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Board of Directors

Composition of the Board of Directors

J. Front Retailing's Board of Directors is composed of an appropriate number of no more than eleven members as set forth in the Article of Incorporation. As of May 23, 2024, ten Directors sit on the Board (of which six are independent Outside Directors, including two women) for a term of one year. From the standpoint of separating supervision and execution and ensuring the effectiveness of the Board of Directors’ discussions, its composition is as follows: A majority of the total members are independent Outside Directors who are not susceptible to conflicts of interest involving the Company’s shareholders.
The Board met fifteen times in fiscal 2023 with 98.8% attendance.

Roles and Responsibilities of the Board of Directors

Directors, who were appointed by the shareholders and were entrusted with management of the Company, carry out the roles and responsibilities in the Board of Directors as listed below. They do so in accordance with their fiduciary responsibility and accountability to shareholders, and with the aim of realizing the ideals of Group Vision. Accordingly, these roles and responsibilities include: ・ Indicating the overall direction that Group management is to take, by engaging in constructive discussions with respect to the Group Vision, the Sustainability Policy, the Group Medium-term Business Plan, the Group Management Policy for the fiscal year and other fundamental management policies, and carrying out multifaceted and objective deliberations that include evaluation of risks with respect to the aforementioned; ・ Making decisions appropriately in terms of overall policy and plans pertaining to the Group management on the basis of the direction noted above and overseeing progress and results of the plans; ・ Developing an environment conducive to encouraging offense-oriented management geared to achieving discontinuous growth; ・ Taking steps to build and develop an internal control system for the Group overall, and otherwise overseeing the operational status of such system; ・ Overseeing conflicts of interest between related parties ; and ・ On the basis of summary reports furnished by the Nomination Committee, overseeing the progress of succession planning for President and Representative Executive Officers, personnel assignment plans pertaining to managerial talent and Executive Officer training, in consultation with the Nomination Committee.

Skill Matrix ＜Skill Held by and Expected of Directors＞

In selecting candidates for the Board of Directors, the Company shall select individuals with the experience and knowledge necessary to appropriately oversee the promotion of sustainability management in order to allow the Board of Directors to effectively fulfill its roles and responsibilities.
In selecting candidates for Outside Director, the Company is conscious if Board diversity, selecting people who have experience as managers not only in the retailing industry, which forms the core of the Company's business, but in manufacturing and other non-retail industries, as well as people who have expertise in law and other fields, marketing perspectives, and extensive experience related to finance and accounting.
With regard to candidates for non-executive Inside Director, the Company seeks individuals with wide-ranging practical experience within the Group and knowledge in fields such as auditing. As for candidates for executive Director, the Company has selected a person responsible for the Financial Department whose high level of knowledge will facilitate the execution of the strategic financial policies demanded by our shareholders and investors, as well as by the President and Representative Executive Officer of the Company.

Corporate Governance