Corporate 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, 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 of management and executive responsibilities.

Board of Directors
In principle, the Board of Directors meets once a month to discussand decide important matters regarding business operations. Directors
must submit reports to the Board of Directors regarding the status ofexecution 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 yearwith the goal of further clarifying managerial responsibility.

Outside Directors
In accordance with their individual experience and knowledge, theoutside directors strive to secure the soundness and appropriatenessof deliberations and decisions regarding business execution. From an
independent viewpoint, the outside directors monitor the performanceof duties by the directors and exercise their authority at meetings ofthe Board of Directors. In this way, the outside directors contribute to

the improvement of the rationality and objectivity of the Company’sbusiness execution and of the deliberations and decisions of theBoard of Directors.
In making judgments about matters related to the independence ofoutside officers, such as capital, transactions, and relationships, we
comprehensively verify that they are unlikely to have conflicts ofinterest with general shareholders and they are in a position thatenables 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 a material conflict ofinterest with the Company—in regard to capital, transactions, or
relationships—and has confirmed their independence in accordancewith the above standards. The committee’s decision has beenreported 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.

Reasons for selecting Outside Directors
Name

Major concurrent positions

Reason for selecting

Yoshihiko Nakagaki—

The Company’s management will benefit from Yoshihiko Nakagaki’s management way of thinking nurtured in a wide range ofbusiness development activities, including electric power source development and electric power wholesale supply, and his
advanced capabilities in management, such as the implementation of reforms reflecting changes in the operating environment.

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 and deep insight he has
acquired through a wide range of business development in resource business and others.

Yoshinori Katori—

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

Realizing Accurate, Rapid Decision Making andEfficient Business Execution
The Corporate Executive Committee, which meets weekly as a
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 businessexecution in accordance with decisions of the Board of Directors.

Substantial authority has been delegated to executive officers in theirdesignated areas of 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, the terms of office of directors andexecutive officers have been fixed at one year.)

Audit & Supervisory Board Members
The audit & supervisory board members meet once a month as a
general rule and otherwise as needed. The five members of theboard, which include three 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 thefollowing principal initiatives.
● The audit & supervisory board members attend meetings of theBoard of Directors, the Corporate Executive Committee, and otherimportant meetings. They state their opinions relating to legality andother perspectives when necessary.
● The audit & supervisory board members conduct research into the

39

Tokyo Gas Annual Report 2015

state of operations at the head office, business offices, andsubsidiaries and hold discussions with directors to exchange
opinions, both on a regular basis and otherwise as needed.
The audit & supervisory board members cooperate closely with theInternal Audit Department, which is the internal audit organization,
and with the independent auditors and strictly audit the executionof duties by the directors, targeting the establishment of ahigh-quality corporate governance system.
● In regard to the internal control system for financial reporting, theaudit & supervisory board members receive evaluations of internal
control and reports on the status of audits from the Board of
Directors, etc., and KPMG AZSA LLC.
●

Corporate GovernanceOutside Audit & Supervisory Board Members

knowledge about finance and accounting.

The outside audit & supervisory board members conduct audits /monitoring from an independent viewpoint and contribute toimproving the rationality and objectivity of the Company’s businessexecution and of the deliberations of the Board of Directors throughtheir statements at meetings of the 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 and improving
the legality, appropriateness, rationality, and objectivity of the audits
by the audit & supervisory board members. In addition, with theobjective of assuring the effectiveness of audits by the audit &supervisory board members, the Company invites outside audit &supervisory board members who have a substantial degree ofIn making judgments about matters related to the independence ofoutside officers, such as capital, transactions, and relationships, we
comprehensively verify that they are unlikely to have conflicts ofinterest with general shareholders and they are in a position thatenables 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 a material interest with
the Company—in regard to capital, transactions, or relationships—andhas confirmed their independence in accordance with the above
standards. The committee’s decision has been reported to the Boardof Directors, which has designated them as independent officers andreported that designation to the stock exchanges on which theCompany is listed.

Reasons for Selecting Outside Audit & Supervisor Board Members
Name
Yoshihiko Morita

Major concurrent positions

Reason for selecting
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.

Outside Director of Kawasaki Heavy Industries, Ltd.

Kojiro Otani—

The Company’s auditing will benefit from Kojiro Otani’s abundant experience of organizational
management acquired in local government as well as his deep insight.

Wako Tojima—

The Company’s auditing will benefit from Wako Tojima’s wealth of expertise and deep insight as ascience journalist.

Officer Remuneration（3）Remuneration of outside directors shall comprise monthly
remuneration and bonus. Monthly remuneration shall comprise
only fixed remuneration, while bonus shall be the same as that ofinside directors.

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

A portion of fixed remuneration shall be allocated to the purchase of shares based on ashare-purchase guideline and from the standpoints of reflecting the perspectives ofshareholders on management and improving shareholder value over the long term.

The role demanded of officers is to seek to enhance short-, medium-,and long-term corporate value, and officer remuneration shall serveas an effective incentive for them to perform that role.

4 Composition and Other Details of Remuneration
Paid to Audit & Supervisory Board Members（1）Remuneration of audit & supervisory board members shall be
paid within the scope of the remuneration limit approved at theGeneral Shareholders’ Meeting determined through discussions
among 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（2）Remuneration of audit & supervisory board members shallcomprise only fixed monthly remuneration.

（1）Remuneration of directors shall be paid within the scope of the
remuneration limit approved at the General Shareholders’Meeting.

5 Assurance of Objectivity and Transparency of theRemuneration System（2）Remuneration of inside directors shall comprise monthly
remuneration and bonus. Monthly remuneration shall comprise
fixed remuneration paid in accordance with the post of eachindividual and performance-linked remuneration. The amount ofbonus to be paid shall be determined in accordance with the postof each inside director after performance evaluation.

The Company shall assure the objectivity and transparency of thesystem of officer remuneration by establishing and operating theAdvisory Committee comprising a number of outside directors,
outside audit & supervisory board members, and inside directors togovern the system of personnel affairs and remuneration of officers.

Total Remuneration for Directors and Audit & Supervisory Board Members (Fiscal 2014)
Millions of yen
TypeThousands of U.S. dollars*2
Type

Total value of
remuneration

Base

Bonuses

Total value of
remuneration

Base

BonusesRemuneration for directors (excluding outside directors)

9*1

¥460

¥408

¥52

$3,833$3,400$433

Remuneration for audit & supervisory board members(excluding outside audit & supervisory board members)

*1

2

¥ 74

¥ 74

—

$

617

$ 617

—

Remuneration for outside officers(outside directors and outside audit & supervisory board members)

7*1

¥ 64

¥ 58

¥6

$

533

$

483

$ 50

*1 The number of officers included in the total value of remuneration for directors, audit & supervisory board members, and outside officers includes one director and one audit & supervisory board
member (of which one was outside officer) who retired upon the conclusion of the 214th Annual Shareholders’ Meeting.
*2 Equivalent U.S. dollar amounts are included for the convenience of readers outside Japan and are converted at a rate of ¥120 per U.S. dollar, the prevailing exchange rate at the end of March 2015.
These conversions should not be construed as representations that the Japanese yen amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any otherrate of exchange.

Tokyo Gas Annual Report 201540

Corporate GovernanceCorporate Governance System
Customers

Local Communities

Shareholders / Investors

General Shareholders’ Meeting
Appointment
Appointment

Advisory Committee*2

Audit, etc.

MonitorCollaboration

ReportApproval

Deliberation andreportCustomer Satisfaction Promotion Committee
Investment Evaluation Committee
Environmental Committee

Report submission

Settlement and monitor

Corporate Communications Promotion Committee
Risk Management Committee

Audit
Add to agenda and report

General Shareholders’ Meeting
Stakeholders
Tokyo Gas Co., Ltd.
Business Operations

Business Departments / Subsidiaries and Affiliates
Decision and monitoring

：
：
：
：

11 directors (3 outside directors and 8 internal directors)
3 representatives from outside directors and outside audit & supervisory board members, Chairman (1), and President (1)5 audit & supervisory board members (3 outside auditors and 2 internal auditors)
President, 2 Executive Vice Presidents, and 10 Senior Executive Officers (3 of the representative directors also serve as President and Executive Vice Presidents)

Overview of Corporate Governance System
As of June 26, 2015

Number of directors
Average age of directors

11
64.4

Number of outside directors

3

Number of independent officers

6

Number of audit & supervisory board members

5

Number of outside audit & supervisory board members

3

Participation of outside directors / outside audit &supervisory board members in determination of remuneration

Yes

Participation of outside directors in determination of
director candidates

Yes

Number of meetings of Board of Directors*

11

Attendance rate of outside directors at meetings ofBoard of Directors*
Term of office of directors

100%
One year

Results-linked remuneration

Yes

Share purchase system to reflect the perspective ofshareholders in management

Yes* Total for the period from April 2014 to March 2015

Tokyo Gas Annual Report 2015

Safety Committee

President (Corporate Executive Committee*4)

Other In-House Committees

Audit

41

Report submission

Management Ethics Committee

Collaboration*1 Board of Directors*2 Advisory Committee*3 Audit & Supervisory Board*4 Corporate Executive Committee

Board of Directors*1
Inquiry

Internal Audit Department

Audit & Supervisory Board*3

Collaboration

Report submission

AnswerReportIndependent Auditors

Appointment

ReportWorking to Promote Transparent Management andCreate a Flexible and Open Corporate Culture
In fiscal 2002, the Company established the Management Ethics
Committee, chaired by the President. We also formed in-housecommittees to address issues that are important from a management
perspective, such as compliance, safety, customer satisfaction, andrisk management. This structure facilitates the sharing of information
within the Group as well as deliberations and adjustments regarding
the Group’s overall direction.

Corporate Governance

Advisory Committee
In February 2005, we established the Advisory Committee to assure
objectiveness and transparency in management. It has been definedthat this committee will have no more than six members consisting of
no more than three representatives from outside of the Company andno more than three internal representatives, and that one of theoutside representatives will serve as the committee’s chairman.
Today, the Advisory Committee has five members—three representa-

tives from the outside directors and outside audit & supervisory board
members as well as the Chairman and the President. In accordancewith inquiries from the Board of Directors, the Advisory Committee
deliberates on officer candidates and officer remuneration in a fair andappropriate manner and makes reports to the Board of Directors. The
committee also deliberates on the independence of outside officer
candidates.

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 andExchange Act, and the Company is being audited on that basis. The
Company’s audits are handled by three certified public accountants—
Teruhiko Tanaka, Shuichi Ikeya, and Masaru Miura. For each of theseauditors, the number of consecutive years of auditing service is sevenyears or less (as of June 26, 2015).

Compensation for Independent Auditors (Fiscal 2014)
Millions of yen

Thousands of U.S. dollars*Compensation for auditing services¥261$2,175Compensation for non-auditing services

¥ 22

$ 183

Total

¥283

$2,358* Equivalent U.S. dollar amounts are included for the convenience of readers outside Japan, and areconverted at a rate of ¥120 per U.S. dollar, the prevailing exchange rate at the end of March 2015.
These conversions should not be construed as representations that the Japanese yen amounts
have been, could have been, or could in the future be, converted into U.S. dollars at this or any
other rate of exchange.

Internal Control System
To secure management legality soundness and transparency and torealize its management philosophy, the Company has formulated the“Basic Policy on Development of Corporate Structures and Systems
for Ensuring Appropriateness of Operations (Internal Control System)
for the Tokyo Gas Group,” and the Company is applying this policy inan appropriate manner.
Specifically, the Company has established systems to ensure that

directors and their assistants perform their duties in a manner that iscompliant to relevant laws and regulations, the articles of incorporation, and other rules. In addition, crisis management provisions havebeen formulated to limit losses from risks related to investments andnatural disasters. The Company also defines guidelines for ensuring
the independence of audit & supervisory board members andguaranteeing the effectiveness of the Audit & Supervisory Board.

Compliance
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 by each workplace based on the fundamental policy● Establishment of the compliance PDCA cycle

Compliance Structure
We have established the Management Ethics Committee, chaired by
the President. This committee discusses at the management levelbasic 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 andthereafter. We have also established the Compliance Department tosupport compliance-related activities for each unit. These include
development of compliance promotion systems, encouragementawareness and educational campaigns about the code of conduct,
compliance risk reduction measures, maintenance of advisorysystems, and broad-based distribution of information within andbeyond the Tokyo Gas Group companies. To cultivate an understanding of compliance, we promote a thorough awareness of ongoing

activities related to our code of conduct that was revised in 2004. We
are also moving forward with a compliance casebook designed for
applying the code of conduct to various problems in the workplace,so as to achieve the permeation of compliance.

Compliance Risk Management
Through the effective operation of internal and external advisorysystems, we are endeavoring to ensure that compliance-related
problems are discovered and resolved quickly so that our corporate
self-regulatory processes will continue to function effectively. We
monitor the effectiveness of Group compliance promotion activities byconducting regular compliance awareness surveys of all employees.
The results of these surveys are reflected in initiatives for the following
years. The Compliance Audit Sect. of the Internal Audit Department
conducts audits of the Company, its subsidiaries, and its affiliates
focusing on the probability that risks will materialize and their degreeof importance from the viewpoint of strict compliance with laws,
corporate ethics, and social norms. When concerns are identified, theGroup conducts follow-up audits in the following year to verify
progress in tackling those concerns.

Tokyo Gas Annual Report 201542

Corporate GovernanceRisk Management System
Enterprise Risk 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 the establishment and theoperational status of the ERM system as well as improving the level ofERM. The committee periodically undertakes risk assessments andchecks on the status 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
was made 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 departments of Tokyo Gas andits subsidiaries and affiliates in order to promote ERM. Each year, we
assess risks and the implementation and improvement status ofcountermeasures. This system facilitates the steady implementationof the ERM-PDCA (Plan-Do-Check-Act) cycle.

Enterprise Risk Management (ERM) System
Corporate Executive Committee
Confirmation of major Group risks
Reflection of results of risk assessment

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

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

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

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

Crisis Management System
Because the Company provides public services that comprise alifeline, for many years it has also had a crisis management systemthat serves as a response system in case an accident or otherrisk-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 mission-critical IT
systems, and compliance problems, the Emergency Response
Organization responds to the situation immediately in accordancewith 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 earthquakeof the magnitude assumed by Japan’s Cabinet Office, a major
accident disrupting gas supply, a widespread blackout, an outbreakof influenza, etc. This plan is in place to reinforce the Company’s risk
management system.

43

Tokyo Gas Annual Report 2015

Clear statement of risk
management policies

Feedback of evaluation results /improvement proposals
Clear statement of risk
management policies

Emergency Response Organization
Suggestion of establishment of Emergency Response Organization, etc.

President (Organization Leader)
Instructions / orders

ReportBusiness Departments

Executive Office
Collaboration

Corporate Planning Dept.
(Group-wide coordination)* The organizational unit in charge of the executive office is determined in advance inaccordance with the type of the emergency.

Corporate GovernanceEfforts toward Diversity
1. Active Promotion and Development of Women

Ratio of Women in Management

Tokyo Gas recognizes the critical need to promote the success of adiverse pool of human resources and to create a workplaceenvironment that allows each and every employee to maximize his or
her various capabilities and strengths in order for it to secure growth
as a company. Guided by this understanding, we actively recruit andpromote women, while at the same time creating opportunities for
our female employees to excel across a wide range of occupational
fields. This in turn is helping to steadily increase the ratio of women in
management positions. In addition to upgrading and expanding ourchild-rearing and nursing care systems, Tokyo Gas places considerable weight on fostering employee awareness and creating anorganizational culture that is conducive to developing the careers of
the Company’s female employees by promoting a variety of initiatives
including seminars. Looking ahead, we will continue to actively
promote measures that will broaden the fields in which women can
excel.

％

7.0

6.3

5.8

6.0

5.3

5.1

5.0

4.3

4.6

4.0

3.0

2.0
2010.42011.42012.42013.42015.4 （Year/Month）

2014.4

2. Employment of People with Disabilities

our efforts to employ people with disabilities, we are improving ourfacilities in accordance with the type and level of disability, creating awork environment that is safe and comfortable, while also expanding
the locations and scope of work opportunities for people withdisabilities.

At Tokyo Gas, people with disabilities work alongside our other
employees and are performing a variety of duties. In order to further

As of April 2015, 138 people with disabilities were in our employment, which is 2.02% of total employees, achieving the statutory rate.

Promoting Work-Life Balance
1. Creating a workplace environment that allows
for balance between work and child as well as
nursing care
Tokyo Gas makes every effort to create a pleasant workplaceenvironment for both men and women. In order to provide
employees with increased flexibility in choosing their style of workand to better balance work with family concerns, the Company
has created systems for child-rearing and nursing care leave as
well as shorter working hours that exceed the levels mandated bylaw. We also offer systems that allow employees to take a leaveof absence for fertility treatment, to attend the school events of
their children and grandchildren, and to provide nursing care tofamily members. These systems are being widely used by our
employees.

2. Day for Leaving Work on TimeAt Tokyo Gas, one or more days are designated for employees toleave work on time each month. These days provide an
opportunity for employees to take another look at their methodsof working so that they can achieve maximum results within alimited period of time.

3. Encouraging employees to take summer
vacation
Tokyo Gas implements various measures aimed at encouraging
employees to take seven or more days of annual paid leave
between July and September each year. In addition to allowing
employees to refresh their minds and bodies, these efforts are
aimed at promoting variation in work styles.

Major Systems and the Number of Users
Number of Users (Fiscal Year)

SystemDetails

Category

2009

2010

2011

2012

2013

2014

M

F

M

F

M

F

M

F

M

F

M

F

Number of users (persons)

1

118

1

100

0

89

0

79

1

71

0

58

Rate of return to work (%)

100 100 100 97.5

ー 100 100 100ーChild-rearing leave

Until the end of April immediately following the child’s 3rd birthday

Child-rearing work

During pregnancy and until the child completes his/her sixth year of elementary school*; Flex-time system for childcare is available

207

202

235

219

226

221

Nursing care leave

Up to three years for one relative within the second degree of kinship requiring nursing care

4

5

3

1

1

2

Nursing care work

Up to two years for one relative with the second degree of kinship requiring nursing care
; Flex-time system for nursing care is available

4

3

3

2

1

0

Number of users (persons)

ー 100

96

Community service leave

Special leave (paid leave) of a maximum of five days within a year

21

20

149

134

77

42

Refreshment system

Provided to employees who reach the age of 30, 35, 40, and 50; Provided with commemorative gifts and special leave (paid leave)

637

685

657

651

631

668

Leave for spouse’s childbirthSpecial leave (paid leave) totaling five days is provided when a spouse gives birth

Leave system to attend to spouse

When an employee’s spouse is transferred overseas, he/she can receive up to three years of leave with the caveat that the employee live at the overseas location with the spouse (New system: Introduced from April 2014)

Note: Until March 31, 2013, the system was available up to the time when the child completed his/her 3rd year of elementary school.
Data is for Tokyo Gas on a non-consolidated basis.

Tokyo Gas Annual Report 201544

Corporate Governance
Board of Directors and Audit & Supervisory Board Members As of June 26, 2015
Directors

Director, Chairman

Representative Director, President

Tsuyoshi Okamoto

Michiaki Hirose

April
June
June
June
June
April
June
April

1970
1997
1998
1999
2002
2004
2004
2006

April
April
April
April

1974
2004
2006
2007

April

2008

April

2009

April

2007

June

2009

April
April
April

2009
2010
2014

Joined the Company
Deputy Chief Executive of Northern Regional Business Div.
General Manager of Documents Dept.
Assistant to Director in charge of General Administration Dept.
Executive Officer and General Manager of Corporate Planning Dept. of Strategic Planning Div.
Senior Executive Officer and Chief Executive of Strategic Planning Div.
Director, Senior Executive Officer and Chief Executive of Strategic Planning Div.
Director, Senior Executive Officer, Chief Executive of Corporate Communication Div.
and in charge of Compliance Dept. and Internal Audit Dept.
Representative Director, Executive Vice President and in charge of Personnel Dept.,
Secretary Dept., General Administration Dept., Compliance Dept. and Internal Audit Dept.
Representative Director, Executive Vice President and in charge of Personnel Dept.,
Secretary Dept., General Administration Dept. and Compliance Dept.
Representative Director, President
Director and Chairman of the Board

April
April

2012
2013

April

2014

Representative Director

Representative Director

Matsuhiko Hataba

Yutaka Kunigo

April
April
April
April
April
April

April
April
April

1977
2004
2007

April
April
April
June
April

2008
2010
2013
2013
2014

April

2015

1976
2004
2006
2007
2009
2012

June

2012

April

2013

April

2014

Joined the Company
General Manager of Human Resources Planning Dept. of Strategic Planning Div.
Executive Officer and General Manager of Human Resources Dept. of Business Support Div.
Executive Officer and General Manager of Corporate Planning Dept.
Senior Executive Officer and Chief Executive of Living Energy Div.
Senior Executive Officer and in charge of Corporate Planning Dept., TG-Group Reorganization
Project Dept. and Affiliated Companies Dept.
Director, Senior Executive Officer and in charge of Corporate Planning Dept.,
TG-Group Reorganization Project Dept. and Affiliated Companies Dept.
Director, Senior Executive Officer, and in charge of Corporate Planning Dept.
and Affiliated Companies Dept.
Representative Director, Executive Vice President and Chief Executive of Residential Sales andService Div.

Director

Joined the Company
General Manager of Gas Resources Dept. of Energy Resources Business Div.
Executive Officer and General Manager of Gas Resources Dept. of Energy Resources
Business Div.
Executive Officer and General Manager of Industrial Gas Sales Dept. of Energy Solution Div.
Senior Executive Officer and Chief Executive of Energy Resources Business Div.
Senior Executive Officer and Chief Executive of Energy Production Div.
Director, Senior Executive Officer and Chief Executive of Energy Production Div.
Representative Director, Executive Vice President, Chief Executive of Energy Solution Div.
and General Manager of Volume Sales Dept.of Energy Solution Div.
Representative Director, Executive Vice President and in charge of Power Business Planning Dept.,
Business Restructuring Project Dept., Gas Business Deregulation Project Dept.,
and Sales Innovation Planning Dept.

Director

Masahiro Mikami

Hiroaki Kobayashi

April
June
April
April
April
April
April

1975
2003
2004
2005
2007
2008
2011

April

2012

April
1980
April
2005
April
2006
April
2007
October 2007
April
2008
April
2009
April
2010
April
2012
April
2013

April

2013

June

2013

April

45

January 2010

Joined the Company
Executive Officer and Assistant to Chief Executive of Corporate Communication Div.
Executive Officer and General Manager of Corporate Planning Dept. of Strategic Planning Div.
Senior Executive Officer and in charge of Corporate Planning Dept.,Infrastructure Project Dept.,
Finance Dept., Accounting Dept., and Affiliated Companies Dept.
Senior Executive Officer and in charge of Corporate Planning Dept., Investor Relations Dept.,
Finance Dept., Accounting Dept.,
Affiliated Companies Dept. and Gas Industry Privatization Research Project Dept.
Senior Executive Officer and in charge of Corporate Planning Dept.
and Affiliated Companies Dept.
Director, Senior Executive Officer, and in charge of Corporate Planning Dept.,
Corporate Communications Dept., and Affiliated Companies Dept.
Director, Senior Executive Officer and in charge of Corporate Planning Dept., ProjectManagement Dept., Corporate Communications Dept. and Affiliated Companies Dept.
Representative Director, Executive Vice President and Chief Executive of Living Energy Div.
Representative Director,
Executive Vice President and Chief Executive of Residential Sales and Service Div.
Representative Director, President

2015

Joined the Company
General Manager of Saitama Branch of Customer Service Div.
General Manager of Saitama Branch of Corporate Communication Div.
General Manager of Secretary Dept. of Corporate Communication Div.
General Manager of Secretary Dept.
Executive Officer and General Manager of General Administration Dept.
Senior Executive Officer and in charge of Purchasing Dept., Real Estate Management Dept.,
Major Site Development Dept., and General Administration Dept.
Senior Executive Officer and in charge of General Administration Dept.,
Corporate Communications Dept. and Environmental Affairs Dept.
Senior Executive Officer and in charge of Secretary Dept., General Administration Dept.,
Corporate Communications Dept., Environmental Affairs Dept. and Compliance Dept.
Director, Senior Executive Officer and in charge of Secretary Dept.,
General Administration Dept., Corporate Communications Dept., Environmental Affairs Dept.
and Compliance Dept.
Director, Senior Executive Officer and in charge of Secretary Dept., General Administration
Dept., Corporate Communications Dept., Compliance Dept. and Internal Audit Dept.

Tokyo Gas Annual Report 2015

June

2014

April

2015

Joined the Company
General Manager of Technology Development Dept.
General Manager of Product Development Dept.
Assistant to Chief Executive of Living Energy Div.
General Manager of Area Development Planning Dept.
General Manager of Customer Safety Dept.
Executive Officer and General Manager of Customer Safety Dept.
Executive Officer and General Manager of Residential Fuel Cell Business Development Dept.
Senior Executive Officer, and Chief Executive of Technology Development Div.
Senior Executive Officer, Chief Executive of Technology Development Div.
and in charge of Smart Energy Business Development Dept.
Director, Senior Executive Officer, Chief Executive of Technology Development Div.,and in charge of Smart Energy Business Development Dept.
Director, Senior Executive Officer, Chief Executive of Pipeline Network Div.

Corporate GovernanceDirectors

Director

Director

Takashi Uchida

Satoru Yasuoka

April
June
April
April
April

1979
2006
2009
2010
2012

April
April
April
April

1979
2006
2008
2010

April

2011

April
June

2013
2015

April
April

2012
2015

June

2015

Joined the Company
General Manager of Pipeline Planning Dept. of Pipeline Network Div.
General Manager of Corporate Planning Dept.
Executive Officer and General Manager of Corporate Planning Dept.
Senior Executive Officer and in charge of Personnel Dept., Secretary Dept., Compliance Dept.
and Internal Audit Dept.
Senior Executive Officer and Chief Executive of Energy Resources Business Div.
Director, Senior Executive Officer, Chief Executive of Energy Resources Div.

Joined the Company
General Manager of Industrial Gas Sales Dept. of Energy Sales and Service Div.
General Manager of Gas Resources Dept. of Energy Resources Business Div.
Executive Officer and General Manager of Gas Resources Dept.
of Energy Resources Business Div.
Executive Officer and General Manager of Sales Marketing 1 Dept.
of Living Corporate Sales and Services Div.
Senior Executive Officer and Chief Executive of Regional Development Marketing Div.
Senior Executive Officer and Chief Executive of IT Div.
and in charge of Environmental Affairs Dept. and Fundamental Technology Dept.
Director, Senior Executive Officer, Chief Executive of IT Div.
and in charge of Environmental Affairs Dept. and Fundamental Technology Dept.

Outside Directors

Outside Director

Outside Director

Outside Director

Yoshihiko
NakagakiAkihiko
Ide

Yoshinori
Katori

April
June

April

1965

June

1994

June
June
June

1997
2000
2002

June
June
April
June
June

2004
2010
2015
2015
2015

1961
1996

June

1998

June

2000

June

2001

June

2009

June
June

2012
2014

Joined Electric Power Development Co., Ltd. (J-POWER)
Director and Department Director of Corporate Planning
Dept. of Electric Power Development Co., Ltd.
(J-POWER)Managing Director of Electric Power Development Co.,
Ltd. (J-POWER)
Vice President and Representative Director of ElectricPower Development Co., Ltd. (J-POWER)
President and Representative Director of Electric Power
Development Co., Ltd. (J-POWER)
Corporate Advisor of Electric Power Development Co.,
Ltd. (J-POWER)
Outside Director of the Company
Honorary Counselor of Electric Power Development Co.,
Ltd. (J-POWER)(Current position)

Joined Mitsubishi Metal Mining Co., Ltd. (Current
Mitsubishi Materials Corporation)
General Manager of General Administration Dept.
of Mitsubishi Materials Corporation
Director of Mitsubishi Materials Corporation
Managing Director of Mitsubishi Materials Corporation
Executive Vice President of Mitsubishi Materials
Corporation
President of Mitsubishi Materials Corporation
Chairman of Mitsubishi Materials Corporation
Senior Advisor of Mitsubishi Materials Corporation
Corporate Advisor of Mitsubishi Materials Corporation
Outside Director of the Company

April
AugustAugust

1973
2004
2005

August2006

October 2008
April

2010

March

2011

October 2014
June
2015

Joined Japan’s Ministry of Foreign Affairs
Director-General of the Consumer Affairs Bureau
Press Secretary/Director-General for Press and Public
Diplomacy of Minister’s Secretariat
Ambassador Extraordinary and Plenipotentiary to theState of Israel
Ambassador for ASEAN, and Science and Technology
Cooperation, Ministry of Foreign Affairs
Director-General of Foreign Service Training Institute, theMinistry of Foreign Affairs
Ambassador Extraordinary and Plenipotentiary to theState of Indonesia
Retired from the Ministry of Foreign Affairs
Outside Director of the Company

Audit & Supervisory Board Members

Audit & Supervisory Board Member

Audit & Supervisory Board Member

Tsutomu Oya

Hideaki Obana

April
June
Apri

1975
2002
2004

April
June
April

2006
2009
2010

April
July
April
April
April
April
April

1978
2003
2004
2005
2007
2009
2012

April

2013

April
April
June

2012
2013
2013

March
June

2015
2015

Joined the Company
General Manager of the International Affairs Dept. of the Strategic Planning Div.
Executive Officer, General Manager of Urban Energy Business Dept. of Energy Sales andService Div., and Acting General Manager of Volume Sales Dept.of Energy Sales and Service
Div.
Senior Executive Officer and Division Manager of Energy Resources Div.
Director, Senior Executive Officer, and Division Manager of Energy Resources Div.
Director, Senior Executive Officer, and Division Manager of Energy Production Div.
and in charge of the Environmental Affairs Dept.
Director, Senior Executive Officer, and Division Manager of Energy Production Div.
Director
Audit & Supervisory Board Member

Joined the Company
General Manager of Marketing Dept., Living Planning Div.
General Manager of Home Service Planning Dept. , Home Service Div.
General Manager of Kanagawa Branch, Corporate Communication Div.
General Manager of Corporate Communications Dept.
Executive Officer and General Manager of Corporate Communications Dept.
Senior Executive Officer and in charge of Purchasing Dept.,Real Estate Management Dept.,
Major Site Development Dept.
Senior Executive Officer and in charge of Purchasing Dept., Real Estate Management Dept.,
Personnel Dept., Internal Audit Dept.
Retired as Senior Executive Officer
Audit & Supervisory Board Member

Tokyo Gas Annual Report 201546

Corporate GovernanceOutside Audit & Supervisory Board Members

Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberYoshihikoMoritaKojiroOtani

Wako
TojimaApril
October

1969
2004

June

2012

June

2013

Joined Export-Import Bank of Japan
Deputy Governor and Managing Director ofJapan Bank for International Cooperation
President of Japan Institute for Overseas
Investment
Outside Audit & Supervisory Board Member of
the Company
Outside Director of Kawasaki Heavy
Industries, Ltd. (Current position)

March
April

1971
2003

April

2006

July

2008

June

2013

Joined Yokohama City Hall
Director General of General Affairs Bureau of
Yokohama City Hall
Director General of Waterworks Bureau of
Yokohama City Hall
Vice President of Kanagawa Water Supply
Authority
Outside Audit & Supervisory Board
Member of the Company

July

1983

March

1985

April
March

1985
1991

April

2007

June

2014

Participated in Student Exchange Programof Japan’s Ministry of Education at Departmentof Political Science of University of Kansas,
United States
Graduated from College of Comparative
Culture of University of Tsukuba
Joined The Yomiuri Shimbun,
Retired from The Yomiuri Shimbun,
Freelance journalist
Part-time lecturer at School of Social andInternational Studies of University of Tsukuba
Outside Audit & Supervisory Board Memberof the Company

Executive Officers
Michiaki Hirose

Executive
Vice
Presidents

Matsuhiko Hataba

Division Manager of Residential Sales and Service Div

Yutaka Kunigo

In change of Power Business Planning Dept.,
Business Restructuring Project Dept.,
Gas Business Deregulation Project Dept., andSales Innovation Project Dept.

SeniorExecutive
Officers

Masahiro Mikami

In charge of Secretary Dept., General
Administration Dept.,
Corporate Communications Dept.
Compliance Dept., and Internal Audit Dept.

Hiroaki Kobayashi

Division Manager of Pipeline Network Div.

Takashi Uchida

Division Manager of Energy Resources Div.

Satoru Yasuoka

Division Manager of Information Technology Div.,In charge of Environmental Affairs Dept.,and
Fundamental Technology Dept.

Fumio Murazeki

47

Executive
Officers

President

Division Manager of Energy Solution Div.,
General Manager of Volume Sales Dept. of Energy
Solution Div.

Hideaki Arai

Division Manager of Regional Development
Marketing Div.

Shin Yamagami

Division Manager of Energy Production Div.

Masaru Takamatsu

In charge of Corporate Planning Dept.,
Personnel Dept. Chiba-Ibaraki Project Dept.,
Group Management Project Dept., andGroup Personnel System Project Dept.

Isao Nakajima

CFO, in charge of Finance Dept., Accounting Dept. ,Purchasing Dept., and Real Estate Planning Dept.

Kunio Nohata

Tokyo Gas Engineering Solutions Corporation
Representative Director and President

Tokyo Gas Annual Report 2015

Fumihiko Hara

General Manager of Pipeline Planning Dept.,
Pipeline Network Div.

Kiyotada Den

General Manager of Corporate
Communications Dept.

Takahiro Saito

General Manager of Supply Control &Disaster Management Dept., Pipeline Network Div.

Shinichi Takagi

General Manager of Industrial Gas Sales Dept.,
Energy Solution Div.

Toshiyasu Ishi

General Manager of Power Business Planning Dept.

Satoru Sawada

General Manager of Corporate Planning Dept.

Nobuhisa Kobayashi Attached to the Division Manager of Energy Resources Div.,
President, Representative Director of Tokyo Gas Asia
Pte, Ltd.
Tadashi Komiyama

General Manager of Gas Business Deregulation Project Dept.

Koki Hayakawa

General Manager of Group Personnel System Project Dept.

Takashi Anamizu

General Manager of Sales Innovation Project Dept.

Kentaro Kimoto

General Manager of Gas Resources Dept.,
Energy Resources Div.

Executive Yoshiaki Tajima
Specialists

Attached to the Officer in charge of Corporate Planning Dept.
President, Representative Director of Tokyo Gas ChemicalCo., Ltd.

Hiroyuki Yamakawa Attached to the Chief Executive of Regional Development
Marketing Div.
President, Representative Director of Nagano Toshi Gas Co., Ltd.
Masami Takayanagi Senior Executive Officer, Representative Director ofTokyo Gas Engineering Solutions Corporation
President of Energy Solution Company
Minoru Sanari

Chief Manager of Legal Sect., General Administration Dept.

Corporate Governance

From the Perspectives of Outside Officers
Here, we seek the comments from newly appointed outside directors Akihiko Ide and Yoshinori Katori as well as outside audit & supervisory board
member Yoshihiko Morita.
Message from Outside Director
To date, my thoughts toward corporate governance have been influenced by experiences gained through my position at Mitsubishi
Materials Corporation. In taking up the post of outside director at Tokyo Gas, I believe that my role is to monitor the Company’s
management to ensure that the interests of shareholders are protected. In order to fulfill this role, I plan to make what I believe areimportant and necessary comments, and to oversee senior executive in the execution of their duties.
As a manufacturer of non-ferrous metals, Mitsubishi Materials is closely linked to the resource and energy industries. Looking
ahead, I would hope to utilize my many years of experience at Mitsubishi Materials to support the management of Tokyo Gas inefforts to ensure sustainable development and growth.
In the lead-up to a fully deregulated electric power and gas market from 2016, I believe that considerable potential exists for
substantial reorganization within the industry. In this regard, Tokyo Gas can be expected to confront an unprecedented harsh
operating environment. Against this backdrop, the ability of the Company to transform adversity into positive opportunities will holdthe key to continued growth.
Outside Director
It would appear that the government is looking to promote the creation of total energy companies through its pursuit of system
Akihiko Ide
reform in the energy sector. This will inevitably entail considerable reorganization by the Company as well as the industry as a whole.
One strategic initiative would of course be to confront the challenge of gas and electric power market reform head-on. From a personal perspective, I see merit in further
developing business by harnessing the Company’s inherent strengths in such areas as community-based services and urban development. Turning to overseas businessdevelopment activities, Tokyo Gas must also be well aware of the associated risks. In its efforts to pursue growth, the Company must recognize the need at this time formanagement to take the helm with a greater sense of urgency, and to steer Tokyo Gas toward a transformation that can adapt to the new era that lies ahead. Moving
forward, I am committed to supporting management as it strives to overcome a difficult business environment.

Message from Outside Director
Without exception, all countries place considerable importance on the energy industry when setting national policies. On thedomestic front, and with various issues including vigorous debate on whether or not to resume operations at nuclear power stations,Japan’s electric power sector is entering a difficult and challenging period. Against this backdrop, gas, as an environmentally friendly
and economic source of energy, is attracting increased attention. Looking at the global market as a whole, the demand for gas andother energy sources is projected to enjoy a period of prolonged growth particularly in Asia, which is noticeably expanding. Taking
each of these factors into consideration, competition to secure stable supplies of energy can be expected to become increasingly
fierce.
Working at the Ministry of Foreign Affairs, I was engaged in a variety of activities including the adjustment and coordination ofpolicies with foreign countries, and the promotion of cooperation. From this experience, I became acutely aware that Japan is not
only recognized throughout the world as a major consumer of energy, but is also held in high esteem for its developed energy
Outside Director
infrastructure and capabilities in energy conservation and efficient use. Over the years, I have witnessed many countries in Asia
Yoshinori Katori
seeking assistance in learning more about Japan’s energy infrastructure and support in adopting many of Japan’s energy
conservation technologies and techniques.
It is with a deep sense of honor that I take up the position of outside director of Tokyo Gas. First and foremost, I recognize the need to quickly acquire a complete
understanding of the Company, its business activities, and issues faced. Only then can I provide any comments and advice from an independent perspective and fulfill therole that is expected of an outside director. As the electric power and gas industry heralds a fully deregulated era, Tokyo Gas will in turn be required to undergo a drastictransformation. It would please me if my input from an outside perspective including a grasp on international affairs, knowledge of external relations, and broad network
were of some assistance to the Company in its transformation and efforts to secure a stable supply of gas.

Message from Outside Audit & Supervisory Board Member
I have now served as an outside audit & supervisory board member of Tokyo Gas for three years. Over this time, I have gained anacute understanding of the Company’s seven identified strengths, which include a safe and reliable brand that has been nurtured over
130 years, a solid track record focusing on its gas business as well as in the electric power field, outstanding performance in
upstream businesses encompassing the continuous and stable supply of fuels, robust infrastructure and a maintenance platform
centered on the Tokyo metropolitan area, accumulated technologies and the ability to create synergies with other forms of energy, asound pipeline network and direct contact with 11 million customers, and a workforce that is distinguished by its strong sense of
mission and responsibility that effectively serves a public utility role. Each of these strengths is a vital asset in the efforts of Tokyo Gas
to remain a leading player in the industry as a total energy company, and to address the challenges imposed by a fully deregulated
electric power and gas retail market.
Outside Audit &Supervisory Board Member

Yoshihiko Morita

Recently, corporate governance has attracted significant attention from society. For its part, Tokyo Gas was quick to appoint
outside officers and to adopt an advisory committee structure to determine officer remuneration. In addition to fostering a Board of
Directors that engages in vigorous and constructive debate, the Company has initiated various innovative measures to ensure thatimportant agenda items are given careful and comprehensive consideration.

In essence, proper corporate governance ensures that a company’s activities are conducted in a sound and transparent manner, which in turn facilitates continuous
improvement in corporate value. From my perspective, I believe that improvements in the corporate value of Tokyo Gas are best achieved by the Company fulfilling its
obligations both as a public entity that provides a stable supply of energy to society and a corporate entity that secures an appropriate level of profit. In addition to balancing
these dual obligations, it is equally important for Tokyo Gas to pay close attention to risk management against the backdrop of an environment that requires prompt
decision-making and further striking a balance between its domestic and overseas businesses. As I have mentioned, these steps are critical to the Company fully harnessing
its inherent strengths and to taking up the challenge of promoting growth amid a new era. Looking ahead, I would like to play a role in further enhancing corporate value
while offering my opinions from an outside and independent perspective.

Tokyo Gas Annual Report 2015

48