Corporate governanceCorporate GovernanceTokyo 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 through enhancing corporate
governance systems. We are endeavoring to develop systems with a commitment to management legality, soundness, andtransparency. Tokyo Gas continues to emphasize the importance of accurate and prompt decision making, efficient business
operations, strengthening of auditing and monitoring 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 the Board
to monitor the performance of directors.
The Board of Directors comprises 11 directors, 3 of whom areoutside 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 and knowledge,
the outside directors strive to secure the soundness andappropriateness of deliberations and decisions regarding
business execution. From an independent viewpoint, theoutside directors monitor the performance of duties by the
directors and exercise their authority at meetings of the Boardof Directors. In this way, the outside directors contribute to theimprovement of the rationality and objectivity of the company’sbusiness 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:
http://www.tokyo-gas.co.jp/IR/english/gvnnc/pdf/
independence.pdf) The Advisory Committee has confirmedthat none of the outside officers has a material conflict ofinterest 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 designated them as independent officers and reported
that designation to the stock exchanges on which thecompany is listed.
Realizing Accurate and Rapid Decision Making, andEfficient Business Execution

35

The Corporate Executive Committee, which meets weekly asa general rule, deliberates on provisions stemming from
Board of Directors’ resolutions and important management-

related 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 designated areasof responsibility, while directors, as appropriate, receive
reports on the status of execution from executive officers andmonitor the executive officers. In addition, executive officers
report to the Board of Directors as needed. (To clarify
management responsibility and executive responsibility, theterms of office of directors and executive officers have been
fixed at one year.)
Analysis and Evaluation of Effectivenessof the Board of Directors
To maintain and enhance effectiveness of the Board of
Directors, the Board analyzed and evaluated its effectiveness infiscal 2016 as last year. Specifically, the Board took into accountof self-evaluation of each director in the form of a questionnaire,and discussed its outcome and the Board’s effectiveness.
According to the results of the questionnaire, no item scoredless than 4 on average in the five-point scale, and no item
showed a decline of 0.5 or more on the average score. It has
therefore been confirmed that no major improvement is needed.
Concerning the items related to the Board’s function as aplace to discuss medium- to long-term policies andstrategies, the scores were lower than those of other items
again, as in fiscal 2015. We will further enhance theeffectiveness of the Board of Directors in this area, by taking
into account their numerous discussions in fiscal 2016.

Progress in Governance Composition of the Board of Directors
2017

2002
Directors

9

OutsideDirectors

Inside Audit &Supervisory Board
members

Outside Audit &InsideDirectors

2

InsideDirectors

8

OutsideDirectors

3

Audit &
Supervisory
Board members
Board 23 Supervisory
members

Inside Audit &Supervisory Board
members

Outside Audit &Board 32 Supervisory
members

TOKYO GAS ANNUAL REPORT 2017

Corporate Governance System

Customers

Local Communities

Shareholders / Investors

General Shareholders’ Meeting
Appointment

ReportAppointment

Appointment

ReportReport and proposal

Board of Directors1
Inquiry

Audit,
etc.

MonitorCollaboration

Collaboration

Audit

Internal Audit Department

Collaboration

Audit & Supervisory Board3

Independent Auditors

AnswerAdvisory Committee2

ReportReport and proposal

President (Corporate Executive Committee4 )Management Ethics Committee
Safety Committee

Approval

Customer Satisfaction
Promotion Committee

Deliberation
and report

Investment Evaluation Committee
Environmental Committee
Settlement andmonitorCorporate Communications
Promotion Committee

Reportsubmission

Risk Management Committee

Audit
General Shareholders’Meeting
Stakeholders
Tokyo Gas Co., Ltd.

Other In-House Committees
Add to agenda
and report

Business Departments / Subsidiaries
Decision and monitoring

Business Operations

1 Board of Directors: 11 directors (3 outside directors and 8 internal directors), 5 Audit & Supervisory Board members (3 outside auditors and 2 internal auditors)
2 Advisory Committee: 3 representatives from outside directors and outside Audit & Supervisory Board members, Chairman (1), and President (1)3 Audit & Supervisory Board: 5 Audit & Supervisory Board members (3 outside auditors and 2 internal auditors)
4 Corporate Executive Committee: President, 2 Executive Vice Presidents, and 11 Senior Executive Officers (3 of the representative directors also serve as President and Executive Vice Presidents)

Overview of Corporate Governance System (As of June 29, 2017)
Number of directors
Average age of directors

11
62.0

Participation of outside directors in determination of
director candidates

Yes

Number of meetings of Board of Directors*

12

Number of outside directors

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 members

3

Performance-linked remuneration

Yes

6

Share purchase system to reflect the perspective ofshareholders in management

Yes

Number of independent officers
Participation of outside directors / outside Audit & Supervisory
Board members in determination of remuneration

Yes

100%
One year* Total for the period from April 2016 to March 2017

Working to Promote Transparent Management and Create a Flexible and Open Corporate Culture
In fiscal 2002, the company established the Management
Ethics Committee, chaired by the President. We also formed
in-house committees to address issues that are importantfrom a management 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.

36

Corporate governance

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 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 with directors
to exchange opinions, both on a regular basis and otherwise
as needed.
In regard to the internal control system for financial reporting,
the Audit & Supervisory Board members receive evaluationsof internal control and reports on the status of audits from theBoard of Directors, etc., and KPMG AZSA LLC.

Outside Audit & Supervisory Board Members

37

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 theBoard of Directors through their statements at meetings ofthe Board of Directors. In addition, through their statements
and the exercise of their majority voting rights at meetings of
the Audit & Supervisory Board, the outside Audit &Supervisory Board members contribute to assuring andimproving 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 of knowledge
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 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 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 designated them as independent officers and reported
that designation to the stock exchanges on which thecompany is listed.

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.
(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.

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 toperform that role.

4 Composition and Other Details of Remuneration Paid to
Audit & Supervisory Board Members

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 andfrom 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 evaluating companywide performance and performance of operating units fromthe standpoints of motivating inside directors to execute
management strategies and reflecting their performanceclearly in their remuneration. The amount of bonus to be paid
shall be determined in accordance with the post of each
inside director after performance evaluation.

TOKYO GAS ANNUAL REPORT 2017

Officer Remuneration(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.
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.

Composition of Remuneration for Directors
Fixed remuneration

Performance-linked
remuneration* Monthly remuneration of outside directors are fixed remuneration only.

Total Remuneration for Directors and Audit & Supervisory Board Members (Fiscal 2016)
Number of officers*1 Total value of remuneration

Remuneration for directors(excluding outside directors)

Remuneration for Audit & Supervisory Board members(excluding outside Audit & Supervisory Board members)

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

Base

Bonuses

10¥467 million¥405 million¥62 million

2¥74 million¥74 million-

7¥64 million¥58 million¥6 million*1 The number of officers included in the total value of remuneration for directors, Audit & Supervisory Board members, and outside officers includes three directors (of which one was outside officer)
who retired upon the conclusion of the 216th Annual Shareholders’ Meeting.

38

Corporate governance

Advisory Committee

Compliance

In February 2005, we established the Advisory Committee toassure objectiveness and transparency in management. It
has been defined that this committee will have no more than
6 members consisting of no more than 3 representatives fromoutside of the company and no more than 3 internal
representatives, and that one of the outside representatives
will serve as the committee’s chairman.
Today, the Advisory Committee has 5 members: 3
representatives from the outside directors and outside Audit& Supervisory Board members as well as the Chairman and
the President. In accordance with inquiries from the Board of
Directors, the Advisory Committee deliberates on officer
candidates and officer remuneration in a fair and appropriatemanner and makes reports to the Board of Directors. The
committee also deliberates on the independence of outside
officer candidates.

Internal Control System
To secure management legality, soundness, and transparency
and to realize its management philosophy, the company has
formulated the “Basic Policy on Development of Corporate
Structures and Systems for Internal Control System” and thecompany is applying 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: Teruhiko Tanaka,
Yoshihide Takehisa, and Yoshihiro Uehara. For each of theseauditors, the number of consecutive years of auditing service
is seven years or less (as of June 29 2017).
Compensation for Independent Auditors (Fiscal 2016)

39

Compensation for auditing services¥257 million

Compensation for non-auditing services¥21 million

Total¥278 million

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

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

We have established the Management Ethics Committee,
chaired by the President. This committee discusses at theexecutive level basic compliance policies and all aspects ofcompliance initiatives by the company, monitors theimplementation of compliance-related measures, andconfirms activity programs from the following year andthereafter. The Compliance Department operates counselingservice counters, distributes information within and beyond
the Tokyo Gas Group companies, and promotes a thoroughawareness of ongoing activities related to our Code of
Conduct, which represents a compliance standard of theTokyo Gas Group and was revised in April 2017, so as tofurther meet the expectations of society. The ComplianceDepartment also supports a wide range of compliance-related
activities for each department. These include development ofcompliance promotion systems, encouragement awarenessand educational 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 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 the viewpointof strict compliance with laws, corporate ethics, and social
norms. When concerns are identified, the group conducts
follow-up audits in the following year to verify progress intackling those concerns.

Enterprise Risk Management System

Crisis Management System

In fiscal 2003, the company established an enterprise risk
management (ERM) system and drew up risk management
regulations, which include documented rules concerning
major risks faced by the group.
The Risk Management Committee was established in fiscal
2008 with the aim of tracking progress regarding theestablishment and the operational status of the ERM system
as well as improving the level of ERM. The committee
periodically undertakes risk assessments and checks on thestatus of the ERM system. It also reports to the Corporate
Executive Committee and obtains the necessary approvals.
Moreover, in fiscal 2011, the risk management function wasmade the responsibility of the Corporate Planning
Department, and there has been a framework in place for
implementing unified ERM in conjunction with operational
management.
Under the framework, around 120 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 (PlanDo-Check-Act) cycle.

Because the company provides public services that comprisea lifeline, for many years it has also had a crisis management
system that serves as a response system in case an accident
or other risk-related event actually occurs. Specifically, we
have formulated Emergency Response Organization
Regulations. In case of crises, including major natural
disasters, such as earthquakes, or production or supply
disruptions arising from major accidents at pipelines or
terminals, as well as influenza, terrorism, failures in missioncritical IT systems, and compliance problems, the Emergency
Response Organization responds 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 event of a major earthquake of themagnitude assumed by Japan’s Cabinet Office, a major
accident disrupting gas supply, a widespread blackout, an
outbreak of influenza, etc. This plan is in place to reinforce
the company’s risk management system.

Enterprise Risk Management (ERM) System

Emergency Response Organization

TOKYO GAS ANNUAL REPORT 2017

Risk Management System

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

President

Executive Office*(Organization Leader)
Reflection of results of risk assessment
Suggestion of
establishmentof Emergency
Response
Organization, etc.

Corporate Executive Committee
Confirmation of major Group risks

Report / proposal for plan forassessment of major Group risks /other essential matters

Clear statement of risk
management policies

Instructions /ordersReportCollaboration

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

Business Departments

Corporate
Planning Dept.

Business Departments / Subsidiaries(1) Identifying and evaluating risks, formulating andimplementing risk countermeasures(2) Improvement of risk assessment, countermeasures* The organizational unit in charge of the executive office isdetermined in advance in accordance with the type of theemergency.

(Group-wide coordination)

40

Corporate governance

Board of Directors (As of June 29, 2017)

Tsuyoshi Okamoto

Michiaki Hirose

Takashi UchidaDirector, Chairman

Representative Director,
President

Representative Director

April1970 Joined the Company

April

June

1997 Deputy Chief Executive of Northern Regional

April

Business Div.
1998 General Manager of Documents Dept.
1999 Assistant to Director in charge of General
Administration Dept.
2002 Executive Officer and General Manager ofCorporate Planning Dept. of Strategic Planning Div.
2004 Senior Executive Officer and Chief Executive ofStrategic Planning Div.
2004 Director, Senior Executive Officer and Chief
Executive of Strategic Planning Div.
2006 Director, Senior Executive Officer, Chief Executiveof Corporate Communication Div. and in charge ofCompliance Dept. and Internal Audit Dept.
2007 Representative Director, Executive Vice President
and in charge of Personnel Dept., Secretary Dept.,
General Administration Dept., Compliance Dept.
and Internal Audit Dept.
2009 Representative Director, Executive Vice President
and in charge of Personnel Dept., Secretary Dept.,
General Administration Dept. and Compliance Dept.
2010 Representative Director, President
2014 Director and Chairman of the Board
2016 Outside Director of JAPAN POST BANK Co., Ltd

of Corporate Communication Div.
April
2006 Executive Officer and General Manager ofCorporate Planning Dept. of Strategic Planning Div.
April
2007 Senior Executive Officer and in charge ofCorporate Planning Dept., Infrastructure Project
Dept., Finance Dept., Accounting Dept. and
Affiliated Companies Dept.
April
2008 Senior Executive Officer and in charge ofCorporate Planning Dept., Investor Relations
Dept., Finance Dept., Accounting Dept., AffiliatedCompanies 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 ofCorporate Planning Dept., Project Management
Dept., Corporate Communications Dept. and
Affiliated Companies Dept.
April
2012 Representative Director, Executive Vice President
and Chief Executive of Living Energy Div.
April
2013 Representative Director, Executive Vice President andChief Executive of Residential Sales and Service Div.
April
2014 Representative Director, President

June
June
June
April
June
April

April

April

April
April
June

41

1974 Joined the Company
2004 Executive Officer and Assistant to Chief Executive

April1979 Joined the Company

June

2006 General Manager of Pipeline Planning Dept. ofApril

2009 General Manager of Corporate Planning Dept.

April

2010 Executive Officer and General Manager ofApril

2012 Senior Executive Officer and in charge of Personnel

Pipeline Network Div.

Corporate Planning Dept.

April
June
April

April

Dept., Secretary Dept., Compliance Dept. andInternal Audit Dept.
2013 Senior Executive Officer and Chief Executive ofEnergy Resources Div.
2015 Director, Senior Executive Officer and Chief
Executive of Energy Resources Div.
2016 Representative Director, Executive Vice President
and Chief Executive of Residential Sales andService Div.
2017 Representative Director, Executive Vice President
and Chief Executive of Residential Service Div.

Kunio Nohata

Takashi Anamizu

Akihiko Ide

Director

Director

Outside Director

April1984 Joined the Company
November 2006 General Manager of Infrastructure Project Dept.
April
2008 Acting General Manager of Energy Sales & Service
Planning Dept. of Energy Solution Div.
April
2009 General Manager of Total Energy Business Dept. ofEnergy Solution Div.
April
2011 General Manager of Gas Resources Dept. ofEnergy Resources Business Div.
April
2013 Executive Officer and General Manager of Gas
Resources Dept. of Energy Resources Business Div.
April
2015 Senior Executive Officer,
President, Representative Director of Tokyo Gas
Engineering Solutions Corporation
April
2017 Senior Executive Officer of the Company, Chief
Executive of Power Business Div., In charge ofEnvironmental Affairs Dept.
June
2017 Director, Senior Executive Officer of the Company,
Chief Executive of Power Business Div., In chargeof Environmental Affairs Dept.

April
1985 Joined the Company
January 2010 General Manager of Project Management Dept.
April
2012 General Manager of Residential Fuel Cell Business
Development Dept. of Living Energy Div.
April
2015 Executive Officer and General Manager of Sales
Innovation Planning Dept.
April
2016 Senior Executive Officer, Chief Executive of Energy
Resources & Global Business Division.
April
2017 Senior Executive Officer, Chief Executive of Global
Business Div.
June
2017 Director, Senior Executive Officer, Chief Executiveof Global Business Div.

April

1965 Joined Mitsubishi Metal Mining Company Ltd.

June

1994 General Manager of General Affairs &June1997 Director of Mitsubishi Materials CorporationJune

2000 Managing Director of Mitsubishi Materials

June2002 Executive Vice President of Mitsubishi Materials

June2004 President of Mitsubishi Materials CorporationJune

2010 Chairman of Mitsubishi Materials Corporation

April

2015 Senior Advisor of Mitsubishi Materials CorporationJune

2015 Advisor of Mitsubishi Materials CorporationJune

2017 Retired as Advisor of Mitsubishi Materials Corporation(Current Mitsubishi Materials Corporation)
Administration Dept. at Mitsubishi Materials
Corporation

Corporation
Corporation

Director of Sakai Chemical Industry Co., Ltd.

Outside Director of the Company

Fumio Murazeki

Masaru Takamatsu

Representative Director

Director

Director

April

1979 Joined the Company

April1979 Joined the Company

April1980 Joined the Company

April2006 General Manager of Industrial Gas Sales Dept. ofApril

2009 General Manager of Residential Sales Planning

April

2005 General Manager of Home Service Planning Dept.

Energy Sales and Service Div.
2008 General Manager of Gas Resources Dept. ofEnergy Resources Div.
2010 Executive Officer and General Manager of Gas
Resources Dept. of Energy Resources Div.
2011 Executive Officer and General Manager of Sales
Marketing 1 Dept. of Living Corporate Sales andServices Div.
2012 Senior Executive Officer and Chief Executive ofRegional Development Marketing Div.
2015 Senior Executive Officer and Chief Executive of IT
Div. and in charge of Environmental Affairs Dept.
and Fundamental Technology Dept.
2015 Director, Senior Executive Officer and Chief
Executive of IT Div. and in charge of Environmental
Affairs Dept. and Fundamental Technology Dept.
2016 Director, Senior Executive Officer and Chief
Executive of Energy Solution Div., General Manager
of Volume Sales Dept. of Energy Solution Div.
2017 Representative Director, Executive Vice President
and Chief Executive of Energy Solution Div.

Dept. of Living Energy Div.
April
2010 Executive Officer and General Manager of Residential
Sales Planning Dept. of Living Energy Div.
April
2013 Senior Executive Officer and Head of Sales
Marketing of Energy Solution Div.
October 2014 Senior Executive Officer and Head of Sales
Marketing of Energy Solution Div. and General
Manager of Energy Sales & Service Planning Dept.
April
2015 Senior Executive Officer and Chief Executive ofEnergy Solution Div. and General Manager of Volume
Sales Dept. of Energy Solution Div.
April
2016 Senior Executive Officer of the Company
President, Representative Director of TOKYO GASLIQUID HOLDINGS CO., LTD.
June
2016 Director, Senior Executive Officer of the Company
President, Representative Director of TOKYO GASLIQUID HOLDINGS CO., LTD.

April

2006 General Manager of Business Partnership Support

April

2010 General Manager of LIFVAL Project Management

April2011 Executive Officer and General Manager of LIFVAL

April

2012 Executive Officer and General Manager of Corporate

April

2014 Senior Executive Officer and in charge ofApril

2015 Senior Executive Officer and in charge of

April
April
April

April
April

June

April

April

of Home Service Div.
Dept. of Home Service Div.
Dept. of Living Energy Div.
Project Management Dept. of Living Energy Div.
Planning Dept.
Corporate Planning Dept. and Affiliated Companies
Dept.

April

June

April

Yoshinori Katori

Chika Igarashi

Outside Director

Outside Director

TOKYO GAS ANNUAL REPORT 2017

Satoru Yasuoka

Corporate Planning Dept., Personnel Dept., ChibaIbaraki 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 chargeof Personnel Dept., Secretary Dept., General
Administration Dept., Compliance Dept., andInternal Audit Dept.
2017 Director, Senior Executive Officer and in chargeof Purchasing Dept., Secretary Dept., General
Administration Dept., Compliance Dept., andInternal Audit Dept.

Reasons for selecting
Outside Directors
Akihiko Ide
The company’s management will
benefit from Akihiko Ide’s cosmopolitan
outlook he has acquired in overseas
businesses in the general materials
industry, particularly in Asia, as well as
the strong management capabilities anddeep insight he has acquired through awide range of business development inresource business and others.

April1973 Joined Ministry of Foreign Affairs
August 2004 Director-General of Consular Affairs Bureau
August 2005 Press Secretary/Director-General for Press andPublic Diplomacy of Minister’s Secretariat
August 2006 Ambassador Extraordinary and Plenipotentiary to
the State of Israel
October 2008 Ambassador for ASEAN, and Science andTechnology Cooperation, Ministry of Foreign
Affairs
April2010 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

April1997 Registered as an attorney at law

April1997 Joined a law firm in Tokyo Metropolitan area

July

2006 Joined Asahi Law Office (Currently Nishimura &

June
June

Asahi Law Office)2007 Registered as an attorney at law in New York State,
USA2016 Outside Director of the Company

Yoshinori Katori
The company’s management will benefit
from Yoshinori Katori’s cosmopolitan andbroad outlook as well as the deep insighthe has acquired over his many years as a
diplomat.

Chika Igarashi
The company’s management will benefit
from Chika Igarashi’s advanced legal
expertise, broad perspective, and deep
insight she has acquired over her many
years in corporate legal affairs.

42Corporate governance

Audit & Supervisory Board Members (As of June 29, 2017)

Hideaki Obana

Hideaki Arai

Yoshihiko Morita

Audit & Supervisory
Board Member

Audit & Supervisory
Board Member

Outside Audit &Supervisory Board
Member1979 Joined the Company

April1978 Joined the Company

April

July

2003 General Manager of Marketing Dept., Living

April

2007 General Manager of Pipeline Network Div.

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

April2010 Executive Officer, General Manager of Pipeline

April2013 Senior Executive Officer, Chief Executive of

April

2015 Senior Executive Officer, Chief Executive of Regional

April

2016 Senior Executive Officer, Chief Executive of Region Div.

March2017 Retired as Senior Executive Officer
2017 Audit & Supervisory Board Member of the Company

April
April
April
April
April

April

March
June

Dept., Pipeline Network Div.
Pipeline Network Div.
Development Marketing Div.

June

Executive Officers
President
Executive
Vice Presidents
SeniorExecutive
Officers

Michiaki Hirose
Takashi Uchida

Chief Executive of Residential Sales and Service Div.

Satoru Yasuoka

Chief Executive of Energy Solution Div.

Fumio Murazeki

President, Representative Director of TOKYO GAS LIQUIDHOLDINGS

Masaru Takamatsu In charge of Purchasing Dept., Secretary Dept., General

Administration Dept., Compliance Dept., and Internal Audit Dept.

Kunio Nohata

Chief Executive of Power Business Div., in charge ofEnvironmental Affairs Dept.

Takashi Anamizu

Chief Executive of Global Business Div.

Shin Yamagami

Chief Executive of Information Technology Div. and Technology
Research & Innovation Div.

Isao Nakajima

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

Satoru Sawada

In charge of Corporate Planning Dept., Corporate
Communications Dept., and Tokyo 2020 Olympic and Paralympic

Tadashi Komiyama Chief Executive of Pipeline Network Div.

43

Koki Hayakawa

Chief Executive of Region Div.

Kentaro Kimoto

Chief Executive of Gas Resources & Energy Production Div.

Hiroshi Kishino

President, Representative Director of Tokyo Gas Living
Holdings, and General Manager of Residential Sales & Service
Innovation Project Dept. of Residential Sales & Service Div.

Executive
Officers

Shinichi Takagi Toshiyasu Ishii Nobuhisa Kobayashi Yohei Nitta Tomoyuki Yoshioka
Shinichi Sasayama Ayumi Shigitani Minoru Sanari Yoshiharu Kikuyama
Akihiko Matsuda Takashi Higo Isao Hosoya

Executive
Specialist

Masami Takayanagi

April
1969 Joined Export-Import Bank of Japan
October 1999 Full-time Auditor of Japan Bank for International
Cooperation
October 2000 Director of Japan Bank for International
Cooperation
October 2004 Vice Governor of Japan Bank for International
Cooperation
October 2008 Representative Director and Senior 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 Member of theCompany
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

Masato Nobutoki

Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberYoshihiko Morita
The company’s auditing will benefit
from Yoshihiko Morita’s expansive
international way of thinking and deep
insight nurtured through work in the fields
of international finance and overseas
economic cooperation.

April
1985 Joined The Yomiuri Shimbun
March 1991 Retired from The Yomiuri Shimbun
Freelance journalist
2007 Part-time lecturer at School of Social and
AprilInternational Studies of University of Tsukuba
2014 Outside Audit & Supervisory Board Member of the
June
Company

April

April

April

April
May
April

April
June

Message from an
Outside Audit &Supervisory
Board Member

Masato Nobutoki

1981 Joined Mitsubishi Corporation

September 2002 Head of the secretariat of Government Exhibition

Projects for EXPO 2005 Aichi, Japan, Producer
Associates Co. Ltd.
2004 General Manager of Planning & Event Office ofGovernment Exhibition Projects Dept., Japan
Association for the 2005 World Exposition
2007 Joined City of Yokohama
Director General of City Growth Strategy
Promotion Department, Economic Affairs Bureau,
City of Yokohama
2009 General Manager of Climate Change Policy
Project, City of Yokohama
2011 General Manager of Climate Change Policy
Headquarters, City of Yokohama
2012 Executive Director of Future City Promotion,
Climate Change Policy Headquarters, City of
Yokohama
2016 Consultant of Future City Promotion, Climate
Change Policy Headquarters, City of Yokohama
2017 Outside Audit & Supervisory Board Member of theCompany

Major concurrent positions
Outside Director of Kawasaki
Heavy Industries, Ltd.

Wako Tojima
The company’s auditing will benefit from
Wako Tojima’s wealth of expertise anddeep insight as a science journalist.

Masato Nobutoki
The company’s auditing will benefit from
Masato Nobutoki’s abundant experienceacquired in corporate and local
government as well as his deep insight.

Using my experience in the industry,
government, and academics, I intend
to contribute to Tokyo Gas’s value
creation.

of accelerating movement toward local production
and local consumption of energy in Japan (andelsewhere), I strongly believe that the communitycentered network of Tokyo Gas is a big advantage.

Appointed as Outside Audit & Supervisory

projects, in relation to energy policies

Board Member in June 2017

Anticipating diversification of energy supply (suchas increases in solar and biomass energy) and amore networked environment, integration of citymanagement, energy policy, and environmental
policy will undoubtedly become even moreof a major social challenge. Tokyo Gas, as anenergy supplier, will be heavily involved with local
governments, companies, and citizens. As I haveexperience in projects to cutting across sectionsof a major company or a local government that
suffered from sectionalism, I would like to use thisexperience and support information exchange
and coordination of different departments or withoutside organizations.
Diffusion of renewable energy, electric cars, andother products may change the prevailing conceptof energy in addition to changing people’s lives.
Tokyo Gas may evolve from an energy supplier toa total life service provider. Without staying in aframework of Outside Audit & Supervisory Board
Member, I intend to endeavor to help Tokyo Gas
become an even more valuable company for thesociety of the next-generation.

After working in a major trading company, I
served as administrative head of the main officeof Government Exhibition Projects for EXPO 2005
Aichi, and have since been involved in various
other capacities, such as in the area of community
alliance business at a university. In 2007 I joined
City of Yokohama and became engaged in citymanagement and various climate change policies
in positions such as Director General of the City
Growth Strategy Promotion Department and General
Manager of Climate Change Policy Headquarters.
I have had business relations with Tokyo Gas
through a smart grid experiment that City of
Yokohama was designated to conduct by thenational government in 2010. My impression ofTokyo Gas since that time is that its employees go
about their work from a citizen’s point of view andare not as arrogant as oftentimes seen with many
people in big companies. I think it has much to
do with the fact that Tokyo Gas provides special
services based on a sales network focused on avast number of individual households. In the context

TOKYO GAS ANNUAL REPORT 2017

Wako Tojima

Reasons for Selecting
Outside Audit & Supervisory
Board Members

Using my experience in interdisciplinary44