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 23, 2026)
As of June 23, 2026
| 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 FY2025*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 （Rie Nakagawa） |
6 | 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 2025 to March 2026
*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 Held: 17,800 shares
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 5 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, former FUJI OIL CO., LTD. (absorbed and merged into 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 and President (to present) |
Reason for nomination as a candidate for Director
Mr. Tatsushi Omori has extensive business experience in sales and management spanning four business divisions, including his experience stationed overseas as the head of a local subsidiary. Since 2017, he has served as Executive Officer of Fuji Oil Holdings Inc. and as Representative Director and President of FUJI OIL CO., LTD., the Group's largest operating company. Since April 2025, following the transition to a business holding company structure, he has served as Chief Executive Officer (CEO), advocating a 'problem-solving company' and leading integrated Group management through the dissemination of the Company's philosophy and strategy, while promoting innovation toward establishing new areas of challenge and strengthening cross-Group governance based on functional axes. In addition, leveraging his abundant business acumen and high communication skills, he is accelerating structural reforms and other initiatives. In light of these achievements and experience, we have determined that he can contribute to enhancing the corporate value of the Group, and therefore we have once again selected him as a candidate for Director.
Skills
Corporate management, Technology/Manufacturing, Sustainability/SCM, Legal/Compliance, Human resource development/DE&I
2. Hiroyuki Tanaka
(January 3, 1968) Male
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of Shares Held (including shares scheduled to be delivered under the stock compensation plan): 11,400 shares (1,000 shares)
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 4 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 experience in sales and management in the food division of a major Japanese trading company, and also has a wealth of experience in overseas business. At the Company, he has served as Chief Strategy Officer (CSO) since April 2022, was appointed Director in June of the same year, and has been responsible for promoting global management.
Since April 2025, following the transition to a business holding company, he has served as Chief Operating Officer (COO), promoting the creation of synergies among the four businesses and the sophistication of global management control. He has led the portfolio realignment through the acquisition of shares in a French subsidiary, as well as the transformation of the product portfolio through strengthening the management structure of Blommer Chocolate Company and expanding compound products, while advancing the establishment of a new business holding company structure that thoroughly implements data-driven decision-making. In light of these achievements and experience, we have determined that he can contribute to enhancing the corporate value of the Group, and therefore we have once again selected him as a candidate for Director.
Skills
Corporate management, Sustainability/SCM, Finance/Accounting
3. Sunao Maeda
(November 2, 1967) Male
Number of Shares Held: 4,000 shares
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 2 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 engaged in the finance/accounting and corporate planning fields for many years since joining the Company, and has a wealth of experience including overseas postings such as finance and accounting manager of the Asia regional headquarters in Singapore and General Manager for Europe. He has served as Chief Financial Officer (CFO) since July 2023, and since being appointed Director in June 2024, he has been responsible for promoting global management from the financial side. Since April 2025, following the transition to the business holding company structure, as CFO he has promoted improvements in capital efficiency, and has overseen corporate functions such as human resources and general affairs, legal affairs, and information systems, while strengthening company-wide management capabilities from the perspective of risk management including governance and digital risks. In light of these achievements and experience, we have determined that he can contribute to enhancing the corporate value of the Group, and therefore we have once again selected him as a candidate for Director.
Skills
Corporate management, Finance/Accounting, Legal/Compliance, Human resource development/DE&I, IT/Digital
4. Toshiyuki Umehara
(September 3, 1957) Male
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of Shares Held: 1,100 shares
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 5 years 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) |
| 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 worked for many years as an engineer and business manager at a manufacturer in the electronic materials field that has numerous top-share products in a wide range of product fields such as FPD materials, automobiles, and medical, and also has a wealth of experience as a corporate manager. In addition, he has deep insight into the fields of technology and information, and possesses knowledge that contributes to technology management, which is the Company's strength, as well as to the strengthening of the information domain.
Furthermore, in the Nomination and Compensation Advisory Committee, he has appropriately supervised the selection of officer candidates and the process of determining officer remuneration from an objective and neutral standpoint, and led the operation of the committee as its chair for two terms from fiscal 2023 to fiscal 2024. For the above reasons, the Company's Board of Directors expects that he will continue to appropriately perform his duties as an Outside Director, and has once again selected him as a candidate for Outside Director.
Matters concerning independence
The Company has designated him as an Independent Officer as stipulated by the Tokyo Stock Exchange and has filed notification thereof with the exchange.
Skills
Corporate management, Technology/Manufacturing, IT/Digital
5. Tomoko Tsuji
(August 16, 1956) Female
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of Shares Held: 1,300 shares
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 4 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 obtained a Ph.D. in agriculture and engaged in research on pharmaceutical seeds at universities in the United States and elsewhere. Subsequently, she was engaged in research and product development related to the nutrition and functions of food products at various companies, served as a director at a major domestic health food manufacturer, and then promoted new businesses as an Executive Officer in a major domestic restaurant industry. In addition, she serves as an Outside Director at a major domestic drugstore chain, and has a wealth of experience and a high level of insight. Furthermore, in the Nomination and Compensation Advisory Committee, she has appropriately supervised the selection of officer candidates and the process of determining officer remuneration from an objective and neutral standpoint, and led the operation of the committee as its chair in fiscal 2025. For the above reasons, the Company's Board of Directors expects that she will continue to appropriately perform her duties as an Outside Director, and has once again selected her as a candidate for Outside Director.
Matters concerning independence
The Company has designated her as an Independent Officer as stipulated by the Tokyo Stock Exchange and has filed notification thereof with the exchange.YOSHINOYA HOLDINGS CO., LTD., with which she holds a concurrent position, operates a food business and there is a transactional relationship between the operating companies of the two companies, but the transaction amount is minimal (less than 0.1% of consolidated net sales). The Company's Board of Directors has confirmed that she satisfies the requirements for an Outside Director as stipulated by the Companies Act and the requirements for an Independent Officer as stipulated by the Tokyo Stock Exchange, and that there are no circumstances such as impediments or problems in performing her duties as an Outside Director of the Company.
Skills
Corporate management, Technology/Manufacturing, Sustainability/SCM
6. Rie Nakagawa
(August 10, 1968) Female
Attendance at the Board of Directors meetings: 16/16 (100%)
Number of Shares Held: 1,100 shares
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 3 years 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) |
| June | 2025 | Outside Director of Japan Lifeline Co., Ltd. (to present) |
Major concurrent positions
Director and COO, Grameen Nippon
Outside Director of Duskin Co., Ltd. / Outside Director of Japan Lifeline Co., Ltd.
Reason for nomination as a candidate for Outside Director and outline of expected role
Ms. Rie Nakagawa has held key positions in the FA business, user service platform, and sustainability platform at a machinery and industrial EC company, and has played an extensive role as Representative CEO in the areas of portfolio management, cash management, and sustainability. She currently serves as a Director and COO of a general incorporated association, as well as an Outside Director of a major domestic company, and has a wealth of experience and a high level of insight.
Furthermore, as a member of the Nomination and Compensation Advisory Committee and as an ESG Advisor of the Sustainability Committee, she has contributed to enhancing the Company's corporate value by providing timely and appropriate advice and proposals from an objective and neutral standpoint regarding the selection of officer candidates and the process of determining officer remuneration, as well as the strengthening of the business base that the Company is promoting. For the above reasons, the Company's Board of Directors expects that she will continue to appropriately perform her duties as an Outside Director, and has once again selected her as a candidate for Outside Director.
Matters concerning independence
The Company has designated her as an Independent Officer as stipulated by the Tokyo Stock Exchange and has filed notification thereof with the exchange.
Duskin Co., Ltd., where she concurrently serves as an Outside Director, operates a food business and there is a transactional relationship between the operating companies of the two companies, but the transaction amount is minimal (less than 0.2% of consolidated net sales). This Board of Directors has confirmed that she satisfies the requirements for an Outside Director as stipulated by the Companies Act and the requirements for an Independent Officer as stipulated by the Tokyo Stock Exchange, and that there are no circumstances such as impediments or problems in performing her duties as an Outside Director of the Company.
Skills
Corporate management, Sustainability/SCM, Human resource development/DE&I, IT/Digital
7. Yoshihiro Tachikawa
(Jun. 7, 1971) male
Attendance at Board of Directors Meetings: 16 out of 16 (100%)
Number of Shares Held: 0 shares
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 3 years 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. | 2020 | Director, ITOCHU Food Sales and Marketing Co., Ltd.(to present) |
| Sep. | 2020 | Director, ITOCHU FEED MILLS CO., LTD.(to present) |
| Apr. | 2023 | Chief Operating Officer of Manager, Food Resources Division, ITOCHU Corporation (to present) |
| June. | 2023 | Outside Director of the Company(to present) |
| Apr. | 2025 | Executive Officer of ITOCHU Corporation (to present) |
Major concurrent positions
Executive Officer, Chief Operating Officer of Provisions 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.
Matters concerning independence
ITOCHU Corporation, with which the Company and he hold concurrent positions, has transactional relationships mainly involving raw materials and product sales between that company and its group companies. In addition, ITOCHU Corporation and its subsidiary ITOCHU Food Investment LLC are major shareholders of the Company, together holding 43.8% of the Company's issued shares (after deduction of treasury shares). For the above reasons, there is no plan to file notification of him as an Independent Officer as stipulated by the Tokyo Stock Exchange.
Skills
Corporate management, Sustainability/SCM
8. Tetsuya Sogo
(Dec. 3, 1959) male
Number of Shares Held: 200 shares
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 1 year and 0 months
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 built a long career at a major domestic bearing manufacturer, primarily in the corporate planning and finance divisions, and has global financial management experience including working at a U.S. corporation. He also obtained an Executive MBA from the Kellogg School of Management at Northwestern University, and has served as General Manager of the Americas Region and as Corporate Executive Officer and CFO (Chief Financial Officer), leading the organization's financial strategy in the capacity of both business manager and general financial manager.
Furthermore, as a member of the Nomination and Compensation Advisory Committee, he has participated in the selection of officer candidates and the process of determining officer remuneration from an objective and neutral standpoint, providing timely and appropriate advice and proposals, and contributing to enhancing the Company's corporate value. For the above reasons, the Company's Board of Directors expects that he will continue to appropriately perform his duties as an Outside Director, and has once again selected him as a candidate for Outside Director.
Matters concerning independence
The Company has designated him as an Independent Officer as stipulated by the Tokyo Stock Exchange and has filed notification thereof with the exchange.
Skills
Corporate management, Technology/Manufacturing, Finance/Accounting
9. Yusuke Togawa
(November 26, 1963) Male
Attendance at Board of Directors Meetings: 16 out of 16 (100%)
Attendance at Audit and Supervisory Committee Meetings: 13 out of 13 (100%)
Number of Shares Held: 3,100 shares
Tenure (as of conclusion of 98th Ordinary General Meeting of Shareholders): 2 years 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, former FUJI OIL CO., LTD. (absorbed and merged into the Company in April 2025) |
| 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
After joining the Company, Mr. Yusuke Togawa experienced various business activities in divisions such as human resources, accounting, food material import business, emulsification & fermented business, and management administration, and until June 2024 was engaged in central operations in business management as General Manager of the Corporate Planning Division of the former FUJI OIL CO., LTD. In addition to the broad experience cultivated at various business execution sites, he also possesses knowledge of laws and regulations related to accounting and business operations. For the above reasons, as activities utilizing his experience and skills that contribute to audits can be expected, we have once again selected him as a candidate for Director who serves as an Audit and Supervisory Committee Member.
Skills
Finance/Accounting, Legal/Compliance, Human resource development/DE&I, IT/Digital
10. Yasuhiro Tani
(October 11, 1956)Male
Attendance at Board of Directors Meetings: 16 out of 16 (100%)
Attendance at Audit and Supervisory Committee Meetings: 13 out of 13 (100%)
Number of Shares Held: 0 shares
Tenure as Audit and Supervisory Committee Member (as of conclusion of 98th Ordinary General Meeting of Shareholders): 2 years and 0 months
Past experience, positions and responsibilities in the Company
| Oct. | 1981 | Joined Asahi Accounting Corporation (current KPMG AZSA LLC) |
|---|---|---|
| Apr. | 1985 | Registered as a certified public accountant |
| Apr. | 1986 | Representative, Tani Certified Public Accountant Office (to present) |
| May | 2003 | Registered as a tax accountant |
| Sept. | 2004 | Visiting Professor, Graduate School of 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) |
| Apr. | 2024 | Outside Director of the Company (Audit and Supervisory Committee Member) (to present) |
| July. | 2025 | Lead 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. / Lead 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
In addition to his specialized knowledge as a certified public accountant and tax accountant, Mr. Yasuhiro Tani has a high level of insight into global-level management based on his MBA obtained at the University of Texas in the United States and his experience as a Visiting Professor at the Graduate School of Beijing Central University of Finance and Economics and as a Professor at the Graduate School of Management, GLOBIS University. For the above reasons, although he has never been directly involved in corporate management in any way other than as an outside officer, we have determined that he can continue to appropriately perform his duties as an Outside Director, and have once again selected him as a candidate for Outside Director who serves as an Audit and Supervisory Committee Member. If he is selected, we expect him to provide supervision and advice regarding the execution of duties by Directors from a specialized perspective on finance and accounting.
Matters concerning independence
The Company has designated him as an Independent Officer as stipulated by the Tokyo Stock Exchange and has filed notification thereof with the exchange. If his reappointment is approved, he is expected to continue to be an Independent Officer.
Skills
Sustainability/SCM, Finance/Accounting
11. Toshiaki Yamaguchi
(June 26, 1960)Male
Number of Shares Held: 0 shares
(As he is newly appointed, there is no description of attendance at Board of Directors / Audit and Supervisory Committee meetings or tenure.)
Past experience, positions and responsibilities in the Company
| Oct. | 1987 | Passed the National Bar Examination |
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| Mar. | 1990 | Registered as an attorney; Joined Takeuchi & Inoue Law Office (current Katsumi Inoue Law Office) |
| Apr. | 1995 | Representative Attorney, Toshiaki Yamaguchi Law Office (to present) |
| June. | 2004 | Outside Corporate Auditor of Friendly Co., Ltd. |
| Apr. | 2007 | Lecturer, Doshisha University Law School |
| Apr. | 2008 | Director, Japan Association for Internal Control Research (current Japan Association for Governance Research) (to present) |
| Mar. | 2013 | Outside Director of NISSEN HOLDINGS Co., Ltd. |
| June. | 2013 | Outside Director of DAITO TRUST CONSTRUCTION CO., LTD. |
| Aug. | 2014 | Director, Japan Corporate Governance Network (specified nonprofit corporation) (to present) |
| Dec. | 2014 | Outside Corporate Auditor of Osaka University Venture Capital Co., Ltd. |
| May. | 2017 | Specially Commissioned Member, Outside Director Guideline Project Team, Judicial System Research Committee, Japan Federation of Bar Associations (to present) |
| Apr. | 2018 | Outside Corporate Auditor of Osaka Metro Co., Ltd. |
| Oct. | 2022 | Temporary Member, Business Accounting Council, Financial Services Agency |
| June. | 2023 | Outside Director of Resona Bank, Limited (Audit and Supervisory Committee Member) (to present) |
| Apr. | 2024 | Member, Study Group on the Whistleblower Protection System, Consumer Affairs Agency |
| June. | 2026 | Outside Director of the Company (Audit and Supervisory Committee Member) (to present) |
Major concurrent positions
Representative Attorney, Toshiaki Yamaguchi Law Office / Outside Director of Resona Bank, Limited (Audit and Supervisory Committee Member)
Reason for Nomination as Outside Director Candidate who serves as an Audit and Supervisory Committee Member and Overview of Expected Role
Mr. Toshiaki Yamaguchi has been engaged in corporate legal affairs as an attorney for many years, and has a wealth of practical experience and high expertise particularly in the fields of compliance, governance, crisis management, and the whistleblower protection system. He has also served as an outside director and outside corporate auditor at listed companies in various industries, as well as serving as a member of councils and study groups of central government ministries and agencies and as a member of third-party committees, possessing knowledge and a high level of insight deepened from a wide range of standpoints. For the above reasons, although he has never been directly involved in corporate management in any way other than as an outside officer, we have determined that he can appropriately perform his duties as an Outside Director, and have newly selected him as a candidate for Outside Director who serves as an Audit and Supervisory Committee Member. If he is selected, we expect him to provide supervision and advice regarding the execution of duties by Directors from a specialized perspective on law and governance.
Matters concerning independence
If he is elected and assumes the position of Outside Director who serves as an Audit and Supervisory Committee Member, the Company will file notification of him as an Independent Officer as stipulated by the Tokyo Stock Exchange.
Skills
Sustainability/SCM, Finance/Accounting, Legal/Compliance
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: 51years
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 the Corporate Governance System
In order to meet the expectations and demands of various stakeholders such as shareholders, investors, customers, and other business partners, as well as society, and to continuously improve corporate value, it is essential not only to prevent in advance the occurrence of situations that would damage corporate value, such as legal violations and scandals, and to make sound judgments and carry out business execution promptly and decisively, but also to monitor the direction of the business and the status of business execution in a timely manner. In order to establish such a framework and have it function effectively, the Group continuously works to improve its corporate governance system.
Evaluation of the Effectiveness of the Board of Directors
In order to appropriately fulfill its roles and responsibilities, the Company's Board of Directors evaluates the effectiveness of the Board of Directors every year, feeds the results back to the Board of Directors, and repeatedly identifies issues, works on initiatives toward their resolution, and verifies them, thereby striving to improve the Company's corporate governance.
In conducting the evaluation, in order to ensure objectivity and transparency, the Company engages a third-party organization to support the implementation and adopts an evaluation method based on interviews and questionnaires.
Support System and Training Policy for Directors
(including Directors who also serve as Audit and Supervisory Committee Members)
This is stipulated and operated as follows in the "FUJI OIL CO., LTD. Corporate Governance Guidelines."
Chapter 5 Corporate Governance System
Article 26 The Company shall maintain the necessary and sufficient internal systems for Directors to effectively fulfill their roles and responsibilities.
2. The Company shall provide Directors, at the time of their appointment and on an ongoing basis thereafter, with the opportunities necessary to fulfill their required roles, such as providing information and knowledge about business activities necessary to supervise management.
3. The Company shall establish a system to sufficiently share internal information with Outside Directors.
4. The Company shall encourage Outside Directors to understand the Company's management philosophy and corporate culture, and shall continuously provide information about the management environment and other matters.
5. The Company shall develop an environment to enhance mutual information sharing and exchange of opinions among officers, such as by having Outside Directors hold regular meetings with Managing Executive Officers and other Non-Managing Executive Officers.
6. The Company shall bear the expenses necessary for Outside Directors to fulfill their roles.
- Follow-up System for Outside Directors
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The Board of Directors Secretariat provides materials to Outside Directors in advance and, as necessary, arranges opportunities for prior explanations from executive officers in charge and others. Furthermore, it provides information that contributes to the supervision of business execution, such as by giving monthly reports to the Board of Directors on the matters deliberated at the Management Committee Meetings (execution side). In addition, it also arranges opportunities for direct communication with employees through visits to major business sites. For newly appointed Outside Directors, in cooperation with related internal functions, the Company provides explanations of the Group's business overview, 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 strives to provide the necessary support so that new Outside Directors can promptly and more smoothly participate in the discussions of the Board of Directors.
- Supporting System for Directors and Executive Officers
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We provide support on an ongoing basis in order to enhance the qualities required as members of management, including Directors.
FY2025 Implementation Details:
Utilizing feedback from investors, we held discussions regarding the integrated report. For all officers including Outside Directors, we shared investor feedback on the integrated report, deepened understanding of the Company from an external perspective, and held discussions toward improvement. (Those applicable: all Directors including Outside Directors, and Executive Officers)
Corporate Governance
Group Governance