Kansai Electric Power Group Overview

Value Creation Story

Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems■ Basic concept on corporate governance
Based on the Kansai Electric Power Group Purpose & Values,
the Group will continue to meet the expectations of all its
stakeholders, thereby contributing to the sustainableimprovement of corporate value and the sustainable
development of society.
Recognizing that the most important management issue
for achieving this goal is strengthening corporate governance,
we have adopted the institutional design of a company with anominating committee, etc., which clearly separates
execution and supervision for our corporate governance, withthe aim of enhancing management transparency andobjectivity in business management.
In terms of supervision, in order to reflect the perspectivesof all our stakeholders, we have established a system with a
Board of Directors at the core focused on objective anddiverse perspectives as outsiders. By appropriately supervising
execution, we will improve transparency and objectivity inbusiness management.

General Shareholders’ Meeting
Appointment /Dismissal

Appointment /Dismissal

1. Supervision

Execution

Board of Directors

Nominating Committee

Compensation Committee

Audit Committee

Compliance Committee

Appointment /Dismissal

Supervision
Submission /Reporting

Audit
Advice /Guidance /Supervision
Reporting

Representative Executive
Officer, President

Executive Meeting
Various Committees
· Organizational Climate Reform
Committee
· Sustainability Promotion Council
· Nuclear Safety Verification
Committee
· Procurement Review Committee, etc.

Divisions/Offices
Internal audit

Accounting audit

Office of Internal Auditing

Note: The Kansai Electric Power Co., Inc. will also implement an appropriate governance system for Kansai Transmission and Distribution, Inc., insofar as the Company has
the right to do so as its shareholder, based on the premise of ensuring neutrality as a general power transmission and distribution business operator.
Kansai Electric Power Group Integrated Report 2023

In our Company, the Executive Meeting and various
committees are placed under the Board of Directors, which
has been charged with management responsibility by theGeneral Shareholders’ Meeting. While executing operations
appropriately, we supervise the execution of duties by ourdirectors and executive officers through the Board of Directors.
We have adopted the institutional design of a company with anominating committee, etc. since June 2020, which clearly
separates execution and supervision for our corporate
governance, with the aim of enhancing managementtransparency and objectivity in business management.

Submission /Reporting

Supervision

Accounting Auditors■ Overview of current corporate governance

Board of Directors<Structure>
In light of our business scale, business description, approachto managerial issues, and supervisory function, as well as
diversity, including gender, internationality, work history andage, the Board of Directors is a necessary and appropriate
structure composed of independent outside directors (eight
persons) with ample experience and knowledge cultivated as
executives or professionals in a wide range of fields and insidedirectors (five persons) who have abundant expertise andabilities in our business.
In addition, from the perspective of appropriate decisionmaking and effective supervision, the number of the Board
members shall be 20 or less, a majority of which shall be
independent outside directors.
The Chairperson of the Board of Directors shall be an
independent outside director.

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Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems<Roles and responsibilities>
Based on the standpoints of our diverse and wide-ranging set ofstakeholders, the Board of Directors aims to achieve sustainablegrowth and increase the corporate value of the Group over the
medium to long term. To achieve these ends, the Board takes on
the following main responsibilities: to illuminate the future path of
the Group, including our corporate strategy, develop an
environment that supports appropriate risk-taking by executive
officers, and provide highly effective supervision of managementfrom an independent and objective standpoint.
We will decide basic management policies such as
management plans after thorough discussions from a variety ofperspectives, regularly monitor progress and reflect results in our
future policies. In addition, we will establish effective internal
control and risk management systems, supervise management witha focus on compliance, and support executive officers for their swift
and strong-minded decision-making. Moreover, for particularly
important matters, the Board of Directors will provide special
supervision that requires in-depth reporting.
From the standpoint of clearly separating execution andsupervision, the Board of Directors, in principle, delegates decisions
on business execution to executive officers in line with basic
management policies. Regardless of whether or not delegation to
executive officers is made, if necessary, especially important
decisions on business execution are discussed in advance at theBoard of Directors meeting while they are being considered, andappropriate opinions and advice are provided from outside
directors and other directors before decisions are made.

Nominating Committee
The Nominating Committee is chaired by an independent outside
director and all of its four members are independent outside
directors.
The Nominating Committee resolves proposed agenda for
General Shareholders’ Meeting regarding the appointment andKansai Electric Power Group Integrated Report 2023

dismissal of directors after establishing the “Policy for nominating
director candidates.” The Committee also resolves/deliberates onmatters related to the appointment of executives. In addition, theCommittee is responsible for formulating a succession plan for the
Executive Officer and President, as well as developing candidates
in a planned manner, with sufficient time and resources. In thecourse of this process, it is important for the Committee torecognize the appointment of the Executive Officer and President
as the most important strategic decision-making for sustainablegrowth of the entire Group and improvement of corporate value
over the medium to long term. In formulating the succession plan,
the Committee deliberates the outcome, required experience andskills, competency (ability), potential (quality), sense of value, andpersonality expected from the next Executive Officer andPresident, and reviews “what the President is supposed to be.”Moreover, utilizing internal assessment and external
assessment by third-party organizations, the Committee collects
information on candidates in a multifaceted way. Members also
directly interview candidates to clarify the appointment process,with high transparency and objectiveness ensured.
Chairperson: Sadayuki Sakakibara
Committee members: Takamune Okihara, Kazuko Takamatsu
and Seiji Manabe

Compensation Committee
The Compensation Committee is chaired by an independent
outside director and all of its four members are independent
outside directors.
The Compensation Committee resolves compensation ofrespective directors and executive officers after establishingthe “Policy for determining remuneration, etc. for directors andexecutive officers.” The Committee also resolves/deliberates
on other matters related to executive compensation. Whenconsidering various compensation-related issues, such as thestandard of compensation of directors, the Committee uses
data from external specialized organizations and examples
from other companies.
Chairperson: Kazuko Takamatsu
Committee members: S adayuki Sakakibara, Atsuko Kaga andSeiji Manabe

Audit Committee
The Audit Committee is chaired by an independent outside
director and consists of four outside and two inside directors notconcurrently serving as executive officers. To serve as an Audit
Committee member, each director is required to haveappropriate experience and abilities as well as necessary
knowledge of finance, accounting, and legal affairs.
The Audit Committee establishes basic policies and rules
necessary to execute its duties, and audits the execution ofduties by executive officers, directors, employees, and otherparties in the Company or its subsidiaries, from the viewpoint oflegality and appropriateness. In addition, the Committee reports
and expresses its opinions on the status and results of audits to
the Board of Directors. When necessary, the Committee provides
advice and recommendations to executive officers, etc.
The Audit Committee, the Office of Internal Auditing andaccounting auditors will conduct efficient and effective audits inclose collaboration as appropriate through exchanging opinions
on audit plans and audit results.
The Committee members participate in important meeting
structures, such as the Executive Meeting, and hear explanationsof matters of importance in business management fromexecutive officers.
Chairperson: Hiroshi Tomono
Committee members: Takamune Okihara, Fumio Naito,
Motoko Tanaka, Yasuji Shimamoto
and Nobuhiro Nishizawa

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Value Creation Story

Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems
Compliance Committee

Directors

For the purpose of strengthening the Group’s function tosupervise compliance, we have established a Compliance
Committee, which is independent from the President andother executive officers. The Committee is under the directcontrol of the Board of Directors. The Committee, a majorityof which including the Chairperson are outside experts,
deliberates and approves particularly important matters suchas basic policies for promoting compliance and policies foraddressing problematic events associated with directors,
executive officers, and others. When necessary, theCommittee also directly guides, advises and supervises the
President and other executive officers, as well as reporting
periodically to the Board of Directors.

<Nomination policy>
In performing their duties, our directors must be willing toconduct themselves with emphasis on compliance, in
accordance with the basic orientation of business
management and guiding principles specified in the Kansai
Electric Power Group Purpose & Values, the Kansai ElectricPower Group Code of Conduct, etc. Regarding the nominationof director candidates, the Nominating Committee makes adecision after deliberating comprehensively on whether the
candidate’s ability, experience, personality, insight, and otherelements are good enough to take on management of theCompany, also in light of diversity, including gender,internationality, work history and age, from the viewpoint ofappropriate decision-making and effective supervision.

The Company has established its own judgment criteria for
independency, as described below, in consideration ofrequirements for independent officers stipulated by the Tokyo
Stock Exchange, Inc. For outside directors, we assess their
independency using these criteria from the perspective of
their expected role in strengthening the supervisory functionof the Board of Directors. If an outside director concurrently
serves as an officer at another listed company, the number ofconcurrent positions is within a reasonable range so that thetime and labor required to properly fulfill the roles andresponsibilities as an outside director of the Company can be
secured.

<Judgment criteria for independency established by the Company>
The Company considers an outside director to be independent when the outside director does not fall under any of the categoriesof 1 to 9 below.

Kansai Electric Power Group Integrated Report 2023

1

A person to whom the Company is a major business partner, or abusiness executive for that person

2

A major business partner of the Company, or its business executive

3

A consultant, accounting professional or legal professional who receives alarge amount of money or any other assets, other than executive
compensation, from the Company (if the consultant, etc. who receives
such assets is an organization such as a corporation, a person who
belongs to that organization)

4

A person who receives a large amount of donations or membership feesfrom the Company, or a business executive for that person

5

A business executive of the auditing firm of the Company

6

A person who is a major shareholder of the Company, or a businessexecutive for that person and a business executive of a company forwhich the Company is a major shareholder

7

A business executive of a company which has accepted an executive
from the Company or a subsidiary of the Company

8

A person who has fallen under any of the categories of 1 to 7 above
recently

9

A spouse or relative within the second degree of kinship to a person
descried in either of the following items (excluding those who are not inapplicable positions)(1) A person listed in 1 to 3 above(2) A person who is currently or has recently been a business executive of
the Company or a subsidiary of the Company

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Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems<Directors’ skill matrix>
The following is a list detailing the experience and insight required for the members of the Company’s Board of Directors, who havebeen selected by the Nominating Committee, as well as skills possessed by directors.

Directors

Management
experience

Governance/
Riskmanagement

Sadayuki
Sakakibara●●

Takamune
Okihara●●Legal affairs/
Compliance

Finance/
Accounting

Industrial
policies●●●

KazukoTakamatsu

●

Fumio
Naito

●

●

MotokoTanaka

●

●
●

●
●

●

●

●
●

●

Nozomu
Mori

●

●

●

Koji
Inada

●

●

●

MakotoAraki●

Yasuji
Shimamoto●Nobuhiro
Nishizawa

Sales/
Marketing●●●Globalexperience●●

HiroshiTomonoPublicrelationsstrategies●

AtsukoKaga

Seiji
ManabeTechnologies

●

●
●

●

<Roles and responsibilities>
Directors shall actively express their opinions and havethorough and constructive discussions at the Board of
Directors, etc. When executing their duties, directors shalldiligently collect sufficient information by requesting
explanations from other directors and executive officers andthrough other means.
Outside directors’ roles include strengthening thesupervisory function of the Board of Directors from theirobjective external perspective, making use of their abundant
experience and insight as corporate managers and specialists.
Additionally, from the perspective of actively contributing todiscussions at the Board of Directors, outside directors actively
exchange opinions and cooperate fully with executive
officers.

●●<Training>
We hold training sessions for directors when and after theytake up their post on a periodical basis to provide theknowledge necessary to fulfill their roles and responsibilities.
For outside directors, we provide explanation about theGroup’s business, finances, organization, and other aspects on
a continual basis when and after they take up their post so
they can acquire the knowledge necessary to fulfill their roles
and responsibilities. In addition, we hold tours of our facilities
as appropriate and provide opportunities for them to talk with
our front-line staff to promote their understanding of ourbusiness.

Note: See page 105 for details regarding skills.

Kansai Electric Power Group Integrated Report 2023

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Value Creation Story

Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems
Details regarding skills
Skills necessary for supervising the management of the Company are selected in line with the management philosophy, Medium-term Management Plan, important issues, etc. of the Company.
Details regarding skills are as follows.

Management experience

Supervising overall management, including medium- to long-term management strategies such as the Zero Carbon Vision 2050, and management of humanassets and organizations, based on management experience as a company executive.

Governance/Risk management

Supervising the establishment of governance, the development of resilient business infrastructure, and systems and operation related to risk management for
overall business activities, including supply chains.

Legal affairs/Compliance

Finance/Accounting

Technologies

Industrial policies

Public relations strategies

Supervising business activities based on expertise from the perspective of legal affairs and compliance.
Supervising accurate financial reporting, maintenance of financial soundness, promotion of growth investment for improving corporate value, and financial
strategies, capital policies, etc. for realizing appropriate shareholder returns.
Supervising measures, etc. for the efficient operation of power generation business, etc. with top priority given to safety; identification and utilization of the latest
technological trends, such as hydrogen; and response to DX and cyber security.
Supervising measures for appropriate response to energy policy trends, etc., earning trust from communities including local governments, and regional
revitalization.
Supervising measures for deepening of bilateral communication with and earning trust from a wide range of stakeholders.

Global experience

Supervising overseas investment and collaboration with overseas businesses.

Sales/Marketing

Supervising measures for improving profitability by providing new value and services beyond electricity sales, etc.

Kansai Electric Power Group Integrated Report 2023

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Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems
2. Execution
Executive Officers<Appointment policy>
In performing their duties, our executive officers must be willingto conduct themselves in accordance with the basic orientationof business management and guiding principles specified in the
Kansai Electric Power Group Purpose & Values, the Kansai ElectricPower Group Code of Conduct, etc., and in adherence to thespirit of the President’s Oath to Stakeholders. Regarding theappointment/dismissal of executive officers, the Board of
Directors makes a decision after deliberating comprehensively on
whether the officer has abundant expertise, and whether theirexperience, business execution ability, personality, and otherelements are good enough to take on management of theCompany.
<Roles and responsibilities>
Executive officers make decisions on how the business of theCompany is carried out, which is delegated to them by the Boardof Directors and by the resolution of the Board of Directors, andalso execute the operations of the Company.
<Training>
We hold training sessions for executive officers when and after
they take up their post on a periodical basis to provide theknowledge necessary to fulfill their roles and responsibilities.

Executive Meeting and Committees
In order to deliberate on important business execution policies,
plans, and execution of business for the entire Group and toreceive necessary reports, based on the basic policies
determined by the Board of Directors, we hold Executive Meeting
every week as a general rule. The Executive Meeting is chaired by
Kansai Electric Power Group Integrated Report 2023

Executive Officer and President, and consists of all our executive
officers to ensure swift and appropriate corporate management.
In addition to the above, for the purpose of ensuring appropriate
and smooth business execution, we have established various
committee organizations that support decision-making throughthe Executive Meeting and the business execution by respective
divisions. These committees mostly consist of executive officers
in charge of duties related with respective goals, and meetings
are convened periodically or on an as-needed basis.
<Organizational Climate Reform Committee>
We have established the Organizational Climate Reform Committee,
aimed at comprehensively forging ahead with organizational
climate reform as well as measures to prevent recurrence of
inappropriate handling of information regarding customers who
have contracts with other power producers and suppliers and theviolations of the Anti-Monopoly Act in the retail electricity business.
The Committee’s responsibilities include identifying and analyzing
company-wide issues related to these incidents, formulating
comprehensive measures for recurrence prevention, discussing andpromoting specific measures for organizational climate reform andreinforcement of internal controls, and checking the implementation
status of such measures.
<Internal Control Board>
The Internal Control Board has been established to manage risks
associated with the Group’s business activities at an appropriate
level and to achieve sustainable growth of the Group. The Board
assesses the development and operation status of internal
control systems, discusses comprehensive improvement
measures, gives instructions for improvement of inadequacies,
checks the improvement status, and provides support.
<Sustainability Promotion Council>
To address sustainability-related issues, our Group’s basic concept

and code of conduct that we should strictly observe are
stipulated in the Kansai Electric Power Group Code of Conduct.
We also set up a Sustainability Promotion Council to draw up
comprehensive sustainability measures for the entire Group andcheck implementation status. At the same time, we performconcrete activities for the Group to contribute to the sustainablegrowth of society.
<Nuclear Safety Verification Committee / Nuclear Safety
Enhancement Committee>
Regarding nuclear safety, our principles associated with nuclear
safety to be succeeded to our employees in future generations
are clearly stated in our Commitment to Enhancing Nuclear
Safety. Based on this, we are making constant efforts to improvesafety. A Nuclear Safety Enhancement Committee has been set
up to enhance the safety of nuclear power on a company-widebasis. The Committee checks and conducts discussion on the
promotion of recurrence prevention measures and fostering ofsafety culture following the accident at Mihama Nuclear Power
Station Unit 3 and activities from a broad range of viewpoints,
including voluntary and continuous activities following theaccident at Tokyo Electric Power Fukushima Daiichi Nuclear
Power Station.
In addition, opinions and advice provided by the Nuclear
Safety Verification Committee from its independent position
have been reflected in our safety improvement initiatives.
<Procurement Review Committee>
For the purpose of ensuring appropriateness and transparency inthe procedures of construction orders and contracts as well as
payment of donations and cooperation funds, we haveestablished a Procurement Review Committee, the majority ofwhich are outside experts, with an examination mechanism fromthe perspective of such experts put in place.

106Kansai Electric Power Group Overview

Value Creation Story

Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems<Internal Auditing Committee>
Regarding internal audits, we have established an Internal
Auditing Committee in order to share and deliberate widelyranging management issues, such as safety and quality, gain
insights and information from outside the Company, and ensure
the adequacy of the internal audit process for the entire Group
from a fair and professional standpoint. In addition, as a
dedicated organization for conducting internal audits, the Officeof Internal Auditing (including certified internal auditors andqualified internal auditors) has been set up to audit theadequacy and effectiveness of the system and operational status
on a regular basis, this ensuring the adequacy of operations.

3. Advisors
The Company has adopted the following advisor system.
<System>Advisors may be appointed on an as-needed basis, if doing so
contributes to the sustainable development of the Group.
<Appointment/remuneration determination process>From the perspective of ensuring objectivity, when appointing
an advisor to a person who retired from the post of a director
or executive officer, the Nominating Committee, theCompensation Committee, and the Board of Directors decide
the necessity of such appointment, job description, andremuneration after rigorous deliberation, and disclose thecommissioned duties and the individual amount of
remuneration of the advisor.
<Roles>Advisors contribute to society through activities in businessand industrial communities and respond to requests from
Kansai Electric Power Group Integrated Report 2023

regional economic communities by making full use of theirown experience and human networks, toward the growth ofthe economy in the Kansai region as well as the business of
the Group. Advisors do not provide guidance or advice on
business management.

4. Remuneration of directors and executive officers<Policy for determining remuneration, etc. for directors
and executive officers>
Policy and outline of the remuneration system:
Remuneration of directors and executive officers isdetermined by the Compensation Committee in accordancewith the provisions of the Companies Act.
Remuneration of directors not responsible for execution ofbusiness consists only of basic compensation, in considerationof their roles.
Remuneration for executive officers responsible for the
execution of business consists of basic compensation thattakes into account the responsibilities required for each
executive officer’s position, etc., and short-term incentives,
which are results-based compensation and stock-based
compensation as a medium- to long-term incentive, in order
to contribute to the sustainable improvement of ourcorporate performance and corporate value. Proportion of thepayment will be set using “basic compensation: results-based
compensation: stock-based compensation = 6:3:1” as a guide.
Remuneration determination process:With the Policy for Determining Remuneration of Directors
and Executive Officers established and in accordance with thispolicy, the Compensation Committee, which is composed
solely of outside directors, makes resolutions on the
remuneration of individual directors and executive officers.

In addition, the Company utilizes data from externalorganizations and refers to the situation of other companies
when considering compensation levels and other related
issues.
<Remuneration system (Basic compensation, Performancebased compensation, and Stock-based compensation)>
Basic compensation:
The Company pays the base amount required for the positionof each director and executive officer, taking into
consideration the responsibilities required according to theirrespective job positions and other factors.
Performance-based compensation:
The Company’s performance-based compensation consists ofcompany-wide performance considering indicators alignedwith the financial targets in the Medium-term Management
Plan and results of ESG initiatives, and individual performancebased on the results of initiatives in each responsible division.
This type of compensation is calculated and paid based on
the base amount set for each job position and the degree ofachievement against the targets.
Stock-based compensation:
The Company grants a certain number of points to executive
officers and others each year based on the base amountcorresponding to their respective job positions. When theyleave their post, the Company grants its shares and pays cashin the amount equivalent to the conversion value of theCompany’s shares in proportion to their respective
accumulated points.

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Business Overview

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Financial and Corporate Information

Corporate Governance Systems<Remuneration System>

5. Management of subsidiaries

Breakdown of performance-based compensation
Indicator

Company-wide
performance

Financial
indicators

Percentage

Consolidated ordinary income[100 billion yen]

70%

Achievement rate = Consolidated ordinary income / 100 billion yen

FCF [-65 billion yen]

10%

Achievement rate =ROA [1.5%]

10%Actual ROA / 1.5%
Achievement rate = [ROA = (Ordinary income + Interest expense) /Total assets]

10%

Evaluated by the Compensation Committee with reference to the current
status of efforts in CO emissions reduction as well as external evaluations
by DJSI, CDP, MSCI, and Sustainalytics, in order to achieve the Medium-termManagement Plan target (to be halved in 2025 compared to FY 2013).

70%

Non-financial
indicatorsCO emission reduction
External ESG assessment

Individual
performance

Indicators

Individual performance (assessment)

Application

Base amount by job position (individual) x
assessment rate (0-120%)30%

Calculation formula

Kansai Electric Power Group Integrated Report 2023

100% when minus 65 billion yen is achieved; 10%
increase/decrease for every 10-billion-yen deviation

Base amount of performance-based compensation by job position (annual amount)• Director, Representative Executive Officer and President: 22.8 million yen• Director, Representative Executive Officer and Vice President: 17.4 million yen• Representative Executive Vice President: 16.1 million yen• Executive Vice President: 11.7 million yen
Company-wide performance varies in the range of 0 to 150% depending on the degreeof achievement of performance indicators.
Individual performance varies within a range of 0% to 120%, depending on theperformance results of each individual. Individual performance shall not be applicable
but company-wide performance shall be applicable by 100% to the President.

We try to instill in our subsidiaries the basic approaches tomanagement and action standards that are embodied in, forexample, the Kansai Electric Power Group Purpose & Values
and the Kansai Electric Power Group Code of Conduct. In
addition, we ensure the propriety of our corporate group’sbusiness activities at our subsidiaries by supporting them andproviding advice on the arrangement of their autonomous
management structures based on our internal regulations
related to subsidiary management.
We also strive to prevent any losses to the corporate valueof the Group as a whole, or at least keep them to a minimum,by participating in important decision-making by our
subsidiaries, and periodically checking on their management
status. Moreover, our Executive Meeting deliberates execution
directions and plans for important business, particularly forthe core companies responsible for businesses that are thepillars for the future growth of the Group.
Specifically, based on the performance evaluation system,
we set financial and non-financial targets at the beginning ofeach fiscal year after confirming consistency between theplans and policies of each company and policies of the Group,
confirming progress through communication by senior
management during and at the end of each fiscal year.
Additionally, we make prior adjustments to individual plans,such as investments of a certain scale or making inroads into
new business fields. Through these efforts, we are striving toenhance the corporate value of our entire Group and prevent
it from being undermined.

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Financial and Corporate Information

Corporate Governance Systems
6. Effectiveness evaluation and response policies for the Board of Directors
The Company evaluates the effectiveness of the Board of Directors, etc. and takes proper steps to improve corporate governance, including operation of the Board of Directors to enhance the functions of
the Board of Directors, Nominating Committee, Compensation Committee, and Audit Committee.
(1) T he major issues based on the results of the effectiveness evaluation for fiscal 2021 and the main initiatives for fiscal 2022
Major issues for fiscal 2021
① Enhancement of opportunities forcommunication between outside
directors and management② Increasingly substantive discussions
on important medium- and long-term
themesMain initiatives for fiscal 2022
We proactively created opportunities for informal communication between
outside directors and management to improve mutual understanding by, forinstance, holding opinion exchange meetings for directors and training sessions
designed for all directors and executive officers. In addition, we held substantive
discussions on important medium- to long-term issues such as the businessportfolio and medium-term management plan.

③ How the Board of Directors shouldsupervise each audit function, etc.

We strived to improve the effectiveness of the supervisory function of the Boardof Directors, etc. by establishing opportunities to share awareness of therelationship between the Board of Directors and the Audit Committee and byenhancing opinion exchanges with internal audit departments, etc.

④ Confirmation of training for officers
and implementation status

We have stepped up the Board of Directors’ supervision of officer training byreporting to the Board of Directors on the status of implementation and future
direction of officer training, reflecting the Board of Directors’ opinions as
appropriate.

⑤ Further improvement in thecomposition of the Board of Directors

The Nominating Committee discussed, on a continual basis, the board
succession, including the selection of candidates for the Board of Directors to be
proposed at the General Shareholders’ Meeting, in order to ensure that the board
is composed taking into account diversity in terms of gender, age, work history,
and other aspects.

(3) General comments on effectiveness evaluation for fiscal 2022
General comments on survey results for fiscal 2022
The results confirmed the strengths of the Board of Directors: “substantive discussions regarding
management strategy and other important medium- to long-term themes,” which is the role of the Boardof Directors, and “appropriate management of the Board of Directors, such as providing sufficient
information and ensuring sufficient time for deliberation, as well as the number of the board members”
that support the substantive discussions. The survey analysis also confirmed that the common strength of
the Nominating, Compensation, and Audit Committees is the “appropriate management of agenda
setting, sufficient provision of information, etc.”
In addition, because the results showed that the evaluation items associated with the improvement
status for the previous year’s major issues had “generally improved,” we have confirmed that theeffectiveness of the Board of Directors, etc. has been steadily improving.
On the other hand, we have also confirmed analysis results showing that organizational climate reformand compliance promotion are major issues we must focus on due to the occurrence of incidents
described in “(Reference) Details Regarding Inappropriate Incidents Related to Compliance (on pages
54-57 of the Business Report for fiscal 2022).”
The Group is determined to reform its organizational climate so that each and every employee takes
thorough compliance seriously “with a sense of commitment” and puts it into practice, while at the sametime fundamentally strengthening internal controls across the Group. The Board of Directors will enhance
its supervisory function over these and other efforts on the executive side, and continuously strive toimprove effectiveness.

(4) Major future issues and direction for addressing the issues
Major future issues① Further efforts toward
organizational climate reformand stricter compliance(2) Overview of effectiveness evaluation for fiscal 2022
Evaluation/analysis method• Using a third-party organization, we conducted asurvey targeting all directors (5-point scale and freeanswer) on the effectiveness of the Board of
Directors, etc.
• Based on the analysis of the survey results by thethird-party organization, the effectiveness of theBoard of Directors, etc. was deliberated andevaluated at the Board of Directors meeting held on
April 27, 2023.

Kansai Electric Power Group Integrated Report 2023

Evaluation items
1. Role/function of the Board of Directors
2. Status of efforts for the business improvement plan
3. Composition/size of the Board of Directors
4. Operation of the Board of Directors
5.	Operation of the Nominating, Compensation, and Audit
Committees
6. Role of and support system for outside directors
7. Relationships with shareholders, investors, etc.
8. Improvement status of last year’s major issues② Supervision of the Nominating
and Compensation Committees
by the Board of Directors③ Information disclosure andexplanation to shareholders,investors, etc.
④ Further improvement of thecomposition of the Board of
Directors

Direction for addressing future issues
The Board of Directors will enhance its supervisory function andvigorously push forward reform of the organizational climate andreinforcement of compliance by improving reporting details anddeliberation time regarding the status of initiatives headed by the
Emergency Response Division and the development and operationof internal controls, including the whistleblowing system.
The Board of Directors will improve its supervisory function by
sharing awareness of matters that the Board of Directors shouldsupervise with respect to nomination and compensation, and by
ensuring sufficient reporting at the Board of Directors.
The Board of Directors will enhance its supervisory function from theperspective of shareholders, investors, etc., with regard to the way
information on important matters is disclosed and on providing
opportunities for information dissemination in order to build
appropriate relationships with shareholders, investors, etc.
The Nominating Committee will continue to discuss the ideal
composition of the Board of Directors in view of the future businessenvironment.

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Kansai Electric Power Group Overview

Value Creation Story

Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems
Operating status of fiscal 2022
Board of Directors
Based on laws and regulations and the rules for the Board of
Directors, the Board of Directors resolves important mattersrelated to the management of the Group, such as proposals
submitted to the General Shareholders’ Meeting, compositionof each committee, appointment/change of executive officers,
and personnel measures for officers. Furthermore, the progressof efforts to address issues* including the violation of theElectricity Business Act due to improper handling of
information on power producer and supplier (PPS) customers,
business portfolio, progress status of our medium-term
management plan including quarterly financial results,
operational status of internal control, and other matters arereported and deliberated on a regular basis. For the resolutions
and deliberation stated above, with the aim of ensuring fulfilling
discussions at the Board of Directors and strengthening
corporate governance, in fiscal 2022, three opinion exchange
meetings were held by directors and one meeting was held only
attended by independent outside directors to discuss a wide
range of themes such as management issues and the direction of
future growth strategies of the Company. In addition, in fiscal
2022, based on the opinion of outside directors that they would
like opportunities to take more time in the discussion ofmanagement issues, both internally and externally, a joint training
session was held by directors and executive officers. At thesession, important themes such as “Power source portfolio
toward 2050” and “Organizational climate reform and humancapital innovation” were discussed over two days.
Views obtained through these opinion exchange and othermeetings and opportunities are reflected in our business
management and subsequent discussions at the Board of
Directors.
Furthermore, throughout the year, our independent outside

Kansai Electric Power Group Integrated Report 2023

directors actively seek to understand the Company’s situation
by receiving advance briefings on Board of Directors agenda
items, inspecting front-line workplaces such as nuclear power
plants, and engaging in dialogue with employees.

* As the Business Improvement Plan was formulated following inappropriate

compliance-related incidents, the Board of Directors has conducted special
supervision to verify the achievement status of a series of reforms, includingorganizational climate reform and radical strengthening of internal controls, from acontinuous and objective viewpoint. Through the supervision, the Board monitors
the implementation status of the Business Improvement Plan and provides guidance.

Nominating Committee
The Committee decides the content of proposals forappointment and dismissal of directors, submitted to theGeneral Shareholders’ Meeting, as well as the policy forselecting directors, and deliberates the details of a succession
plan for the Executive Officer and President, successor
development process, commissioning of advisors, and othermatters. For fiscal 2022, priority items discussed and opinions
exchanged include the following:
Operation of succession plan for Executive Officer andPresident, and development of successor candidates
Director change proposals for the General Shareholders’ Meeting
Succession plan for outside directors
Details of personnel measures for officers
●

●
●
●

Compensation Committee
The Committee decides on the policy and details ofcompensation of respective directors and executive officers,
and deliberates on compensation for advisors. For fiscal 2022,
priority items discussed and opinions exchanged include thefollowing:
Policy on determining compensation for the Company’s
officers based on the results of surveys on compensation
standards of other companies, trends in compensation
policies, etc.
●●

Performance-based compensation system and goal setting(including introduction of ESG-related indices)

Audit Committee
The Committee formulates audit plans encompassing
important matters related to the Group’s management decided
by the Board of Directors, and performs audits from theperspective of whether or not the Group is conducting
business activities legally and appropriately, and making
decisions and executing business properly and reasonably toprevent risks and improve corporate value. Audit reports andopinions therein are provided to the Board of Directors andexecutive officers. Priority audits and other items conducted infiscal 2022 include the following:
Status of efforts to strengthen compliance and governanceStatus of efforts made in line with the medium-term
management plan
Dialogue with front-line workers
Response to proceedings for damages against our former
executives filed by the Company concerning problems such asreceiving cash and gifts and remuneration for part-time service
after retirement.
The Audit Committee is briefed on audit plans from our
accounting auditor at the beginning of the fiscal year. As for the
implementation status of the plans, the Committee receives
reports on the quarterly review status in every quarter, as well
as reports on annual audit status at the interim period and theend of the fiscal year, and thereby exchange opinions. In thisway, a close cooperative relationship is maintained between
them. The Committee also holds discussions with theaccounting auditor multiple times during the fiscal year to
exchange opinions on Key Audit Matters (KAM).
The main examples of the cooperative relationship between
the Audit Committee and the accounting auditor are as follows.
●
●

●
●

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Kansai Electric Power Group Overview

Value Creation Story

Medium-term Management Plan

Business Overview

Foundation to Support Value Creation

Financial and Corporate Information

Corporate Governance Systems
Item

PeriodOverview

Briefing on audit plans

July*1The Audit Committee is briefed on audit plans for the current fiscal year.

Quarterly review report

July, October, January

The Audit Committee receives report on quarterly review results from the accounting auditor
and exchanges opinions.

Interim audit report

December

The Audit Committee receives an interim report on accounting auditor’s audit andexchanges opinions.

Year-end audit report

May, June

The Audit Committee receives year-end report on the accounting auditor’s audit (includinginternal control audit status) as well as a detailed report on the status of the accounting
auditor’s performance of duties.

Key Audit Matters (KAM)

September, December,
May, June

The Audit Committee members and the accounting auditor discuss and exchange opinions
about KAM*2.

*1 Throughout the fiscal year, the Committee receives reports of revisions to the audit plan, if any, at the time when each report is made.
*2 The Committee also confirms the appropriateness and consistency of KAM-related information disclosure.
Activities of directors
Board of Directors, Nominating Committee, Compensation Committee, and Audit Committee meetings held in fiscal 2022 and theattendance status of respective directors are as follows.
Name

Meetings held and attendance status
Board of Directors

Nominating Committee

Compensation Committee

Audit Committee

Sadayuki Sakakibara*◎100% (14/14 attendances)◎100% (7/7 attendances)

100% (2/2 attendances)

Takamune Okihara*

100% (14/14 attendances)

100% (7/7 attendances)

100% (1/1 attendance)

Tetsuya Kobayashi*

79% (11/14 attendances)

71% (5/7 attendances)

100% (2/2 attendances)

Shigeo Sasaki*

100% (14/14 attendances)−

Atsuko Kaga*

93% (13/14 attendances)−

Hiroshi Tomono*

100% (14/14 attendances)−

Kazuko Takamatsu*

100% (14/14 attendances)

Fumio Naito*

100% (14/14 attendances)−−

Nozomu Mori

100% (14/14 attendances)

−

−

−

Koji Inada

93% (13/14 attendances)

−

−

−

Nobuhiro Nishizawa

100% (11/11 attendances)

−

−

−

Yasushi Sugimoto

100% (14/14 attendances)−−

100% (15/15 attendances)

Yasuji Shimamoto

100% (14/14 attendances)−−

100% (15/15 attendances)

Kansai Electric Power Group Integrated Report 2023

100% (7/7 attendances)−
100% (2/2 attendances)−◎100% (1/1 attendance)−
100% (11/11 attendances)−
100% (15/15 attendances)
100% (4/4 attendances)◎100% (15/15 attendances)−
100% (15/15 attendances)

Notes:
1 T he percentages are rounded off to the whole number. The numbers inparentheses indicate the number of attendances/the number of meetings held
during the term of office.
2 represents the chairperson of the board/committee.
3 * represents an independent outside director.

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