etc. At the various companies she worked at, she worked in research and product development related to nutrition and functions of food products at several companies while serving as a director of a major domestic health food manufacturer. She further excelled as an executive officer at a major corporation in the Japanese restaurant industry. Commencing this fiscal year, she will provide guidance in research and development in new areas as an R&D executive fellow. In addition, she currently serves as an outside director at a major domestic drugstore chain, and has a wealth of experience and deep insight. She is also involved as a member of the Nomination and Compensation Advisory Committee, where she proactively advises on the selection of candidates for the Company’s Directors and in the determination of the remuneration for Directors, etc. from an objective and neutral standpoint and has contributed to the enhancement of the Company’s corporate value.
The Board of Directors expects her to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, it continues to nominate her as a candidate for Outside Director.
Matters concerning independence
The Company has designated her as an independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect. YOSHINOYA HOLDINGS CO., LTD., where she concurrently serves, engages in food product development activities and has a business relationship with the Company. However, the transaction amount in respect of this relationship is minimal (less than 0.1% of consolidated sales).
The Board of Directors confirms that she meets the requirements for Outside Directors under the Companies Act and the requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no obstacles or issues that would prevent her from carrying out her duties as an Outside Director.
Skills
Corporate managerial experience, R&D/Technology, Sustainability
6. Rie Nakagawa
(August 10, 1968) Female
Outside Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 700shares
Years of service (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 2 year and 0 months
Past experience, positions and responsibilities in the Company
| Aug. | 2003 | Joined MISUMI, Inc. (current MISUMI Group, Inc.) |
|---|---|---|
| Oct. | 2011 | General Manager of FA Business Composite Products Division, MISUMI Group, Inc. |
| Oct. | 2013 | President of FA Processed Products Business, MISUMI Group, Inc. |
| Oct. | 2015 | Representative CEO of FA Business, MISUMI Group, Inc. |
| Oct. | 2020 | Representative CEO of User Service Platform, MISUMI Group, Inc. |
| Jan. | 2022 | Representative CEO of Sustainability Platform, MISUMI Group, Inc. |
| Dec. | 2022 | Retired from MISUMI Group, Inc. Director and COO, Grameen Nippon (to present) |
| June | 2023 | Outside Director of the Company (to present) |
| June | 2024 | Outside Director of Duskin Co.,Ltd. (to present) |
Major concurrent positions
Director and COO, Grameen Nippon
Outside Director of Duskin Co., Ltd.
Reason for nomination as a candidate for Outside Director and outline of expected role
Ms. Rie Nakagawa has held important positions involving FA business, user service platforms and sustainability platforms in machine and industrial EC companies. She also played an extensive role as Representative CEO in portfolio management, cash management and sustainability. She currently serves as a director and COO of a general incorporated association and as an outside director of a major domestic company, and has a wealth of experience and deep insight.
Furthermore, as a member of the Nomination and Compensation Advisory Committee and the ESG Advisor of the Sustainability Committee of the Company, she has contributed to the enhancement of the Company’s corporate value by providing timely and appropriate suggestions and proposals on the selection of candidates for the Company’s Directors, in the determination of the remuneration for Directors, etc., and in strengthening the business base that the Company is promoting, from an objective and neutral standpoint.
The Board of Directors expects her to be able to properly execute duties as Outside Director in the future as well due to the above-mentioned reasons, and therefore, it continues to nominate her as a candidate for Outside Director.
Matters concerning independence
The Company has designated her as an independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Duskin Co., Ltd., where she concurrently serves as Outside Director, engages in the food business and has a business relationship with the Company. However, the transaction amount in respect of this relationship is minimal (less than 0.3% of consolidated net sales).
The Board of Directors confirms that she meets the requirements for Outside Directors under the Companies Act and the requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there are no obstacles or issues that would prevent her from carrying out her duties as an Outside Director.
Skills
Corporate managerial experience, Global, Sustainability, Sales/Marketing, Finance/Accounting, IT/Digital, Supply chain management
7. Yoshihiro Tachikawa
(Jun. 7, 1971) male
Outside Director
Number of shares of the Company held (Number of shares to be delivered as per the Share-based Remuneration Plan): 0 shares
Years of service (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 2 year and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1993 | Joined ITOCHU Corporation |
|---|---|---|
| Mar. | 1998 | Retired from ITOCHU Corporation |
| Feb. | 2003 | Joined ITOCHU Corporation |
| Apr. | 2008 | Assigned as President and CEO, JAPAN NUTRITION Co., Ltd. |
| Apr. | 2020 | General Manager of the Grain & Feed Department, ITOCHU Corporation |
| Apr. | 2023 | Chief Operating Officer of Manager, Food Resources Division, ITOCHU Corporation (to present) |
| Apr. | 2025 | Executive Officer of ITOCHU Corporation (to present) |
Major concurrent positions
Chief Operating Officer of Manager, Food Resources Division, ITOCHU Corporation
Director, ITOCHU Food Sales and Marketing Co., Ltd.
Director, ITOCHU FEED MILLS CO., LTD.
Reason for nomination as a candidate for Outside Director and outline of expected role
Mr. Yoshihiro Tachikawa joined a major Japanese trading company and after leaving the company in 1998, he was hired at an overseas feed manufacturer. He rejoined the major Japanese trading company in 2003 and was later assigned to the role of President and CEO of a functional feed manufacturing and sales company, during which time he was involved in the business transfer of FUJI OIL CO., LTD.’s enzyme-treated Copra meal. He has been active in a number of operations in Japan and overseas as a manager of the major Japanese trading company since he became Chief Operating Officer of Provisions Division in April 2023.
Taking advantage of such wealth of experience and deep insight, he has contributed to the enhancement of the Company’s corporate value by providing timely and appropriate suggestions and proposals especially in raw material procurement, business management and other fields.
The Board of Directors expects him to be able to properly execute duties as Outside Director in the future as well due to the above-mentioned reasons, and therefore, it continues to nominate him as a candidate for Outside Director.
Matters concerning independence
The Company and ITOCHU Corporation, at which Mr. Yoshihiro Tachikawa concurrently holds positions, have a business relationship related to the transactions of raw materials and product sales, etc. between the Company and ITOCHU Corporation and its group companies. In addition, ITOCHU Corporation and its subsidiary ITOCHU FOOD INVESTMENT, LLC are major shareholders of the Company and hold 43.9% of the Company’s total issued shares (net of treasury shares). Due to the above mentioned reasons, the Company will not notify the Tokyo Stock Exchange of him as independent director/auditor under its provisions.
Skills
Corporate managerial experience, Global, Sales/Marketing
8. Tetsuya Sogo
(Dec. 3, 1959) male
Outside Independent Director
Number of shares of the Company held : 0 shares
Past experience, positions and responsibilities in the Company
| Apr. | 1982 | Joined NTN Toyo Bearing Co., Ltd. (current name: NTN Corporation) |
|---|---|---|
| Apr. | 2007 | General Manager of Corporate Strategy Headquarters |
| Oct. | 2007 | Deputy General Manager, Corporate Planning Div. General Manager, Corporate Planning Dept. |
| Apr. | 2011 | Executive Officer, Deputy General Manager, Americas Region |
| Apr. | 2014 | Senior Executive Officer, General Director of NTN Americas Region |
| Apr. | 2018 | Senior Executive Officer, General Manager, Finance Div. |
| June | 2019 | Corporate General Manager of Financial Headquarters |
| Apr. | 2020 | Corporate Executive Officer, CFO |
| June. | 2025 | Outside Director of the Company (to present) |
Reason for nomination as a candidate for Outside Director and outline of expected role
Mr. Tetsuya Sogo has spent many years of his career at a leading domestic manufacturer of bearings, mainly in the corporate planning and finance divisions, and has global financial management experience, including working for a related corporation in Americas. He also holds an Executive MBA from Northwestern University’s Kellogg School of Management, and served as General Manager of the Americas Region, Corporate Executive Officer and CFO (Chief Financial Officer), playing a central role in the organization’s financial strategy in the capacity of both business manager and general financial manager.
We believe that the wealth of financial experience, global perspective, and managerial insight will be of great benefit to our Group as it moves forward to strengthen its business management base and business portfolio under the new “business holding company structure” from April 2025 and therefore nominate him as a candidate for outside director.
Matters concerning independence
The Company has designated him as an independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Skills
Corporate managerial experience, Global, Finance/Accounting
9. Yusuke Togawa
(November 26, 1963) Male
Attendance at the Board of Directors meetings: 13/13 (100%)
Attendance at the Audit and Supervisory Committee: 11/11 (100%)
Number of shares of the Company held: 2,800shares
Years of service as a Director who also serves as the Audit and Supervisory Committee Member (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 1 year and 0 months
Past experience, positions and responsibilities in the Company
| Apr. | 1986 | Joined the Company |
|---|---|---|
| Oct. | 2012 | Head of Management Office, Emulsification & Fermented Food Division |
| Apr. | 2018 | General Manager of Management Administration Department, FUJI OIL CO.,LTD. |
| Apr. | 2021 | General Manager of Corporate Planning Division, FUJI OIL CO., LTD. |
| June. | 2024 | Director who also serves as the Audit and Supervisory Committee Member of the Company (to present) |
Reason for appointment as a Director who also serves as the Audit and Supervisory Committee Member
Mr. Yusuke Togawa has experienced various business activities in divisions such as human resources, accounting, food material import business, emulsification & fermented food business, and management administration after joining the Company.
In recent years, he has been involved in core duties of business operation as General Manager of Corporate Planning Division of FUJI OIL CO., LTD., a business company of the Group. In addition to the broad experience he has gained in various scenes of business execution, he also has knowledge of laws and regulations related to accounting and business operations.
We expect him to utilize his experience and skills to contribute to auditing due to the above mentioned reasons, and therefore, we appoint him as a Director who also serves as an Audit and Supervisory Committee Member.
Skills
Finance/Accounting, Legal/Compliance, Talent development
10. Hirohiko Ikeda
(June 21, 1960) Male
Outside Independent Director
Attendance at the Board of Directors meetings: 16/16 (100%)
Attendance at the Audit and Supervisory Committee: 13/13 (100%)
Number of shares of the Company held: 0 shares
Years of service as a Corporate Auditor: 3years and 0 months
Years of service as a Director who also serves as the Audit and Supervisory Committee Member (at the conclusion of the 97th Ordinary General Meeting of Shareholders): 3 year and 0 months
Past experience, positions and responsibilities in the Company
| Oct. | 1984 | Passed the National Bar Examination |
|---|---|---|
| Apr. | 1987 | Registered as an attorney; joined Oh-Ebashi LPC & Partners |
| May | 1991 | Graduated from University of Virginia School of Law |
| Sept. | 1991 | Worked at Weil, Gotshal & Manges LLP in New York |
| June | 1992 | Registered as an attorney in New York State |
| Apr. | 1993 | Partner of Oh-Ebashi LPC & Partners (to present) |
| Apr. | 2010 | Visiting Professor, Osaka University Law School (to present) |
| June | 2020 | Outside Corporate Auditor of the Company |
| June | 2022 | Director who also serves as the Audit and Supervisory Committee Member of the Company (to present) |
| June | 2023 | Outside Director (Audit and Supervisory Committee Member) of The Kyoto Shimbun Holdings Co., Ltd. (to present) |
Major concurrent positions
Partner of Oh-Ebashi LPC & Partners
Visiting Professor of Osaka University Law School
Outside Director (Audit and Supervisory Committee Member) of The Kyoto Shimbun Holdings Co., Ltd.
Reason for appointment as a Director who also serves as the Audit and Supervisory Committee Member
Mr. Hirohiko Ikeda is a corporate law specialist with specialized knowledge as an attorney at law. He has many years of experience as an attorney at law, working on corporate legal and M&A projects. He has also worked as an attorney at law in America and has global legal experience through studying litigation and audit systems in the Asia Pacific region. As a university lecturer, he is committed to training young people, and has a wealth of experience and insight. He has served as Corporate Auditor of the Company from 2020 to 2022, and as Director who also serves as an Audit and Supervisory Committee Member of the Company from 2022 to present, providing sound opinions and suggestions that contribute to the improvement of the governance of the Company.
Although he has never been involved in corporate management in any way other than being an outside director, we expect him to be able to properly execute duties as Outside Director in the future due to the above mentioned reasons, and therefore, we appoint him an Outside Director who also serves as an Audit and Supervisory Committee Member.
Matters concerning independence
The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Skills
Global, Legal/Compliance
11. Yasuhiro Tani
(October 11, 1956)Male
Outside Independent Director
Attendance at the Board of Directors meetings: 13/13 (100%)
Attendance at the Audit and Supervisory Committee: 11/11 (100%)
Number of shares of the Company held: ０ shares
Years of service as a Director who also serves as the Audit and Supervisory Committee Member (at the conclusion of the 97th Ordinary General Meeting of Shareholders): １ year and 0 months
Past experience, positions and responsibilities in the Company
| Oct. | 1981 | Joined Asahi & Co. (current KPMG AZSA LLC) |
|---|---|---|
| Apr. | 1985 | Registered as a certified public accountant |
| Apr. | 1986 | Representative of the Tani Certified Public Accountant Office (to present) |
| May | 2003 | Registered as a tax accountant |
| Sept. | 2004 | Visiting Professor, Beijing Central University of Finance and Economics |
| Apr. | 2006 | Professor, Graduate School of Management, GLOBIS University (to present) |
| June | 2020 | Outside Corporate Auditor of Rohto Pharmaceutical Co., Ltd. (to present) |
| Mar. | 2021 | Outside Director of Noritz Corporation (Audit and Supervisory Committee Member) (to present) |
Major concurrent positions
Representative of the Tani Certified Public Accountant Office
Professor, Graduate School of Management, GLOBIS University
Outside Corporate Auditor of Rohto Pharmaceutical Co., Ltd.
Outside Director of Noritz Corporation (Audit and Supervisory Committee Member)
Reason for appointment as a Director who also serves as the Audit and Supervisory Committee Member
Mr. Yasuhiro Tani has expertise as both a certified public accountant and as a tax accountant and possesses a high level of understanding on management on the global scale, having an MBA from the University of Texas in the USA and with experience as Visiting Professor of Beijing Central University of Finance and Economics and Professor at the GLOBIS University Graduate School of Management.
Although he has never been involved in corporate management in any way other than being an outside director, we expect him to be able to properly execute duties as an Outside Director due to the above mentioned reasons, and therefore, we appoint him an Outside Director who also serves as an Audit and Supervisory Committee Member.
Matters concerning independence
The Company has designated him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and has notified the Tokyo Stock Exchange to that effect.
Skills
Global, Sustainability, Finance/Accounting
Status of Audit
The Audit and supervisory committee works to improve the effectiveness and efficiency of audits by exchanging information among the Audit and Supervisory Committee Members and by holding meetings with the Internal Audit Group and the accounting auditors and promoting mutual cooperation through such means as to exchange opinions and share issues.
- (1) Audit and Supervisory Committee
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The Audit and Supervisory Committee consists of three Audit and Supervisory Committee members (including two independent outside directors). We outline Audit and Supervisory Committee Regulations and in principle conduct monthly Audit and Supervisory Committee. The Audit and Supervisory Committee conducts investigations on the status of the business and assets of the Company and the Group as well as audits of the execution of duties by Directors (excluding Audit and Supervisory Committee members) using the internal control system.
The full-time Internal Directors who also serve as Audit and Supervisory Committee Members gather internal information that contributes to audits and share that information with Independent Outside Directors who also serve as Audit and Supervisory Committee Members through Audit and Supervisory Committee. Furthermore, this enables to ensure the effectiveness of organizational audits through close cooperation with the internal audit department. We believe that an objective, neutral, and fair audit system can be maintained by having Independent Outside Directors who are also attorneys or CPAs attend meetings of the Board of Directors and Audit and Supervisory Committee from an independent and objective perspective as members of the Audit and Supervisory Committee and monitor and supervise management. - (2) Accounting Auditor
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Audit corporation: KPMG AZSA LLC.
Continuous audit period: 50years
Selection Policy and Reasons for the Audit corporation
In accordance with Article 8 of Audit and Supervisory Committee Regulations of the company, we collect information on audit corporations and judge the appropriateness of their selection.
Specifically, we consider the number of companies the audit corporation is in charge of, information on the industry, the number of certified public accountants belonging to the corporation, the examination system within the audit corporation regarding accounting audits, and whether or not the corporation has been suspended by the administrative authorities.
It is also our policy to select audit firms after confirming that their audit systems are in accordance with the "Quality Control Standards for Auditing" established by the Japan Institute of Certified Public Accountants. - (3) Internal Audit Division
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Regarding internal audits, the Internal Audit Department, the Company's internal audit division, audits the development and operation of internal control systems, including internal control over financial reporting, for the Company and group companies in accordance with the "Internal Audit Regulations”.
The Internal Audit Department made timely reports to the Board of Directors about results of the internal audits on the Company and group companies and recommendations concerning the adequacy of operations.* Dual reporting lines
A system whereby the Internal Audit Department reports directly to Board of Directors and the Audit Supervisory Committee, in addition to CEO and other managements, as appropriate, in order for the Audit Supervisory Committee and the Internal Audit Group to perform their organizational audit functions.
Initiatives to Strengthen Corporate Governance System
In order to meet the expectations and demands of various stakeholders, including shareholders, investors, customers, and other business partners, as well as society, and to continuously improve corporate value, it is essential to prevent the occurrence of situations that could harm the Company's corporate value, including legal violations, corruption, or scandals, to make sound judgments and execute business operations promptly and decisively, and to monitor business direction and execution in a timely manner. In addition, it is essential to monitor the direction of the business and the status of business execution in a timely manner. In order to establish a framework for this purpose and to ensure that it functions effectively, the Group is continuously improving its corporate governance system.
Evaluation of the Effectiveness of the Board of Directors
The Company’s Board of Directors evaluates the effectiveness of the Board of Directors every year to ensure it is appropriately fulfilling its roles and responsibilities. It feeds back the results to the Board of Directors. The Board of Directors then identifies issues, works to resolve them and carries out verification repeatedly to improve our corporate governance.
We employ a third-party organization to assist in the implementation of the evaluation to ensure objectivity and transparency. We have adopted an evaluation method based on interviews and questionnaires.
Support System and Training Policy for Directors
(including Audit and Supervisory Committee Members)
In the “FUJI OIL CO., LTD. Corporate Governance Guidelines” the Fuji Oil Group have established and operates the following,
Chapter 5 Corporate Governance System
Article 26.
The Company shall maintain necessary and sufficient internal systems for Directors to effectively fulfill their roles and responsibilities.
1. Directors shall be provided with opportunities necessary to fulfill their expected role, such as provision at the time of appointment and on an ongoing basis thereafter of information and knowledge about business activities that are required in order to supervise management.
2. The Company shall construct a system to share sufficient internal information with Outside Directors.
3. Along with encouraging Outside Directors to understand the Company's Management Policy and corporate culture, the Company shall share information about the management environment, etc., on an ongoing basis.
4.The Company shall maintain an environment in which Outside Directors have periodic meetings with Managing and Executive Officers and other Non-Managing and Executive Officers, share information among Executive officers, and exchange opinions with them.
5. The Company shall bear necessary expenses for Outside Directors to fulfill that role.
- Follow-up System for Outside Directors
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The Secretariat to the Board of Directors provides materials in advance to Outside Directors. It set up opportunities for advance explanations from those in charge of execution and others as necessary. Furthermore, it provides information which contributes to the supervision of business execution. For example, it gives monthly reports to the Board of Directors on the agenda items at Management Committee Meetings (execution side). In addition, it also sets up opportunities for direct communication with employees through visits to major business locations.
For new Outside Directors, the Board of Directors Secretariat, in cooperation with related internal functions, provides explanations of the Group's business conditions, organization, major related regulations such as the Rules of the Board of Directors, and the status of Board of Directors operations (Effectiveness evaluation results), and provides necessary support to enable new Outside Directors to promptly and smoothly participate in Board discussions. - Supporting System for Directors and Executive Officers
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We provide support on an ongoing basis to enhance the qualities of Directors and other Executive Officers.
Details of the support we provided in FY2024:
(i) We held discussions to deepen understanding of the current state of our company based on external opinions and to make improvements.
・Feedback from investors on the 2024 Integrated Report (Those applicable: all Directors, including Outside Directors, and Executive Officers)
(ii) We are making various efforts to contribute to society by creating new products based on the technologies we have cultivated over the years, with a focus on plant-based materials.To deepen understanding of “technological innovation,” we held a seminar on cutting-edge technologies for acquiring soybean varieties with new properties.(Those applicable: all Directors, including Outside Directors, and Executive Officers)
Corporate Governance
Group Governance