41

Corporate governance

CORPORATE GOVERNANCE
Tokyo Gas works to ensure continued development while consistently earning the trust of customers, 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 to management
legality, soundness, and transparency. Tokyo Gas continues to emphasize the importance of accurate and prompt
decision making, efficient business operations, strengthening of auditing and monitoring functions, and clarification ofmanagement and executive responsibilities.
Basic Policy on Corporate Governance www.tokyo-gas.co.jp/IR/english/gvnnc/pdf/policy.pdf

Progress in Governance
Composition of the Board of Directors

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 9 directors, 4 ofwhom are outside directors. In addition, the term of
directors is set at one year with the goal of further clarifying
managerial responsibility.

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 theirauthority at meetings of the Board of Directors. In this way,
the outside directors contribute to the improvement of therationality and objectivity of the company’s businessexecution and of the deliberations and decisions of theBoard 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 general shareholders and they are in a position that enables them to be
objective and neutral, and on that basis we make a judgmenton 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 withthe 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 designated them as independent officers andreported that designation to the stock exchanges on
which the company is listed.

Directors
InsideNo femalememberOutsideNo femalememberAudit &
Supervisory
Board members
Inside223outsidemembers

outsidemembers

FY20029FY20195

insidemembers

insidemembers

Outsideoutside2 femalemembers 4 members

1

femalemember3
2

outsidemembers

insidemembers

insidemembers

Realizing Accurate and Rapid Decision Making,and Efficient Business Execution
The Corporate Executive Committee, which meets weekly
as a general rule, deliberates on provisions stemming from
Board of Directors’ resolutions and important managementrelated issues. The company has introduced an executive
officer system for business execution in accordance withdecisions of the Board of Directors. Substantial authority
has been delegated to executive officers in their designatedareas of responsibility, while directors, as appropriate,
receive reports on the status of execution from executive
officers and monitor the executive officers. In addition,
executive officers report to the Board of Directors asneeded. (To clarify management responsibility andexecutive responsibility, the terms of office of directors andexecutive officers have been fixed at one year.)

Analysis and Evaluation of Effectiveness of theBoard of Directors
Starting in Fiscal 2018, the Board of Directors has analyzed
and evaluated its effectiveness by having each of its
Directors complete a questionnaire-based self-evaluation.
The Board then held discussions and exchanged opinions

42

TOKYO GAS INTEGRATED REPORT 2019

based on the outcome of those self-evaluations, to maintainand enhance the Board’s effectiveness.
Based on the results of the questionnaire and theexchange of opinions at the Board of Directors’ meetings, it
was determined that measures for improving the Board’s
effectiveness are functioning effectively through efforts toimprove and enhance site inspection visits and to increase
opportunities for Executive Officers to attend Board meetings.
On the other hand, ceaseless efforts are required tofurther increase the Board’s effectiveness. Accordingly,
initiatives to contribute to the strengthening of thesupervisory functions of the Board, including further
enhancement of site inspection visits by the Directors, will
be examined and implemented in the future.

Audit & Supervisory Board members
The Audit & Supervisory Board members meet once a month
as a general rule and otherwise as needed. The 5 membersof 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.
The Audit & Supervisory Board members attend meetings of the 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 ofoperations at the head office, business offices, and subsidiaries and holddiscussions with representative directors to exchange opinions, both on a regularbasis and otherwise as needed.
In regard to the internal control system for financial reporting, the Audit &Supervisory Board members receive evaluations of internal control and reportson the status of audits from the Board of Directors, etc., and KPMG AZSA LLC.

Outside Audit & Supervisory Boad Members
The outside Audit & Supervisory Board members conduct
audits monitoring from an independent viewpoint andcontribute to improving the rationality and objectivity of thecompany’s business execution and of the deliberations of
the Board of Directors through their statements at meetingsof the Board of Directors. In addition, through theirstatements and the exercise of their majority voting rights atmeetings of the Audit & Supervisory Board, the outside
Audit & Supervisory Board members contribute to assuring
and improving the legality, appropriateness, rationality, andobjectivity of the audits by the Audit & Supervisory Board
members. In addition, with the objective of assuring theeffectiveness 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
independence of outside officers, such as capital,transactions, and relationships, we comprehensively verify
that they are unlikely to have conflicts of interest withgeneral shareholders and they are in a position that enables
them to be objective and neutral, and on that basis we makea judgment on their independence. The Advisory Committee
has confirmed that none of the outside officers has amaterial interest with the company—in regard to capital,transactions, or relationships—and has confirmed their
independence in accordance 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 the company is listed.

43

Corporate governanceCorporate Governance System
Tokyo Gas Co., Ltd.
aa

Shareholders Meeting

Appointment

Appointment

ReportAppointment

ReportFive Audit&Supervisory
Board Members(including three outside members)

Board of Directors
Audit(including four outside directors)

Supervise

ReportCollaboration(

ReportPresident and CEO

Collaboration

Independent
auditorTwo outside directors,
one outside Audit & Supervisory
Board Member, the Director
and Chairman of the Board,
the President

Nine directors

ReportAuditing
corporation

ReportAdvisory Committee

Audit & Supervisory Board

Corporate Executive Committee

Collaboration

President and CEO, two executive vicepresidents, two senior managing
executive officers, and seven managing
executive officers)
Internal
Audit
Department

Oversee

ReportManagement ethics, safety, risk
management, CS, sustainability, etc.

Investment Evaluation Committee

Departments

Audit

Financialaudit

Committees to address importantmanagement issues

ManageCollaboration

ReportSubsidiaries

Overview of Corporate Governance System (As of June 27, 2019)
Number of directors

9Participation of outside directors andoutside Audit & Supervisory Board members
in selecting director candidates

Yes

Average age of directors

61

Number of meetings of Board of Directors*

12

Number of outside directors

4

Attendance rate of outside directors at meetings of Boardof Directors*

100%

Number of Audit & Supervisory Board members

5

Term of office of directors

One year

Number of outside Audit & Supervisory Board members

3

Performance-linked remuneration

Yes

Number of independent officers

7

Share purchase system to reflect the perspective ofshareholders in management

Yes

Participation of outside directors /outside Audit & Supervisory Board members indetermination of remunerationYes* Total for the period from April 2018 to March 2019

Working to Promote Transparent Management andCreate a Flexible and Open Corporate Culture

Investment Evaluation Committee

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 the group, as well as
deliberations and adjustments regarding the group’s overall
direction.

Of the matters to be discussed at the Corporate Executive
Committee, the Investment Evaluation Committee chaired by
the Executive Officer in charge of financial affairs evaluatesmatters that require the evaluation of the significance,
economy and risks related to investment and postinvestment follow-up and reports to the Corporate Executive
Committee.

44TOKYO GAS INTEGRATED REPORT 2019

Officer Remuneration
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.

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 themto perform that role.

2 Level of Remuneration

5 Assurance of Objectivity and Transparency of
the Remuneration System
The company shall assure the objectivity and transparencyof the 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.
Composition of
Remuneration for Directors* Monthly remuneration ofoutside directors are fixed
remuneration only.

Total Remuneration for Directors and Audit &Supervisory Board Members (Fiscal 2018)

The level of officer remuneration shall be suitable for therole, responsibility, and performance of the officer.

Total value of remuneration by type (¥ million)

4 Composition and Other Details ofRemuneration 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.

Total value of
remuneration

Classificationof officers

3 Composition and Other Details ofRemuneration 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 beallocated to the purchase of shares based on a sharepurchase guideline and from the standpoints of reflecting
the perspectives of shareholders on management andimproving shareholder value over the long term. The
amount of performance-linked remuneration shall be
determined after evaluating companywide performanceand performance of operating units from the standpointsof motivating inside directors to execute management
strategies and reflecting their performance clearly in theirremuneration. The amount of bonus to be paid shall be
determined in accordance with the post of each insidedirector after performance evaluation.
(3) Remuneration of outside directors shall comprisemonthly remuneration and bonus. Monthly remuneration
shall comprise only fixed remuneration, while bonus shallbe the same as that of inside directors.

Performancelinked
remuneration

Fixed
remuneration(¥ million)

Directors

outside(excluding)
directors

Fixed
remuneration(Monthly
remuneration)

Performance-linked
remuneration
Monthly
Bonusesremuneration

NumberRetirement of eligible
officers
benefits

368

253

59

56

-

8

)

74

74

-

-

-

2

Outside Directors

34

27

-

6

-

3

Outside Audit& Supervisory
Board Members

33

33

-

-

-

4

(

Audit
& Supervisory
Board members
excluding outside
Audit & Supervisory
Board members*The number of officers includes 3 Directors and 1 Audit & Supervisory Board member
who retired upon the conclusion of the 218th Annual General Meeting of
Shareholders.
*It was resolved that the amount of monthly remuneration of all Directors (including
Outside Directors) should be under ¥50 million at the 205th Annual General Meetingof Shareholders and that the amount of annual bonus for all Directors should beunder ¥90 million at the 206th Annual General Meeting of Shareholders.
*It was resolved that the amount of monthly remuneration of all Audit & Supervisory
Board members (including outside members of the Audit & Supervisory Board)should be under ¥12 million at the 190th Annual General Meeting of Shareholders.

Advisory Committee
In February 2005, we established the Advisory Committee
to assure 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 halfof its membership consisting of outside directors, and thecommittee chairman also being an outside director.
Advisory Committee Membership (as of June 27, 2019)
Committee
chairmanCommittee
members

Hitoshi Saito (Outside Director)
Kazunori Takami (Outside Director)
Yoshihiko Morita (Outside Audit & Supervisory Board Member)Michiaki Hirose (Director, Chairman of the Board)
Takashi Uchida (Representative Director, President)

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 ofoutside officer candidates.

45

Corporate governanceInternal Control System

ComplianceTo 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 toensure that directors and their assistants perform theirduties in a manner that is compliant to relevant laws andregulations, the articles of incorporation, and other rules. In
addition, crisis management provisions have beenformulated to limit losses from risks related to investments
and natural disasters. The company also defines guidelines
for ensuring the independence of Audit & Supervisory Board
members and guaranteeing the effectiveness of the Audit &Supervisory Board.

Compliance Structure

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 and Exchange Act, as well as internal control
audits based on the Financial Instruments and ExchangeAct, and the company is being audited on that basis. The
company’s audits are handled by 3 certified public
accountants: Yoshihide Takehisa, Toshiyuki Tamura andYoshihiro Uehara. For these auditors, the number ofconsecutive years of auditing service is 3 years, 2 years and4 years, respectively (as of June 27, 2019).

Compensation for Independent Auditors (Fiscal 2018)
Compensation for auditing services¥264 million

Compensation for non-auditing services¥31 million

Total¥295 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. The Compliance Department also
supports a wide range of compliance-related activities foreach department. These include development of compliancepromotion systems, encouragement awareness andeducational campaigns about the Code of Conduct, andcompliance 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 forthe following years. Furthermore, the Internal Audit
Department conducts internal audits of the Company and its
subsidiaries, focusing on the probability that risks willmaterialize and their degree of importance from the viewpointof strict compliance with laws and regulations, corporate
ethics and social norms. The status of improvement
concerning any recommendations made as a result of theinternal audits is checked in a follow-up audit in the following
year to ensure stable improvement in risk management.

46

TOKYO GAS INTEGRATED REPORT 2019

Risk Management System
Enterprise Risk Management System

Crisis Management System

The company has established an enterprise risk
management (ERM) system, and drawn up risk management
regulations that include documented rules concerning majorrisks 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 the necessary
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.

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 actually occurs.
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 arising from major accidents at
pipelines or LNG terminals, as well as new strains ofinfluenza, terrorism, failures in mission-critical IT systems,
and compliance problems, the Emergency Response
Organization is established to respond to the situation
immediately in accordance with the Emergency Response
Organization Regulations. Periodic training is conducted inrelation to major risk response measures. Moreover, thecompany has also formulated a business continuity plan
(BCP) outlining its responses in the event of a major earthquakeof the magnitude assumed by Japan’s Cabinet Office, amajor accident disrupting gas supply, a widespread blackout,
an outbreak of a new strain of influenza, etc. This plan is inplace to reinforce the company’s risk management system.

Enterprise Risk Management ( ERM ) System

Emergency Response Organization

Securities Markets and Other Stakeholders

President and CEO(Organization Leader)

Disclosure of risk information through Securities Report,
Financial results and Sustainability Report

Reflection of results of risk assessment

Corporate Executive Committee
Confirmation of major risks, etc.

Reporting and proposal of plans forassessment of major risks
and other necessary matters

Clear statement ofrisk management policies

Instructions /ordersCollaboration
ReportCorporate Planning
Dept.
(Group-wide coordination)

Risk Management Committee(Executive Office: Corporate Planning Dept.)
Identifying and confirming Group risk management
Report regarding results of risk assessment,
status of implementation of countermeasures,status of improvement, etc.

Improvement proposals
Convey statement of risk
management policies

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

Business Departments

47

Corporate governance

Board of Directors(As of June 27, 2019)

Director, Chairman of the Board

Representative Director, President and CEO

Michiaki Hirose
Joined the Company

April 1979

Joined the Company

June 2009

Director, Senior Executive Officer and in chargeof Corporate Planning Dept., Corporate
Communications Dept. and AffiliatedCompanies Dept.
Representative Director, Executive Vice
President and Chief Executive of Living Energy
Div.
Representative Director, President
Director and Chairman of the Board

June 2015

Director, Senior Executive Officer and Chief
Executive of Energy Resources Div.
Representative Director, Executive Vice
President and Chief Executive of Residential
Sales and Service Div.
Representative Director, President and CEO

April 2012

April 2014
April 2018

April 2018

Reason for appointment In his career, Takashi Uchidahas engaged mainly in pipeline, resources and overseas
business-related work duties. Since April 2018, he hasserved 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 Outside

Chika Igarashi

Hitoshi Saito

April 1997

Registered as an attorney at law

April 1976

Joined Mitsui Fudosan Co., Ltd.

April 1997

Joined a law firm in Tokyo Metropolitan area

June 2011

July 2006

Joined Asahi Law Office (Currently Nishimura &Asahi)
Registered as an attorney at law in New YorkState, USA
Director of the Company

Executive Managing Director and Executive
Managing Officer of Mitsui Fudosan Co., Ltd.
Managing Director and Senior Executive
Managing Officer 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.
Director of the Company

June 2016

April 2016

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

Director Outside

June 2007

Takashi Uchida

April 1974

April 2013
April 2015

June 2017
June 2019

Kazunori Takami
April 1978
June 2009
April 2012

April 2015

June 2017
March
2018
June 2019

Reason for appointment 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 these qualities in helping tomanage Tokyo Gas.

Reason for appointment Mr. Hitoshi Saito is expected touse his international perspective acquired from overseas
businesses in the real estate industry, as well as his
management capabilities, broad outlook and in-depth
knowledge gained through a wide range of businessdevelopment for the Company’s management.

Joined Matsushita Electric Industrial Co., Ltd.
(Current Panasonic Corporation)
Managing Director of Panasonic Corporation
Representative Director, Senior Managing
Executive Director and President of Appliances
Company of Panasonic Corporation
Representative Director, Executive Vice
President and in charge of Japan, Customer
Satisfaction, and Design of Panasonic
Corporation
Corporate Advisor of Panasonic Corporation
Retired from Corporate Advisor of Panasonic
Corporation
Director of the Company

Reason for appointment Mr. Kazunori Takami is
expected to use his management capabilities, broad
outlook and in-depth knowledge acquired through a wide
range of business development in the electrical industry for
the Company’s management.

Significant joint responsibilities

Significant joint responsibilities

Lawyer at Nishimura & Asahi Law OfficeOutside Director of Tokyo FM Broadcasting Co., Ltd.
Outside Director of Nojima Corporation
Outside Director of FUJITA KANKO INC.

48

TOKYO GAS INTEGRATED REPORT 2019

Representative Director

Representative Director

Director

Masaru Takamatsu

Takashi Anamizu

Kunio Nohata

April 1980

Joined the Company

April 1985

Joined the Company

April 1984

Joined the Company

June 2016

Director, Senior Executive Officer and in chargeof Personnel Dept., Secretary Dept., General
Administration Dept., Compliance Dept., andInternal Audit Dept.
Representative Director, Executive Vice
President and Chief Executive of Residential
Sales and Service Div.

June 2017

Director, Senior Executive Officer, Chief
Executive of Global Business Div.
Representative Director, Executive Vice
President and Chief Executive of Energy
Solution Div. and Power Business Div.

June 2017

Director, Senior Executive Officer of theCompany, Chief Executive of Power BusinessDiv., In charge of Environmental Affairs Dept.

April 2018

Director, Senior Managing Executive Officer,
Chief Executive of Global Business Div.

April 2018

Reason for appointment 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.

April 2018

Reason for appointment In his career, Takashi Anamizu
has engaged mainly in living, resources and overseas
business-related work duties. He currently serves as
Executive Vice President. He is highly knowledgeable, andhas extensive work experience with the company.

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, andis responsible for the company’s Global Business Division.
He is highly knowledgeable, and has extensive work
experience with the company.

Executive Officers
President and CEO Takashi Uchida
Executive Vice
Presidents

Masaru Takamatsu Chief Executive of Residential Sales and Service Div.
Takashi Anamizu

Chief Executive of Energy Solution Div. and PowerBusiness Div.

Senior Managing
Executive Officer

Kunio Nohata

Chief Executive of Global Business Div.

Satoru Sawada

The Japan Gas Association

Koki Hayakawa

CFO, in charge of Financial Management Dept.,
Accounting Dept., Purchasing Dept., Compliance Dept.
and Internal Audit Dept.

Tadashi Komiyama

Chief Executive of Region Div.

Kentaro Kimoto

Chief Executive of Gas Resources &Energy Production Div.

Hiroshi Kishino

In charge of Personnel Dept., Secretary Dept., General
Administration Dept., Corporate Communications Dept.
and Sustainability Dept.

Shinichi Sasayama

Chief Executive of Digital Innovation Div., in charge ofCorporate Planning Dept. and Business Transformation
Dept.

Ayumi Shigitani

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

Takashi Higo

President, Representative Director of Tokyo Gas
Engineering Solutions Corporation

Isao Hosoya

Chief Executive of Pipeline Network Div.

Director Outside

Junko Edahiro
April 2003

Representative Director of Edahiroba Inc.
(Current e’s Inc.)
Director and Chairperson of
Change Agent Inc.
August 2018 Professor, Graduate School of Leadership andInnovation, Shizenkan University
June 2019
Director of the Company
May 2006

Managing
Executive Officer

Reason for appointment Ms. Junko Edahiro is expected
to use her experience as a corporate manager, advanced
specialization related to the environment and in-depth
knowledge as an environmental journalist for theCompany’s management.

Significant joint responsibilities
Representative Director of e’s Inc.
Director and Chairperson of Change Agent Inc.
Professor of Shizenkan University Graduate School of
Leadership & Innovation

Executive Officers

Toshiyasu Ishii Yohei Nitta Tomoyuki Yoshioka Yoshiharu Kikuyama
Akihiko Matsuda Hiroshi Hanada Akihiro Saito Masayuki Kado
Satoshi Tanazawa Shinsuke Ogawa Yasuhiro Konishi Hirofumi Sato
Yo Endo Nobuhiro Sugesawa Eito Tsuji

49

Corporate governance

Audit & Supervisory
Board Members(As of June 27, 2019)

Audit & Supervisory Board Member

Audit & Supervisory Board Member

Hideaki Arai

Isao Nakajima

April 1979
April 2013

Joined the Company
Senior Executive Officer, Chief Executive ofPipeline Network Div.
March 2017 Retired as Senior Executive Officer
June 2017 Audit & Supervisory Board Member of theCompany

April 1982

Reason for appointment Hideaki Arai is highly
knowledgeable, and has extensive work experience with
the Company. He has engaged mainly in pipeline andwide-area sales-related work duties, and has also served
as a Senior Executive Officer.

Reason for appointment Isao Nakajima is highly
knowledgeable in financial affairs and accounting, and has
extensive work experience with the Company. He has
carried out financial and accounting operations and has
served as Senior Managing Executive Officer.

Audit & Supervisory Board Member Outside

Audit & Supervisory Board Member Outside

Audit & Supervisory Board Member Outside

Yoshihiko Morita

Masato Nobutoki

Sawako Nohara

Joined the Company

April 2015

Senior Executive Officer, CFO and in charge ofFinance Dept., Accounting Dept., Purchasing
Dept. and Real Estate Management Dept.
April 2018
Senior Managing Executive Officer, CFO andin charge of Finance Dept., Accounting Dept.,
Personnel Dept. and Purchasing Dept.
March 2019 Retired as Senior Managing Executive Officer
June 2019
Audit & Supervisory Board Member of theCompany

April 1981

Joined Mitsubishi Corporation

December 1988 Joined Life Science Institute Co., Ltd.

October 2004 Vice Governor of Japan Bank forInternational Cooperation
October 2008 Representative Director and Senior
Managing Executive Officer of Japan
Finance Corporation, Deputy CEO of Japan
Bank for International Cooperation
June 2011Retired as Deputy CEO of Japan Bank forInternational Cooperation
June 2012
Audit & Supervisory Board Member of theCompany

April 2007

Joined City of Yokohama
Director General of City Growth Strategy
Promotion Department, Economic Affairs
Bureau, City of Yokohama
Consultant of Future City Promotion, Climate
Change Policy Headquarters, City of Yokohama
Audit & Supervisory Board Member of theCompany
Retired from Yokohama Ciy as a consultant

July 1995

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

Reason for appointment Masato Nobutoki is highly
knowledgeable and has extensive experience, both as acompany employee and as a member of staff at regional
public bodies. We hope that he will make use of thesequalities in his role as an Audit & Supervisory Board
member for Tokyo Gas.

April 1969

Joined Export-Import Bank of Japan

April 2016
June 2017

Joined InfoCom Research, Inc.

December 2001 President and Representative Director of
IPSe Marketing. Inc.
November 2009 Project Professor, Graduate School ofMedia and Governance, Keio University
June 2018
Audit & Supervisory Board Member of theCompany

Reason for appointment Sawako Nohara is highly
knowledgeable, and possesses corporate management
experience and high-level IT-related expertise. We hopethat 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 DAIICHI SANKYO COMPANY, LIMITED50

TOKYO GAS INTEGRATED REPORT 2019

Messages from Outside Directors
Utilizing my experience in corporate management and overseas
business, I will monitor business growth and corporate governanceimpartially and present my opinions.

Director Outside

Hitoshi Saito

Since I joined Mitsui Fudosan Co., Ltd., I have gained experience in overseas business, financial affairs,
residential business, commercial facilities, building development and other areas. During that period, I wasposted to overseas offices twice, Los Angeles and New York.
At Mitsui Fudosan Co., Ltd., I worked primarily to expand its overseas business as the person
responsible for promoting globalization while serving as Managing Officer and Director. I also focused onenhancing corporate governance and compliance on the back of rapid business expansion supported byproactive investment.
I look forward to working as Outside Director for Tokyo Gas, a company with a strong commitment topublic service. The major role of Outside Director is corporate governance, in other words management
supervision and advice. However, overly strong supervision can hinder the seeds of growth. I believe thatmy role will be to properly monitor the offense-defense balance from an independent standpoint andpresent my opinions to the management.
In the GPS2020 medium-term management plan, Tokyo Gas aims to evolve from being the leading city
gas company in Japan to being a global integrated energy corporation, and make overseas business intoanother major source of growth for the future. I would like to find opportunities where I can help to achieve
this goal as much as possible by applying my work experience and knowledge.

Highly regarding ties with customers, I shall be committed to helping
the Company continue to be the closest infrastructure that protects
customers’ lives.
Since joining Matsushita Electric Industrial Co., Ltd. (currently Panasonic Corporation), I was exclusively
engaged in sales activities for 20 years. Later, I served as General Manager of the Corporate Planning Officeand General Manager of a business department and assumed other posts, and then as Executive Vice Presidentof Panasonic Corporation. What has remained constant throughout my career is the idea of putting customers
and employees first. I have been making resolute decisions based on discussions with many people, which isessential for achieving sustainable corporate growth.
In 1969, Tokyo Gas decided to introduce LNG to Japan for the first time. At that time, it was impractical toimport LNG because it entailed sophisticated import technologies and high costs. However, this decision
supported the energy demand during the high economic growth period and became a catalyst for improving air
pollution, which was recognized as a social problem.
Tokyo Gas spent several decades adjusting the gas appliances of all customers to help them use LNG
safely and with peace of mind. The core idea is the same as that of Panasonic, who connected with customers
as the electrical appliance center in each local community, earning their trust and confidence. I shall present my
opinions by using my past experience.
Social problems, including the falling birth rates and aging population, are becoming increasingly serious.
By constantly questioning: “Is the present state sufficient?” I hope to focus on helping the Company continue tobe the closest infrastructure that protects customers’ lives and I will make proposals for smarter lifestyles.

Director Outside

Kazunori Takami

Energy lies at the foundation for achieving the SDGs. I shall contribute tothis by applying my knowledge and experience accumulated from mycommitment to environmental issues over many years.

Director Outside

Junko Edahiro

For more than 20 years, I have been involved in environmental issues. Believing that solving environmental
concerns requires a focus on the concepts of happiness, economy and society, I have established theInstitute for Studies in Happiness, Economy and Society and have been engaged in a variety of activities.
Global warming is an energy issue. Energy also lies at the foundation for achieving the SDGs. Among the
global trend of reducing the use of coal, the gas industry has the key to increasing renewable energy and will
simultaneously need to make a significant change in its business model. I am very honored and humbled tohave been appointed as an Outside Director in this phase of major change. I hope to present my opinions byusing my knowledge and global network fostered through a variety of initiatives over a long period.
In addition, believing that leadership development is important for organizations, I am teaching systems
thinking and challenges in sustainability to adult students from 22 countries at Shizenkan University Graduate
School of Leadership & Innovation. Strengthening the abilities to look to the future, understand the structureof reality and enlist people, which are necessary skills to survive in an age of instability and uncertainty, willlead to solving social issues. I wish to apply my knowledge and experience to help Tokyo Gas strengthen
these three abilities and contribute to solving social issues.