Contents

Corporate GovernanceIntroduction
CEO’s Message
How We Create Value

Basic views on corporate governanceInvisible Assets

Shareholders Meeting

Decision-making
on a proposal
for theappointment
and/or removalof independent
auditors

Board of Directors, Directors
Appointment

ReportDecision-making on director
candidates
Recommendation on corporate
executive officer candidates

Nominating Committee

Decision-making Appointment
on compensation

ReportAppointment

Compensation Committee
Decision-making oncompensation

Supervise

ExecutionsystemReport

Audit
ReportOverall Corporate Governance Structure

Audit Committee
Collaboration
Audit

ReportCorporate Executive Officers
Representative Corporate Executive Officer,
President and CEO

Committee supporting rational
decision-making by Corporate
Executive Officers

Appointment
Oversee

Advisory bodies concerninginvestment, loan, equity investment,
and other important matters *3

ReportInformation Disclosure Basedon TCFD Recommendations

ReportReportAppointment

Appointment

Adopting a “Company with a Nominating Committee, etc.”
system, Tokyo Gas has the Nominating Committee, Audit
Committee and Compensation Committee, where themajority of the members are outside Directors. The
Nominating Committee determines Director candidates andrecommends Corporate Executive Officer candidates; theAudit Committee audits execution of duties by Directors andCorporate Executive Officers; and the Compensation
Committee determines remuneration for Directors andCorporate Executive Officers.
The Board of Directors determines management policies,
oversees execution of duties by Corporate Executive Officers,delegates decision-making concerning important matters forbusiness execution to Corporate Executive Officers, and asksthem to report the status of the execution, when needed.
Corporate Executive Officers are required to contributeto appropriate, prompt decision-making and to ensure
efficient business operations by taking up in a committee(generally meeting weekly) that supports the Corporate
Executive Officers, reasonable decision-making matters tobe submitted to the Board of Directors and other importantmanagerial matters. Executive Officers are assigned toresponsibility for ensuring prompt business operations by
Corporate Executive Officers. Tokyo Gas has thus adopted
and established a governance structure that ensures highlegality, soundness, and transparency.

Appointment

Collaboration

Financial
audit

ReportExecutive
Officers

Superintend

Internal Audit
Department

Collaboration

Corporate GovernanceIndependent auditor (Auditing corporation)

Decision-making on a
proposal forthe appointment of directors

Ensuring the legality, soundness, and transparency of the
management based on our Management Philosophy, we
strive to clarify responsibilities of management andexecution, enhance supervisory and auditing functions,and promote accurate and prompt decision-making aswell as efficient execution of business operations, inorder to enhance corporate governance systems.

Compass2030

Tokyo Gas Co., Ltd.

Corporate Governance
Officer Remuneration System
Internal Control System
Compliance
Risk Management System
List of Executives
Messages from Outside Directors

Business Overview
Financial Data

Audit

Departments
ManageReportSubsidiaries

Corporate Governance System (As of June 29, 2022)
Number of Directors
Number of Outside Directors (Thosebeing independent officers1)

9
6 (6)

Average age of Directors

65

Term of office of Directors

1 yearParticipation of Outside Directors inselecting director candidates

Yes

Participation of Outside Directors indetermination of remuneration

Yes

Investment Evaluation Committee

Number of Corporate Executive
Officers* 2

4

Number of Executive Officers

23

Performance-linked remuneration(Short-term incentive
remuneration)

Yes

Non-monetary remuneration(Medium- to long-term incentive
remuneration)Yes*1: All six Outside Directors have been notified to the listing stock exchange as independent officers who

satisfy the Company’s “judgment criteria for the independence of Outside Directors.”*2: Includes a Corporate Executive Officer who concurrently serves as Director (Representative Corporate
Executive Officer and President).

An advisory body included in* 3

The Investment Evaluation
Committee chaired by the Executive
Officer in charge of financial affairs
evaluates matters that require
the evaluation of the significance,
economy and risks related toinvestment, conducts postinvestment follow-up, and reports
to Corporate Executive Officers andothers concerned.

Web Site

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)
Financial Results
Presentation Materials
Financial Results Bulletin
Corporate Governance
ReportTokyo Gas Group Integrated Report 2022

45

Sustainability ReportContents

Transition to a Company with aNominating Committee, etc.

Beforetransition

Structure of a Company with an Audit &Supervisory Board
Shareholders Meeting

Audit &
Supervisory Board

Board of Directors
Determine and supervise
business execution

Outside Audit &Supervisory Board
Members

Outside Directors
Business execution
Audit

Representative
Directors

Standing Audit &Supervisory Board
Members

Directors

Structure of a Company with aNominating Committee, etc.
Shareholders Meeting

Appointment/dismissal of Directors

Board of Directors
Nominating
Committee*

Audit
Committee*

Compensation
Committee*

Determination of
proposal for election of
Directors, etc.

Audit of execution ofduties by Directors andCorporate Executive
Officers, etc.

Determination of
remuneration for
Directors and Corporate
Executive Officers, etc.

* Majority of members of each committee are Outside Directors
Appointment/dismissal of Corporate
Executive Officer
Business
execution

History of Tokyo Gas in enhancing corporate
governance
2002

Adopted an executive officer system and reduced thenumber of directors
Started appointment of outside directors

2005

Established an advisory committee (to establish ad hoc
committees concerning nomination and compensation,and to improve transparency

2016

Established the Basic Policy on Corporate GovernanceStarted the evaluation of effectiveness of the Board of
Directors

Appointment/dismissal of
Audit & Supervisory Board
Members

Appointment/dismissal of
Directors

Aftertransition

For over 130 years, since its foundation in 1885, theCompany has engaged in city gas business, primarily in
the Tokyo area. However, the world is entering an era ofdramatic changes to the energy field; therefore, based on‘Compass 2030,’ our plan for 2030 and beyond, we must
accelerate our efforts to expand our business domains

Supervise business execution

Representative Corporate
Executive Officers

2017

Revised the the Regulations of the Board of Directors(Orientation toward a monitoring model)

2021

Made a transition to a Company with a Nominating
Committee, etc. (Established Nominating,Compensation, and Audit Committees with a majority
being outside directors)

Composition of the Board of Directors
To enable Directors to more effectively carry out theirsupervisory functions as a Company with a Nominating
Committee, etc., our Director who is also an Executive
Officer is the Representative Corporate Executive Officer
and President only. The executive and supervisory
functions are clearly separated, ensuring that management
is earnest and attentive.
Based on this foundation, roughly two-thirds (2/3) of
the Board of Directors consists of Outside Directors tomake diverse and objective supervision a central elementof Board of Directors operations.
8 non-executive directors

Corporate Executive
Officer

Outside 6

Introduction

and transform our business structure from now on.
We believe that driving management reforms will beessential to these tremendous transformation, the largest
since the Company was established. For this reason, in
June 2021 we made a transition to a Company with aNominating Committee, etc.

CEO’s Message
How We Create Value
Compass2030
Invisible Assets
Information Disclosure Basedon TCFD Recommendations

Increase in the Ratio of Outside Directors

Corporate GovernanceCorporate Governance2017

Officer Remuneration System

2022

Internal Control System
Compliance
Risk Management System

27%

67%

List of Executives
Messages from Outside Directors

Business Overview
Financial Data

Note
June 2018 3/8 = 38%
June 2019 4/9 = 44%

June 2020 4/9 = 44%
June 2021 6/9 = 67%

Role of the Board of Directors
The Board of Directors meets once a month in principle,
conducts important decision-making of the Company’s
management, such as management policy and plans, andoversees execution of business operations pursuant to theprovisions of the relevant legislation, the Articles ofIncorporation, and the Regulations of the Board of Directors.
The composition and role of the Nominating,
Audit and Compensation Committee

P.48
Web Site

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)

Representative
Corporate Executive
Officer and President
is the only director
who concurrently
serves as corporate
executive officer.

Financial Results
Presentation Materials
Financial Results Bulletin
Corporate Governance
ReportInternal 3
Tokyo Gas Group Integrated Report 2022

46

Sustainability ReportContents
Introduction

Skills and Roles Demanded of Directors

CEO’s Message

The following have been designated as skills
that all Directors are to possess: ‘The knowledge
needed to manage the Company at a deeper level,’‘The mentality needed to lead the Company’stransformation,’ and ‘The questioning abilities
needed to identify the issues faced by the Company.’

Outside Directors must possess the supervisory
skills necessary for achieving ‘Compass 2030,’ theGroup’s management vision, and supplementaryskills that complement the knowledge andexperience of the Company’s Inside Directors andExecutive Officers.

How We Create ValueAll Internal Directors other than the Representative
Corporate Executive Officer and President are
non-executive Directors. Their role is to provide
proposals and information in an appropriate
and timely manner in order to maintain theeffectiveness of the Board of Directors.

Compass2030
Invisible Assets
Information Disclosure Basedon TCFD Recommendations

Corporate GovernanceCorporate Governance
Officer Remuneration System
Internal Control System

Outside Director Skill Matrix

Compliance
Risk Management System

Skills (up to four) held by Outside Directors are as follows:

SAITO
Hitoshi
TAKAMI
Kazunori
EDAHIRO

1

2

3

EnergySustainability

Digital/Technology

45Marketing/Group
Projectmanagement/
development Governance

6
Globalbusiness

7

8

M&A/
CommuniBusinesscations
restructuring

910

Finance/
Risk
Accounting management

ONO
Hiromichi
SEKIGUCHI
HiroyukiMessages from Outside Directors

1 Energy
2 Sustainability

Supervise the responsible transition to a Net-Zerosociety based on medium- and long-term energy andenvironmental trends in Japan and overseas.

3 Digital/
Technology

Supervise the provision of solutions leveraging digitaltechnologies in order to transition to a Net-Zerosociety and establish a value co-creation ecosystem.

Business Overview
Financial Data

Supervise the migration from the city gas business
4 Marketing/Project focused exclusively on the Tokyo area to one thatinvolves multiple businesses and decentralized
development
management by transforming the LNG value chain.

5 Groupmanagement/
GovernanceSupervise the management and operation of
personnel and organizations and administration thatmanages multiple businesses and balances autonomy
and overall optimization.

6 Global businessSupervise transformation of the Company’s businessstructure as a global, total energy company,
development and implementation of strategies,
and enhancement of the Company’s discernment
capabilities and risk management.

7 M&A/Businessrestructuring

Supervise efforts to integrate and concentratebusinesses, from a multitude of angles, with the aimof achieving noncontinuous, speedy growth, both inJapan and overseas.

8 Communication

Supervise timely, high-impact communications basedon close public hearing activities with stakeholders.

9 Finance/
Accounting
10 Risk Management

In conducting the above business field expansion
and M&A activities, supervise financial discipline andinvestment strategies based on risk balances thatdiffer from those in the past, while at the same timesupervising internal controls and risk management.

Junko

INDO Mami

List of Executives

Details about Each Skill

Reason for appointment of eachdirector (outside and internal)

Web Site

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)
Financial Results
Presentation Materials

P.55-56

Financial Results Bulletin
Corporate Governance
ReportTokyo Gas Group Integrated Report 2022

47

Sustainability ReportContents

Activities of the Board of Directors
The Board of Directors discusses business portfolios andother management strategies, makes important decisions*1
on management policies, and is dedicated in supervising (ormonitoring*2) the execution of Corporate Executive Officer.
After the transition to a Company with a Nominating
Committee, etc., most of the matters that can bedelegated to Corporate Executive Officer under the
relevant legislation and the Articles of Incorporation are
delegated to the Representative Corporate Executive
Officer and President in order to speed up execution, andthe status of the execution is reported to the Board of
Directors as necessary.
Clear separation of execution and supervisory
functions and creation of two management entities—the
execution entity and the Board of Directors—haveincreased the depth of management. We aim to improve
corporate value by quickly making decisions onenvironmental changes and expansion of business areas,
and by strengthening the supervisory function of theBoard of Directors.

*1: Revision of the Group Management Philosophy, transition to a holdingstype group structure, etc.

Number ofmeetings*3

Attendance rate*4

Board of Directors

9

12 times

100%

Nominating
Committee

4

8 times

100%

P.02

Audit Committee

4

14 times

100%

Transition to a holdings type group structure

P.33

Compensation
Committee

5

5 times100%of KPIs and of the progress of the Medium-term Management Plan, theoverall picture of Digital Transformation (DX), Diversity & Inclusion (D&I) of theTokyo Gas Group, etc.

Compass Action

How We Create Value

Invisible Assets
Information Disclosure Basedon TCFD Recommendations

Corporate GovernanceCorporate Governance
Officer Remuneration System
Internal Control System*3: In total for the June 2021 — May 2022 period*4: Average attendance rate of each member

Compliance
Risk Management System
List of Executives

Reference

Messages from Outside Directors

The number of meetings of the former Advisory
Committee held in June 2020 — May 2021

https://www.tokyo-gas.co.jp/Press_e/20211126-02e.pdf

CEO’s Message

Compass2030

Number of
directors/
members of eachcommittee

Revision of Group Management Philosophy*2: Public announcement of the Compass Action, evaluation of the performance

Introduction

Attendance at the Board of
Directors and Nominating, Audit andCompensation Committees

4 times
Business Overview

Structure, Role and Activities of the Nominating Committee, Audit Committee, andCompensation Committee
Nominating Committee

Ratio of
OutsideMembers

75%

Chairperson

Ratio of
OutsideMembers

Audit Committee

75%

Compensation Committee

Ratio of
OutsideMembers

60%

Chairperson

Chairperson

The Nominating Committee makes decisions on proposals
to the Shareholders Meeting concerning appointments
and dismissal of Directors and on proposals to the Boardof Directors concerning appointments and dismissal of
Corporate Executive Officers, among other matters.

Financial Data

The Audit Committee audits the execution of duties byDirectors and Corporate Executive Officers, determines
audit reports, and also determines agenda items concerning
appointment, dismissal, or refusal of reappointment of
independent auditors, among other matters.

The Compensation Committee sets policy for individual
remuneration of Directors and Corporate Executive
Officers, and makes decisions on remuneration of eachdirector and each Corporate Executive Officer,
according to the policy, among other activities.

Main activities

Main activities

Main activities evelopment of a skill matrix
DElection of candidates for directors, including candidates
for newly-appointing outside directors
Election of candidates for Representative Corporate
Executive Officer and President ormulation of an audit plan of the Audit CommitteeFEstablishment of an internal control system and auditingof its operation status, etc.
Collaboration with the Internal Audit Department,
Independent Auditors and subsidiary auditors

 stablishment of a basic policy for compensation forE
officers
Introduction of a share-based compensation plan using atrustEstablishment of FY2022 performance evaluation
indicators

Outside Internal

Web Site

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)
Financial Results
Presentation Materials
Financial Results Bulletin
Corporate Governance
ReportTokyo Gas Group Integrated Report 2022

48

Sustainability ReportContents

Effectivenessof Board of
Directors

To maintain and enhance the effectiveness of the Board of Directors, theeffectiveness of the Board of Directors was analyzed and evaluatedthrough discussion on the results of the questionnaire-based selfevaluations of each director and the third-party evaluations at the Board

Introductionof Directors meetings. In the third-party evaluation, which was conducted
six months after the transition to a Company with a Nominating
Committee, etc., stated that the effectiveness of the Board of Directors
has been generally maintained at a favorable level.

CEO’s Message
How We Create Value
Compass2030

Process of analysis and evaluation

Invisible Assets

STEP 1

STEP 2

STEP 3

STEP 4Self-evaluation by each director in
the form of a questionnaire

Aggregation and evaluation by
third parties (external experts)

The Board of Directors’ discussion
on the evaluation results

Promoting future efforts

Information Disclosure Basedon TCFD Recommendations

Corporate GovernanceCorporate Governance
Officer Remuneration System
Internal Control System
Compliance

The questionnaire is composed ofa five-grade quantitative evaluation
and a freely-written qualitativeevaluation, enabling fixed-point
observations.
Survey content

 omposition and management ofCmeetings of the Board of Directors(composition and members,
number of agenda items andtiming, contents and explanation ofmaterials, and frequency and timeof holding a meeting)Functions of meetings of the Boardof Directors (decision making,supervisory function, andcollaboration with the Nominating,
Audit, and Compensation
Committees)
Activities other than the Board of
Directors meetings (offering ofopportunities to understand theoperations, including workshops
and on-site visits for directors)
 roposals for improvement
P
regarding the Board of Directors* Free writing only

The results of the questionnaires
submitted by each Director are
aggregated by the third party(external experts) to ensure neutrality
and transparency.
The aggregated results are
combined with the evaluation resultsfrom the third party group (external
experts).

Evaluation comments from the third party

 ince the evaluation of theSeffectiveness was carried out six
months after the transition to a
Company with a Nominating
Committee, etc., the results are
considered to be self-assessmentin the midst of trial and error.
Even under such circumstances,the effectiveness of the Board of
Directors has been generally
maintained at a favorable level: Theaverage scores given by all Outside
and Internal Directors exceeded 4
points except that the averagescores of Outside Directors
concerning monitoring was
3.5—3.9.

Item rated higher than the previous survey:
Decision making
The evaluation concerning decision making by
the Board of Directors scored higher than theprevious survey conducted before the transition toa Company with a Nominating Committee, etc.
The extensive delegation of authority tocorporate executive officer was highly evaluatedas it has led to their faster decision making.
Item for future improvement: supervisory(monitoring)
The evaluation of the supervisory function of theBoard of Directors stated that further improvement
in monitoring methods is needed. The Boardof Directors is discussing how to enhance thesupervisory function of the Board of Directors.
Opinions on supervisory (monitoring) raised at the Board of
Directors meetings, etc.

 ith the shift to a holdings type group structure,W
the Board needs to be more conscious of groupmanagement and to focus on new areas.
In monitoring of the management, the Board
needs to be more conscious of the linkage withthe corporate goals and to fine-tune thebenchmarks in monitoring.

Risk Management System

To realize further improvement in theeffectiveness of the Board of
Directors, it will be necessaryfor efforts to continue without
interruption.
The evaluation confirmed that,going forward, Directors intended toestablish a common recognition on
the way the Board of Directors ought
to be in terms of its monitoringmodel and demonstrate its
recognition, in addition to continuing
to carry out initiatives to promote
understanding of the Company’sbusiness operations.

List of Executives
Messages from Outside Directors

Business Overview
Financial Data

Examples of specific efforts

 system has been established toAallow directors to view materials of
the committee supporting rational
decision-making by Corporate
Executive Officers (convened
weekly). Also directors received
advance explanation on thematerials of the Board of Directors
meetings.
Lectures by experts, digital
innovation (DI) forums, on-site
inspections including overseas visitswere conducted.

Web Site

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)
Financial Results
Presentation Materials
Financial Results Bulletin
Corporate Governance
ReportTokyo Gas Group Integrated Report 2022

49

Sustainability ReportContents
Introduction

Officer Remuneration System

CEO’s Message

The Compensation Committee held on June 29, 2021 resolved a Basic Policy on Officer Remuneration.

How We Create Value
Compass2030

1

Basic Policy on Officer Remuneration
As a Company with a Nominating Committee, etc., a Compensation Committee has
been established as stipulated in the Companies Act, and it selects a chairpersonfrom Outside Directors, secures objectivity and transparency, and determines
remuneration of individual officers (Directors and Corporate Executive Officers).
(1) Role of officers and officer remuneration
The role assigned to officers is to seek to enhance short-term, medium- andlong-term corporate value, and officer remuneration shall serve as an effective
incentive for them to perform that role.
(2) Level of officer remuneration
The level of officer remuneration shall be suitable for the role, responsibility andperformance of the officer, and be in consideration of changes in the businessenvironment, and the level of other companies according to the research of an
external specialized institution.
(3) Composition of annual remuneration
Remuneration of officers shall comprise fixed remuneration (basic
remuneration) and incentive remuneration (bonus, share-based
compensation).
Basic remuneration A fixed amount in accordance with the post of eachindividual is paid as monthly remuneration.
Bonuses
As a short-term incentive remuneration, a bonus is paid
once a year and its amount reflects the evaluation of individual performanceagainst financial and nonfinancial indicators* beside the basic amount set byeach rank. Indicators are reviewed and selected each year.
Share-based compensation As a medium- to long-term incentive remuneration,
points are provided based on the base amount set by each rank. The stocks
are provided based on the number of points at retirement.
Remuneration for directors is comprised of basic remuneration and sharebased compensation, while remuneration for Corporate Executive Officers(including those who concurrently serve as directors) is comprised of basic
remuneration, bonuses, and stock compensation.
The approximate ratios of each type of remuneration for directors are 90% inbasic remuneration and 10% in share-based compensation. The approximate
ratios for Corporate Executive Officers (including those who concurrently
serve as directors) are 65—70% in basic remuneration, 15—20% in bonuses,and 10—20% in share-based compensation.

Composition of remuneration for non-executive directors (internal and outside)

Invisible Assets

Composition of remuneration for directors (illustration)

Information Disclosure Basedon TCFD Recommendations

Corporate Governance
0%

100%

Corporate Governance

Officer Remuneration System

Fixed remuneration

Medium- to long-term incentive
remuneration

Basic remuneration (monthly)

Trust-type share-based compensation

About 90%

About 10%

Internal Control System
Compliance
Risk Management System
List of Executives
Messages from Outside Directors

Remuneration structure of Corporate Executive Officers(including those who concurrently serve as directors)

Business Overview

Composition of remuneration for Corporate Executive Officers (illustration)

Financial Data

100%

0%

Fixed remuneration

Short-term incentive
remuneration

Medium- to long-term
incentive remuneration

Basic remuneration (monthly)

Bonuses

Trust-type share-based
compensation

About 65—70%

About 15—20%

About 10—20%

The Basic Policy on Officer Remuneration, which was resolved at the Compensation Committee
meeting held on June 29, 2021, has incorporated non-financial indicators, in addition to financial
indicators, in the evaluation of term performance for bonuses of Corporate Executive Officers.
The amount of bonus payments is determined by quantitatively and qualitatively evaluating andreflecting the progress of the term performance in relation to the performance evaluation indicatorsfor each post.

Indicators for bonus evaluation for FY2022

Web Site

Indicators of profitability: “Consolidated net profit” and “Operating Income + Equity method income”
Financial
Indicators of growth: “Increase in customer accounts”; “Natural gas transaction volume”; and “Increase inindicators
renewable energy power sources”

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)

NonESG-related indicators:“ E Contribution to CO2 emission reduction”“ S Improvement in group employee
financial
indicators engagement” and “ G Start-up and operation of group management”

Financial Results
Presentation Materials* The Compensation Committee held on May 18, 2022 resolved on the adoption of the above indicators because of

Financial Results Bulletin

their linkage with the Priority Management Indicators set in the Management Plan for FY2022.

Tokyo Gas Group Integrated Report 2022

Corporate Governance
Report50

Sustainability ReportContents
Introduction

2

Introduction of a share-based compensation plan using a trust
The Compensation Committee meeting held on June 29, 2021 resolved to
introduce a share-based compensation plan for Directors and Corporate
Executive Officers with the objective of providing incentives encouraging theenhancement of corporate value.
Separately, an introduction of a similar share-based compensation plan for
executive officers has also been resolved.

3

Total Remuneration for Directors, Audit & Supervisory Board Members, andCorporate Executive Officers for FY2021

CEO’s Message(Results of the Remuneration System before and after the transition to a Company with aNominating Committee, etc.)

How We Create Value
Compass2030

Total value of remuneration by type (¥ million)
Fixed
Classification of Total value of remuneration
remuneration
officers(¥ million)(1) Overview
The Company has established a share trust (see the “Overview of the trust”).
Points are to be granted to officers each year according to their position,and they shall receive company shares based on the points when they retire/
resign.
(2) Target persons
Directors (including Outside Directors), Corporate Executive Officers, andExecutive Officers(3) Overview of the trust (at the time of setting up the trust)
Trust period

From August 2021 to August 2024 (tentative)

Amount to be contributed by theCompany as funds for acquiring
shares¥461,889,900

Method to acquire shares for thetrust

Acquisition via disposal of treasury shares

Number of shares for the trust

224,600 sharesPress release on the share-based compensation plan

Basicremuneration

Invisible Assets

Incentive remuneration
Performance-linked
remuneration
Monthly
remuneration

BonusesNumber of
eligible
officers

Information Disclosure Basedon TCFD Recommendations

Corporate Governance

Share-based
compensation

Corporate Governance

Officer Remuneration System

Directors(excluding Outside
Directors)

Audit &
Supervisory
Board Members(excluding outside
Audit & Supervisory
Board members)

Corporate
Executive Officers(including a Director
who is engaged inbusiness execution)

279

207

11

42

17

12

(76)

(63)

(-)

(8)

(4)

(6)

Internal Control System
Compliance
Risk Management System
List of Executives

27

27

-

-

-

5

(9)

(9)

(-)

(-)

(-)

(3)

Messages from Outside Directors

Business Overview
Financial Data

158

130

-

-

28

4

Notes:*1. As approved at the 221st Annual Shareholders Meeting held on June 29, 2021, Tokyo Gas has transitioned
from a Company with an Audit & Supervisory Board to a Company with a Nominating Committee, etc. The
remuneration, etc. of Directors includes that for three Directors who retired upon the conclusion of the
221st Annual Shareholders Meeting. Of the retired Directors, for the two who were appointed as Corporate
Executive Officers, their remuneration after the transition is stated as that for Corporate Executive Officers.
*2. Five Audit & Supervisory Board Members retired upon the conclusion of the 221st Annual Shareholders
Meeting. The remuneration, etc. of Audit & Supervisory Board Members is presented for their term of officefrom April 1, 2021 to June 29, 2021. Of the retired Audit & Supervisory Board Members, for the three who
were appointed as Directors, their remuneration, etc. after the transition is stated as that for Directors.
*3. The remuneration, etc. of Corporate Executive Officers is for the four who assumed office after thetransition for their term of office from June 29, 2021 to March 31, 2022. Among them, for the one who
concurrently serves as Director, his remuneration, etc. before the transition is stated as that for Director,
and his remuneration, etc. after the transition is stated as that for Corporate Executive Officer.
*4. The Company has introduced a share-based compensation plan as a non-monetary compensation basedon the resolution of the Compensation Committee held on June 29, 2021. The amount of share-based
compensation is accounted for as the amount expensed from June 29, 2021 to March 31, 2022.
Web Site“Notice on the Introduction of a Share-based Compensation Plan” (June 29, 2021)
https://www.tokyo-gas.co.jp/Press_e/20210629-04e.pdf

Investor Relations Website“Decisions on Matters related to Share Acquisition for the Share-based
Compensation Plan” (July 28, 2021)

Investors’ Guide (Financial
Data and Industry Data)

https://www.tokyo-gas.co.jp/Press_e/20210728-04e.pdf

Financial Results
Presentation Materials
Financial Results Bulletin
Corporate Governance
ReportTokyo Gas Group Integrated Report 2022

51

Sustainability ReportContents
Introduction

Internal Control System

Response to “Internal Control Reporting System”

Ensuring the legality, soundness, and transparency of the management based on ourManagement Philosophy, we strive to clarify responsibilities of management andexecution, enhance supervising and auditing functions, and promote accurate andprompt decision-making, efficient execution of business operations, in order tosustainable growth and improvement in medium- to long-term corporate value. In
addition, Tokyo Gas and its subsidiaries direct their efforts toward lastingdevelopment by respecting the autonomy of each and sharing the pursuit of total
optimization as their common cause.
In order to ensure appropriate business operation of the Tokyo Gas Group, theBasic Policy on Development of Internal Control Systems has been adopted by the
Board of Directors and Corporate Executive Officers have accordingly and effectively
established the Internal Control Systems and have been operating them.

To comply with the “Internal Control Reporting System” under the Financial
Instruments and Exchange Act, Tokyo Gas follows the internal control basic
framework presented in Financial Services Agency standards, arranges andadministers internal control related to financial reporting, assesses theireffectiveness, and improves them as necessary. In the internal control report for theprevious consolidated fiscal year prepared following this system, which found ourinternal control regarding financial reporting to be effective, the Auditors expressed
the opinion that all the material points were represented appropriately.

Overview
of Internal
Control
SystemCEO’s Message
How We Create Value
Compass2030
Invisible Assets
Information Disclosure Basedon TCFD Recommendations

Corporate GovernanceCorporate Governance
Officer Remuneration System

Internal Control System
Compliance
Risk Management System

1

2

3

4

5

6

7

System to ensurethat officers andemployees performtheir duties inconformance withlaws, the Articles ofIncorporation, etc.

System to store andmanage information
regarding theexecution of duties by
Corporate Executive
Officers

Regulations and othersystems on managing
the risk of loss of theGroup

System to ensure thatthe performance of
duties by Corporate
Executive Officers is
conducted efficiently

System to ensure
appropriateness ofbusiness operationby the Groupsubsidiaries

Items regarding
employees assistingwith the duties of the
Audit Committee

System concerning
reporting to the Audit
Committee andsystem to ensure
effective auditing by
the Audit Committee

List of Executives
Messages from Outside Directors

Business Overview
Financial Data

Specific Examples ofInternal Control System

Internal Audit Department
The Internal Audit Department of theTokyo Gas Group has been established toefficiently and effectively audit the statusof execution of business operations. The
Department reports audit results to the
Audit Committee, directors of the audited
subsidiaries, and other parties concerned.
The Internal Audit Department is anorganization for internal audit of theCompany, which is established to conduct
professional audits. Its organizational
structure and number of employees areshown on the right.

Audit Committee
Audit Sect.I
Internal Audit
Department
38 staff members(as of March 31, 2022)

Audit Sect.II
Audit Sect.III
Planning & Internal
Control Sect

In addition to the establishment of an organization that enables the Tokyo Gas Group’s
officers and employees report to the Audit Committee without delay, numerous actions havebeen taken to facilitate effective audit activities, including collaboration of the Audit
Committee, the Internal Audit Department, and Independent Auditors.
Confirmation of appropriatenessof audit method and results
Confirmation of independence

Audit by the
Audit Committee

Reporting of audit plan andresults, and exchange of opinions

Audit by
Independent
Auditors

Confirmation of appropriateness ofinternal control
Conveying of audit plans and results
Web Site

Reporting of audit plans andresults, and exchange of opinions

Reporting of audit plans and results, and exchange of opinions

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)

Internal audit

Financial Results
Presentation Materials
Financial Results Bulletin
Corporate Governance
ReportTokyo Gas Group Integrated Report 2022

52

Sustainability ReportContents
Introduction

Compliance

CEO’s Message
How We Create Value
Compass2030

Compliance Structure

Compliance Risk Management

Tokyo Gas has established the Management Ethics Committee chaired by the
President and CEO. It discusses at the executive level overall actions for maintaining
and improving compliance awareness, monitors the implementation of compliancerelated measures, and checks actions to be taken from the next year onward. It
issues instructions to make improvement if needed. In response to this, individual
divisions and subsidiaries set up compliance committees to carry out inspections
and improvements suiting their own operations. The Tokyo Gas Group maintains theCode of Conduct as the standard for behavior when carrying out duties. We aremaking continued efforts to ensure the Code of Conduct is known and observed by
employees through workplace discussions participated by all employees at theirrespective workplaces and through rank-specific training sessions on the occasionsof their entry and promotion.

We have formulated and implemented escalation rules that encourage any employee
finding anything unusual to notify the employee’s manager without hesitation and havebeen effectively operating internal and external consultation desks. We are thereby
endeavoring to ensure that compliance-related issues are discovered and resolved at
an early stage and our corporate self-regulatory processes functions effectively.
We monitor the effectiveness of Group compliance promotion activities byconducting regular compliance awareness surveys of all employees. The results ofthese surveys are reflected in initiatives for the following years. Moreover, the Internal
Audit Department conducts internal audits of the Company and its subsidiaries,
focusing on potential risks that may materialize and their degree of importance fromthe viewpoint of strict compliance with laws and regulations, corporate ethics andsocial norms. The status of improvement concerning any recommendations made as aresult of the internal audits is checked in a follow-up audit in the following year toensure steady improvement in risk management.

Invisible Assets
Information Disclosure Basedon TCFD Recommendations

Corporate GovernanceCorporate Governance
Officer Remuneration System
Internal Control System

Compliance
Risk Management System
List of Executives
Messages from Outside Directors

Business Overview
Financial Data

Compliance Framework

President and CEO

Management Ethics
Committee

Advisory board concerning
important matters of theexecutive structure
A committee body aimed atpromoting management withtransparency through discussion
on overall compliance

Chairperson: President and CEO
Members: Member of the Management
Committee and general managers
concerned

ReportingInstructing, reporting

Instructing, reporting

Audit
Department

Compliance Dept.

Examples of specific actions
Workplacediscussions

Each workplace of the Tokyo Gas Group carries out a workshop, mainly
led by a person in charge of compliance promotion (21,956 participants
in FY2021). Using the awareness building tools based on the Tokyo Gas
Group’s Code of Conduct, participants learn about the recent trend
concerning corporate compliance and discuss how to actually practice
the Code of Conduct, which is intended to lead to taking actions.

Rank-specifictraining

Rank-specific training sessions, including those for new employees,
are carried out for the Group employees, so as to enhance compliancemindedness (1,238 participants in FY2021).

Legal training

Every year, legal training sessions are carried out for all Group
employees with the aim of enhancing understanding of legal knowledge
such as that involving the Anti-Monopoly Act, Act against Unjustifiable
Premiums and Misleading Representations, and the Subcontract Act,
which we are required to comply with (10,404 participants in FY2021).
In addition to checking the objectives of relevant laws and regulations,
we seek to provide during the training sessions practical information
by incorporating interpretation on specific cases disclosed by the Fair
Trade Commission and the Consumer Affairs Agency.

Supporting, reporting

Compliance Committee

Internal audit

Business
Departments

Subsidiaries andTokyo Gas LIFEVAL

Reporting, consulting

Employees

Reporting, consulting

Consulting,notifying

Web Site

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)
Financial Results
Presentation Materials
Financial Results Bulletin
Corporate Governance
ReportTokyo Gas Group Integrated Report 2022

53

Sustainability ReportContents
Introduction

Risk Management System

CEO’s Message

In accordance to the Risk Management Regulations which stipulated basic items of theTokyo Gas Group’s risk management, we have established an enterprise risk
management system and are using an “ordinary-time response” (to understand risks andimplement measures against the risks) method, or an “emergency-time response” (torespond when a significant risk emerges) method. The Risk Management Regulations
stipulate that the Board of Directors, taking into account the importance of risk
management, shall always oversee the effectiveness of risk management and takeappropriate action when a significant risk occurs.

Enterprise Risk Management (ERM) System

Emergency-time response

Our Risk Management Regulations have explicitly statedspecific initiatives and major risks at ordinary times and an
enterprise risk management (ERM) system has been
established to undertake them. The Risk Management
Committee was established with the aim of improving themanagement level of the ERM system. The Committee
checks progress regarding the establishment andoperational status of the ERM system, including periodic
risk assessments. It also reports to a committee that
supports the corporate executive officers’ reasonabledecision-making.
Under the framework, around 240 risk management
promotion officers (as of April 1, 2022) are deployed in thebusiness departments of Tokyo Gas and its subsidiaries inorder to promote ERM. Each year, we assess risks and theimplementation and improvement status of countermeasures.
This system facilitates the steady implementation of the
ERM-PDCA (Plan-Do-Check-Act) cycle.

Securities Markets and Other Stakeholders

Because the company provides public services that comprisea lifeline, for many years it has also had a crisis management
system that serves as a response system in case an accident
or other risk-related event actually occurs. Specifically, we
have formulated Emergency Response Organization Regulations.
In case of major crises, including major natural disasters, suchas earthquakes, or production or supply disruptions arisingfrom major accidents at pipelines or LNG terminals, as well as
spread of highly pathogenic or infectious diseases, terrorism,
failures in mission-critical IT systems, and compliance problems,
the Emergency Response Organization has been established
to respond to the situation immediately in accordance with theEmergency Response Organization Regulations. Periodic training
is conducted in relation to response measures against large
earthquakes, cyber terrorism, and other major risks. Moreover,the company has also formulated a business continuity plan
(BCP) outlining its responses in the event of a major earthquakeof the magnitude as assumed by Japan’s Cabinet Office, amajor accident disrupting gas supply, a widespread blackout,highly pathogenic or infectious diseases, etc. This plan is inplace to reinforce the company’s risk management system.

Reflection of results of risk assessment

Committee supporting rational decision-making by
Corporate Executive Officers
Confirmation of major risks, etc.
Reporting and proposal of plans forassessment of major risks and othernecessary matters

Clear statement of risk
management policies

Risk Management Committee (Chairperson: Executive Officer of the
Corporate Planning Dept., Executive Office: Corporate Planning Dept.)
Identifying and confirming Group risk management

Report regarding results of risk
assessment, status of implementationof countermeasures, status of
improvement, etc.

Improvement proposals
Convey statementof risk management
policies

Business Departments / Subsidiaries(1) Identifying and evaluating risks, formulating and implementing risk
countermeasures(2) Improvement of risk assessment, countermeasures

Business or other risks which may significantly affect judgment of investors (as of April 1, 2022)
1.Risks associated with accidents, disasters, etc.

3.Risks associated with business execution(1) Energy resource procurement difficulties(1) Risks related to existing businesses
1. Decrease in demand caused by intensified(2) Natural disasters
competition(3) Accidents and supply impairments accompanying city
2. Fluctuation in material prices
gas production and supply, and power generation
3. Changes in laws, regulations, and national or(4) Spread of a highly virulent or contagious infections
local energy policy(5) Unforeseeable, large-scale power outages
4. Fluctuation in gas sales volume caused by climate(6) P roblems in securing the safety of city gas and inchangequality of gas appliances
5. Decrease in existing demand caused by changes
in the business environment(7) D amage caused by rumors arising from a city gas
accident of another company
6. Interruption of telephone services at call centers
2.Market fluctuation risk
(1) Fluctuation in market prices and interest rates(2) F luctuation of the electric power market
and LNG prices

7. Delay in technology development(2) R isks associated with overseas businessdevelopment(3) Delay in development of new markets(4) Inability to recover investments

4. R isks related to information
management and system operation(1) Leakage of personal information(2) Shutdown or malfunction of IT systems(3) Cyber attacks
5. R isks related to corporate social
responsibility(3) Insufficient customer services

Invisible Assets

Corporate GovernanceCorporate Governance
Officer Remuneration System
Internal Control System
Compliance

Risk Management System
List of Executives
Messages from Outside Directors

Business Overview
Financial Data

Emergency Response Organization*
President and CEO (Organization Leader)
Web SiteCollaboration(1) Compliance violations(2) Response to new environmental regulations

Compass2030

Information Disclosure Basedon TCFD Recommendations

Ordinary-time response

Disclosure of risk information through Securities Report, Financial results andSustainability Report

How We Create Value

Instructions/orders(4) Insufficient response to human rights issues

ReportCorporate
Planning Dept.

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)(Group-wide coordination)

Financial Results
Presentation Materials

Business Departments / Subsidiaries

Financial Results Bulletin* A department in charge of an executive office is predetermined depending

Corporate Governance
Reporton the type of emergency.

Tokyo Gas Group Integrated Report 2022

54

Sustainability ReportContents
Introduction

Directors (as of June 29, 2022)
April 1974

Joined the Company

April 1979

Joined the Company

April 1982

Joined the Company

April 2004

Executive Officer and Assistant to Chief
Executive of Corporate Communication Div.
Executive Officer and General Manager of Corporate
Planning Dept. of Strategic Planning Div.
Senior Executive Officer and in charge of Corporate
Planning Dept., Infrastructure Project Dept., FinanceDept., Accounting Dept. and Affiliated Companies Dept.
Senior Executive Officer and in charge of Corporate
Planning Dept., Investor Relations Dept., Finance Dept.,
Accounting Dept., Affiliated Companies Dept. and Gas
Industry Privatization Research Project Dept.
Senior Executive Officer and in charge of Corporate
Planning Dept. and Affiliated Companies Dept.
Director, Senior Executive Officer and in charge ofCorporate Planning Dept., Corporate Communications
Dept. and Affiliated Companies Dept.
Director, Senior Executive Officer and in charge ofCorporate Planning Dept., Project Management
Dept., Corporate Communications Dept. and AffiliatedCompanies Dept.
Representative Director, Executive Vice President andChief Executive of Living Energy Div.
Representative Director, Executive Vice President andChief Executive of Residential Sales and Service Div.
Representative Director, President
Director, Chairperson of the Board (Current position)

April 2010

Executive Officer and General Manager ofCorporate Planning Dept.
Senior Executive Officer and in charge of
Personnel Dept., Secretary Dept., ComplianceDept. and Internal Audit Dept.
Senior Executive Officer and Chief Executive ofEnergy Resources Business Div.
Director, Senior Executive Officer and Chief
Executive of Energy Resources Business Div.
Representative Director, Executive Vice President
and Chief Executive of Residential Sales andService Div.
Representative Director, Executive Vice President
and Chief Executive of Residential Service Div.
Representative Director, President
Director, Representative Corporate Executive
Officer and President
Director, Representative Corporate Executive
Officer, President and CEO (Current position)

April 2008

General Manager of Finance Dept.

April 2011
April 2012

General Manager of Middle Branch
General Manager of TG-Group Reorganization
Project Dept.
Executive Officer and General Manager ofResidential Sales Planning Dept. of Residential
Sales and Service Div.
Senior Executive Officer, CFO and in charge ofFinance Dept., Accounting Dept., Purchasing
Dept. and Real Estate Management Dept.
Senior Executive Officer, CFO and in charge ofFinance Dept., Accounting Dept. and Personnel
Dept.
Senior Managing Executive Officer, CFO andin charge of Finance Dept., Accounting Dept.,
Personnel Dept. and Purchasing Dept. (Retired in
March 2019)
Standing Audit & Supervisory Board Member
Director (Current position)

April 2006
April 2007
April 2008

April 2009
June 2009

Director, Chairperson of the Board(Nominating Committee Member
January 2010
and Compensation Committee
Member)HIROSE Michiaki

April 2012
April 2013
April 2014
April 2018

Reason forappointment

CEO’s Message

HIROSE has experience mainly in operation related to corporate planning. He led
efforts to compose the Management Vision and the group formation, and wasengaged in establishing a suitable corporate structure and system for a global
comprehensive energy group. He has been Chairman of the Board since 2018,
bolstering the enhancement of corporate governance.

Role played at the Through his experience as the Company’s Representative Director and President,
Board of Directors HIROSE has in-depth knowledge about all areas of management, provides
appropriate proposals to the Board of Directors as the non-executive Chairmanof the Board, and manages the Board meetings to ensure its proper supervisory
function.
April 1976
April 2000
April 2005
April 2007
April 2015

June 2017

June 2019
June 2019
May 2022

Outside Director

Joined Mitsui Fudosan Co., Ltd.
President and CEO of Mitsui Fudosan America, Inc.
Managing Officer and Deputy Chief Executive of
Office Building Div. of Mitsui Fudosan Co., Ltd.
Managing Officer and General Manager ofInternational Dept. of Mitsui Fudosan Co., Ltd.
Managing Director, Senior Executive Managing
Officer and Chief Executive of International Div. of
Mitsui Fudosan Co., Ltd.
Advisor of Mitsui Fudosan Co., Ltd. and Honorary
Chairman of Halekulani Corporation (Retired inJune 2020)
Director of the Company (Current position)
Outside Director of GLOBESHIP Corporation(Current position)
Outside Director of Paramount Group, Inc.
(Current position)

April 2012
April 2013
June 2015
April 2016
April 2017

Director, Representative Corporate April 2018
Executive Officer, President and CEO June 2021
(Compensation Committee Member)

UCHIDA Takashi

April 2022

April 2013
April 2015
April 2017
April 2018

Director (Audit Committee
Member)

NAKAJIMA Isao

June 2019
June 2021

How We Create Value
Compass2030
Invisible Assets
Information Disclosure Basedon TCFD Recommendations

Corporate GovernanceCorporate Governance
Officer Remuneration System
Internal Control System
Compliance
Risk Management System

Reason for appointment Mainly using his experience in planning, energy resources and overseas
business, UCHIDA has been engaged in efforts to address various
as Director

management issues amid changes in the surrounding environment, including
the full deregulation of the electric power and gas retail markets. Currently,
as Representative Corporate Executive Officer, President and CEO, UCHIDA
has been bolstering the Group to take up new challenges toward achieving
the management vision Compass2030, formulated in 2019.

Reason for appointment In FY2022, the year of transition to a new group management structure,as the Representative including the legal separation of the Pipeline Network Division, UCHIDA
has been appointed as the current position with the task of facilitating the
Corporate Executive
transition and achieving further growth.
Officer and President
Role played at theBoard of Directors

NAKAJIMA has experience mainly in finance and accounting and has served as
CFO, working to strengthen the financial structure of the Company and improve
communication with shareholders and investors. Since 2021, he has been afull-time Audit Committee member, and is responsible for auditing to ensure thelegality and soundness of management.

List of Executives

Role played at the As a full-time Audit Committee member, NAKAJIMA strives to provide
Board of Directors information to the Board of Directors and the Audit Committee to improve theirBusiness Overview

Reason forappointment

Messages from Outside Directors

effectiveness. He also attends the Management Committee and other meetings
to capture internal risk information and audit the proper operation of internal
control systems.

Financial Data

As Director who concurrently serves as an Corporate Executive Officer,
UCHIDA is a powerful driver of the management vision. He alsoorganically connects the Corporate Executive Officers and the Board of
Directors, such as by providing timely and appropriate explanations on thestatus of business execution so that the Board can properly oversee it.

Outside Director(Chairperson of the Nominating
Committee and Compensation
Committee Member)(Chairperson of theCompensation Committee andNominating Committee Member)

SAITO Hitoshi

TAKAMI Kazunori

April 1978 Joined Matsushita Electric Industrial Co., Ltd.
(Current Panasonic Corporation)
December General Manager of Corporate Planning Office of
1998Electric Appliances and Housing Facility Companyof Matsushita Electric Industrial Co., Ltd. (Current
Panasonic Corporation)
June 2004 Director of Corporate National Marketing Div. of
Matsushita Electric Industrial Co., Ltd. (Current
Panasonic Corporation)
April 2009 Managing Executive Officer, President of Home
Appliances Company of Panasonic Corporation
April 2012 Representative Director, Senior Managing Executive
Officer and President of Appliances Company ofPanasonic Corporation
April 2015 Representative Director, Executive Vice President andin charge of Japan region, Customer Satisfaction,
and Design of Panasonic Corporation
June 2015 Outside Director of Tokyo FM Broadcasting Co., Ltd.
(Current position)
June 2017 Corporate Advisor of Panasonic Corporation (Retired
in March 2018)
June 2018 Outside Director of Nojima Corporation (Current position)
March 2019 Outside Director of FUJITA KANKO INC. (Current position)
June 2019 Director of the Company (Current position)

Outside Director(Nominating Committee Member
and Compensation Committee
Member)EDAHIRO Junko

July 1993
Interpreter and translator
October 1998 Environmental journalist
July 2002
CEO of EcoNetworks Co. (Retired in July 2005)
August 2002 Joint Chief Executive of Japan for Sustainability(NGO)
April 2003
Representative Director of Edahiroba Inc. (Current
e’s Inc.) (Current position)
April 2005
Representative Director and Chairperson of
Change Agent Inc.
May 2006
Director and Chairperson of Change Agent Inc.
(Current position)
August 2010 Chief Executive of Japan for Sustainability (NGO)(Retired in July 2018)
September
Professor of Department of Environmental
2014
Management, Faculty of Environmental Studies ofTokyo City University (Retired in March 2018)
August 2018 Professor of Shizenkan University Graduate Schoolof Leadership & Innovation (Current position)
June 2019
Director of the Company (Current position)
October 2019 Representative Director of Shimokawa Seeds K.K.
(Current position)
September
Representative Director of mirai-sozo.work
2020(Current position)

Web Site

Investor Relations Website
Reason forappointment

Mr. SAITO Hitoshi’s management capabilities, based on the broad visionand in-depth knowledge he developed as as an executive in the real estatebusiness, and especially the global business sense nurtured in overseas
business, will greatly contribute to the promotion and supervision of theCompany’s management strategies.

Important concurrent Outside Director of GLOBESHIP Corporation
Outside Director of Paramount Group, Inc.
positionsReason forappointment

Mr. TAKAMI Kazunori’s management capabilities, based on the broad visionand in-depth knowledge he developed as an executive in the electricalindustry, and especially the marketing sense he acquired from the consumer
perspective in the home appliance business, will greatly contribute to thepromotion and supervision of the Company’s management strategies.

Important concurrent Outside Director of Tokyo FM Broadcasting Co., Ltd.
Outside Director of Nojima Corporation
positions
Outside director of FUJITA KANKO INC.

Reason forappointment

Ms. EDAHIRO Junko’s in-depth knowledge regarding energy andsustainability, communication abilities, and extensive practical experiencein communities, which she has cultivated as a journalist and creator, will
greatly contribute to the promotion and supervision of the Company’s
management strategies.

Investors’ Guide (Financial
Data and Industry Data)
Financial Results
Presentation Materials

Important concurrent Representative Director of e’s Inc. / Director and Chairperson of Change
Agent Inc. / Professor of Shizenkan University Graduate School ofpositions

Financial Results Bulletin

Leadership & Innovation / Representative Director of Shimokawa Seeds K.K.
Representative Director of mirai-sozo.work

Tokyo Gas Group Integrated Report 2022

Corporate Governance
Report55

Sustainability ReportContents

Outside Director(Chairperson of the Audit
Committee)

INDO Mami
Reason forappointment

April 1985 Joined Daiwa Securities Co. Ltd.
April 2009 Senior Managing Director and General Manager ofConsulting Div. of Daiwa Institute of Research Ltd.
April 2013 Executive Managing Director and Deputy General
Manager of Investigation Div. of Daiwa Institute of
Research Ltd.
April 2016 Senior Managing Director of the Institute of Daiwa
Institute of Research Ltd. (Retired in December
2016)
December Commissioner of Securities and Exchange
2016
Surveillance Commission (Retired in December
2019)
June 2020 Audit & Supervisory Board Member (External) of
Ajinomoto Co., Inc.
June 2020 Outside Audit & Supervisory Board Member of AIG
Japan Holdings KK
June 2020 Director of the Company (Current position)
June 2021 Outside Director of FUJITEC CO., LTD. (Current
position)
June 2021 Outside Director of Ajinomoto Co., Inc. (Current
position)
June 2021 Outside Director of AIG Japan Holdings KK(Current position)

Ms. INDO Mami’s capabilities in advanced and diverse management
analysis and instructions she developed as an analyst and adviser in thefinancial industry, and her management sense from the risk perspective
nurtured by her experience in a surveillance agency, cultivated throughthe experience of monitoring organizations, will greatly contribute to thepromotion and supervision of the Company’s management strategies.

Important concurrent Outside Director of FUJITEC CO., LTD.
Outside Director of Ajinomoto Co., Inc.
positions

April 1979 Joined Ajinomoto Co., Inc.
June 2007 Corporate Executive Officer and General Manager,
Finance Dept. of Ajinomoto Co., Inc.
June 2011 Member of the Board & Corporate Vice President(In charge of finance and purchasing) (Retired inJune 2017)
Director of Japan Investor Relations
Association (Retired in June 2017)
April 2013 Member of the Investment Committee ofGovernment Pension Investment Fund (Retired inJune 2017)
June 2019 Outside Director of Mebuki Financial Group, Inc.
(Current position)
June 2020 Audit & Supervisory Board Member of theCompany
June 2021 Director of the Company (Current position)

Outside Director

Outside Director(Audit Committee Member)

Newly appointed

ONO Hiromichi(Audit Committee Member)

Reason forappointment

SEKIGUCHI Hiroyuki

Mr. ONO Hiromichi’s management capabilities, based on the broad
perspective and in-depth knowledge he developed as as an executive inthe food industry, and especially his management sense nurtured fromthe risk perspective at a finance division will greatly contribute to thepromotion and supervision of the Company’s management strategies.

Important concurrent Outside Director of the Mebuki Financial Group, Inc.
positions

Outside Director of AIG Japan Holdings KK

Corporate Executive Officer

Senior Managing
Corporate Executive
Officer

How We Create Value
Compass2030
Invisible Assets
Information Disclosure Basedon TCFD Recommendations

Corporate GovernanceCorporate Governance
Officer Remuneration System
Internal Control System
Compliance
Risk Management System

Reason forappointment

Mr. SEKIGUCHI Hiroyuki’s keen perception, deep discernment inapproaching the heart of matters, and great skills at presentation from theTV viewer’s perspective concerning the overall economy including energy
and sustainability, which he developed through his experience as a TV
journalist and senior commentator, will greatly contribute to the promotion
and supervision of the Company’s management strategies.

List of Executives
Messages from Outside Directors

Business Overview

Important concurrent None
positions

KIMOTO
KentaroSAWADA
SatoruGeneral Manager, Customer &Business Solutions Company

SASAYAMA
ShinichiCSO

KASUTANI
Toshihide

General Manager of Overseas
Operations Company

Senior Managing
HIGO
Executive
Takashi
Officers

Managing
Executive
Officers
Forreference

CEO’s Message

Financial Data

Executive Officers

Representative
Corporate Executive
UCHIDA Takashi
Officer, President andCEO
Representative
Corporate Executive
Officers,Vice
Presidents

Introduction

April 1979
Joined Japan Broadcasting Corporation
August 1987 Reporter in the Economics Section, News
Department of Japan Broadcasting Corporation(responsible for covering the Ministry ofTransport, Ministry of Finance, Ministry ofInternational Trade and Industry, distribution
companies, trading companies, the Bank ofJapan, the finance sector, etc.)
June 1998
Economics Section Deskman, News Department
of Japan Broadcasting Corporation
June 2001‘Economics Front Line’ Newscaster, News
Commentator, General Broadcasting
Administration of Japan Broadcasting
Corporation
April 2004
‘Business Compass’ Newscaster of Japan
Broadcasting Corporation
June 2007
Chief News Commentator of Japan Broadcasting
Corporation
June 2014
News Commentator Vice-chairperson of Japan
Broadcasting Corporation
April 2017
‘Ohayo Nippon/Oha Biz’ Newscaster ofJapan Broadcasting Corporation (responsible
for corporate strategy, energy affairs, green
innovation, corporate governance, growthstrategy, industrial policy, etc.)
January 2022 Retired from Japan Broadcasting Corporation
June 2022
Director of the Company (Current position)

From April 1, 2022, the Company will expanded the chief officer
structure to clarify their roles and implement internal and external
responses to management issues across the group.
(The title of CFO was previously introduced).
CEO: Chief Executive Officer
CSO: Chief Strategy Officer
CTO: Chief Technology Officer
CDO: Chief Digital Officer
CRO: Chief Risk Management Officer
CHRO: Chief Human Resources Officer
CIO: Chief Information Officer
CFO: Chief Financial Officer

Executive
Officers

CTO, CDO and Chief Executive of Digital
Innovation Div.
In charge of Secretary Dept., General
Administration Dept., Corporate Communications
Dept., Sustainability Dept., and Internal Audit
Dept.

OGAWA
Shinsuke

CRO, CHRO, and in charge of Corporate
Planning Dept. and Personnel Dept.

SHIGITANI
Ayumi

CIO,President, Representative Director of TOKYOGAS iNET CORP.

HOSOYA
Isao

President, Representative Director of Tokyo Gas
Asia Pte. Ltd.

TANAZAWA
Chief Executive of Energy Trading Company
Satoshi
SAITO
AkihiroCustomer & Business Solutions Company
Chief Executive of Residential Sales and Service
Div.

KONISHI
Yasuhiro

President, Representative Director of Tokyo Gas
Engineering Solutions Corporation

SATO
Hirofumi

CFO, In charge of Financial Management Dept.,
Accounting Dept., Purchasing Dept., andCompliance Dept.

Web Site

Investor Relations Website
Investors’ Guide (Financial
Data and Industry Data)

KADO Masayuki, ENDO Yo, SUGESAWA Nobuhiro,
TSUJI Eito, KURIMOTO Kazuya, KONISHI Masako,
TAKEUCHI Atsunori, MINAMI Taku, YAKABE Hisataka,
OHASHI Taro, NAKAMURA Hajime, MIURA Kazutaka,
MURAKOSHI Masaaki, SHIMIZU Seita

Financial Results
Presentation Materials
Financial Results Bulletin
Corporate Governance
ReportTokyo Gas Group Integrated Report 2022

56

Sustainability ReportMessages from Outside Directors

Contents
Introduction

Smooth communication
between Directors andExecutive Officers is
becoming ever more
important
Outside Director

TAKAMI KazunoriNew
appointment

I will be involved in the
Board of Directors’
meetings by keeping the“improvement of mediumto long-term corporate
value” as a criterion for
judging performance

CEO’s Message
How We Create Value
Compass2030
Invisible Assets
Information Disclosure Basedon TCFD Recommendations

Corporate GovernanceCorporate GovernanceOutside Director

Officer Remuneration System

SEKIGUCHI Hiroyuki

Internal Control System
Compliance
Risk Management System
List of Executives

Messages from Outside Directors

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Tokyo Gas has transitioned to a Company with a Nominating Committee, etc., drawing

I worked for the Japan Broadcasting Corporation (NHK) for 42 years as a television journalista clear line between its supervisory and executive functions, and making the Board of

mainly in the economic field, and concentrating on covering government agencies, trading

Directors to be mainly responsible for the supervisory functions. At the post-transition Board

companies and the financial industry. In the latter half of my career, as Senior Commentator I wasof Directors meetings, we monitor and oversee the executions, and make sure that eacha news anchor of various TV programs, focusing on private companies. In particular, I interviewed

business is progressing in line with the medium- to long-term management strategy. As an

many guests on the issues related to corporate governance, energy and the environment, andexample, I myself make deliberate efforts, such as changing what to ask. Those in charge

provided comments and proposals from the perspective of corporate management.

of execution also make thorough discussions before submitting the matters to the Board of

Having been appointed as an outside director, I am now in a position to apply thisDirectors meeting, where active, intensive discussions are taking place. We are still goingexperience in management. I feel a great responsibility and brace myself for the challenge.

through a process of trial and error, but I think we are definitely moving in a right direction.

I intend to use my knowledge and experience to fulfill my role as an outside director, while

Since assuming the position of outside director, I have been making a case for theimportance of working with a sense of speed. As we have transitioned to a Company with akeeping my eyes focused on various stakeholders.
Showing a vision is very important in terms of corporate governance. My impression

Nominating Committee, etc., quicker decision-making is becoming possible, followed by greaterof Tokyo Gas from outside through interviews, was a “company close to us” that is directly

authority in execution, accelerating the speed of business development. I also believe thatconnected with customers to support their daily lives and industries, and also a “company

communication between the supervising party and the executing party becomes increasinglythat takes on challenges” that leads the industry with a vision of new policies and newimportant. As an outside director, I intend to carefully communicate with those involved inbusinesses. The Tokyo Gas Group has recently laid out its new Management Philosophy. The

execution and firmly support their efforts while checking the direction they are heading.

importance of this Philosophy needs to be repeatedly promoted until each and every Group

The Board of Directors of Tokyo Gas is well diversified, with six of the nine directors
being outside directors who have a variety of skills and expertise. The Board carries out

Financial Data

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employee understands and incorporates it in their daily work.
The energy industry is undergoing a major transition. We are also facing the big challenge

a wide range of deep discussions. This fiscal year, the next medium-term managementof achieving both stable supply of energy and decarbonization. As an outside director, I willplan will be drawn up. Although the business environment is increasingly uncertain, wealways keep the “improvement of medium- to long-term corporate value” as a major criterion

will continue to engage in more active discussion at the Board meetings, with the aim offor gauging my own efforts, and oversee the Group’s efforts to achieve this goal, in addition

making the Tokyo Gas Group get closer to the vision set forth in its management vision

to encouraging those on the execution side to make the right, smart decisions and execute

Compass2030 and its desired future portfolio.

their business with confidence.

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ReportTokyo Gas Group Integrated Report 2022

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