Corporate Governance
Corporate Governance
Our basic approach to corporate governance
Our company's basic policy is to ensure prompt and appropriate decision-making and business execution that does not harm the interests of our shareholders and other stakeholders, and to establish an efficient management system that enables long-term stable growth. We are committed to enhancing and strengthening our corporate governance.
Furthermore, in order to ensure lawful management including that of group companies under consolidated management, we will establish an internal control system based on the management of various risks in business operations, and faithfully fulfill our social responsibility as a company.
Organizational Chart
board of directors
The Board of Directors meets, in principle, once a month to deliberate on proposals submitted in accordance with internal regulations, to decide on matters stipulated by law and the Articles of Incorporation, as well as other important matters, and to supervise the execution of business operations.
The board of directors consists of eight members, and the President and CEO serves as the chairman.
Outside directors oversee the executive directors and the overall executive structure of the company, and provide opinions on the overall governance system of the company.
Board of Auditors
The Board of Corporate Auditors meets regularly to discuss and resolve matters concerning audit policies, audit plans, audit methods, and other matters related to the performance of duties by the corporate auditors, based on their high level of expertise and diverse perspectives derived from their respective experiences.
The Board of Corporate Auditors consists of four corporate auditors, and the chairperson is a full-time corporate auditor.
Nomination and Compensation Committee
The Nominating and Compensation Committee meets at least three times a year as an advisory body to the Board of Directors. It deliberates on matters related to the appointment and dismissal of directors, compensation, succession planning (including training), and other important matters referred to it by the Board of Directors.
The Nomination and Compensation Committee consists of five members of the Board of Directors, and the President and CEO serves as its chairman.
Management meeting
Management meetings are held as needed to conduct preliminary deliberations on proposals to be submitted to the Board of Directors, and to discuss other important management matters such as management policies, long-term strategies, and sustainability policies.
The management meeting is composed of the same members as the board of directors, and the chairman is the chairman of the board of directors.
Executive Board
The Executive Board meets, in principle, once a month to deliberate and make decisions on certain matters concerning the business operations of the company and its subsidiaries.
The Executive Board consists of 24 executive officers and full-time auditors, with the President and CEO serving as chairman.
Basic policy on internal control systems
Under our management philosophy, we aim to achieve continuous growth and fulfill our social responsibilities as a comprehensive logistics company. To achieve this objective, we have established a basic policy regarding our internal control system, and we are building and operating the system and framework, as well as conducting regular reviews and improvements.
Operational status of the risk management system
Our group has established "Risk Management Regulations" to identify various risks arising from the daily performance of duties and to prevent problems from occurring as much as possible. In accordance with these regulations, we also hold regular meetings of the Compliance and Risk Management Committee to understand risks within our group and to plan and implement countermeasures (12 meetings were held in fiscal year 2024).
Status of efforts to ensure the effectiveness and efficiency of job performance
The Board of Directors for fiscal year 2024 consisted of eight directors (including three outside directors), and four auditors (including three outside auditors) also attended, with 17 meetings held. Active discussions took place on each agenda item, and we believe that the effectiveness of decision-making and oversight is ensured.
Furthermore, our company has implemented an executive officer system, and in fiscal year 2024, we held 12 executive officer meetings attended by all executive officers to make agile decisions regarding business operations.
Systems and operational status for ensuring the proper conduct of business within our group
Important management matters within our group are discussed or reported to by our Board of Directors and other internal management meetings in accordance with our "Regulations for the Management of Affiliated Companies (Domestic and Overseas)." In addition, our Internal Audit Department conducts audits of major subsidiaries in accordance with the audit plan to ensure the proper conduct of business within our group.
Status of efforts to ensure the effectiveness of auditors' audits
Our corporate auditors attend board meetings and other important meetings, and hold regular meetings with the representative director to ensure opportunities for exchanging opinions on management. They also receive key reports and materials from relevant internal departments, including reports on internal audit results from the internal audit department, and obtain reports and materials from group companies as needed. We receive regular reports on audit results from the external auditors and hear from them as needed regarding the audit status, thereby ensuring the effectiveness of the corporate auditors' audits.
Policy-held shares
Policy regarding the holding of strategically held shares
Our company will only acquire and hold strategically held shares if it is deemed that it will contribute to increasing corporate value in the medium to long term by maintaining and strengthening business relationships or by generating business synergies.
Regarding whether or not to continue holding a particular stock, we review the trading status and dividends for each individual stock each year, examine the benefits of holding it, and then make a comprehensive decision at the Board of Directors meeting.
In our "Medium-Term Management Plan 2030," we have announced our intention to reduce our strategically held shares by 30% by the end of the fiscal year ending March 2030 (compared to our market capitalization at the end of the fiscal year ending March 2025).
Policy on exercising voting rights for strategically held shares
We will make a comprehensive decision on whether to approve or disapprove, taking into account whether it will contribute to strengthening the corporate governance of the company in question and enhancing shareholder value, as well as whether it will have any impact on our group.
Executive Training
Our company provides opportunities for newly appointed outside directors to deepen their knowledge and understanding of operations by conducting facility tours and business briefings as needed. Both internal and external directors are encouraged to attend external seminars three times a year in person to improve their knowledge of their respective responsibilities.
Thanks to this support system, deliberations and opinions are fully and actively expressed within the Board of Directors and the Board of Corporate Auditors.
Executive compensation
Basic policy on executive compensation
① With the aim of improving corporate value in a sustainable and medium- to long-term manner, it must encourage the performance of duties in line with the management philosophy and management strategy, and strongly motivate the achievement of specific management objectives.
② The compensation of directors responsible for the execution of business must be set appropriately in proportion to stock-based compensation linked to medium- to long-term corporate value, in order to ensure shared interests with shareholders.
③ The executive compensation system must be commensurate with the significant responsibilities of an executive of our company.
Executive compensation structure
| kinds | format | Benefits | Reason for selection | Directors | Outside Director | Auditor |
|---|---|---|---|---|---|---|
| Monthly base salary | Fixed | Money | Compensation for each director based on their position and responsibilities (base amount × number of positions) | ● | ● | ● |
| fluctuation | Money | Compensation based on previous year's performance (base amount × performance coefficient × achievement coefficient)
|
● | - | - | |
| Medium- and long-term compensation | fluctuation | stock | Compensation aimed at promoting medium- to long-term corporate value enhancement (restricted stock compensation/RS)
*The performance requirement for fiscal year 2024 is that the actual operating profit figures disclosed in the financial results report must be at least 100% of the year-end operating profit for fiscal year 2023. |
● | - | - |
Compensation levels and composition ratios in executive compensation
The level of compensation for directors is determined based on their position and responsibilities (roles), taking into account the company's performance level, social conditions, and compensation levels of other companies. The compensation structure for directors, excluding outside directors, consists of a monthly base salary (cash compensation) and medium- to long-term compensation (stock compensation).
Regarding the compensation of outside directors and auditors, in light of their role in supervising or auditing the management of the entire group from an objective standpoint independent of the execution of duties, their compensation consists solely of a fixed monthly base salary (cash compensation).
Regarding the composition of executive compensation, with a focus on improving corporate value in the medium to long term, we have set it up as follows: fixed salary (cash compensation) 60%, variable compensation (cash/performance-based compensation) 35%, and medium- to long-term compensation (stock compensation) 5%.
Total amount of executive compensation, etc. (FY2024)
| Executive Officer Classification | Total amount of compensation, etc. (million yen) | Total amount by type of compensation (million yen) | Number of executives (persons) | ||
|---|---|---|---|---|---|
| fixed salary | Variable pay | Medium- and long-term compensation | |||
| Basic remuneration | Performance-based compensation | Non-monetary rewards | |||
| Directors (including outside directors) | 317 （27） |
199 （27） |
108 （－） |
9 （－） |
10 （3） |
| Corporate auditors (including outside directors) | 30 （18） |
30 （18） |
－ | － | 6 （4） |
| total | 347 （45） |
229 （45） |
108 （－） |
9 （－） |
16 （7） |
- The listed amounts have been rounded down to the nearest million yen.
- The above figures include the two directors (including zero outside directors) and two auditors (including one outside auditor) who retired at the conclusion of the 85th Ordinary General Meeting of Shareholders held on June 27, 2024.
- The amount of monetary compensation for directors was resolved at the 81st Ordinary General Meeting of Shareholders held on June 26, 2020, to be within 600 million yen per year (of which outside directors will receive within 50 million yen per year) (excluding the salaries of directors who also serve as employees). As of the conclusion of the said Ordinary General Meeting of Shareholders, there were 10 directors (including 2 outside directors).
In addition, separate from the aforementioned monetary compensation, at the 80th Ordinary General Meeting of Shareholders held on June 27, 2019, it was resolved that the maximum amount of stock compensation (restricted stock compensation) for directors (excluding outside directors) would be 30 million yen per year, and the total number of shares to be issued would be 12,000 shares per year. As of the conclusion of the said Ordinary General Meeting of Shareholders, there were 7 directors (excluding outside directors).
The amount of monetary compensation for corporate auditors was resolved to be within 60 million yen per year at the 81st Ordinary General Meeting of Shareholders held on June 26, 2020. As of the conclusion of the said Ordinary General Meeting of Shareholders, there were four corporate auditors. - Our performance-based compensation is calculated by multiplying the base salary, which is determined considering the position and responsibilities of directors (excluding outside directors) and the compensation levels of other companies, by a coefficient corresponding to the performance indicators of the previous fiscal year. The performance indicators that form the basis for calculating the coefficients are selected and determined in advance to serve as incentives that strongly motivate the achievement of specific management goals, with the aim of improving corporate value sustainably and in the medium to long term. For the current fiscal year, the performance indicators used for compensation are consolidated operating revenue and consolidated operating profit. The results for the previous consolidated fiscal year were consolidated operating revenue of 266,785 million yen and consolidated operating profit of 30,592 million yen.
- As a form of non-monetary compensation (stock-based compensation), our company provides directors (excluding outside directors) with restricted stock compensation (pre-disbursement type).
The transfer restriction period will be a period predetermined by the Board of Directors, ranging from three to thirty years from the date of issuance. Furthermore, if the company fails to achieve the performance conditions, such as consolidated operating profit, predetermined by the Board of Directors, the Company will automatically acquire all or part of the issued shares without compensation.
Skill Matrix
Our company defines the expertise that directors and auditors should possess, in light of the roles they are expected to play.
As of March 31, 2025
| full name | position | attribute | Individual skills | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Corporate Management | Industry-related knowledge | Finance and Accounting | Legal and Risk Management | global | Human Resources and Organizational Development | DX | ||||||
| Directors | Yoshihiro Fukai | President and Representative Director | ● | ● | ● | ● | ||||||
| Norihito Tahara | Representative Director | ● | ● | ● | ● | ● | ||||||
| Koichi Hiramatsu | Directors | ● | ● | ● | ||||||||
| Yukihiro Nagata | Directors | ● | ● | ● | ● | |||||||
| Kazuhisa Shiino | Directors | ● | ● | ● | ||||||||
| Osamu Hosaka | Directors | Outside the company | independence | ● | ● | ● | ||||||
| Harumi Matsumura | Directors | Outside the company | independence | woman | ● | ● | ● | |||||
| Kazuyo Yuzuki | Directors | Outside the company | independence | woman | ● | ● | ● | |||||
| Auditor | Toshihiro Horiuchi | Full-time auditor | ● | ● | ● | |||||||
| Ai Kuroda | Auditor | Outside the company | independence | woman | ● | |||||||
| Tomokazu Hideshima | Auditor | Outside the company | independence | ● | ||||||||
| Seiko Sasaki | Auditor | Outside the company | independence | woman | ● | ● | ||||||
Reasons for skill selection
| skill | Reason for selection | |
|---|---|---|
| common | ESG and Sustainability | These skills are necessary to integrate the resolution of social issues into our business strategy in order to realize a sustainable society. |
| Individual | Corporate Management | This skill is essential for flexibly responding to changes in the business environment and for formulating challenging management strategies aimed at realizing the company's philosophy and vision. |
| Industry-related knowledge | Given the nature of our business, which originates from ports, expertise in the logistics industry, including port transportation, is essential for monitoring strategic planning by the Board of Directors. | |
| Finance and Accounting | This skill is essential for achieving accurate financial reporting and for formulating appropriate financial and capital strategies in line with business strategies. | |
| Legal and Risk Management | Accurately understanding diverse business risks and implementing effective countermeasures is essential for strengthening a company's resilience. | |
| global | In order to formulate and implement our overseas business strategy, which is a crucial factor in achieving our company's growth, overseas management experience and a deep understanding of different cultures are indispensable. | |
| Human Resources and Organizational Development | These skills are essential for building organizations that support management and for developing and establishing a human resource management foundation that embraces diversity and aligns with growth strategies. | |
| DX | In order to achieve operational efficiency improvements and expanded value propositions through DX, a considerable level of knowledge in the field of DX and digital technology is essential for properly monitoring the progress of these initiatives. |
Evaluation of the effectiveness of the board of directors
To verify the effectiveness of our board of directors, we conduct an annual survey on the composition and operation of our board.
The following is an overview of the effectiveness evaluation and its results for fiscal year 2024.
Evaluation methods
- Implementation method
Questionnaire format (name required)
- Target audience
Eight directors (three of whom are outside directors) and four auditors (three of whom are outside directors), totaling 12 people.
- Question content
- Composition and operation of the board of directors (7 questions)
- Management strategy and business strategy (9 questions)
- Corporate ethics and risk management (6 questions)
- Performance monitoring and management evaluation/compensation (5 questions)
- Dialogue with shareholders, etc. (3 questions) Total of 30 questions
- Answer method
5-point rating
Please write your comments and requests for each major category.
- remarks
We received advice from a third party (external consultant) in selecting the questions for the survey.
Evaluation results
Regarding the evaluation results for fiscal year 2024, we received generally positive evaluations for each question, and improvements were also seen in the areas pointed out in the previous year, including "strengthening dialogue with stakeholders and expanding disclosure." Therefore, we evaluated our Board of Directors as functioning effectively.
On the other hand, the following opinions and suggestions were made to further enhance its effectiveness.
- We must recognize cybersecurity vulnerabilities and strengthen our response to them.
- We expect to deepen discussions regarding the implementation of business portfolio management during the "Medium-Term Management Plan 2030" period.
- Regarding dialogue with stakeholders, the results of discussions with investors are being appropriately fed back, but there is a lack of feedback regarding dialogues with employees and the local community.
Based on these considerations, we will take appropriate measures to further improve the effectiveness of the Board of Directors.
Conducting an internal audit
Our internal audits are handled by the Internal Audit Department, an independent organization that reports directly to the President and CEO and does not perform any other duties.
We prepare an audit plan annually and conduct audits of our head office and all branches to ensure that the internal control systems necessary to guarantee legal compliance and proper business operations are functioning effectively, covering accounting (ensuring the reliability of financial reporting), asset management, and other aspects of our business.
After the audit is completed, an audit report is promptly prepared and submitted to the management. Regarding the findings of the audit, we follow up on the implementation of corrective measures.
Communication with shareholders and investors
At our company, we strive to provide timely information to our shareholders and investors, including posting financial statements and securities reports on our website.
In addition, we hold earnings briefings (twice a year) and individual meetings as needed for institutional investors and analysts to help them understand our management situation and business strategy.
Our annual general meeting of shareholders is held in late June every year. To allow as many shareholders as possible to attend and consider the agenda, we send out notices of the meeting well in advance, and we also have an online voting system in place.
(Related information)