TOKYO GAS ANNUAL REPORT 2018

Corporate GovernanceTokyo Gas works to ensure continued development while consistently earning the trust ofcustomers,shareholders, and society.
Based on this philosophy, we aim to achieve a continuous increase in our corporate value throughenhancing corporate governance systems. We are endeavoring to develop systems with a commitment tomanagement legality, soundness, and transparency. Tokyo Gas continues to emphasize the importanceof accurate and prompt decision making, efficient business operations, strengthening of auditing andmonitoring functions, and clarification of management and executive responsibilities.

Board of Directors
In principle, the Board of Directors meets once a month todiscuss and decide important matters regarding business
operations. Directors must submit reports to the Board of
Directors regarding the status of execution of their duties
periodically and when deemed necessary, allowing theBoard to monitor the performance of directors.
The Board of Directors comprises 8 directors, 3 of whom
are outside directors. In addition, the term of directors is
set at one year with the goal of further clarifying managerial
responsibility.

of the company’s business execution and of the deliberations
and decisions of the Board of Directors.
In making judgments about matters related to the
independence of outside officers, such as capital,transactions, and relationships, we comprehensively verify
that they are unlikely to have conflicts of interest with generalshareholders and they are in a position that enables them tobe objective and neutral, and on that basis we make a
judgment on their independence. (The company discloses the
Independence Standards for Outside Directors on its website:
www.tokyo-gas.co.jp/IR/english/gvnnc/pdf/independence.
pdf) The Advisory Committee has confirmed that none of theoutside officers has a material conflict of interest with thecompany—in regard to capital, transactions,or
relationships—and has confirmed their independence inaccordance with the above standards. The committee’s
decision has been reported to the Board of Directors, which
has designated them as independent officers and reported
that designation to the stock exchanges on which thecompany is listed.

Outside Directors
In accordance with their individual experience andknowledge,the outside directors strive to secure thesoundness and appropriateness of deliberations anddecisions regarding business execution. From an independent
viewpoint, the outside directors monitor the performance of
duties by the directors and exercise their authority at meetingsof the Board of Directors. In this way, the outside directors
contribute to the improvement of the rationality and objectivity

Corporate Governance System

Tokyo Gas Co., Ltd.
General Shareholders’ Meeting
Appointment

Board of Directors*1

ReportAppointment

Collaboration

ReportAudit,
etc.

Internal Audit Department

Independent Auditors

ReportAudit & Supervisory Board*3

Supervise and approval
Appointment

Report and propose

Collaboration

Collaboration

Audit
Audit

Report and propose

President and CEO
Corporate Executive Committee*4

Committees to address
important management issues

Investment Evaluation Committee(ethics, safety, customer satisfaction, etc.)
ManageAudit

Advisory Committee*2

ReportManage andapproval

Report and submit
for deliberation

Business Departments
Manage and approval

Report and request approval

Subsidiaries*1 Board of Directors: 8 directors (3 outside directors and 5 inside directors), 5 Audit & Supervisory Board members (3 outside auditors and 2 inside auditors)*2 Advisory Committee: 2 outside directors, 1 outside Audit & Supervisory Board member, Chairman(1), President and Representative Director and CEO(1)*3 Audit & Supervisory Board: 5 Audit & Supervisory Board members (3 outside auditors and 2 inside auditors)*4 Corporate Executive Committee: President and CEO(1), 2 Executive Vice Presidents, 2 Senior Managing Executive Officer, and 6 Senior Executive Officers (3 ofthe representative directors also serve as President and CEO and Executive Vice Presidents)

37

Introduction

Progress in Governance Composition of the Board of Directors

2002
Directors

OutsideDirectors

Directors

3

2

9

3
InsideDirectors

5

Audit &
Supervisory
Board members

OutsideDirectors

3

2

Message2

2018

Audit &
Supervisory
Board members

InsideDirectors

Business overview

FY2017 Analysis and Evaluation of Effectiveness of theBoard of Directors
To maintain and enhance effectiveness of the Board of
Directors, the Board analyzed and evaluated its effectivenessOverall image after
full deregulationby having each of its directors complete a questionnairebased self-evaluation. The Board then held discussions andexchanged opinions based on the outcome of those selfevaluations.
The results of the questionnaire and subsequent discussions
were as follows. It was found that that Board’s decisionmaking and supervisory functions are being sufficiently
guaranteed. In particular, it was recognized by all that theBoard’s effectiveness had improved significantly as a result of
improvements made in terms of operational aspects, owing to
the April 2017 revision of the Board of Directors Regulations.
At the same time, it was also agreed that ceaseless efforts are
required in order to further increase the Board’s effectivenessin the future, such as by seeking to improve and enhance
discussions by reviewing the times at which Board meetings
are held, and to enhance the Board’s relationship withexecutive officers (for example, by expanding the list of
attendees at Board meetings to include executive officers,
and increasing supervisory patrols by directors to inspect thestate of execution of duties.)

GPS2020

Realizing Accurate and Rapid Decision Making, andEfficient Business Execution
The Corporate Executive Committee, which meets weekly asa general rule, deliberates on provisions stemming from Boardof Directors’ resolutions and important management-related
issues. The company has introduced an executive officer
system for business execution in accordance with decisionsof the Board of Directors. Substantial authority has beendelegated to executive officers in their designated areas of
responsibility, while directors, as appropriate, receive reportson the status of execution from executive officers and monitor
the executive officers. In addition, executive officers report to
the Board of Directors as needed. (To clarify management
responsibility and executive responsibility, the terms of office of
directors and executive officers have been fixed at one year.)

Overview of Corporate Governance System (As of June 28, 2018)

Average age of directors

62.5

Participation of outside directors and outside
audit & supervisory board members in selecting
director candidates

Yes

Number of meetings of Board of Directors*

13

3

Attendance rate of outside directors at
meetings of Board of Directors*

Number of Audit & Supervisory Board members

5

Term of office of directors

Number of outside Audit & Supervisory Board
members3

Performance-linked remuneration

Yes

Number of independent officers

6

Share purchase system to reflect theperspective of shareholders in management

Yes

One year* Total for the period from April 2017 to March 2018

Working to Promote Transparent Management and Create a Flexible and Open Corporate Culture
We have established in-house committees—such as theManagement Ethics Committee, chaired by the President
and CEO—to address issues that are important from amanagement perspective, such as compliance, safety,

customer satisfaction, and risk management. This
structure facilitates the sharing of information within thegroup, as well as deliberations and adjustments regarding
the group’s overall direction.

Financial data

Participation of outside directors / outside Audit & Supervisory Yes
Board members in determination of remuneration

97.4%

Invisible assets

Number of outside directors

Corporate governance

8

Number of directors

38

TOKYO GAS ANNUAL REPORT 2018

Corporate Governance

Audit & Supervisory Board Members

Officer Remuneration

The Audit & Supervisory Board members meet once a month
as a general rule and otherwise as needed. The 5 members of
the board, which include 3 outside Audit & Supervisory Board
members, conduct deliberations and make reports.
In line with the Corporate Auditor’s Audit Standards, each
Audit & Supervisory Board member conducts effective
audits through the following principal initiatives.

In 2005, the company formulated the basic policy on officer
remuneration, which outlines the method of remuneration for
directors, etc. At a meeting of the Board of Directors in
February 2012, the policy was revised as follows.

The Audit & Supervisory Board members attend meetings ofthe Board of Directors, the Corporate Executive Committee,
and other important meetings. They state their opinions
relating to legality and other perspectives when necessary.

The Audit & Supervisory Board members conduct research
into the state of operations at the head office, businessoffices, and subsidiaries and hold discussions withrepresentative directors to exchange opinions, both on aregular basis and otherwise as needed.

In regard to the internal control system for financial reporting,
the Audit & Supervisory Board members receive evaluations ofinternal control and reports on the status of audits from theBoard of Directors, etc., and KPMG AZSA LLC.

Outside Audit & Supervisory Board Members
The outside Audit & Supervisory Board members conduct audits
monitoring from an independent viewpoint and contribute toimproving the rationality and objectivity of the company’sbusiness execution and of the deliberations of the Board of
Directors through their statements at meetings of the Board of
Directors. In addition, through their statements and the exerciseof their majority voting rights at meetings of the Audit &Supervisory Board, the outside Audit & Supervisory Board
members contribute to assuring and improving the legality,
appropriateness, rationality, and objectivity of the audits by the
Audit & Supervisory Board members. In addition, with theobjective of assuring the effectiveness of audits by the Audit &Supervisory Board members, the company invites outside Audit& Supervisory Board members who have a substantial degree ofknowledge about finance and accounting.
In making judgments about matters related to the independenceof outside officers, such as capital, transactions, and relationships,
we comprehensively verify that they are unlikely to have conflictsof interest with general shareholders and they are in a position thatenables them to be objective and neutral, and on that basis we
make a judgment on their independence. The Advisory Committee
has confirmed that none of the outside officers has a materialinterest with the company—in regard to capital, transactions,or
relationships—and has confirmed their independence inaccordance with the above standards. The committee’s decision
has been reported to the Board of Directors, which has designatedthem as independent officers and reported that designation to thestock exchanges on which the company is listed.

39

1 Role of Officers and Remuneration
The role demanded of officers is to seek to enhance short-,
medium-, and long-term corporate value, and officer remuneration
shall serve as an effective incentive for them to perform that role.
2 Level of Remuneration
The level of officer remuneration shall be suitable for the role,
responsibility, and performance of the officer.
3 Composition and Other Details of Remuneration Paid
to Directors(1) Remuneration of directors shall be paid within the scopeof the remuneration limit approved at the General
Shareholders’ Meeting.
(2) Remuneration of inside directors shall comprise monthly
remuneration and bonus. Monthly remuneration shallcomprise fixed remuneration paid in accordance with thepost of each individual and performance-linked
remuneration.
A portion of fixed remuneration shall be allocated to thepurchase of shares based on a share-purchase guideline
and from the standpoints of reflecting the perspectives ofshareholders on management and improving shareholder
value over the long term. The amount of performance-linked
remuneration shall be determined after evaluatingcompanywide performance and performance of operating
units from the standpoints of motivating inside directors to
execute management strategies and reflecting theirperformance clearly in their remuneration. The amount ofbonus to be paid shall be determined in accordance with thepost of each inside director after performance evaluation.
(3) Remuneration of outside directors shall comprise monthly
remuneration and bonus. Monthly remuneration shallcomprise only fixed remuneration, while bonus shall be thesame as that of inside directors.
4 Composition and Other Details of Remuneration Paid to
Audit & Supervisory Board Members(1) Remuneration of Audit & Supervisory Board members
shall be paid within the scope of the remuneration limit
approved at the General Shareholders’ Meeting anddetermined through discussions among Audit & Supervisory
Board members.
(2) Remuneration of Audit & Supervisory Board members
shall comprise only fixed monthly remuneration.

Introduction
Message
GPS2020
Overall image after
full deregulation
Business overview

Remuneration for directors(excluding outside directors)

Remuneration for Audit & Supervisory
Board members
Performance-linked
remuneration* Monthly remuneration of outside
directors are fixed remuneration
only.

Number of
officers*1

Total value of
remuneration

Base

Bonuses

10¥464 million¥386 million¥78 million

3¥74 million¥74 million

7¥66 million¥58 million(excluding outside Audit & Supervisory Board members)

Remuneration for outside officers(outside directors and outside Audit & Supervisory Board
members)

Financial data

Fixed
remuneration

Total Remuneration for Directors and Audit & Supervisory Board Members (Fiscal 2017)

Invisible assets

Composition of
Remuneration for Directors

Corporate governance

5 Assurance of Objectivity and Transparency of theRemuneration System
The company shall assure the objectivity and transparency ofthe system of officer remuneration by establishing andoperating the Advisory Committee comprising a number ofoutside directors, outside Audit & Supervisory Board
members, and inside directors to govern the system of
personnel affairs and remuneration of officers.

¥8 million*The number of officers included in the total value of remuneration for directors, Audit & Supervisory Board members, and outside officers includes two
directors and two Audit & Supervisory Board members (of whom one was an outside auditor) who retired upon the conclusion of the 217th Annual
Shareholders’ Meeting.

40

TOKYO GAS ANNUAL REPORT 2018

Corporate Governance
Advisory Committee

Compliance

In February 2005, we established the Advisory Committee toassure objectiveness and transparency in management. The
committee has up to five members, consisting of the
Chairman, the President and CEO, and up to three directors
selected by the Board of Directors; with over half of its
membership consisting of outside directors, and thecommittee chairman also being an outside director.

Compliance Structure
The company has identified the following three points as its
basic policy and is promoting compliance on that basis.

Advisory Committee Membership (as of June 28, 2018)
Committee
chairmanCommittee
members

Compliance efforts through coordination among
divisions based on the fundamental policy
Promotion of the compliance PDCA cycle

Akihiko Ide (Outside Director)
Yoshinori Katori (Outside Director)
Yoshihiko Morita (Outside Audit & Supervisory Board Member)Michiaki Hirose (Director, Chairman)
Takashi Uchida (Representative Director, President and CEO)In accordance with inquiries from the Board of Directors,
the Advisory Committee deliberates on officer candidates
and officer remuneration in a fair and appropriate mannerand makes reports to the Board of Directors. The
committee also deliberates on the independence of outside
officer candidates.

Internal Control System
To secure management soundness and transparency, and torealize its management philosophy, the company has
formulated the “Basic Policy on Development of Corporate
Structures and Systems for Internal Control System,” and isapplying this policy in an appropriate manner.
Specifically, the company has established systems to ensurethat directors and their assistants perform their duties in amanner that is compliant to relevant laws and regulations, thearticles of incorporation, and other rules. In addition, crisis
management provisions have been formulated to limit losses
from risks related to investments and natural disasters. The
company also defines guidelines for ensuring theindependence of Audit & Supervisory Board members andguaranteeing the effectiveness of the Audit & Supervisory Board.

Independent Auditors
The company has concluded an auditing contract with KPMG
AZSA LLC for auditing services based on the Companies Act
and auditing services based on the Financial Instruments andExchange Act, as well as internal control audits based on the
Financial Instruments and Exchange Act, and the company isbeing audited on that basis. The company’s audits arehandled by 3 certified public accountants: Yoshihide Takehisa,
Toshiyuki Tamura and Yoshihiro Uehara. For each of theseauditors, the number of consecutive years of auditing service
is seven years or less (as of June 28, 2018).
Compensation for Independent Auditors (Fiscal 2017)
Compensation for auditing services
Compensation for non-auditing services
Total

41

Fostering of a compliance oriented mentality¥262 million¥14 million¥276 million

We have established the Management Ethics Committee,
chaired by the President and CEO. This committee
discusses at the executive level basic compliance policies
and all aspects of compliance initiatives by the company,
monitors the implementation of compliance-related
measures, and confirms activity programs from the following
year and thereafter. The Compliance Department operates
counseling service counters, distributes information within
and beyond the Tokyo Gas Group companies, and promotes
a thorough awareness of ongoing activities related to our
Code of Conduct, which represents a compliance standardof the Tokyo Gas Group and was revised in April 2017, so as
to further meet the expectations of society. The ComplianceDepartment also supports a wide range of compliancerelated activities for each department. These include
development of compliance promotion systems,
encouragement awareness and educational campaigns
about the Code of Conduct, and compliance risk reduction
measures.
Compliance Risk Management
Through the effective operation of internal and external
advisory systems, we are endeavoring to ensure thatcompliance-related problems are discovered and resolved
quickly so that our corporate self-regulatory processes willcontinue to function effectively. We monitor the effectivenessof Group compliance promotion activities by conducting
regular compliance awareness surveys of all employees. The
results of these surveys are reflected in initiatives for thefollowing years. The Compliance Audit Sect. of the Internal
Audit Dept. conducts audits of the company and its
subsidiaries focusing on the probability that risks willmaterialize and their degree of importance from theviewpoint of strict compliance with laws, corporate ethics,
and social norms. When concerns are identified, the groupconducts follow-up audits in the following year to verify
progress in tackling those concerns.

Introduction

Risk Management System

Securities Markets and Other Stakeholders
Disclosure of risk information through Securities
Report, Financial results, CSR report

Reflection of results of risk assessment

Corporate Executive Committee
Confirmation of major risks, etc.

GPS2020

Clear statement of risk
management policies

Reporting and proposal of plans forassessment of major risks and othernecessary matters

Risk Management Committee(Executive Office: Corporate Planning Dept.)
Identifying and confirming Group risk management
improvement proposals
Clear statement of risk
management policies

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

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

Business overview

Emergency Response Organization

Overall image after
full deregulation

President and CEO(Organization Leader)

Instructions /ordersReportCollaboration

Corporate
Planning Dept.

Invisible assets

Business
Departments

Corporate governanceCrisis Management System
Because the company provides public services thatcomprise a lifeline, for many years it has also had a crisis
management system that serves as a response system incase an accident or other risk-related event actuallyoccurs. Specifically, we have formulated Emergency
Response Organization Regulations. In case of major
crises, including major natural disasters, such as
earthquakes, or production or supply disruptions arisingfrom major accidents at pipelines or LNG terminals, aswell as new strains of influenza, terrorism, failures in
mission-critical IT systems, and compliance problems, theEmergency Response Organization is established torespond to the situation immediately in accordance with
the Emergency Response Organization Regulations.
Periodic training is conducted in relation to major risk
response measures.
Moreover, the company has also formulated a business
continuity plan (BCP) outlining its responses in the eventof a major earthquake of the magnitude assumed by
Japan’s Cabinet Office, a major accident disrupting gas
supply, a widespread blackout, an outbreak of a newstrain of influenza, etc. This plan is in place to reinforce
the company’s risk management system.

Enterprise Risk Management (ERM) System
MessageEnterprise Risk Management System
The company has established an enterprise risk
management (ERM) system, and drawn up risk
management regulations that include documented rules
concerning major risks faced by the group.
The Risk Management Committee was established withthe aim of improving the management level of the ERM
system. The Committee checks progress regarding theestablishment and operational status of the ERM system,
including periodic risk assessments. It also reports to the
Corporate Executive Committee and obtains thenecessary approvals.
Under the framework, around 150 Risk Management
Promotion Officers are deployed in the business departmentsof Tokyo Gas and its subsidiaries in order to promote ERM.
Each year, we assess risks and the implementation andimprovement status of countermeasures. This systemfacilitates the steady implementation of the ERM-PDCA(Plan-Do-Check-Act) cycle.

Collaboration

Financial data

(Group-wide coordination)

42

TOKYO GAS ANNUAL REPORT 2018

Corporate Governance
Board of Directors (As of June 28, 2018)

Director, Chairman

Representative Director,
President and CEO

Michiaki Hirose

Takashi Uchida

1974 Joined the Company
2004 Executive Officer and Assistant to Chief Executive of Corporate
Communication Div.
April
2006 Executive Officer and General Manager of Corporate Planning Dept. of
Strategic Planning Div.
April
2007 Senior Executive Officer and in charge of Corporate Planning Dept.,
Infrastructure Project Dept., Finance Dept., Accounting Dept. and AffiliatedCompanies Dept.
April
2008 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.
April
2009 Senior Executive Officer and in charge of Corporate Planning Dept. and
Affiliated Companies Dept.
June2009 Director, Senior Executive Officer and in charge of Corporate Planning Dept.,
Corporate Communications Dept. and Affiliated Companies Dept.
January 2010 Director, Senior Executive Officer and in charge of Corporate Planning Dept.,
Project Management Dept., Corporate Communications Dept. and AffiliatedCompanies Dept.
April
2012 Representative Director, Executive Vice President and Chief Executive of
Living Energy Div.
April
2013 Representative Director, Executive Vice President and Chief Executive ofResidential Sales and Service Div.
April
2014 Representative Director, President
April2018 Director and Chairman of the Board
April
April

April
June

1979 Joined the Company
2006 General Manager of Pipeline Planning Dept. of Pipeline Network Div.

April
April
April

2009 General Manager of Corporate Planning Dept.
2010 Executive Officer and General Manager of Corporate Planning Dept.
2012 Senior Executive Officer and in charge of Personnel Dept., Secretary Dept.,
Compliance Dept. and Internal Audit Dept.
2013 Senior Executive Officer and Chief Executive of Energy Resourcesbusiness Div.
2015 Director, Senior Executive Officer and Chief Executive of Energy
Resources Div.
2016 Representative Director, Executive Vice President and Chief Executive ofResidential Sales and Service Div.
2017 Representative Director, Executive Vice President and Chief Executive ofResidential Service Div.
2018 Representative Director, President and CEO

April
June
April
April
April

Reason for appointment
Over the course of his career, Michiaki Hirose has engaged mainly in planningand living-related work duties. For four years, from April 2014 until March 2018, heserved as President. Since April 2018, as Director and Chairman, he has served aschairman of the Board of Directors. He is highly knowledgeable, and has extensive
work experience with the company.

In his career, Takashi Uchida has engaged mainly in pipeline, resources andoverseas business-related work duties. Since April 2018, he has served as
President and CEO, with ultimate responsibility for the execution of duties within
the company. He is highly knowledgeable, and has extensive work experience withthe company.

Director

Outside Director

Kunio Nohata

Akihiko Ide

April1984 Joined the Company
November 2006 General Manager of Infrastructure Project Dept.
April
April
April
April
April
April
June
April

2008 Acting General Manager of Energy Sales & Service Planning Dept. ofEnergy Solution Div.
2009 General Manager of Total Energy Business Dept. of Energy Solution Div.
2011 General Manager of Gas Resources Dept. of Energy Resources BusinessDiv.
2013 Executive Officer and General Manager of Gas Resources Dept. of Energy
Resources Business Div.
2015 Senior Executive Officer, President, Representative Director of Tokyo Gas
Engineering Solutions Corporation2017 Senior Executive Officer of the Company, Chief Executive of PowerBusiness Div., In charge of Environmental Affairs Dept.
2017 Director, Senior Executive Officer of the Company, Chief Executive ofPower Business Div., In charge of Environmental Affairs Dept.
2018 Director, Senior Managing Executive Officer, Chief Executive of Global
Business Div.

April
June
June
June
June
June
June
April
June
June

1965 Joined Mitsubishi Metal Mining Company Ltd.(Current Mitsubishi Materials
Corporation)
1994 General Manager of General Affairs & Administration Dept. at Mitsubishi
Materials Corporation
1997 Director of Mitsubishi Materials Corporation
2000 Managing Director of Mitsubishi Materials Corporation
2002 Executive Vice President of Mitsubishi Materials Corporation
2004 President of Mitsubishi Materials Corporation2010 Chairman of Mitsubishi Materials Corporation Director of Sakai Chemical
Industry Co., Ltd.
2015 Senior Advisor of Mitsubishi Materials Corporation
2015 Advisor of Mitsubishi Materials Corporation
Outside Director of the Company
2017 Retired as Advisor of Mitsubishi Materials Corporation

Reason for appointment
Over the course of his career, Kunio Nohata has engaged mainly in energy sales,
resources and overseas business-related work duties. He currently serves as
Senior Managing Executive Officer, and is responsible for the company’s Global
Business Division. He is highly knowledgeable, and has extensive work experience
with the company.

43

Akihiko Ide has an international outlook, developed through his experiences in overseas business
operations, primarily in the general materials industry in Asia. He is also highly knowledgeable,and possesses management capabilities and a broad-minded perspective, acquired throughhis involvement in a wide range of business operations, including the resources (commodities)business. We hope that he will make use of these qualities in helping to manage Tokyo Gas.

Introduction
Message

Representative Director

Representative Director

Masaru Takamatsu

Takashi Anamizu

1980 Joined the Company
2005 General Manager of Home Service Planning Dept. of Home Service Div.

April
1985 Joined the Company
January 2010 General Manager of Project Management Dept.

April

2006 General Manager of Business Partnership Support Dept. of Home
Service Div.
2010 General Manager of LIFEVAL Project Management Dept. of Living
Energy Div.
2011 Executive Officer and General Manager of LIFEVAL Project Management
Dept. of Living Energy Div.
2012 Executive Officer and General Manager of Corporate Planning Dept.
2014 Senior Executive Officer and in charge of Corporate Planning Dept. and
Affiliated Companies Dept.
2015 Senior Executive Officer and in charge of Corporate Planning Dept.,
Personnel Dept., Chiba-Ibaraki Project Dept., Group Management Project
Dept., and Group Personnel System Project Dept.
2016 Senior Executive Officer and in charge of Personnel Dept., Secretary Dept.,
General Administration Dept., Compliance Dept., and Internal Audit Dept.
2016 Director, Senior Executive Officer and in charge of Personnel Dept.,
Secretary Dept., General Administration Dept., Compliance Dept., andInternal Audit Dept.
2017 Director, Senior Executive Officer and in charge of Purchasing Dept.,
Secretary Dept., General Administration Dept., Compliance Dept., andInternal Audit Dept.
2018 Representative Director, Executive Vice President and Chief Executive ofResidential Sales and Service Div.

April

April
April
April
April
April

June
April
April

April
June
April

2012 General Manager of Residential Fuel Cell Business Development Dept. of
Living Energy Div.
2015 Executive Officer and General Manager of Sales Innovation Planning Dept.
2016 Senior Executive Officer, Chief Executive of Energy Resources & Global
Business Division.
2017 Senior Executive Officer, Chief Executive of Global Business Div.
2017 Director, Senior Executive Officer, Chief Executive of Global Business Div.
2018 Representative Director, Executive Vice President and Chief Executive ofEnergy Solution Div. and Power Business Div.

Overall image after
full deregulation

April

April
April

Outside Director

Yoshinori Katori

Chika Igarashi

April
1973 Joined Ministry of Foreign Affairs
August 2004 Director-General of Consular Affairs Bureau

April
April

1997 Registered as an attorney at law
1997 Joined a law firm in Tokyo Metropolitan area

August 2005 Press Secretary/Director-General for Press and Public Diplomacy of

July
June
June

2006 Joined Asahi Law Office (Currently Nishimura & Asahi Law Office)2007 Registered as an attorney at law in New York State, USA
2016 Outside Director of the Company

Minister’s Secretariat

Ministry of Foreign Affairs
2010 Director-General of Foreign Service Training Institute, Ministry of Foreign
Affairs
March 2011 Ambassador Extraordinary and Plenipotentiary to the State of Indonesia
October 2014 Retired from Ministry of Foreign AffairsJune2015 Outside Director of the Company
April

Invisible assets

Outside Director

Corporate governanceIn his career, Takashi Anamizu has engaged mainly in living, resources andoverseas business-related work duties. He currently serves as Executive Vice
President. He is highly knowledgeable, and has extensive work experience withthe company.

Business overview

During his career, Masaru Takamatsu has engaged mainly in living and planningrelated work duties. He currently serves as Executive Vice President. He is highly
knowledgeable, and has extensive work experience with the company.

August 2006 Ambassador Extraordinary and Plenipotentiary to the State of Israel
October 2008 Ambassador for ASEAN, and Science and Technology Cooperation,

GPS2020

April
April

Financial data

Yoshinori Katori is highly knowledgeable, and has an international outlook andbroad-minded perspective developed through his many years in international
diplomacy. We hope that he will make use of these qualities in helping to manage
Tokyo Gas.

Chika Igarashi is highly knowledgeable, and possesses high-level legal expertiseand a broad-minded perspective, developed through her many years of
involvement in corporate legal affairs. We hope that she will make use of thesequalities in helping to manage Tokyo Gas.

44

TOKYO GAS ANNUAL REPORT 2018

Corporate Governance
Audit & Supervisory Board Members (As of June 28, 2018)

Audit & Supervisory
Board Member

Audit & Supervisory
Board Member

Hideaki Obana

Hideaki Arai

1978 Joined the Company
2003 General Manager of Marketing Dept., Living
Planning Div.
April
2004 General Manager of Home Service Planning
Dept., Home Service Div.
April
2005 General Manager of Kanagawa Branch,
Corporate Communication Div.
April
2007 General Manager of Corporate
Communications Dept.
April
2009 Executive Officer and General Manager ofCorporate Communications Dept.
April
2012 Senior Executive Officer and in charge ofPurchasing Dept., Real Estate Management
Dept., and Major Site Development Dept.
April
2013 Senior Executive Officer and in charge ofPurchasing Dept., Real Estate Management
Dept., Personnel Dept., and Internal Audit Dept.
March 2015 Retired as Senior Executive Officer
June2015 Audit & Supervisory Board Member of theCompany

April
April

April
July

1979 Joined the Company
2007 General Manager of Pipeline Network Div.

2010 Executive Officer, General Manager of Pipeline
Dept., Pipeline Network Div.
April
2013 Senior Executive Officer, Chief Executive ofPipeline Network Div.
April
2015 Senior Executive Officer, Chief Executive ofRegional Development Marketing Div.
April
2016 Senior Executive Officer, Chief Executive ofRegion Div.
March 2017 Retired as Senior Executive Officer
June2017 Audit & Supervisory Board Member of theCompany
April

Reason for appointment
Hideaki Obana is highly knowledgeable, and has
extensive work experience with the company. He has
engaged mainly in living and PR-related work duties,
and has also served as a Senior Executive Officer.

Hideaki Arai is highly knowledgeable, and has
extensive work experience with the company. He
has engaged mainly in pipeline and wide-area salesrelated work duties, and has also served as a Senior
Executive Officer.

Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberYoshihiko Morita

Masato Nobutoki

Sawako Nohara

1969 Joined Export-Import Bank of Japan
1999 Full-time Auditor of Japan Bank forInternational Cooperation
October 2000 Director of Japan Bank for International
Cooperation
October 2004 Vice Governor of Japan Bank forInternational Cooperation
October 2008 Representative Director andSenior Managing Executive Officer of Japan
Finance Corporation Deputy CEO of Japan
Bank for International CooperationJune
2011 Retired as Deputy CEO of Japan Bank forInternational Cooperation
December 2011 Advisor of Sumitomo Mitsui Banking
CorporationJune
2012 President (Chief Executive Officer) of Japan
Institute for Overseas Investment
Outside Audit & Supervisory Board Memberof the Company
June2013 Outside Director of Kawasaki Heavy
Industries, Ltd.
Retired as Advisor of Sumitomo Mitsui
Banking Corporation
December 2014 Retired as President (Chief Executive Officer)of Japan Institute for Overseas Investment
June2018 Retired as Outside Director of Kawasaki
Heavy Industries, Ltd.

April
1981 Joined Mitsubishi Corporation
September 2002 Head of the secretariat of Government

December 1988 Joined LIFE SCIENCE LABORATORIES, LTD.
May
1995 Retired from LIFE SCIENCE

April
October

April

2004

April

2007

April

2009

May

2011

April

2012

April

2016

June

2017

Exhibition Projects for EXPO 2005 Aichi,
Japan, Producer Associates Co. Ltd.
General Manager of Planning & Event
Office of Government Exhibition Projects
Dept., Japan Association for the 2005
World Exposition
Joined City of Yokohama
Director General of City Growth Strategy
Promotion Department, Economic Affairs
Bureau, City of Yokohama
General Manager of Climate Change Policy
Project, City of Yokohama
General Manager of Climate Change Policy
Headquarters, City of Yokohama
Executive Director of Future City
Promotion, Climate Change Policy
Headquarters, City of Yokohama
Consultant of Future City Promotion,
Climate Change Policy Headquarters, Cityof Yokohama
Outside Audit & Supervisory Board
Member of the Company
Retired as Advisor to the city of Yokohama

LABORATORIES, LTD.

July
1995 Joined InfoCom Research, Inc.
December 2000 Retired from InfoCom Research, Inc.

Director of IPSe Marketing. Inc.

December 2001 President and Representative Director of

IPSe Marketing. Inc.

June
2006 Outside Director of NEC Corporation
November 2009 Project Professor, Graduate School of
June

June

June

June

Media and Governance of Keio University
2012 Retired from Outside Director of NEC
Corporation, Outside Audit & Supervisory
Board Member of Sompo Japan InsuranceInc.
2013 Retired from Outside Audit & Supervisory
Board Member of Sompo Japan InsuranceInc.
Outside Director of NKSJ Holdings, Inc.
(Current Sompo Holdings, Inc.)
2014 Outside Director of JAPAN POST BANK
Co., Ltd.
Independent Outside Director of the Boardof Nissha Printing Co., Ltd. (Current Nissha
Co., Ltd.)2018 Outside Audit & Supervisory Board Memberof the Company

Reason for appointment
Yoshihiko Morita is highly knowledgeable and has abroad international outlook, developed through his
experience in fields such as international finance andoverseas economic cooperation. We hope that he will
make use of these qualities in his role as an Audit &Supervisory Board member for Tokyo Gas.

45

Masato Nobutoki is highly knowledgeable and has
extensive experience, both as a company employee andas a member of staff at regional public bodies. We hopethat he will make use of these qualities in his role as an
Audit & Supervisory Board member for Tokyo Gas.

Sawako Nohara is highly knowledgeable, andpossesses corporate management experience andhigh-level IT-related expertise. We hope that she will
make use of these qualities in her role as an Audit &Supervisory Board member for Tokyo Gas.
Significant joint responsibilities
President and Representative Director of IPSe Marketing. Inc.
Outside Director of Sompo Holdings, Inc.
Outside Director of JAPAN POST BANK Co., Ltd.
Outside Director of Nissha Co., Ltd.

Introduction

Message from an Outside Audit & Supervisory Board Member

Message

I aim to utilize my experiences incorporate management and theworld of IT while contributing toincreasing the corporate valueof Tokyo Gas, from a consumer
viewpoint.

GPS2020

Outside Audit &Supervisory Board Member

Sawako Nohara

Managing
Tadashi Komiyama
Executive Officer

Chief Executive of Pipeline Network Div.

Koki Hayakawa

Chief Executive of Region Div.

Takashi Anamizu

Chief Executive of Energy Solution
Div. and Power Business Div.

Kentaro Kimoto

Chief Executive of Gas Resources & Energy
Production Div.

Kunio Nohata

Chief Executive of Global Business
Div.

Hiroshi Kishino

Isao Nakajima

CFO, in charge of Finance Dept.,
Accounting Dept., Personnel Dept.
and Purchasing Dept.

In charge of Secretary Dept., General
Administration Dept., Corporate Communications
Dept., Environmental Affairs Dept., ComplianceDept. and Internal Audit Dept.

Shinichi Sasayama

Satoru Sawada

The Japan Gas Association

Chief Executive of Digital Innovation Div. In chargeof Corporate Planning Dept.

Ayumi Shigitani

President, Representative Director of TOKYOGAS i NET CORP. and General Manager of CIRIUS
Project Dept. of Digital Innovation Div.

Executive
Officers

Shinichi Takagi
Yohei Nitta
Yoshiharu Kikuyama
Isao Hosoya
Masayuki Kado

Toshiyasu Ishii
Tomoyuki Yoshioka
Akihiko Matsuda
Hiroshi Hanada
Satoshi Tanazawa

Financial data

Senior Managing
Executive Officer

Masaru Takamatsu Chief Executive of Residential Sales
and Service Div.

Invisible assets

Executive Vice
Presidents

Corporate governance

Executive Officers
President and CEO Takashi UchidaBusiness overview

Over the past few years, the number of companies investing
efforts into corporate governance is increasing. As one suchcompany, Tokyo Gas is currently making effective andproactive use of excellent and highly-experienced humanresources, such as be ensuring that outside personnel
account for nearly half of its directors and Audit &Supervisory Board members.
However, the important thing is not the number or ratio ofoutside personnel, but the question of whether or not thecompany’s senior management are listening seriously to thefruitful discussions being held amongst the directors, andworking to adequately reflect those opinions in the actual
workplace. I believe that it is this management stance that is
the true essence of corporate governance. Outside Audit &Supervisory Board members must have broad perspectivethat enables them to take a step away and survey the entire
company overall, from an elevated position.
There will surely be some things that are taken for granted
internally, but which seem strange when viewed through theeyes of an outsider. Although small in size, the company that
I myself started has now marked the 18th anniversary of its
founding. I would like to utilize my experiences thus far, as an
IT specialist, as a business manager, and as a consumer, andto engage in the lively exchange of honest and unrestrained
opinions, in order to help further increase the corporate valueof Tokyo Gas.

Overall image after
full deregulation

After stretches working in the research laboratory of a major
chemical manufacturer, and at a think-tank that investigatesconsumer behavior, I became involved in Internet businessrelated investigative research at the NTT Group’s general
research center on information and telecommunications(InfoCom Research, Inc.)At that time, the Internet was still in its early days, andWindows95 hadn’t even been released yet. Even so, I felt that
there were huge possibilities for the future of the Internet,
and completely immersed and dedicated myself to my work.
That experience gained me recognition, and I currently serveas an external director for several companies, while at thesame time offering my opinions on industrial policies and at
IT-related strategy meetings organized by the government
and various ministries and agencies, and working to help
develop the next generation of human resources, as a project
professor at Keio University.
As a social infrastructure company providing a stable supplyof energy, Tokyo Gas is a company that is crucial to society.
However, with the deregulation of electric power, followed by
the deregulation of the city gas market in 2017, the entire
energy industry is beginning to change dramatically. Being
appointed as an outside director during this period oftransformation makes me feel a good sense of tension, astrong sense of purpose, and even greater feelings ofexcitement and anticipation.

Nobuhisa Kobayashi
Minoru Sanari
Takashi Higo
Akihiro Saito
Shinsuke Ogawa

46