IDENTITY

MATERIALITY andSUSTAINABILITY

BUSINESS andSTRATEGIESGOVERNANCE

FINANCIAL INFORMATION /OTHERSManagement structure
Directors and Audit & Supervisory Board Members
Nine Directors (including four Outside Directors)
The Directors marked with * also serve as Group Executive Officers

Mutsuo Iwai
Chairperson of the Board
Date of birth: October 29, 1960
Number of shares held: 40,100

Shigeaki Okamoto
Deputy Chairperson of the
Board
Date of birth: February 20, 1961
Number of shares held: 3,000

Masamichi Terabatake*
Representative Director andPresident, Chief Executive
Officer
Date of birth: November 26, 1965
Number of shares held: 184,400(As of March 24, 2023)

April 1983	Joined the Company (Previously, Japan
Tobacco and Salt Public Corporation)
June 2003	Vice President, Corporate Planning
Division
July 2004	Vice President, Corporate Strategy
Division
June 2005	Senior Vice President; and President,
Food Business
June 2006	Member of the Board; Senior Vice
President; and President, Food Business
June 2008	Senior Vice President; and Chief Strategy
OfficerJune 2010	Member of the Board; Senior Vice
President; Chief Strategy Officer; andPresident, Food Business
June 2011	Member of the Board, Japan Tobacco Inc.
	Executive Vice President, JT International S.A.
June 2013	Senior Vice President; and Chief Strategy
OfficerJanuary 2016	Senior Vice President; and President,
Tobacco Business
March 2016	Representative Director and Executive
Vice President; and President, Tobacco
Business
January 2020	Member of the Board
March 2020	Deputy Chairperson of the Board
June 2020	Outside Director, Benesse Holdings, Inc.
(Current Position)
June 2021	Outside Director, TDK Corporation(Current Position)
March 2022	Chairperson of the Board (Current
Position)January 2023	Outside Director, &Capital Inc. (Current
Position)
Significant Concurrent Positions Outside the Company
Outside Director, Benesse Holdings, Inc.
Outside Director, TDK Corporation
Outside Director, &Capital Inc.

April 1983	Entered the Ministry of Finance (hereinafter the Ministry)
July 2006	Director for the Budget Bureau, Planningand Administration Division of Budget
Bureau, the Ministry
July 2009	Head of Secretariat Division, Minister’s
Secretariat, the Ministry
August 2012	Deputy Director-General of the Budget
Bureau, the Ministry
July 2015	Deputy Vice Minister, the Ministry
July 2017	Director-General of the Budget Bureau,
the Ministry
July 2018	Administrative Vice Minister, the Ministry (Retired from the office in July 2020)
June 2021	Outside Audit & Supervisory Board
Member, Yomiuri Land Co., Ltd. (Current
Position)
December 2021	Outside Audit & Supervisory Board
Member, The Yomiuri Shimbun Osaka

Head Office (Current Position)
	Outside Audit & Supervisory Board
Member, The Yomiuri Shimbun Seibu
Head Office (Current Position)
March 2022	Deputy Chairperson of the Board(Current Position)
June 2022	Outside Audit & Supervisory Board
Member, The Yomiuri Shimbun Tokyo
Head Office (Current Position)
Significant Concurrent Positions Outside the Company
Outside Audit & Supervisory Board Member, Yomiuri
Land Co., Ltd.
Outside Audit & Supervisory Board Member, The
Yomiuri Shimbun Osaka Head OfficeOutside Audit & Supervisory Board Member, The
Yomiuri Shimbun Seibu Head OfficeOutside Audit & Supervisory Board Member, The
Yomiuri Shimbun Tokyo Head Office

April 1989	Joined the Company
July 2005	Vice President, Secretary’s Office
July 2008	Vice President, Corporate Strategy
Division
June 2011	Senior Vice President; Chief Strategy
Officer; and President, Food Business
June 2012	Senior Vice President; and Chief Strategy
OfficerJune 2013	Member of the Board, Japan Tobacco
Inc.

	Executive Vice President, JT International S.A.
January 2018	President and Chief Executive Officer
March 2018	Representative Director and President,
Chief Executive Officer (Current Position)
Significant Concurrent Positions Outside the Company
Chairman and Managing Director, JT International
Group Holding B.V.

Kei Nakano*
Representative Director andExecutive Vice President
Date of birth: March 1, 1968
Number of shares held: 31,100

Main Kohda
Director (Independent Outside Director)
Date of birth: April 25, 1951
Number of shares held: 0

Yukiko Nagashima
Director (Independent Outside Director)
Date of birth: April 4, 1961
Number of shares held: 0

Masato Kitera
Director (Independent Outside Director)
Date of birth: October 10, 1952
Number of shares held: 0

Tetsuya Shoji
Kiyohide Hirowatari*
Representative Director andExecutive Vice President
Date of birth: November 11, 1965
Number of shares held: 66,300

104Japan Tobacco Inc. Integrated Report 2022

April 1989	Joined the Company
July 2010	Vice President, Legal Division
June 2012	Senior Vice President; Chief Legal Officer; and Vice President, Legal Division
July 2014	Senior Vice President; and Chief Legal Officer
January 2015	Senior Vice President; and Head ofTobacco Business Planning Division,
Tobacco Business
January 2017	Senior Vice President, Human Resources
January 2018	Executive Vice President, Compliance,
General Affairs, Legal, Corporate
Strategy, IT, CSR, Human Resources andOperation Review & Business Assurance

March 2018	Representative Director and Executive
Vice President, Compliance, General
Affairs, Legal, Corporate Strategy, IT,
CSR, Human Resources and Operation
Review & Business Assurance
January 2019	Representative Director and Executive
Vice President, Corporate, Pharmaceutical and Processed Food Businesses
January 2022	Representative Director and Executive
Vice President, Corporate, Sustainability
Management, Pharmaceutical andProcessed Food Businesses (Current
Position)

Director (Independent Outside Director)
Date of birth: February 28, 1954
Number of shares held: 0

April 1991
Joined the Company
April 2011	Vice President, M&S Strategy Department, Tobacco Business Development
June 2014	President and Chief Executive Officer, TS
Network Co., Ltd.
January 2016	Senior Vice President, Communicationsof the Company
October 2019	Senior Vice President, Corporate
Strategy

March 2020	Director, Japan Growth Investments
Alliance, Inc.
January 2022	Senior Vice President, Corporate
Strategy of the Company
January 2023	Representative Director and Executive
Vice President, Finance, Corporate
Communications, Business Development and D-LAB (Current Position)

September 1995	Started independently as novelist(Current Position)
January 2003	Member of Financial System Council,
the Ministry of Finance
April 2004	Visiting Professor, Faculty of Economics,
Shiga University
March 2005	Member of the Council for Transport
Policy, the Ministry of Land, Infrastructure, Transport and Tourism
November 2006	Member of the Tax Commission, Cabinet
Office, Government of Japan
June 2010	Member of the Board of Governors,
Japan Broadcasting Corporation

June 2012	Outside Director of the Company(Current Position)
June 2013	Outside Director, LIXIL Group Corporation
June 2016	Outside Director, Japan ExchangeGroup, Inc. (Current Position)
June 2018	Outside Director, Mitsubishi Motors
Corporation (Current Position)
Significant Concurrent Positions Outside the Company
Novelist
Outside Director, Japan Exchange Group, Inc.
Outside Director, Mitsubishi Motors Corporation

April 1985	Joined Recruit Co., Ltd. (Currently,
Recruit Holdings Co., Ltd.)
April 2006	Corporate Executive Officer, Recruit Co., Ltd.
January 2008	President and Representative Director,
Recruit Staffing Co., Ltd.
October 2012	Corporate Executive Officer, Recruit
Holdings Co., Ltd.
June 2016	Standing Audit & Supervisory Board
Member, Recruit Holdings Co., Ltd.
(Current Position)
April 2018	Standing Audit & Supervisory Board Member, Recruit Co., Ltd. (Current Position)

March 2019	Outside Director of the Company(Current Position)
June 2021	Outside Audit & Supervisory Board
Member, Sumitomo Corporation (Current Position)
Significant Concurrent Positions Outside the Company
Standing Audit & Supervisory Board Member, Recruit
Holdings Co., Ltd.
Standing Audit & Supervisory Board Member, Recruit
Co., Ltd.
Outside Audit & Supervisory Board Member, Sumitomo
Corporation

April 1976	Entered the Ministry of Foreign Affairs(hereinafter the Ministry)
January 2008	Director-General for Sub-Saharan African Affairs, Middle Eastern and African
Affairs Bureau, the Ministry	Secretary General, Fourth Tokyo
International Conference on African
Development
July 2008	Director-General, International Cooperation Bureau, the Ministry
January 2010	Deputy Vice-Minister, the Ministry
September 2012	Assistant Chief Cabinet Secretary
November 2012	
Ambassador Extraordinary and Plenipotentiary of Japan to People’s Republic of China

April 2016	Ambassador Extraordinary and Plenipotentiary of Japan to the French Republic
June 2016	Ambassador Extraordinary and Plenipotentiary of Japan to the French Republic, Principality of Andorra and Principality of Monaco(Retired from the position in December 2019)
April 2020	Adviser of the Company
June 2020	Outside Director, Marubeni Corporation(Current Position)
	Outside Director, Nippon Steel Corporation (Current Position)
March 2021	Outside Director of the Company(Current Position)
Significant Concurrent Positions Outside the Company
Outside Director, Marubeni Corporation
Outside Director, Nippon Steel Corporation

April 1977	Joined Nippon Telegraph and Telephone Public Corporation
June 2006	Senior Vice President and General Managerof the Personnel Department, Nippon Telegraph and Telephone West Corporation
June 2009	Senior Vice President and Head ofGeneral Affairs, Nippon Telegraph andTelephone Corporation
June 2012	Senior Executive Vice President andRepresentative Member of the Board,
NTT Communications Corporation
June 2015	President & CEO and Representative
Member of the Board, NTT Communications Corporation
October 2018	Representative Member of the Board, NTT, Inc.

June 2020	Corporate Advisor, NTT Communications Corporation (Current Position)
March 2021	Outside Director, Sapporo Holdings
Limited (Current Position)
June 2021	Outside Director, Hitachi Zosen Corporation (Current Position)
	Outside Director, Mitsubishi Logistics
Corporation (Current Position)
March 2022	Outside Director of the Company(Current Position)
Significant Concurrent Positions Outside the Company
Corporate Advisor, NTT Communications Corporation
Outside Director, Sapporo Holdings Limited
Outside Director, Hitachi Zosen Corporation
Outside Director, Mitsubishi Logistics Corporation

Japan Tobacco Inc. Integrated Report 2022

105

IDENTITY

MATERIALITY andSUSTAINABILITY

BUSINESS andSTRATEGIESGOVERNANCE

FINANCIAL INFORMATION /OTHERSManagement structure
Five Audit & Supervisory Board Members (including three Outside Audit & Supervisory Board Members） (As of March 24, 2023)

Hideaki KashiwakuraStanding Audit & Supervisory
Board Member
Date of birth: February 28, 1969
Term of office: 4 years from March 2023
Number of shares held: 0

Tsutomu Hashimoto
Standing Audit & Supervisory
Board Member

April 1991	Joined the Company
July 2012
Controller
October 2014	Vice President, M&S Management
Department, Tobacco Business Division
January 2017	Manager, Hokkaido Branch, Tobacco
Business Division
January 2019	Deputy Chief Financial Officer (Assistantto CFO)

April 1991
Joined the Company
March 2019	Vice President, Operational Review andBusiness Assurance

January 2021	President, Chief Executive Officer, JT
BusinessCom Inc.
March 2023	Standing Audit & Supervisory Board
Member of the Company (Current
Position)

March 2023	Standing Audit & Supervisory Board
Member of the Company (Current
Position)

Date of birth: May 31, 1967
Term of office: 4 years from March 2023
Number of shares held: 200

Shigeru Taniuchi
Standing Audit & Supervisory
Board Member(Independent Outside Audit &Supervisory Board Member)
Date of birth: September 7, 1962
Term of office: 4 years from March 2023
Number of shares held: 0

Nobuo Inada
Audit & Supervisory Board
Member (Independent
Outside Audit & Supervisory
Board Member)
Date of birth: August 14, 1956
Term of office: 4 years from March 2023
Number of shares held: 0

Hiroko Yamashina
Audit & Supervisory Board
Member (Independent
Outside Audit & Supervisory
Board Member)
Date of birth: May 20, 1963
Term of office: 4 years from March 2023
Number of shares held: 0

April 1986	Entered the Ministry of FinanceJuly 2008	Director, Allowance Control and Mutual
Assistance Insurance, Budget Bureau,
Ministry of FinanceJuly 2009	Director, Agriculture, Forestry and Fisheries Section Budget Bureau, Ministry of
Finance
July 2010	Director, Treasury, Financial Bureau,
Ministry of FinanceJuly 2011	Director, National Property Policy
Planning, Financial Bureau, Ministry of
Finance
July 2012	Director-General, Policy-Based Finance,
Financial Bureau, Ministry of Finance
June 2013	Director of Coordination Division,
Financial Bureau, Ministry of Finance(Retired from the office in July 2014)
July 2014	Deputy Director-General of Minister’s
Secretariat, Social Welfare and War
Victims’ Relief Bureau, Ministry of Health,Labour and Welfare
October 2015	Deputy Director-General of Minister’s
Secretariat, Medical Insurance, Ministryof Health, Labour and Welfare
July 2017	Deputy Director-General of Minister’s
Secretariat, Elderly Health Care, Ministryof Health, Labour and Welfare
July 2018	Director, Social Welfare and War Victims’
Relief Bureau, Ministry of Health, Labourand Welfare
August 2020	Director-General, Secretariat of Headquarters for Overcoming Population
Decline and Vitalizing Local Economy inJapan, Cabinet Secretariat Director, Social Security Reform, Cabinet Secretariat
February 2021	Concurrently serving as Director of
Loneliness and Isolation Office, Cabinet
Secretariat
November 2021	Deputy Director-General, Secretariat of
the Digital Garden City Initiative Panel,
Cabinet Secretariat
December 2021	Concurrently serving as Head of Preparation Work Group for Bill of EstablishingChildren and Families’ Agency, Cabinet
Secretariat
June 2022	Concurrently serving as Head of preparation Work Group for Establishment ofChildren and Families’ Agency, Cabinet
Secretariat (Retired in June 2022)
March 2023	Standing Outside Audit & Supervisory
Board Member of the Company (Current
Position)

April 1981	Appointed as Public Prosecutor
October 2008	Deputy Vice-Minister of Justice, Ministryof Justice
August 2011	Director-General, Criminal Affairs
Bureau, Ministry of Justice
January 2014	Vice-Minister of Justice, Ministry ofJustice
September 2016	Superintending Prosecutor, Sendai High
Public Prosecutors Office
September 2017	Superintending Prosecutor, Tokyo High
Public Prosecutors Office
July 2018	Prosecutor-General (Retired in July
2020)

October 2020	Registered as Attorney at Law (Current
Position)
June 2021	Outside Director, Audit & Supervisory
Board Member, Nomura Securities Co.,
Ltd. (Current Position)
March 2023	Outside Audit & Supervisory Board
Member of the Company (Current
Position)
Significant Concurrent Positions Outside the Company
Attorney at Law, Inada Law Firm
Outside Director, Audit & Supervisory Board Member,
Nomura Securities Co., Ltd.

April 1986	Joined Orient Leasing Co., Ltd. (Currently, ORIX Corporation)
March 2007	Head of Office of Internal Controls, ORIX
Corporation
May 2010	Executive Officer, ORIX Life Insurance
Corporation
January 2013	Managing Executive Officer, ORIX Life
Insurance Corporation
January 2014	Corporate Officer, ORIX Corporation
January 2016	Group Executive, ORIX Corporation(Current Position)

President, ORIX Credit Corporation
January 2021	Chairman, ORIX Credit Corporation(Current Position)
March 2023	Outside Audit & Supervisory Board
Member of the Company (Current
Position)
Significant Concurrent Positions Outside the Company
Group Executive, ORIX Corporation
Chairman, ORIX Credit Corporation

Executive Officers
President
Masamichi Terabatake(As of January 1, 2023)

Akihiro Koyanagi

Kenji Ogura

Manufacturing, Tobacco Business, Japan

Corporate Governance, Compliance

Daniel Torras

Hisato Imokawa

Executive Vice Presidents
Kiyohide Hirowatari

Performance & Integration, Tobacco Business,Japan

Chief Sustainability Officer

Corporate, Sustainability Management, Pharmaceutical and Processed Food Businesses

Suguru Fujiwara

Chief Executive Officer*

Kei Nakano

Corporate Affairs & Communications, Tobacco
Business, Japan

Finance, Corporate Communications, Business
Development and D-LAB

Muneaki Fujimoto

Senior Vice Presidents
Junichi Fukuchi

Shigenori Ohkawa

Chief Executive Officer, Tobacco Business, Japan

Eiichi Kiyokawa

Hiromasa Furukawa

Chigusa Ogawa
Leaf Procurement, Tobacco Business, Japan

Shuichi Hirosue
Marketing, Tobacco Business, Japan

Chief Financial Officer and Corporate Communications

Yoshiyuki Mishima
People & Culture

President, Pharmaceutical Business

Head of Central Pharmaceutical Research Institute, Pharmaceutical Business

Sales, Tobacco Business, Japan

Nobuya Kato

Food Business

Hisashi Shimobayashi
Information Technology

Yuki Otaki
D-LAB* Masamichi Terabatake concurrently serves as
President, Tobacco Business

Osamu Hirose
General Counsel

Hiroyuki Fukuda
Corporate Strategy

Members of the JTI Executive Committee(As of April 1, 2023)

Eddy Pirard

Rob Stanworth

Vassilis Vovos

President and Chief Executive Officer

Executive Vice President, Chief Consumer andProduct Officer

Executive Vice President, Chief Financial Officer

Takehiko Tsutsui

Note: The members above report directly to Eddy
Pirard, President and Chief Executive Officer

Koji Shimayoshi
Executive Vice President and Deputy CEO

Executive Vice President, Reduced-Risk Products

Stefan Fitz
Executive Vice President, Chief Commercial
Officer

Notes: 1. F or reasons for appointment of the Directors and Audit & Supervisory Board Members, please refer to the Notice of Convocation of the 38th Ordinary General
Meeting of Shareholders
Notes: 2. W e have established a set of independence criteria. For details, please refer to the JT Corporate Governance Policy

106

Japan Tobacco Inc. Integrated Report 2022

Japan Tobacco Inc. Integrated Report 2022

107

MATERIALITY andSUSTAINABILITYIDENTITY

BUSINESS andSTRATEGIESFINANCIAL INFORMATION /OTHERS

GOVERNANCE

Management structure

The concept of skills necessary for the Directors

We have adopted the following composition of the Board of
Directors in order to enable the Directors to identify the JT
Group management strategies and make decisions on important matters, as well as to effectively supervise all operations. The Advisory Panel on Nomination and Compensation
has repeatedly engaged in discussions on the compositionof the Board of Directors:nT he Board may have as many members as necessary andappropriate, up to a maximum of 15. It comprises diverse
professionals with a high sense of ethics and integrity as
well as knowledge, experience and skills, taking into consideration such factors as gender, international experience,
work experience, race, ethnicity, cultural background, andother aspects of diversity, along with the skills necessary toserve as Directors.

nT he Board includes at least one-third of Independent
Outside Directors with qualifications conducive to theCompany’s sustainable profit growth and corporate
value over the medium and long terms, in order tostrengthen the supervisory functions and transparency ofmanagement.

We expect in particular that each Director will demonstrateskills based on their knowledge and experience in thefollowing areas, in light of our management principle, JT
Group Purpose and business plan, in order for the Boardof Directors to properly fulfill its roles and responsibilities.
We believe that the Board of Directors as a whole has thenecessary skills at this time.

Areas in which skills are expected to be particularly effective
n

n

n

n

n

n

108

“ Corporate Management,” including the JT Group’s management strategy, operations, and business strategy basedon 4S model, our management principle
“Global Management,” which is essential for the JT Group,
which operates globally
“Corporate Finance, Accounting and Capital Policy” and“Legal, Compliance, and Risk Management," which are thebasis of decision-making for effective management andbusiness activities
“IT/Information Security” is one important managementfoundation for strengthening the competitiveness of the
JT Group
“Corporate Governance,” which is the foundation of ourcorporate activities in order to maximize stakeholder value,
pursue sustainable profit growth, and grow corporate value
over the long term
“Sustainability/Environment and Society,” which we consider core to our management initiatives and for which we
formulate strategies based on the 4S model and materiality
analysis

Japan Tobacco Inc. Integrated Report 2022nn

“ D&I/Organizational Behavior and Human Resource
Management,” one of our focus areas, is being promoted
so that all JT Group employees can feel motivated in theirwork and maximize their abilities
“Business Development/M&A” to formulate strategies andcarry out measures for further development and businessgrowthIn addition, in light of the roles and responsibilities of the
Audit & Supervisory Board Members to oversee the job
performance of the Directors, we are particularly expecting
Audit & Supervisory Board Members to demonstrate theirskills in the areas of “Corporate Finance, Accounting andCapital Policy,” “Legal, Compliance and Risk Management,”
and “Corporate Governance.” At present, we believe that theentire Audit & Supervisory Board has the necessary skills.

Skills matrix for proposed Directors and Audit & Supervisory Board Members
Areas in which skills are expected to be particularly effective

Name

Position

Corporate
Management

GlobalManagement

MutsuoIwai

Chairpersonof the Board●●

ShigeakiOkamoto

DeputyChairpersonof the Board

Masamichi
Terabatake
Kiyohide
Hirowatari
Kei
NakanoMain
Kohda
YukikoNagashima
MasatoKiteraTetsuya
Shoji

Representative Director●

Representative Director●

Representative Director●

Standing
Audit &

HideakiSupervisory
Kashiwakura Board●●●

IT/Information
Security●●

D&I/Organizational
SustainBehavCorporate
ability/Businessior andGoverEnvironDevelopHumannancement andment/M&A
Resource
Society
Management
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

OutsideDirector
OutsideDirector●●

OutsideDirector
OutsideDirector

Corporate
Legal,
Finance,CompliAccountance anding and
Risk ManCapitalagement
Policy

●
●

●
●

●

●
●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

MemberTsutomu
HashimotoStanding
Audit &
Supervisory
Board
MemberShigeru
TaniuchiStanding
and Outside
Audit &
Supervisory
Board
Member

Nobuo
Inada

OutsideAudit &
Supervisory
Board
MemberHirokoYamashina

OutsideAudit &
Supervisory
Board
Member●●●●Japan Tobacco Inc. Integrated Report 2022

109