Introduction of directors and executive officers
Board of Directors
(As of May 28, 2025)
| Name | In charge | Important concurrent positions |
|---|---|---|
| Motoya Okada | Chairman of the Board; Nomination Committee Member; Compensation Committee Member |
Director and Advisor of AEON Mall Co., Ltd. Director and Advisor of AEON Retail Co., Ltd. Director and Advisor of United Super Markets Holdings Inc. Director of WELCIA HOLDINGS CO., LTD.. Outside Director of KUSURI NO AOKI HOLDINGS CO., LTD. |
| Akio Yoshida | Director of CAN DO Co., Ltd. | |
| Yuki Habu | ||
| Mitsuko Tsuchiya | Outside Director of YAMAYA CORPORATION |
Outside Directors
(As of May 28, 2025)
| Name | In charge | Important concurrent positions |
|---|---|---|
| Takashi Tsukamoto | Director; Chairman of the Nomination Committee; Chairman of the Compensation Committee; Audit Committee Member |
Deputy President of Mizuho Corporate Bank, Ltd. (now Mizuho Bank, Ltd.) Senior Advisor of Mizuho Financial Group, Inc. Outside Director of Internet Initiative Japan Inc. Outside Director of Furukawa Electric Co., Ltd. |
| Peter Child | Director; Nomination Committee Member; Compensation Committee Member |
|
| Carrie Yu | Director; Audit Committee Member |
Senior Advisor of PwC Hong Kong |
| Makoto Hayashi | Director; Chairman of the Audit Committee |
Special Counsel of Mori Hamada & Matsumoto Outside Corporate Auditor of Mitsui & Co. Outside Corporate Auditor of Central Japan Railway Co. Outside Director of SBI Shinsei Bank, Limited |
| Richard Collasse | Director; Audit Committee Member |
Executive Officers
(As of May 28, 2025)
| Name | Status | In charge |
|---|---|---|
| Motoya Okada | Director, Chairman and Representative Executive Officer | |
| Akio Yoshida | Director, President and Representative Executive Officer | |
| Yuki Habu | Executive Vice President and Executive Officer | China Business |
| Mitsuko Tsuchiya | Executive Vice President and Executive Officer | Merchandising and Logistics |
| Jerry Black | Executive Vice President and Executive Officer | Digital |
| Hiroyuki Watanabe | Executive Vice President and Executive Officer | Human Resources and AEON Living Zone Promotion, Supervisor of Risk Management |
| Takemi Ide | Executive Officers | SM Business |
| Yasuyuki Furusawa | Executive Officers | General Merchandising Store (GMS) Business |
| Manabu Oike | Executive Officers | Discount Store Business |
| Motoyuki Shikata | Executive Officers | Business Structure Transform |
| Tsukasa Ojima | Executive Officers | Business Development and Branding |
| Hiroaki Egawa | Executive Officers | Finance and Business Management |
| Naoya Okada | Executive Officers | Malaysia Business |
| Daisuke Tezuka | Executive Officers | Vietnam Business |
| Toshiya Goto | Executive Officers | President of AEON (CHINA) CO., LTD. |
| Takuya Ota | Executive Officers | Customer Growth & Development |
Items Related to Outside Directors
Significant concurrent positions held at other organizations and the relationships between these organizations and the Company
- Although Takashi Tsukamoto successively held the posts of Executive Officer, Executive Managing Director, and President & CEO at Mizuho Bank, Ltd. from 2002 to 2013, more than ten years have passed since he retired from the said bank in 2013, and currently he is not involved in the business execution of Mizuho Bank, Ltd. Also, Mizuho Bank, Ltd. is one of the primary lenders to the Company, but it is not a business connection that has a significant effect on the Company’s decision-making. The balance of borrowings of the Company from Mizuho Bank, Ltd. as of the end of the most recent business year is less than 2% of the consolidated total assets.
- Peter Child has served as a Senior Partner at multiple branch offices of McKinsey & Co., and the Company has transactions with the said company. The monies paid to McKinsey & Co. represent less than 0.1% of the Company’s total consolidated SG&A expenses.
- Carrie Yu serves as a Senior Advisor of PricewaterhouseCoopers (PwC) Hong Kong. The Company has transactions with multiple member firms of PwC, and the monies paid to PwC represent less than 0.1% of the Company’s total consolidated SG&A expenses. Carrie Yu’s legal name is “Carrie Ip.”
- The Company has transactions with Mori Hamada & Matsumoto of which Makoto Hayashi is the Special Counsel. The monies paid to Mori Hamada & Matsumoto represent less than 0.1% of the Company’s total consolidated SG&A expenses
Attendance at Board/Committee meetings (attendances/meetings)
| Name | Board of Directors | Audit Committee | Nomination Committee | Compensation Committee |
|---|---|---|---|---|
| Takashi Tsukamoto | 7／7 | 8／8 | 3／3 | 3／3 |
| Peter Child |
7／7 | – | 3／3 | 3／3 |
| Carrie Yu | 7／7 | 8／8 | – | – |
| Makoto Hayashi | 7／7 | 8／8 | – | – |
| Richard Collasse |
7／7 | 5／5 | – | – |
Summary of Agreements Limiting Liability
To ensure an ability to attract persons capable of contributing as outside directors, the Company has entered into agreements which limit the liability of each outside director. For damages as set forth in Article 423, paragraph 1 of the Companies Act, these agreements state that, when outside directors carry out their duties in good faith and with no serious negligence, their liability to compensate the Company is limited to 15,000,000 yen or to an amount stipulated by laws and regulations, whichever is higher; and that they are exempt from an outside director’s obligation to compensate the Company for any amounts that exceed these limits.
Summary of Directors and Officers Liability Insurance Contract
- Scope of insureds
・Directors and executive officer of the Company, and directors, Audit & Supervisory Board Members, executive officers, etc., of certain domestic subsidiaries
- Summary of the insurance contract
・The Company has entered into a directors and officers liability insurance contract (“D&O insurance policy”) with an insurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. In addition to the Company-borne costs for compensation for securities related damages, litigation costs, costs for internal investigation when incidents of inappropriate conduct arise, the D&O insurance policy covers, costs for compensation for damages and litigation costs incurred by the insured persons arising from claims for compensation of damages arising from actions (including negligence) carried out pursuant to the company position of the relevant director or officer. However, the D&O insurance policy has an established excess amount, whereby damages within that excess are not covered by the policy. Insurance premiums are paid in full by the Company.
Policies on Personal Remuneration for Directors and Executive Officers
The basic policy of the remuneration system and the details of remuneration for officers of the Company shall be determined by the Compensation Committee where outside directors hold the majority and one serves as chairman for the purpose of high transparency and objectivity.
- Remuneration policy・Based on the basic philosophy, as a corporate group that is constantly innovating, the Company’s directors and executive officers will take on challenges without fear of risk and contribute to the sustainable growth of the Group.
・The Company’s directors and executive officers receive remuneration based on their roles as directors and executive officers and degree of achievement of the management target.
[Remuneration structure basic policy]- The remuneration structure shall be highly fair and easy to understand so that it will be understood and endorsed by customers, employees, and shareholders, and shall be decided using transparent with ensuring fairness, appropriate criteria.
- The structure shall link remuneration with the medium- to long-term management strategy and performance of the Group which will create strong incentives toward the execution of the management strategy.
- Remuneration shall be at a level that leads to security and maintenance of the human resources responsible for the Group’s management.
- The remuneration structure and levels shall be revised appropriately as needed based on economic and social conditions and the Group’s management environment and performance.
- Remuneration to directors
- Basic remuneration shall be paid to directors.
- Remuneration to directors shall not be paid for directors who concurrently perform executive duties.
- Remuneration to executive officers
- Basic remuneration
It shall be determined based on individual evaluation within the standard amount set for each position. - Performance-based remuneration
The percentage weight of the performance-based remuneration of executive officers to the total monetary remuneration (basic remuneration + performance-based remuneration) shall be to the extent from 30% to 50%. - Share compensation-type stock options
Share compensation-type stock options shall be granted in the form of subscription rights to shares for the purpose of enhancing morale and motivation to continuously improve performance and increase corporate value. The number of subscription rights to shares granted shall be determined based on the standard number of stock acquisition rights by position. - Composition of performance-based remuneration
Performance-based remuneration and share compensation-type stock options shall consist of company-wide performance-based remuneration and individual performance-based remuneration. For the Chairman and the President, remuneration will be determined solely based on corporate performance and the progress of the Medium-term Management Plan.
- Corporate performance-based remuneration
It shall be determined against the standard amount and number of shares to be allotted for each position with a coefficient based on the rate of achievement of consolidated performance comprehensively. - Personal performance-based remuneration
The remuneration will be determined based on a coefficient applied to an individual evaluation of the achievement of management targets related to the Medium-term Management Plan, in addition to the standard amount and number of shares allotted for each position.
- Corporate performance-based remuneration
- Indicators and results related to performance-linked compensation
The main indicators for the payment of performance-based remuneration and stock-based compensation stock options are consolidated operating revenue, which represents the growth of the entire business, and the achievement level of consolidated ordinary profit, which represents overall profitability. The payment rate of performance-linked remuneration is set to 100% of the base amount upon achievement of the goal set at the beginning of the term, and varies between 0% and 200% based on the performance of the relevant fiscal year and individual evaluation.
The results for the fiscal year under review were discussed and determined by the Compensation Committee based on consolidated operating revenues of 10,134.8 billion yen and consolidated ordinary profit of 224.2 billion yen.
- Basic remuneration
Details of Compensation Committee Activities during the Process of Determining the Amounts of Remuneration, etc. for Directors and Executive Officers
As the Company is a company with a nomination committee and other committees, the content of individual remuneration, etc. for directors and executive officers is deliberated and determined based on the basic policy and calculation method for the remuneration system determined by the Compensation Committee, in which the chairperson is an outside director and outside directors form a majority of committee members. The procedure and content of this deliberation and determination is deemed to have been in accordance with the determination policy.
From the standpoint of ensuring objectivity and transparency, the Compensation Committee reports the remuneration determined for directors and executive officers to the Board of Directors.
The activities of the Compensation Committee in determining the amount of remuneration determined for directors and executive officers for FY2023 are as follows,
| April 10, 2024 | Deliberation on and resolution of payment amount of performance-based remuneration for executive officers for FY2023 Deliberation on and resolution of the issuance of share compensation-type stock options for FY2023 Deliberation on and resolution of prescribed amounts of personal basic remuneration and performance-based remuneration for executive officers for FY2024 Deliberation on and resolution of Group director and executive officer remuneration guidelines |
|---|---|
| May 29, 2024 | Discussion and resolution of basic compensation for outside directors for fiscal 2024 Discussion and resolution on the number of stock options to be granted as stock-based compensation in fiscal year 2024 |
| February 13, 2025 | Discussed Executive Officer Remuneration for FY2025 |
| April 11, 2025 | Discussion and resolution of performance-based compensation for Executive Officers for fiscal year 2024 Discussion and resolution on issuance of stock options for stock-based compensation in fiscal year 2024 Deliberation and resolution of basic compensation and performance-based compensation amounts for individual Executive Officers for fiscal year 2025 |
Amounts of Remuneration for Directors and Executive Officers
- Total amount of remunerations, etc. for each classification officer of the company, total amount of remunerations, etc. by type, and number of officers
Classification Total amount of remuneration
(Millions of yen)Basic remuneration
(Millions of yen)Share compensation-type stock options
(Millions of yen)
Performance-based remuneration
(Millions of yen)
Number of officers
Directors
(Excluding Outside Directors)
– – – – – Executive Officers 907 526 167 212 19 Outside Directors 91 91 – – 5 - Total amount of consolidated remuneration, etc. for each officer of the CompanyThe table above only includes individuals whose total consolidated remuneration exceeds 100 million yen.
Name
(Classification)Total amount of remuneration
(Millions of yen)
Company Basic remuneration
(Millions of yen)Share compensation-type stock options
(Millions of yen)
Performance-based remuneration
(Millions of yen)Motoya Okada
(Executive Officer)101 Submitting company 55 18 27 Akio Yoshida
(Executive Officer)120 Submitting company 61 23 35