Overview of the Company’s Corporate Governance Structure
Corporate Governance Structure Chart
① Board of Directors
The Board of Directors consists of Directors (excluding Directors who are Audit and Supervisory Committee Members) and Directors who are Audit and Supervisory Committee Members.More than half of the Board are Outside Directors, and the majority of them are Independent Outside Directors. The Board holds regular monthly meetings, extraordinary meetings as necessary, and written resolutions. The Board reviews the management status of the Company and its operating subsidiaries and makes decisions on important matters concerning the Group based on appropriate discussions.
② Audit and Supervisory Committee
The Audit and Supervisory Committee consists of Directors who are Audit and Supervisory Committee Members (including one full-time member). A majority of the Committee are Outside Directors, and More than half of those are Independent Outside Directors. The Committee holds regular monthly meetings and extraordinary meetings as necessary. To enhance audit effectiveness, internal meeting information is provided by the full-time Audit and Supervisory Committee Member, and information is exchanged, with deliberations conducted on audit matters.
③ Nomination Advisory Committee and Remuneration Advisory Committee
The Nomination Advisory Committee consists of all Independent Outside Directors and the President. It meets as necessary to deliberate and decide on matters related to the nomination and dismissal of Directors and Executive Officers to be submitted to the Board. The Remuneration Advisory Committee, also composed of all Independent Outside Directors and the President, determines individual remuneration for Directors and Executive Officers as delegated by the Board. It also examines related policies and systems and reports findings to the Board as appropriate.
④ Management Meeting
The Management Meeting consists of internal Directors, the full-time Audit and Supervisory Committee Member, and Executive Officers. In principle It is held once a week. The meeting deliberates and decides on important matters related to the operation of the Company and its operating subsidiaries.
⑤ Group Operations Reporting Committee
The Group Operations Reporting Committee consists of internal Directors, Executive Officers, Department Managers of the Company and BOOKOFF CORPORATION LIMITED, and Presidents of subsidiaries. It is held in principle once a month.
The meeting shares updates on business execution in each department and subsidiary, as well as decisions made at the Management Meeting.
⑥ Sustainability Strategy Committee
The Sustainability Strategy Committee, chaired by the President, meets at least once every six months. Committee members discuss various risks and opportunities, such as climate change, how to deal with them and the necessary strategies. Monitoring progress of the action plans of all BOOKOFF business units is another role of the committee.
⑦ Compliance and Risk Management Committee
The Compliance Management Committee chaired by the responsible executive, monitors the status of compliance with laws, the Articles of Incorporation, and internal regulations within the Group, identifies issues, and proposes improvements. The Risk Management Committee, chaired by the responsible executive, identifies risks within the Group and deliberates and proposes countermeasures, thereby strengthening the risk management framework.
⑧ Internal Audit Department
The Internal Audit Department perform audits throughout each year in accordance with an internal audit plan that complies with internal audit rules and was approved by the Board of Directors. Audits confirm and evaluate the suitability and effectiveness of business operations and the associated internal controls.
Composition of the Board of Directors and Advisory Committees
Composition of governance bodies as of August 29, 2026
| Name | Responsibilities at the Company | Board of Directors | Audit & Supervisory | Management Meeting | Nomination Advisory Committee | Compensation Review Committee | Sustainability Strategy Committee | ComplianceManagement Committee | Risk Management Committee |
|---|---|---|---|---|---|---|---|---|---|
| Yasutaka Horiuchi | President and CEO | ◎ | ◎ | ◎ | ◎ | ◎ | |||
| Yoshiko Kawaguchi | Directors | ○ | ○ | ○ | ◎ | ○ | |||
| Yasuhiko Mizuno | Directors | ○ | ○ | ○ | ○ | ◎ | |||
| Masaaki Takano* | Outside Directors* | ○ | ○ | ○ | ○ | ||||
| Kayo Murakami* | Outside Directors* | ○ | ○ | ○ | |||||
| Hideaki Tamura | Director (Full-time Audit & Supervisory Committee Member) | ○ | ◎ | ○ | ○ | ○ | ○ | ||
| Satsuki Miyahara* | Outside Directors (Audit & Supervisory Committee Members) | ○ | ○ | ○ | ○ | ○ | |||
| Yasuhiro Tsujii | Outside Directors (Audit & Supervisory Committee Members) | ○ | ○ | ||||||
| Hiroyuki Ueda | Executive Officers | ○ | |||||||
| Takashi Hasegawa | Executive Officers | ○ | ○ | ○ | |||||
| Mitsuhiro Sato | Executive Officers | ○ | ○ | ||||||
| Toru Inoue | Executive Officers | ○ | ○ | ||||||
| Kaichiro Akatsu | Executive Officers | ○ | ○ |
(Note) ○ indicates a member ◎ indicates Chairperson or Committee Chair ※ indicates Independent Outside Director
Policy and Procedures for Nomination of Director Candidates by the Board
The nomination of candidates for Directors is considered by the Nomination Advisory Committee, which consists of the President and Independent Outside Directors, and is determined by the Board of Directors.
Candidates for Directors are selected by the Nomination Advisory Committee, following interviews and other procedures, based on whether they are expected to contribute to the Company’s sustainable growth and the enhancement of corporate value. The selected candidates are then reported to the Audit and Supervisory Committee and determined by the Board of Directors.
Candidates for Directors who are Audit and Supervisory Committee Members are selected based on whether they are capable of contributing to the Company’s sound management and the maintenance and enhancement of its social credibility, and whether they are capable of conducting audits from a neutral and objective standpoint. Such candidates are determined by the Board of Directors after obtaining the consent of the Audit and Supervisory Committee.
Independence Criteria of Outside Directors
BOOKOFF GROUP HOLDINGS LIMITED (hereinafter “the Company”) shall deem any Outside Director lacking independence if he or she falls under any of the following items:
１．As of the present day or within the past one year, any Outside Director is/was an executive director, executive officer, other similar officer or employee (hereinafter “Executive Person”) of “a present business partner customer with whom the Company and its subsidiaries (hereinafter “the Group”) cannot promptly discontinue transactions” or “a present business partnercustomer who cannot promptly discontinue transactions with the Group.”
２．As of the present day or within the past one year, any Outside Director is/was a professional belonging to an organization that is the Group’s “present fee recipient of fees with whom the Group cannot promptly terminate the contractual relationshipcontract” or the Group’s “present fee recipient of fees who cannot promptly terminate the contractual relationshipcontract with the Group.”
３．Within the past 10 years, any Outside Director is/was an Executive Person or non-executive director of the present parent company of the Company.
４．Within the past 10 years, any Outside Director is/was an Audit & Supervisory Board member of the present parent company of the Company.
５．Within the past 10 years, any Outside Director is/was an Executive Person of the present fellow subsidiary of the Company.
６．As of the present day or within the past one year, any Outside Director receives/received from the Group cash or other properties at the amount of \2.4 million or more per year other than remuneration as an Outside Director.
７．A spouse or a relative within the second degree of kinshipa person within the second degree of affinity of any Outside Director is/was a person who falls/fell under any of the above items 1 to 6.
８．Within the past one year, a spouse or a relative within the second degree of kinshipa person within the second degree of affinity of any Outside Director was an Executive Person or a non-executive director of the Company.
９．As of the present day or within the past one year, a spouse or a relative within the second degree of kinshipa person within the second degree of affinity of any Outside Director is/was an Executive Person or a non-executive director of the Company’s subsidiaries.
10．Any Outside Director holds 10% or more of the voting rights of the Company (or is an Executive Person of a legal entity that holds 10% or more of the voting rights of the Company).
11．Any Outside Director is an Executive Person of a legal entity for whom an Executive Person of the Group is an Outside Director.
12．Any Outside Director receives from the Group donations that he or she cannot promptly discontinue receiving (or is an Executive Person of an organization that receives from the Group donations that it cannot promptly discontinue receiving).
13．As of the present day or within past one year, any Outside Director is/was an Executive Person of a present “other associated companies” or the “parent company or subsidiaries of the other associated companies” of the Company.
14．An aggregate term of office as Outside Director of the Company exceeds 10 years.
Reason for Appointing the Outside Director
| Name | Independent Directors | Reason for Appointing the Outside Director |
|---|---|---|
| Masaaki Takano | ○ | Director Masaaki Takano has management experience at a major department store, insight into affluent customers and retail trends, and knowledge of marketing and store operations from the customer’s perspective, as well as the management of retail operations and human resource development. Drawing on this experience and expertise, Director Takano provides advice on services for affluent customers, the operation of large-scale stores, organizational development, and the development of executives, as well as advice on raising and maintaining awareness of compliance in retail operations, thereby appropriately fulfilling his role in ensuring the validity and appropriateness of decision-making. |
| Kayo Murakami | ○ | Director Kayo Murakami has extensive practical experience over many years in digital, IT, online businesses, marketing and related fields, both inside and outside companies, as well as management insight gained through service as an Outside Director of various listed companies. Drawing on this experience and insight, Director Murakami provides objective and highly effective supervision of management overall and various advice and recommendations in the areas of digital and IT strategy and marketing, thereby appropriately fulfilling her role in ensuring the validity and appropriateness of decision-making. |
| Satsuki Miyahara | ○ | Director Satsuki Miyahara has many years of extensive and global practical experience as a certified public accountant, as well as specialized knowledge of corporate accounting. Drawing on this experience and expertise, Director Miyahara provides supervision and various advice and recommendations to ensure the appropriateness of the operations and organization of the corporate group as a whole, thereby fulfilling an appropriate role. |
| Yasuhiro Tsujii | Director Yasuhiro Tsujii has experience as an officer of a listed company group, as well as many years of practical experience and specialized knowledge regarding fixtures and interior and exterior construction for bookstores and other stores. Drawing on this experience and expertise, Director Tsujii provides supervision and various advice and recommendations on compliance, risk management, safety management and other matters, thereby fulfilling an appropriate role. |
Support System for Outside Directors
In order for outside directors to effectively and accurately supervise and monitor management from an independent standpoint, we provide necessary materials and explanations as needed. Furthermore, full-time directors who are members of the audit and supervisory committee attend important internal meetings to gather sufficient information from various departments and share this with outside directors on the audit and supervisory committee as appropriate.
Evaluation of the Effectiveness of the Board of Directors
Our company has developed a system for conducting an analysis and evaluation of the effectiveness of the Board of Directors, based on the results of a questionnaire survey of each director (including self- assessment), and analyze and evaluate the results at the Board of Directors meetings.
