Board of Directors
Composition of the Board of Directors
The J. Front Retailing Board of Directors is composed of no more than fifteen appropriate members as set forth in the Article of Incorporation. As of May 28, 2020, thirteen directors sit on the Board (of which six are independent outside directors, including one woman) for term of one year. With the goal of separating supervisory and executive functions and to maximize the effectiveness of BoD discussions, independent outside directors make up at least one-third of the Board and the ratio of independent outside directors and non-executive directors from inside the company has to be at least half. The Chairperson is an inside non-executive director, in order to ensure separation of supervisory and executive functions and smooth operation of the Board of Directors.
The Board met fifteen times in fiscal 2019 with 100% attendance by all directors.
Roles and responsibilities of the Board of Directors
Directors who are elected by shareholders and are entrusted with the management of the Company are to carry out the following roles and responsibilities in the Board of Directors in accordance with their fiduciary responsibility and accountability to shareholders with the aim of realizing the Group Vision: (i) Indicating the overall direction that the Group management is to take by engaging in constructive discussions with respect to the Group Vision, the Group Medium-term Business Plan, the Group Management Policy and other fundamental management policies and carrying out multifaceted and objective deliberations that include evaluation of risks with respect to the aforementioned; (ii) Making appropriate decisions in terms of overall policy and plans pertaining to the Group management on the basis of the direction noted above and overseeing the progress and results of the plans; (iii) Improving the environment to drive aggressive management toward discontinuous growth; (iv) Taking steps to build and develop internal control systems of the Group overall and otherwise overseeing the operational status of such systems; (v) Overseeing conflicts of interest between related parties; and (vi) On the basis of summary reports furnished by the Nomination Committee, overseeing the progress of senior management team succession planning, personnel assignment plans pertaining to managerial talent and management team training, as delegated to the Nomination Committee.