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 26, 2022, 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 2021 with 100% attendance.
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 Sustainability Policy, the Group Medium-term Business Plan, the Group Annual Management Policy and other fundamental management policies, and carrying out multifaceted and objective deliberations that include the evaluation of risks with respect to the aforementioned; (ii) Appropriately making 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) Developing an environment conducive to encouraging offense-oriented management geared to achieving 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) Overseeing the progress of succession planning relating to the President and Representative Executive Officer, personnel assignment plans pertaining to managerial talent and Executive Officer training, on the basis of summary reports furnished by the Nomination Committee.
Skill Matrix ＜Skill Held by and Expected of Directors＞
In selecting candidates for the Board of Directors, the Board of Directors shall consist of personnel with experience and knowledge necessary to appropriately oversee the promotion of sustainability management (execution of business strategies aimed at resolving the seven materiality issues) in order to allow the Board of Directors to effectively fulfill its roles and responsibilities. In selecting candidates for Outside Director, the Company selects persons from the point of view of Board diversity who have experience as managers not only in the retailing industry that forms the core of the Company’s business but in manufacturing and other non-retail industries, and who have expertise in legal and other fields, a marketing perspective, and extensive experience related to finance and accounting. With regard to candidates for non-executive Inside Director, wide-ranging practical experience within the Group and knowledge in fields such as auditing are sought by the Company. As for candidates for Director who concurrently serves as Executive Officer, the Company has selected a person responsible for the financial division 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.