Corporate governanceOutside director message

Business plans aimed

Board’s composition balanced

at operating the world’sand diverse; each member’s
expertise counts

Keiji Kimura

Tamaki Kakizaki

Outside Director

Outside Director,
Audit & Super visory Committee Member

Audit & Supervisory Committee relations
with internal audit department should be positive

workplace, so we will need to continue checking reports on the

Remuneration Advisory Committee and the Nomination Advisory

Japan Airport Terminal (JAT) launched its medium-term sustain-

Committee. Remuneration levels should be set based on results

Over a year has passed since JAT adopted a committee gover-steadily execute its objectives. But, if Japan is affected by anotherability plan in May 2023, and having specified material issues andof individual performance evaluations, while succession plansnance structure, which included the replacement of its former

pandemic or geopolitical risks, a flexible and speedy change in

key performance indicators, the plan is solid overall in my view.

ought to be incorporated into the nomination system.

Board of Auditors with the current Audit & Supervisory Commit-

direction may be required, and the Board must be able to handle

management must in future be reviewed by the Company’s

To ensure that it produces results, however, the Company will

When nominating directors, the diversity of members of thetee. I had served as an outside auditor before that transition, andthat. Therefore, I believe that one future role of the Board ofneed to effectively execute the plan with resolve. As the Compa-

Board of Directors must also be taken into consideration. In

based on my experience, relations between the auditors and the

Directors will be to make sure that the Company has in place

ny’s president, executive officers, managers, and employees

Japan, companies are focusing on appointing more women. In myinternal audit department were very positive.

operational structures capable of identifying signs of change andcarry out the measures of the plan, the Board of Directors has aview, however, diversity should be considered on an individual

The shared roles of auditors and audit departments of

responsibility to support and monitor the progress of theirlevel. We need diverse ideas and awareness that come from theJapanese corporations is complicated and often leads to friction.

efforts.

responding quickly.

In the case of this Company, however, the Internal Audit Depart-preferable for any board to be made up of members who havement provided support to the auditors on the Board of Auditors,

ties for discussing the Company’s future strategic direction. On

diverse ideas and awareness, regardless of their gender, national-

and both parties worked as a team to conduct audits. This

Diversity characterizes the composition of the Company’s Board

seeing the location after I had been appointed a director, I noticed

ity, or age. But, at the same time, people must be able to demon-cooperative relationship continued following the establishment

of Directors. Several outside directors have experience at airline

what a vast area it covers and recognized the possibilities forstrate good judgment based on their knowledge.

of the Audit & Supervisory Committee.

and railway companies that work with Japan Airport Terminal to

A management team made up of
diverse members

urban development at Haneda Airport. It is a very special place

For internal director positions, in particular, I would like theNow reports from the Internal Audit Department reach theoperate Haneda Airport. Directors serving on the Audit & Super-

with immeasurable potential, thanks to its well-designed

Company to focus more on hiring people with these specific

Board of Directors via the Audit & Supervisory Committee, andvisory Committee include a lawyer, an executive from thebuildings, huge site, and advanced infrastructure, including

qualities at the recruitment stage and then groom them forthis has made information sharing and decision-making fasterinsurance industry, and, in my case, a university professor.

connections to road and railway networks. Therefore, we should

management.

than ever.

Altogether, the composition of the Board, including the internal

Corporations that have adopted audit and supervisory

about how to enhance the operational management and mainte-

committees in Japan not only confirm irregularities and miscon-

Developing airports responsive tochangedirectors, is well-balanced and reflects the diverse backgroundsof its members.

duct through appropriate auditing, but also verify the soundness

In my experience, companies that operate smoothly under ato making it the world’s best airport. While it is not easy to

Having long been involved in urban development, I know thatof management decisions, specifically with respect to whether

properly functioning board also tend to have solid relations ofbalance corporate profitability and public interest, new business-such development projects cannot be completed within a shortopportunity losses for the company have been avoided, or

trust between the company head and outside officers.

es can motivate employees more than ever, and I believe that wetime. I believe this also applies to airport development. Based on

business opportunities have been missed by organizations andoutside directors can play a part in exploring such businesses.

my experience, when carrying out a project over a long timespan,plans.

being receptive to change is essential.

For example, the head of the company listens to the opinionsof the outside officers, takes notes, decides on what to do, andtakes action very soon. This attitude sets the tone within theearnings even when air travel had practically been shut downboard, and encourages internal directors and executive officers to

evolves, but since it is impossible to foresee every risk, it is essen-

during the three years of the pandemic. The Board of Directors

be receptive to motions from outside officers and act on them

For corporations, all management plans are integrated, includingtial to be ready to adapt when signs of change appear. With this in

discussed this issue and, in the process, gained a new apprecia-

quickly. The outside officers then will feel motivated to submit

those related to medium-term management, business, humanmind, I want our management to deepen engagement withtion for how risk management can be applied in corporate

more proposals, and the process will follow a virtuous circle.

resource development, initiatives related to the UN Sustainable

stakeholders, build momentum within the Company, and aim for

management and business development. Thus, the Company’s

The Company’s Board of Directors can create such a virtuous

Development Goals and to environmental, social, and governancebetter results with a clear vision, while paying close attention to

shift to a committee governance structure has facilitated its

circle by taking advantage of the diversity and varied expertise of(ESG) performance, as well as, in our case, medium-term sustain-changes in the operating environment.

evolution in positive ways.

its outside directors. Moreover, the Board can engage in morethorough discussions by having the heads of operational divisions

ability. Moreover, companies have an obligation to execute theseplans in the public interest.
Given this important responsibility, a company’s leader must

Equipping the Board to promptly
respond to change

give presentations on their medium- and long-term objectives.
The Board’s deliberations are much more dynamic than

The Company’s new medium-term sustainability plan was formu-

before, but I think that all officers—internal and external alike—with the plans. Likewise, our management is expected to fulfill its

lated in a relatively short time, but it is a very good plan. Never-can unite even more to steer management toward the Company’s

obligation to completely execute our medium-term business andtheless, we cannot talk about corporate sustainability without along-term vision of operating the world’s best airport.

sustainability plans in order to realize our vision for Japan Airport

medium- and long-term strategy, so I had hoped for more oppor-

Terminal in 2030.

tunities to discuss this in meetings of the Board of Directors.

Data

work together with management and employees to push ahead

From this perspective, I believe our criteria for evaluating

Corporate governanceWith this in mind, the Company explored ways to boost

Both risks and opportunities will arise over the years as society

Responsibilities, remuneration, anddiversity of directors

Materiality Initiatives

facilitate discussions and dialogues among directors and officers

Special Feature

unique backgrounds and experiences of individuals. Of course it is
I also believe that the Board should create opportuni-

nance of the airport, the Company’s primary business, with a view

63plan’s progress. For a plan like this, normally we would just have toMedium-term Business Plan

Outside directors can help enhance
an airport’s value

Value Creation Story

best airport

The future we seek

Messages from Outside Directors

The challenge is how to concretely implement the plan in theJapan Airport Terminal Report 2023

64

Corporate governanceCorporate governance structure

Organizations involved in corporate governance1

https://www.tokyo-airport-bldg.co.jp/en/ir/policy/governance.html

Number and types of members

15

1

Board ofDirectors

2

Audit &
Supervisory
Committee

3Nomination
Advisory
Committee

4

Remuneration
Advisory
Committee

3Company director

8Outside director

7

Outside director

36Company director

1

Outside director

56Company director

1

Outside director

5Company director

8

Organizational chart

5

General Meeting of Shareholders
14Nomination
Advisory Committee

Advisory

ReportBoard of Directors
Audit

Directors

Remuneration
Advisory Committee

2

Assignment of businessexecution responsibilities

Cooperation

Information
sharing andreportingInstructions

Internal audit

Sustainability Committee
Risk Management Committee

Executive Officers

Management supervisions

Consolidated subsidiaries

41
times

This committee monitors business operations as awhole and deliberates on basic policies and importantmatters related to business execution, based on
management policies set by the Board of Directors.

2

Financial auditing

Cooperation

Position in the
Company

Independent
Officer

Professional expertise and experience
Corporate
management

Finance /accounting

Legal affairs /compliance

Globalexperience

Safety &security

Real estate /facilities

Marketing/sales

Airports /aviation

●

●

●

●

●

●

●

●

●

Representative Director,

●

●

●

●

●

●

●

●

●

Hisayasu Suzuki Executive Vice President

Representative Director,

●

●

●

●

●

●

●

●

●

Representative Director,
Executive Vice President

●

●

●

●

●

●

●

●

●

Executive Vice
Kazuhito Tanaka Directors,
President

●

●

●

●

●

●

●

●

●

Yoko Koyama

Senior Managing Director,
Executive Officer

●

●

●

●

●

●

●

●

●

Takeshi Fujino

Senior Managing Director,
Executive Officer

●

●

●

●

●

●

●

●

●

Keishi Matsuda

Managing Director,
Executive Officer

●

●

●

●

●

●

●

●

●

Yoshiharu Ueki

Outside Director

●

●

●

●

●

●

●

●

●

Keiji Kimura

Outside Director

●

●

●

●

●

●

●

●

●

Ichiro Fukuzawa

Outside Director

●

●

●

●

●

●

●

●

●

Yukihiro Kawamata

Outside Director

●

●

●

●

●

●

●

●

●

Tamaki Kakizaki

Outside Director,
Audit & Supervisory
Committee Member

●

●

●

●

●

●

●

●

●

Ryoko Takeda

Outside Director,
Audit & Supervisory
Committee Member

●

●

●

●

●

●

●

●

●

Kenji Iwasaki

Outside Director,
Audit & Supervisory
Committee Member

●

●

●

●

●

●

●

●

●

Representative Director,
Chairman of the Board of
Directors & CEO

Nobuaki Yokota President & COO

Hiroshi OnishiMember of the Board ofJapan Airport Terminal Report 2023

Data

All business divisions and departments

2

times

This advisory committee to the Board of Directors wasestablished to deliberate on matters concerning the
remuneration of directors, and ensuring thetransparency, credibility, and objectivity of thatprocesses.

Corporate governanceInternal Audit
Department

Executive Committee
Group Management
Committee

1

times

The advisory committee to the Board of Directors was
set up to deliberate matters concerning the selection ofsenior managers and nomination of directors, and toensure the transparency, credibility, and objectivity ofthat process.

Skills matrix for officers

Isao Takashiro

Assistance

Chairman and Chief Executive Officer
President and Chief Operating Officer

65

Accounting auditor

NameSpecial Audit &Supervisory Officers

8times2The committee prepares audit reports, supervises theexecution of duties by directors, and decides on
proposals concerning officer remuneration, as well as
the selection and dismissal of directors and accounting
auditors.

Materiality Initiatives

Report5

Cooperation

Directors serving on the Audit &Supervisory Committee

Directions

The Board is responsible for supervising management
execution and making decisions concerning basic
management policies, matters subject to laws andregulations, and other important matters.

Notes: 1. Other important organizations are the Group Management Committee, Compliance Promotion Committee, Sustainability Committee, and Risk Management Committee.
2. The number of times since the Audit & Supervisory Committee was established effective June 24, 2022.
3. Special audit and supervisory officers attend meetings of both the Board of Directors and the Management Committee.

(excluding directors serving on the Audit &Supervisory Committee)

Compliance Promotion
Committee

13
times

15

Special audit &supervisory officers3

Appointment/
Dismissal

Appointment/Dismissal

Audit &
Supervisory
Committee

25

Executive officers

Role and objectives

Special Feature

Appointment/Dismissal

Executive
Committee

Meetings held
in FY2022

Medium-term Business Plan

URL for reference

The Audit & Supervisory Committee monitors the execution of duties
by directors to ensure that their actions are lawful and appropriate,
and that management is conducted in a transparent and soundmanner. This committee comprises three independent outside
directors, who attend meetings of the Board of Directors and otherimportant meetings.
Special Audit & Supervisory Officers are appointed to assist thecommittee and follow its directions in order to ensure that audit andsupervisory duties are performed effectively.
The Company has set up an internal control system encompassing
the Group as a whole, and has put in place systems to improve theeffectiveness and efficiency of business management. This ensures thecredibility of its financial reporting, and maintaining compliance withlaws and regulations relevant to business management.

Value Creation Story

The JAT Group is responsible for constructing, administering, assigningduties, and managing airport terminal buildings used by the generalpublic. From this standpoint, the Company recognizes the importanceof corporate governance in its management, and has worked to ensure
management transparency. Since its establishment, it has beenenhancing its corporate governance by means including theappointment of outside directors.
The Company’s Board of Directors is responsible for supervising
management execution and making decisions on basic management
policies, matters subject to laws and regulations, and other importantmatters. In principle, it meets once per month.
The Company adopted a committee governance structure on
gaining approval for this change at its 78th General Meeting of
Shareholders, held on June 24, 2022. Accordingly, its former Board ofAuditors was replaced by its current Audit & Supervisory Committee.

3

The future we seek

Corporate governance66

Corporate governance

Officer compensation plan●●routinely implements measures aimed at improving theperformance of the Board. A questionnaire format is used as themethod of evaluation, with responses submitted to a third-party
organization to ensure anonymity.

Directors evaluated: All 15 members of the Board of Directors (including those serving on the Audit &Supervisory Committee)
Evaluation method: Questionnaires

Performance-linked compensation system

Officer compensation plan

Effectiveness evaluation process

Questionnaire to
all Directors

Identification andrecognition ofissuesConsideration ofIssuesContinuous
Improvement

Category of Director

Fixed salary

The Company’s directors (excluding outside directors anddirectors serving on the Audit & Supervisory Committee) receive a
fixed salary and performance-linked compensation, set at levels
commensurate with the compensation levels of corporations ofsimilar size, and businesses operating in related industries.
Outside directors and directors serving on the Audit & Supervisory
Committee receive only a monthly fixed salary.
Performance-linked compensation is systematically calculated
based on progress in achieving targets set for performanceindicators, specifically consolidated operating revenues, operating
profit and loss, ordinary profit and loss, and profit and loss
attributable to owners of the parent. The performance indicators
are selected in such a way as will link the compensation toshareholder returns and the management strategies of theCompany’s medium-term business plan.
Performance-linked
compensation

Performance indicators●●

Evaluation for fiscal 2022

Those below rank of senior managing director●●

Operating revenues, operating profit and loss, ordinary
profit and loss, and profit and loss attributable to ownersof the parent, and progress in achieving individual targets

The results identified the need for fuller deliberation by the Board of medium- and long-term management strategies toraise enterprise value. This is especially necessary since the operating environment has become difficult to forecast due tothe impact of COVID-19 and other factors.

Outside directors, directors serving on the
Audit & Supervisory Committee●

Fiscal 2022 compensation-linked performance indicators

Fiscal 2023 tasks based on fiscal 2022 results

Training for directors

Operating loss

Ordinary loss

Loss attributable to owners of the parent

113,050

10,57912,0643,901

Compensation by category of officer in fiscal 2022
Officer category

Total amount ofcompensation(millions of yen)

Directors (excluding outside directors and directors
serving on the Audit & Supervisory Committee)

Breakdown of total compensation (millions of yen)

Number of officers

Fixed salary

Performance-linked
compensation

254

254

-

11

Directors serving on the Audit & Supervisory
Committee (excluding outside directors)

-

-

-

-

Audit & Supervisory Committee Members(excluding outside auditors)

9

9

-

2

Outside officer

58

58

-

9

Note regarding upper limit of total compensation.
The upper limit of the total annual compensation for 12 directors (including four outside directors and excluding directors serving on the Audit & Supervisory Committee) was set at ¥450
million (including ¥48 million for the outside directors) following approval at the 78th General Meeting of Shareholders held on June 24, 2022. The upper limit of the total annualcompensation for four directors serving on the Audit & Supervisory Committee was set at ¥80 million, following approval at the same meeting.
The Audit & Supervisory Committee replaced the former Board of Auditors following the Company’s adoption of a committee governance structure, approved at the 78th General
Meeting of Shareholders held on June 24, 2022. Prior to the adoption of this structure, the upper limit of total annual compensation for 15 directors (including four outside directors) had
been set at ¥450 million (including ¥48 million for the outside directors). This had been approved at the 73rd General Meeting of Shareholders on June 29, 2017. Meanwhile, the upper limitof total annual compensation for five members of the former Board of Auditors had been set at ¥80 million, following approval at the 74th General Meeting of Shareholders on June 27, 2018.

Corporate governanceIn fiscal 2022, experts from outside the Company wereinvited to lead in-house training sessions on sustainability
reporting for all directors, including outside directors.

Operating revenues

Materiality Initiatives

The results were positive overall with respect to the Board’s performance, composition, monitoring function, and otherpoints of evaluation, indicating that the Board, as a whole, performed effectively in fiscal 2022. The results also identified
points that might be improved in fiscal 2023, specifically the need to encourage free and open discussions, facilitate moreopinion sharing among outside officers, and regularly review the Group’s overall business portfolio.

The Company regularly provides opportunities for directors
to acquire needed expertise by participating in seminars
and other educational programs, and bears the costs forthese activities as is stipulated by its in-house rules. To
ensure that outside directors understand the Group’s
management principles and policies, business activities,
and organizations, the Company provides relevant
information whenever necessary.

Not applicableSpecial Feature

All excluding categories below

Operating revenues, operating profit and loss,
ordinary profit and loss, and profit and loss
attributable to owners of the parent

Medium-term Business Plan

As a basic policy, the Company sets levels of compensation for
directors, devises methods for determining those amounts, andensures the objectivity and transparency of the process. This it
does to provide directors with incentives to keep improving theCompany’s financial performance, over the medium to long term,
and to raise its enterprise value. Matters subject to this basic
policy are examined, deliberated, and decided by the Board,
following deliberation by the Remuneration Advisory Committee.
In addition, the compensation for individual members of the
Audit & Supervisory Committee are determined throughdiscussions held by the committee itself.

Value Creation Story

Since fiscal 2016, the Company has been assessing theeffectiveness of its Board of Directors through self-evaluations by
its members with a view to enhancing the Board’s performanceand, ultimately, raising its enterprise value. Based on the results ofthe evaluations, the Company considers issues to address and

The future we seek

Evaluating the Board’s effectiveness

Data

67

Japan Airport Terminal Report 2023

68

Corporate governance

Policy concerning cross-shareholdings

Assessing relevance of cross-shareholdings

Voting rights granted through cross-shareholdings
When deciding on whether to exercise voting rights granted
through cross-shareholdings, the Company considers the impact
of such actions on its financial performance, and whether theymight contribute to its sustainable growth and enterprise value
over the medium and long terms.
Number ofCompanies

Amount Recordedon Balance Sheet

Unlisted stocks

15¥ 4,852 million

Stocks other thanunlisted stock9¥ 5,072 million

Basic approach to information disclosure
On behalf of the JAT Group, the Company discloses information inaccordance with all relevant laws in Japan, including the
Corporation Law and the Financial Instruments and Exchange Law,as well as with rules regarding timely disclosure of financial
information, as stipulated in the Tokyo Stock Exchange’s
regulations for listed securities.
Pursuant to these regulations, the Company will promptly
disclose details of any decisions, incidents, or finance-related

Fiscal 2022 events
Financial results presentations
The Company holds presentations for shareholders and investors
twice a year to announce its interim and fiscal year-end
consolidated financial results, and provide clear explanations of its
management policies and growth strategies.

Policy on takeover bids (excerpt)
Anti-takeover policy

The full text of the Continuation of Countermeasures to Large-Scale Purchases of Japan Airport Terminal Co., Ltd. Shares (Takeover Defense Measures) can be found at

Presentation held on May 18, 2023

The interim financial results were presented on November 18, 2022
Fiscal year-end financial results were presented on May 18, 2023

Presenters• Chairman and chief executive officer• President and chief operating officer• Executive vice presidents• Senior managing directors, etc.

Information
disclosed

Presentation materials, transcripts, and Q&A materials are available
on the Company’s website(please refer to website address below)

ReportingsystemRelevant information is reported to the Board of Directors andExecutive Committee

Other investor relations activities
In fiscal 2022, about 160 meetings were held for investors,
including small meetings with the president and COO, andindividual meetings concerning compliance with a senior managing
director.

Main topics of the meetings• Assessment of operating environment, including impact of various government policies and domestic and global economic trends,
airline passenger numbers, and identified risks• Operating results, including performance of each business, measures to address labor shortages and rising prices, and the policy
on shareholder returns• Medium-term business plan, including changes in the operating environment, objectives, strategic direction, performanceindicators, and investments• ESG-related issues, including decarbonization measures, human capital, officer remuneration system, and the ratio of independent
directors on the Board

Corporate governancehttps://www.tokyo-airport-bldg.co.jp/files/ir/000013237.pdf (Japanese only).

アタリ

Presentations

Materiality Initiatives

disclosed beforehand, for the purpose of assisting shareholders inmaking their decision.
Moreover, to prevent a hostile takeover that could decrease
the Company’s enterprise value and run counter to the common
interests of shareholders, the Company may demand answers topertinent questions from the party attempting a takeover, as wellas improvements to its takeover bid, or it may secure
opportunities for shareholders to be presented with alternative
proposals that benefit their interests.
Finally, the Company may deem it necessary to take measuresagainst a takeover attempt that does not comply with rules
concerning such an action, in order to maintain its enterprise value
and protect the interests of its shareholders.

A hybrid format including live streaming was used at an onsite
meeting to present results for the fiscal year ended March 31,
2023. It was attended by members of institutional investors andanalysts from securities firms.

Special Feature

In the event a party attempts to acquire a controlling stake in the
Company, the final decision on whether to accept or reject thisaction is left to the Company’s shareholders. Further, if theattempt to acquire the controlling stake occurs unexpectedly, toprepare shareholders to quickly make an appropriate decision withrespect to the acquisition’s impact on their common interests andthe Company’s enterprise value, both the acquiring party and theCompany’s Board of Directors will be required to provide relevant
and sufficient information regarding the impact of the acquisitionon the Company, as well as details of management policies andbusiness plans if the acquiring party intends to be involved in the
management of the Company. The Board of Directors shall assist
shareholders in deciding by investigating the acquisition andpresenting the results to the Board.
Thus, if a party attempts to acquire a controlling stake in the
Company, it must provide the Company’s Board in advance with
the necessary and sufficient information about the intended
acquisition. This is stipulated in the rules set by the Company andresults that could significantly impact the decisions by investors,
and for matters not subject to these regulations, the Company willproactively disclose information that it deems to be important or
useful for investors. To enhance its engagement with shareholders
and investors, the Company will work to improve the breadth andquality of its information disclosure.

Medium-term Business Plan

Every year, the Board of Directors reviews the relevance of theCompany’s cross-shareholdings by examining quantitative results,
such as transaction amounts, dividends received, as well as
qualitative factors, including the purpose of holding shares of its
business partners.

Shareholder and investor relations

Value Creation Story

As a matter of policy, the Company holds shares issued by othercompanies for purposes other than investment. This is done
specifically to maintain medium- and long-term business
partnerships that can expand business and generate synergies, if it
is deemed that such ownership will raise the Company’s enterprisevalue and benefit shareholders.

The future we seek

Cross-shareholdings

Please refer to the Company’s website for various disclosure materials for investors, including presentations of financial results.

https://www.tokyo-airport-bldg.co.jp/en/ir/

Data

69

Japan Airport Terminal Report 2023

70

Corporate governance

Representative Director, Chairman of
the Board of Directors & CEO

Representative Director,
President & COO

Representative Director,
Executive Vice President

OutsideOutsideOutside Director

Outside Director

Outside Director

Isao Takashiro

Nobuaki Yokota

Hisayasu Suzuki

Yoshiharu Ueki

Keiji Kimura

Ichiro Fukuzawa

Attendance at Boardof Directors’ meetings

June 2016

Joined the Company
Senior Managing Director
Representative Director and Executive Vice President
Representative Director and President
Representative Director, President and Executive
Officer
Representative Director, Chairman & CEO (current
position)[Responsibilities]

Attendance at Boardof Directors’ meetings

13/13

Attendance at Boardof Directors’ meetings

13/13

Attendance at Boardof Directors’ meetings

12/13[Past experience, positions][Past experience, positions][Past experience, positions][Past experience, positions][Past experience, positions]

April 1974
April 2009
June 2011
June 2014

April 1975

June 1975
Joined Japan Airlines Co., Ltd.
December 2010 Senior Managing Executive Officer, Japan Airlines
International Co., Ltd.
April 2011
Senior Managing Executive Officer, Japan Airlines Co.,Ltd.
February 2012 Representative Director, President, Japan Airlines Co.,Ltd.
April 2018
Representative Director, Chairman, Japan Airlines Co.,Ltd.
June 2018
Outside Director, the Company (current position)
April 2020
Director, Chairman, Japan Airlines Co., Ltd. (current
position)

May 1970
June 2005

October 1989
June 2019[Significant concurrent positions]

June 2019

June 2015
May 2016
June 2016

Chairman of the Board of Directors
Chairman of the Executive Strategy Meeting

Attendance at Boardof Directors’ meetings

13/13

OutsideJoined the Company
Managing Director and Executive Officer
Senior Managing Director and Executive Officer
Member of the Board of Directors, Executive Vice
President and Executive Officer
Representative Director, Executive Vice President andExecutive Officer
Chairperson, All Japan Airport Terminal Association(currently The All Japan Airport Association, Inc.)(current position)
Representative Director, President and Executive
Officer & COO (current position)

July 2006
July 2009
January 2013
January 2014
June 2014
June 2015
June 2023[Responsibilities][Responsibilities]

Director, Chairman, Japan Airlines Co., Ltd.

Chief Operations Director
Public Relations Management

April 2011
June 2016
April 2017
June 2017
June 2018
June 2019

Joined Mitsubishi Estate Co., Ltd.
President & Representative Director, Mitsubishi EstateCo., Ltd.
Chairman & Representative Director, Mitsubishi EstateCo., Ltd.
Chairman of the Board, Mitsubishi Estate Co., Ltd.
Director, Mitsubishi Estate Co., Ltd.
Senior Advisor, Mitsubishi Estate Co., Ltd. (current
position)
Outside Director, Matsumotokiyoshi Holdings Co., Ltd.
(currently MatsukiyoCocokara & Co.) (current position)
Chairperson, Japan Building Owners & Managers
Association (current position)
Outside Director, the Company (current position)

Senior Advisor, Mitsubishi Estate Co., Ltd.
Outside Director, MatsukiyoCocokara & Co.
Chairperson, Japan Building Owners & Managers Association

Outside Director, SAN-AI OBBLI CO., LTD.

April 2021
April 2022
April 2022
June 2022[Significant concurrent positions]Representative Director and Executive Vice President,
ANA HOLDINGS INC.
Representative Director and Executive Vice President,
ALL NIPPON AIRWAYS CO., LTD.

[Significant concurrent positions][Significant concurrent positions]

April 2020

Joined ALL NIPPON AIRWAYS CO., LTD.
Member of the Board of Directors and Deputy
Executive Officer, ANA HOLDINGS INC.
Member of the Board of Directors and Executive
Officer, ANA HOLDINGS INC.
Member of the Board of Directors and Senior Executive
Officer, ANA HOLDINGS INC.
Representative Director and Executive Vice President,
ANA HOLDINGS INC. (current position)
Representative Director and Executive Vice President,
ALL NIPPON AIRWAYS CO., LTD. (current position)
Outside Director, the Company (current position)[Significant concurrent positions]* Attendance since taking office June 24, 2022

Chairman, The All Japan Airport Association, Inc.

New appointment

OutsideIndependent

OutsideIndependent

OutsideIndependent

Representative Director,
Executive Vice President

Member of the Board of Directors,
Executive Vice President

Senior Managing Director,
Executive Officer

Outside Director

Outside Director,
Audit & Supervisory Committee Member

Outside Director,
Audit & Supervisory Committee Member

Hiroshi Onishi

Kazuhito Tanaka

Yoko Koyama

Yukihiro Kawamata

Tamaki Kakizaki

Ryoko Takeda

Attendance at Board of Directors’ meetings 13/13
Attendance at Boardof Directors’ meetings

Attendance at Boardof Directors’ meetings

13/13

Attendance at Boardof Directors’ meetings

13/13

Attendance at Board of Auditors’ meetings

4/4

Attendance at Board of Directors’ meetings[Past experience, positions][Past experience, positions][Past experience, positions][Past experience, positions][Past experience, positions]

April 1979
June 2009

April 1987
June 2011

April 1992
June 2013

April 1986
June 2016
June 2019

April 2009

April 1998

Chief Operations Director
Chairman of the JAT Group CS Promotion Committee
Passenger Terminal Operation Management
Management of General Affairs Group

July 2014

June 2015
June 2020
June 2023

July 2014

June 2016
July 2017
August 2017
April 2019
July 2019[Responsibilities]

Management of Corporate Planning GroupManagement of Business Development Department
Management of Sustainability

June 2020
June 2023

Joined the Company
Executive Officer and Vice President, Corporate Planning
Division, Corporate Planning Department
Executive Officer; Vice President, Corporate Planning Division,
Corporate Planning Department; and Vice President, Business
Planning Division
Managing Executive Officer and Deputy Senior Vice President,
Corporate Planning Department
Managing Executive Officer and Deputy Senior Vice President,
Business Development Department
Outside Director, Haneda Mirai Kaihatsu Co., Ltd. (current
position)
Outside Director, Kyushu Kumamoto International Airport Co.,
Ltd. (current position)
Managing Executive Officer; Deputy Senior Vice President,
Business Development Department; and Deputy Senior Vice
President, Passenger Terminal Operation Department (in chargeof Facility Planning Office / Tokyo Olympic & Paralympic Games
Promotion Office)Managing Director and Executive Officer
Senior Managing Director and Executive Officer (current
position)

April 2022
June 2023

Joined Keikyu Corporation
Director, Keikyu Corporation
Director, Managing Executive Officer, Keikyu
Corporation
Representative Director, President and Executive
Officer, Keikyu Corporation (current position)
Outside Director, the Company (current position)[Significant concurrent positions]

April 2012
April 2014
June 2016
June 2016
June 2017

Representative Director, President and Executive Officer,
Keikyu Corporation

June 2020
June 2021
June 2023

Professor, Graduate School of Law (Professional
Graduate School), Toyo University
Professor, Graduate School of International Social
Sciences, YOKOHAMA National University
Professor, School of Law, Meiji University (current
position)
Outside Director, Eisai Co., Ltd.
Outside Director, Mitsubishi Shokuhin Co., Ltd. (current
position)
Outside Audit & Supervisory Board Member, theCompany(Independent) Outside Director, Keikyu Corporation(current position)
Outside Director, The Akita Bank, Ltd. (current position)
Outside Director, the Company (Audit & Supervisory
Board Member) (current position)[Significant concurrent positions][Significant concurrent positions]

Professor, School of Law, Meiji University
Outside Director, Mitsubishi Shokuhin Co., Ltd.
Outside Director, Keikyu Corporation
Outside Director, The Akita Bank, Ltd.

[Responsibilities]

Parter lawyer, City-Yuwa Partners
Councilor, International Civil and Commercial Law Center
External Audit & Supervisory Board Member (part-time),
ALCONIX CORPORATION
Outside Director, DKK Co., Ltd.
Extramural Director, Komazawa University of Educational
Corporation

Senior Vice President, Business Development Department
Senior Vice President, Passenger Terminal Operation Department (in charge ofFacility Management)
Special Executive Assistant to the President[Significant concurrent positions]

Outside Director, KOMATSU MATERE Co., Ltd.

Registered as a lawyer and joined Nishimura Sogo law
firm (now Nishimura & Asahi)
December 2014 Special Counsel, City-Yuwa Partners
February 2016 Certified as a Certified Fraud Examiner (CFE)
June 2017
Councilor, International Civil and Commercial Law
Center (current position)
June 2020
External Audit & Supervisory Board Member(part-time) ALCONIX CORPORATION (current position)
June 2021
Outside Director, DKK Co., Ltd. (current position)
June 2022
Substitute Director, the Company(Audit & Supervisory
Board Member)
November 2022 Outside Director, the Company(Audit & Supervisory
Board Member) (current position)
January 2023 Partner lawyer, City-Yuwa Partners (current position)
March 2023
Extramural Director, Komazawa University of
Educational Corporation(current position)[Significant concurrent positions]

Outside Director, Haneda Mirai Kaihatsu Co., Ltd.
Outside Director, Kyushu Kumamoto International Airport Co., Ltd.

New appointment

New appointment

New appointment

Senior Managing Director,
Executive Officer

Managing Director,
Executive Officer

Outside Director,
Audit & Supervisory Committee Member

Takeshi Fujino

Keishi Matsuda

Kenji Iwasaki[Past experience, positions]

April 1991
June 2013

April 1994
June 2019

June 2020

June 2021

June 2022[Responsibilities]

Senior Vice President, Business Development Department (in chargeof New Business)
Senior Vice President, Passenger Terminal Operation Department(in charge of Retail Sales)
Special Executive Assistant to the President

71

June 2020

June 2022

June 2023

Joined the Company
Executive Officer; General Manager, Corporate
Planning Group, Planning & Administration
Department; Vice President, Business Reform Office;Vice President, Facility Planning Office / Tokyo Olympic& Paralympic Games Promotion Office, Facility
Management Group, Passenger Terminal Operation
Department
Executive Officer; General Manager, Corporate
Planning Group, Planning & Administration
Department; General Manager, Facility Management
Group, Passenger Terminal Operation Department;
Vice President, Facility Planning Office / Tokyo Olympic& Paralympic Games Promotion Office
Executive Officer; General Manager, Corporate
Planning Group, Planning & Administration
Department; Vice President, Facility Planning Office;General Manager, Business Development Department
Managing Director and Executive Officer (current
position)[Responsibilities]

Deputy Senior Vice President, Corporate Planning Group
Deputy Senior Vice President, Business Development Department
Special Executive Assistant to the President

Independent[Past experience, positions]
April 1978
June 2010
April 2014
April 2017

June 2017
June 2018
June 2022
June 2023

Joined Tokio Marine & Fire Insurance Co., Ltd.
Managing Director, Tokio Marine & Nichido Fire
Insurance Co., Ltd.
Senior Managing Director, Tokio Marine & Nichido Fire
Insurance Co., Ltd.
Executive Vice President, Tokio Marine & Nichido Fire
Insurance Co., Ltd.
Vice President Executive Officer, Tokio Marine
Holdings, Inc.
Executive Vice President, Tokio Marine & Nichido Fire
Insurance Co., Ltd.
Executive Vice President, Tokio Marine Holdings, Inc.
Executive Director, The General Insurance Associationof Japan
Outside Director, SOHGO SECURITY SERVICES CO., LTD.
(current position)
Outside Director, the Company (Audit & Supervisory
Board Member) (current position)[Significant concurrent positions]

Outside Director, SOHGO SECURITY SERVICES CO., LTD.

Outside directors
7 persons(47%)

Female directors

3 persons(20%)

Directors bygenderComposition of
directors(Total 15 persons)(Total 15 persons)

Data

June 2023

Joined the Company
Executive Officer and Vice President, International Terminal
Business Department
Managing Executive Officer, Deputy Senior Vice President,
Operation Department
Chief Managing Executive Officer; Deputy Senior Vice
President, Passenger Terminal Operation Department; Deputy
Senior Vice President, Business Development Department
Chief Managing Executive Officer in charge of Business
Promotion Office; Deputy Senior Vice President, Business
Development Department; Deputy Senior Vice President,
Passenger Terminal Operation Department
Chief Managing Executive Officer in charge of Business
Promotion Office; Deputy Senior Vice President, Business
Development Department (in charge of New Business);
Deputy Senior Vice President, Passenger Terminal Operation
Department (in charge of Retail Sales)
Senior Managing Director and Executive Officer (current
position)

OutsideCorporate governance[Past experience, positions]

June 2016* Attendance since taking office November 1, 2022

Materiality Initiatives[Responsibilities]

June 2013

Joined the Company
Executive Officer and Vice President, Corporate
Planning Division, Corporate Planning Department
Managing Executive Officer and Vice President,
Corporate Planning Division, Corporate Planning
Department
Managing Executive Officer; Deputy Senior Vice
President, Corporate Planning Department; andDeputy Senior Vice President, Administration
Department
Managing Director and Executive Officer
Senior Managing Director and Executive Officer
Member of the Board of Directors, Executive Vice
President and Executive Officer (current position)

Special Feature[Past experience, positions]
Joined Isetan Co., Ltd.
Representative Director, President and Executive
Officer, Isetan Co., Ltd.
June 2010
Director, Isetan Mitsukoshi Holdings Ltd.
April 2011
President, Representative Director, Executive Officer,
Isetan Mitsukoshi Ltd.
February 2012 Representative Director, President and Executive
Officer, Isetan Mitsukoshi Holdings Ltd.
April 2017
Director, Isetan Mitsukoshi Holdings Ltd.
July 2017
Special Adviser, the Company
June 2018
Member of the Board of Directors, Executive Vice
President and Executive Officer, the Company
June 2021
Outside Director, KOMATSU MATERE Co., Ltd. (current
position)
June 2023
Representative Director, Executive Vice President andExecutive Officer (current position)

5/5

Attendance at Audit and Supervisory Committee 5/5*

Attendance at Audit and Supervisory Committee 8/8

13/13

Medium-term Business Plan

Chairman of the Executive Committee
Chairman of the Business Management Committee
Chairman of the Group Management Committee
Chairman of the Compliance Promotion Committee
Chairman of the Sustainability Committee
Chairman of the Risk Management Committee

Joined the Ministry of Transport (currently the Ministryof Land, Infrastructure, Transport and Tourism)
Director-General, Civil Aviation Bureau, the Ministry ofLand, Infrastructure, Transport and Tourism
Commandant, the Japan Coast Guard
Full-time Adviser, the Company
Senior Executive Officer
Member of the Board of Directors, Executive Vice
President and Executive Officer
Representative Director, Executive Vice President andExecutive Officer (current position)
Outside Director, SAN-AI OBBLI CO., LTD.(current
position)

10/10*

Value Creation Story

April 1968
June 2001
April 2003
April 2005
April 2009

Attendance at Boardof Directors’ meetings

13/13[Past experience, positions]

Independent

The future we seek

Executive Team

Company
directors

8 persons(53%)

Male directors

12 persons(80%)

Japan Airport Terminal Report 2023

72