Pan Pacific International Holdings Corporation

Pan Pacific International Holdings Corporation

Summary of Corporate Governance

Purpose of Establishment of Company with an Audit and Supervisory Committee

The establishment of the Audit and Supervisory Committee and the granting of voting rights to directors, who are audit and supervisory committee members, at the Board of Director's meetings is intended to strengthen the audit and supervisory functions of the Board of Directors, enhance corporate governance and improve corporate value.

Merits of Transitioning to Company with an Audit and Supervisory Committee

  • Separate duties for execution of operations from those for supervision by adding several outside directors who do not execute operations of their own
  • Strengthen the audit and supervisory functions of the Board of Directors by granting directors, who are audit and supervisory committee members, the right to vote at Board of Director's meetings
  • Promote prompt decision-making through the delegation of some key decisions on execution of operations to directors in charge of business execution

Merits of Transitioning to Company with Audit and Supervisory Committee Image

Details of the Organization

Organization name Details of the organization Organization members
Board of Directors The highest decision-making body within the Company with regard to the execution of operations is the Board of Directors, which is chaired by the representative president and meets at least once a month to discuss and determine important issues concerning business activities. The Board of Directors comprises ten members, seven of which are directors (excluding those that are Audit and Supervisory Committee members), of which one is the outside director, and three are directors that are Audit and Supervisory Committee members, of which three are outside directors.
The Audit and Supervisory Committee is comprised of three outside directors and audits the execution of duties carried out by directors. The Audit and Supervisory Committee will work with the independent auditor to facilitate the execution of audits when necessary. In addition, management has designated all four outside directors as independent directors, who contribute broad-based knowledge from an objective position free from any conflicts of interest with general shareholders. Such input is applied to issues important from a corporate administration perspective, such as the formulation of companywide business strategies, and management, therefore, believes that the current Board of Directors structure is conducive to suitable decision-making processes. In addition, each of the outside directors, Jumpei Nishitani and Masaharu Kamo, have considerable knowledge of finance and accounting through his research and education in economics and business administration at universities and other institutions, and through his many years of corporate management experience at consulting firms and business companies, respectively.
Naoki Yoshida (Chair)
Kazuhiro Matsumoto
Hideki Moriya
Yuji Ishii
Hitomi Ninomiya
Takao Yasuda
Isao Kubo
(Independent Outside Director)
Yasunori Yoshimura
(Independent Outside Director)
Jumpei Nishitani
(Independent Outside Director)
Masaharu Kamo
(Independent Outside Director)
Audit and Supervisory Committee The Audit and Supervisory Committee is comprised of three outside directors and audits the execution of duties carried out by directors. The Audit and Supervisory Committee will work with the independent auditor to facilitate the execution of audits when necessary. Yasunori Yoshimura
(Chair, Independent Outside Director)
Junpei Nishitani
(Independent Outside Director)
Masaharu Kamo
(Independent Outside Director)
Nomination and Compensation Committee The Nomination and Compensation Committee is established as a voluntary advisory body to the Board of Directors, with a majority of its members being outside directors, in order to strengthen fairness, objectivity, and transparency in the evaluation and decision-making process regarding nomination and compensation of directors and to further enhance the corporate governance system.
The role of the Nomination and Compensation Committee is to act as an advisory body to the Board of Directors, and is responsible for matters related to the election and dismissal of directors, the selection and dismissal of representative directors, matters related to the compensation of directors.
Junpei Nishitani
(Chair, Independent Outside Director)
Yasunori Yoshimura
(Independent Outside Director)
Naoki Yoshida
Compliance Committee The Compliance Committee is responsible for planning fraud prevention, planning inspections and investigations, verifying the results of inspections and investigations, and sharing and verifying cases of fraud at other companies.
The committee is chaired by the executive officer in charge of legal affairs and compliance and consists of Hideki Moriya, director and managing executive officer, Isao Kubo, director, and a total of 6 members, including executive officers and the heads of related divisions.
Hideki Moriya
Isao Kubo
(Independent Outside Director)
Internal Audit Department The Internal Audit Department, under the direct authority of the Board of Directors, is independent of divisions that execute operations. This department provides a point of contact, as necessary, between the independent auditor and Audit and Supervisory Committee members and undertakes audits, based on an auditing plan, to ascertain the legality and appropriateness of the activities of divisions and subsidiaries. In addition, the department applies an internal control perspective to its monitoring of key business practices in all divisions, at stores, and subsidiaries. There are five employees in the Internal Audit Department. -

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As of November 1, 2023

Board and committee meetings in FY2022

Committee name Number of meetings held Attendance rate
Board of Directors 13 95.7%
Audit and Supervisory Committee 14 95.7%
Nomination and Compensation Committee 7* 100%
Compliance Committee 6 100%

*Number of deliberations held by the Nomination and Compensation Committee in the process of determining the compensation, etc. of each individual director for FY2023.

Corporate Governance Structure

Corporate Governance Structure Image

As of October 10, 2023