Mitsui Fudosan appoints its outside directors with the expectation that they will contribute their extensive experience and broad knowledge to the Company's management, and that they will play an appropriate role in strengthening the audit function of the Board of Directors and ensuring transparency. The Company also appoints its outside auditors with the expectation that they will bring an objective stance to auditing the directors in the performance of their duties, based on their expert knowledge and extensive experience. Note that, in line with Tokyo Stock Exchange requirements for judging the independence of independent officers, the Company uses the following standards for judging said independence: whether there is a risk of conflicts of interest with any of the Company's general shareholders; whether any special interests exist with the Company; and whether in working to enhance the soundness and transparency of the Company's management, the individual is capable of making objective, fair and impartial judgments.
| Name | Reasons for the Appointment | Fiscal 2024 Attendance at Board of Directors Meetings and Board of Corporate Auditors Meetings |
|---|---|---|
| Tsunehiro Nakayama | Tsunehiro Nakayama has amassed a wealth of experience and broad insight having served for many years in top management positions. During meetings of the Board of Directors, he has provided many recommendations and findings regarding finance, risk management and other matters from an objective and specialist viewpoint. He has contributed greatly to invigorating discussions of the Board of Directors and improving its effectiveness. In addition, as a member of the Nomination Advisory Committee and Compensation Advisory Committee, he has participated in discussions from an objective standpoint, contributing to ensuring transparency in the selection process for directors and corporate auditors and in the decision process for compensation of directors. As the Company’s outside director, he has played an appropriate role aimed at reinforcing the supervision functions of the Board of Directors and ensuring transparency. He is expected to make further contributions going forward, and because there is no possibility of conflicts of interest with general shareholders, he has been appointed as an outside director and independent officer. | 13/13 |
| Eriko Kawai | Eriko Kawai has served for many years overseas where she amassed a wealth of experience and broad insight as a management consultant while working for international organizations and universities. During meetings of the Board of Directors, she has provided recommendations and findings regarding the diversity, ESGs, sustainability, and other matters from an objective and professional viewpoint. She has contributed greatly to invigorating discussions by the Board of Directors and improving its effectiveness. In addition, as a member of the Nomination Advisory Committee and Compensation Advisory Committee, she has participated in discussions from an objective standpoint, contributing to ensuring transparency in the selection process for directors and corporate auditors and in the decision process for compensation of directors. As the Company’s outside director, she has played an appropriate role aimed at reinforcing the supervision functions of the Board of Directors and ensuring transparency. She is expected to make further contributions going forward, and because there is no possibility of conflicts of interest with general shareholders, she has been appointed as an outside director and independent officer. |
13/13 |
| Mami Indo | Mami Indo has served as an analyst/consultant in a securities company and a think tank, and has amassed a wealth of experience and broad insight. During meetings of the Board of Directors, she has provided recommendations and findings regarding internal controls, risk management, finance, and other matters from an objective and professional viewpoint. She has contributed greatly to invigorating discussions by the Board of Directors and improving its effectiveness. In addition, as a member of the Nomination Advisory Committee and Compensation Advisory Committee, she has participated in discussions from an objective standpoint, contributing to ensuring transparency in the selection process for directors and corporate auditors and in the decision process for compensation of directors. As the Company’s outside director, she has played an appropriate role aimed at reinforcing the supervision functions of the Board of Directors and ensuring transparency. She is expected to make further contributions going forward, and because there is no possibility of conflicts of interest with general shareholders, she has been appointed as an outside director and independent officer. |
13/13 |
| Takashi Hibino | Takashi Hibino has has amassed a wealth of experience and broad insight having served for many years in top management positions. During meetings of the Board of Directors, he has provided many recommendations and findings regarding finance, risk management and other matters from an objective and specialist viewpoint. He has contributed greatly to invigorating discussions of the Board of Directors and improving its effectiveness. In addition, as a member of the Nomination Advisory Committee and Compensation Advisory Committee, he has participated in discussions from an objective standpoint, contributing to ensuring transparency in the selection process for directors and corporate auditors and in the decision process for compensation of directors. As the Company’s outside director, he has played an appropriate role aimed at reinforcing the supervision functions of the Board of Directors and ensuring transparency. He is expected to make further contributions going forward, and because there is no possibility of conflicts of interest with general shareholders, he has been appointed as an outside director and independent officer. |
10/10 |
| Yo Honma | As a seasoned executive in the information and communications field with extensive experience and broad expertise in IT and digital technology, Yo Honma has been actively contributing to the industry. The expection is that he will provide valuable insights to strengthen the supervisory functions of the Board of Directors and enhance transparency. Additionally, as there is no risk of a conflict of interest with general shareholders, he has been appointed as an outside director and independent officer. He will also serve on the Nomination Advisory Committee and Compensation Advisory Committee to increase transparency in the selection process for directors and corporate auditors and in the decision process for compensation of directors. |
Newly appointed |
| Minoru Nakazato | Minoru Nakazato is currently fulfilling appropriate roles as an outside auditor, sufficiently realizing his function of monitoring the execution of duties by the directors . Going forward, Minoru Nakazato is expected to make further contributions, and because there is no possibility of conflicts of interest with general shareholders, he has been appointed an outside auditor and independent officer. |
Board of Directors Meetings 13/13 Board of Corporate Auditors Meetings 12/12 |
| Mayo Mita | Mayo Mita is currently fulfilling appropriate roles as an outside auditor, sufficiently realizing her function of monitoring the execution of duties by the directors . Going forward, Mayo Mita is expected to make further contributions, and because there is no possibility of conflicts of interest with general shareholders, she has been appointed an outside auditor and independent officer. | Board of Directors Meetings 13/13 Board of Corporate Auditors Meetings 12/12 |
| Michiko Chiba | Michiko Chiba is currently fulfilling appropriate roles as an outside auditor, sufficiently realizing her function of monitoring the execution of duties by the directors . Going forward, Michiko Chiba is expected to make further contributions, and because there is no possibility of conflicts of interest with general shareholders, she has been appointed an outside auditor and independent officer. | Board of Directors Meetings 10/10 Board of Corporate Auditors Meetings 10/10 |
Based on the research of compensation levels conducted by third parties, the Company sets compensation levels for each position that are competitive and comparable to those of domestic companies of the same size in revenue. The compensation structure is as follows.
（Note1） In principle, the ratio of the number of RS stocks and the number of RSU units to be provided shall be 75%: 25%.
（Note2） One (1) unit of RSU shall be converted to one (1) common share.
（Note3） There shall be no limit to the number of RSU units, but the total number of RS stocks and RSU units combined shall be no more than 900,000 shares per year.
（Note1） Ratio when the amount of performance-based compensation's payment is based on the base amount and the stock price is equivalent to the average stock price for the most recent year at the time of the introduction of the Plan (may fluctuate depending on the business performance and the Company's stock price)
（Note2） From the perspective of ensuring independence from management, compensation for the Outside Director and Corporate Auditor consists solely of fixed basic compensation that is not affected by business performance.
![[Compensation structure, ratio of number of shares and units, and calculation formula for number of shares and units]](/english/corporate/governance/images/img_outsidedirector_07.jpg)
| Amount by Type of Compensation (Millions of Yen) | |||||
| Executive Officer Category | Total Amount of Compensation (Millions of Yen) | Basic Compensation | Bonus | Restricted stock compensation | Number of Officers Eligible (Persons) | Managing directors (excluding outside directors) | 1,891 | 641 | 655 | 594 | 10 |
|---|---|---|---|---|---|
| Corporate auditors (excluding outside auditors) | 106 | 106 | - | - | 3 |
| Outside officers | 171 | 171 | - | - | 9 |
(Note) The number of persons and the amount of compensation above include 2 directors and 2 corporate auditors who retired at the conclusion of the 112th Ordinary General Shareholders’ Meeting held on June 27, 2024.
| Amount of Compensation by Type
(Millions of Yen) |
||||||
| Name | Executive Officer Category | Company | Basic Compen sation | Bonus | Restricted stock compen sation | Total Compen sation (Millions of Yen) |
|---|---|---|---|---|---|---|
| Masanobu Komoda | Representative Chairman of the Board | Mitsui Fudosan Co., Ltd. | 144 | 155 | 178 | 478 |
| Takashi Ueda | Representative President and Chief Executive Officer | Mitsui Fudosan Co., Ltd. | 144 | 189 | 196 | 530 |
| Takashi Yamamoto | Representative Director | Mitsui Fudosan Co., Ltd. | 79 | 74 | 50 | 204 |
| Shingo Suzuki | Director | Mitsui Fudosan Co., Ltd. | 59 | 56 | 37 | 154 |
| Makoto Tokuda | Director | Mitsui Fudosan Co., Ltd. | 58 | 56 | 37 | 153 |
| Hisashi Osawa | Director | Mitsui Fudosan Co., Ltd. | 49 | 40 | 29 | 120 |
| Yutaka Saito | Director | Mitsui Fudosan Co., Ltd. | 37 | 40 | 24 | 102 |
| Nobuhiko Mochimaru | Director | Mitsui Fudosan Co., Ltd. | 37 | 40 | 24 | 102 |
Notes: 1. Executive Officer Category is for fiscal year 2024.
Corporate Governance Report
Corporate Governance Report(768KB)
