Part 3

CORPORATE GOVERNANCECORPORATE GOVERNANCE

Yoichi Kobayashi

Shiro Sugata

Mariko Tokuno

Charles Yin

Noriyuki Kuga

Outside Director

Outside Director(Chairperson of the Board)

Outside Director(Chairperson of the Nomination andCompensation Committee)

Outside Director

Outside Director

Outside Director Roundtable

Improvement ofCorporate Value over the
Medium to Long TermThrough Business
Structure Reforms
The Yamato Group is engaging in business structure reforms to realize sustainable growth and the
medium- to long-term enhancement of corporate
value, alongside the reinforcement of corporate
governance that supports this endeavor. Five
independent outside directors gathered to engage
in lively discussions about the issues surrounding
the current status of corporate governance andthe achievement of the medium- to long-term
enhancement of corporate value.

Effectiveness of the Board of
Directors and Nomination andCompensation Committee
Pertinent Discussions Held by the Board of
Directors That Focus on Important Matters
SugataThe Yamato Group Board of Directors has

been increasing the ratio of outside directors and continuously transforming the governance structure. An
example of this is myself, an outside director, acting aschairperson. In addition to implementing pre-planned
agenda setting for the year and pre-meeting briefings,
we are also advancing our initiatives for improving theeffectiveness of the Board of Directors, such as
relaunching site observations.
In light of these topics, I would like to hear everyone’s opinions about the status of discussions regarding the actual Board of Directors meetings.
Kobayashi

I believe that Yamato’s governance structureis highly advanced even among Japanese companies,
considering actions such as outside directors making

44

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

up more than half of the Board of Directors and an outside director acting as chairperson of the Board. Having
an outside director as the chairperson enables a selection of appropriate agenda items discussion by the
Board of Directors. This also enables the enhancementof discussions by dividing each item into resolutions,information on matters, and agendas. If the chairperson
deems it necessary to hold further discussions of topics
that arose from the day of Board of Directors meetings,
they will actively facilitate these discussions, such as
requiring the executive side to provide other opportunities for comprehensive explanations and reports.
Furthermore, during site observations in the Kyushu
area, I gained a comprehensive understanding of theideal future operations regarding our facility strategies,
which are a key issue in business structure reforms,
such as the consolidation and enlargement of sales
offices and separation of terminal functions. In addition
to dialogues with various site managers, I received further explanations from the responsible executive officer
who accompanied us from the Head Office, which further deepened my understanding. Based on such initia-

Yin

Part 3In recent years, there has been a need toreinforce corporate governance in response to thesense of uncertainty caused by geopolitical risks andsudden changes in the business environment. So,
Yamato is creating a governance structure in line withthe changing times. Through dialogues with employees
during observations, we are developing practical discussions with the Board of Directors while understanding the implementation status of and issues withmanagement strategies.
The logistics industry has recently been facing international headwinds, such as the COVID-19 pandemic
and rising fuel costs. However, Yamato has been treating these circumstances as an opportunity. I believe
Yamato can enhance its competitiveness by dramatically innovating logistics and its own business model.
As a logistics company that represents Japan, I believe
Yamato can become a company able to win on a
global scale by proactively adopting the management
techniques and sense of speed of global corporations,and I myself will actively engage in these efforts.

tives, I recognize that the Board has been able to focus
on important matters and hold pertinent discussions.

YAMATO HOLDINGS CO., LTD.
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45

CORPORATE GOVERNANCECORPORATE GOVERNANCE

Part 3

Part 3

Outside Director Roundtable

Improvement of Corporate Value over the Medium toLong Term Through Business Structure Reforms

Numerical-Based Discussions that are
Reasonable and Objective

Kobayashi

We have a vision and strategies, but what

about quantitative targets? I have also repeatedly
stated how vital it is to know the results and progress

SugataInstitutional investors in small meetings,

which have been held continuously since the fiscal
year ended March 31, 2022, have also shown a highLively Discussions Focused on Outside Directors
Conducted by the Nomination andCompensation Committee

Looking at one individual project, the outside direc-

fiscal year ending March 31, 2027. With various environmental changes expected to occur in the future,what kind of issues do you think are of particularof quantitative targets. I believe that we are improvingon these points.

map for its medium-to long-term strategies up to the

SugataNext, regarding the effectiveness of theNomination and Compensation Committee, I would

importance to the Company to realize an improvementof medium- to long-term corporate value?

level of interest in improving the efficiency of the Board

tors exchanged various opinions with the executive

like to ask you about the status of activities, concreteof Directors. Please share some examples of where theside when deciding to introduce freighters in 2022. In

details of discussions, and content and issues you

Kobayashi

remarks and advice of the outside directors have beenlight of issues in the logistics industry, such as the 2024

would like to discuss in depth in the future.

agement structure, we have been actively promoting

reflected in the activities of the executive side, improv-

problem, and aimed at the creation of a sustainable

Since President Nagao took over the man-structural reforms for the entire Group. Despite needSince June 2022, all outside directors partici-

ing time to do so, current initiatives and policies are

remodeled three airplanes from overseas. This was apate in the Nomination and Compensation Committee

moving in the right direction and the implementation

major investment project and faced the risks of theand it comprises one inside director and five outside

has been highly praised.

exchange rate and fuel procurement. We have provided

directors. I, an outside director, was appointed as chair-of the Board of Directors is whether it can contributea lot of advice to the executive side on agenda items

person. The committee is held once a month and I

increasing operating profit margin in the short term.

to the improvement of corporate value and whether it

based on awareness of the significant impact on per-believe that the outside directors actively stating their

Accordingly, the first step is to determine how muchcan monitor the legitimacy of execution. Since theformance and in view of the personal experience pos-opinions based on the combined expertise from their

we can reduce costs and how much we can reduce

executive side is often required to provide more con-sessed as outside directors. I believe that suchvarious backgrounds really enhances the Nomination

business losses and other losses. I believe thatcrete and quantitative explanations regarding thediscussions have led to the execution of this project

and Compensation Committee. To describe one spe-

Yamato’s measures for improving profitability are theimprovement of corporate value, we have ensured thatwith appropriate consideration of the risks involved.

cific discussion, succession plans for the next genera-

further reinforcement of its strongest asset, TA-Q-BIN,

tion of management team members are not simply

and its differentiation from other companies. We must

about who will be the successor, but also about thealso minimize and withdraw from our weak points as

strategies has changed according to the suggestions oflayers below, connecting it to the discovery and devel-much as possible. This is exactly what we intend to dooutside directors, including myself. Since I was

opment of management personnel that play a core role

through the structural reforms that are currently being

appointed as a director, I have felt that Yamato hasin the Company. It is necessary for the Nomination andimplemented. One pillar of these reforms is Yamato’s

as a result of the more precise strategies presented bygood labor management but lacks human resource

Compensation Committee to understand humanfacility strategies. We have been vastly reducing fixed

the executive side in response to the basic message ofstrategies linked to management strategies. By encour-

resource strategies and hold discussions that include

costs and enhancing profitability by optimizing thethe outside directors, which is that it should be shown

aging the discussion of this issue at every opportunity, I

the connection to these strategies.

number of facilities necessary for providing services

through figures. Accordingly, rather than only improving

feel that we have made appropriate changes.

ing the quality or speed of discussions andand robust logistics network, we purchased anddecision-making.
Kuga

To put it into other words, the effectivenesswe have numerical-based discussions. In this sense, I
believe that our discussions are reasonable andobjective.
TokunoI think that we have improved effectivenessthe effectiveness of the Board of Directors, I believe

TokunoThe purpose of Yamato’s human resource

TokunoThe key to measures for improving profitability isthrough consolidation and enlargement of sales offices
Kuga

Currently, there are major changes occurringand establishment of terminals with different functions.
Meanwhile, as a medium- to long-term growth strat-

that the performance of the executive side of thewithin the Yamato Group. Following these changes, I

Board has also improved.

believe the vital role the Nomination andegy, we must establish a new revenue base in line with

Compensation Committee should play is holding dis-

Yamato’s specialty, TA-Q-BIN. I believe that one way tocussions related to the human resource system anddo this is to enter into global business, such as various

compensation system, drafting succession plans, andcountries in Asia, rather than just the Japanese market,

conducting follow-up evaluations.

where the problems of the falling birth rate and aging
population are worsening. We could do this throughmeasures that include M&As with foreign businesses.

Issues in Achieving Medium- to LongTerm Corporate Value Improvement
Enhancement of Profitability by Thoroughly
Implementing Structural Reforms andPromoting Growth Strategies
SugataAt the accounts meetings held in the fiscal

year ended March 31, 2023, Yamato disclosed the road46

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

Kuga

To develop globally and expand corporate

business domains, Yamato needs to create added
value and differentiate itself since it is in the positionof a follower. Thinking in terms of time, we should keep
in mind cooperation and collaboration outside thecompany and must also further refine our strengths,
including TA-Q-BIN. I hope the executive side holds discussions and considers numerous aspects from theseperspectives.
YAMATO HOLDINGS CO., LTD.
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47

CORPORATE GOVERNANCECORPORATE GOVERNANCE

Part 3

Part 3

Outside Director Roundtable

Improvement of Corporate Value over the Medium toLong Term Through Business Structure Reforms

TA-Q-BIN started as a CtoC service, but today
corporate clients make up 90% of the overall delivery
amount handled. I am aware that increasing the profitability of these services for corporate clients is an urgent
issue. It has been identified that Japanese companies
are over a decade behind those in Europe and theAmericas within the corporate-oriented marketingdomain. During such a global era, to provide solutions
to corporate clients we need to utilize global-standard
marketing strategies and business intelligence andcreate an organization that corresponds to this scope.
Key issues regarding corporate clients in the YamatoGroup are the implementation of up-selling and crossselling and realization of even higher value-added proposals. For example, we must rapidly scale out our
high-value-added solutions, such as Lead Logistics
Partners (LLPs), at the same time as strategically andactively engaging in new developments. Furthermore,
it is vital that we set KPIs that promote these initiatives.
Yamato’s current management team members recognized the importance of this, and we are seeingchanges within the organization. However, in terms oftime, we should be advancing both organic growth andstrategic approaches and M&As.
Yin

TokunoFor Yamato to grow, it is important to firststrengthen the management foundation, then take onchallenges in new areas. Balancing these two endeavors leads to the long-term development of theCompany. We are currently engaging in structuralreforms to strengthen Yamato’s management founda-tion, in which human resources are highly significant.
Now, Yamato is clarifying the definitions of duties,
such as aiming to subdivide the operations of sales
drivers, creating a framework for so-called “job classes”.
We will deploy employees to the appropriate placesin the company in line with the development of an
employee evaluation system based on these definitions. I believe that the key to increasing the effectiveness of facility strategies is connecting these initiatives
with the promotion of such strategies while advancing
both the hardware aspects of consolidating and enlarging facilities and software aspects of optimal personnel
allocation.
Since it is difficult to develop new growth areas with
only internal human resources, it is important thatexternal personnel with expertise enter the Company
as leaders and promote this development while fostering internal employees. Furthermore, since this nurturing requires a fixed amount of time, acquiring external
personnel is necessary to increase speed. Whileacquiring external personnel with expertise is liable togenerate friction with internal employees, we shouldcarefully share the direction of the Company with all
employees and proceed with conviction and understanding. Meanwhile, Yamato should also re-skill internal employees who have the potential to strengthenbase domains. Naturally, it is important that Yamato is
a company where each employee continues to beaware of its mentality of “we all represent theCompany.” Employees who don’t understand the
direction the Company is heading are likely to leave.

I believe that doing everything we can to fully commu-

TA-Q-BIN sales offices around the country to 1,800,

nicate Yamato’s direction is a prerequisite of promoting

and their subsequent enlargement. Yamato is also

human resource strategies going forward.

advancing initiatives to utilize both the existing TA-Q-

BIN network and dedicated networks that are dediKuga

Focusing on capital efficiency, the Tokyo

cated to the needs of target areas. This includes the

Stock Exchange recently notified listed companies ofcreation of three new major networks—an EC logistics

requests for support in realizing management that is

network that fully launched in the fiscal year ended

aware of capital costs and stock prices. While theMarch 31, 2022, a refrigerated and “Temperature-

Corporate Governance Code introduces the concept

controlled only” network, and a Transportation &of capital costs, Yamato has also set targets for ROE.

­delivery network designated for corporate clients.

However, I believe it is important to further deepen dis-

Additionally, there have been major reforms moving

cussions about what specifically to implement in orderforward, including, the consignment of posting services

to maximize corporate value, such as optimization of

Kuroneko DM-Bin and Nekopos to Japan Post at thecapital structure that includes the purpose of growth

beginning of the fiscal year ending March 31, 2024.

investments and shareholder returns, in addition to

I think that appropriate monitoring indicators willmeasures for enhancing the profitability and growth

be necessary in the future to measure the results of theof the business based on capital costs.

significant reforms that we have been steadily implementing. Furthermore, the final evaluation is a medium-

SugataSince the fiscal year ended March 31, 2021,

to long-term increase in stock price, based on

we have been promoting Yamato’s grand design forenhancement of profitability and improvement of cor-management over the medium- to long-term, “YAMATO

porate value. I will continue to fulfill my role as an out-

NEXT100,” and the medium-term management planside director and chairperson of the Board to further“One YAMATO 2023.” While these plans have been

support appropriate discussions and decision-making

described as a full model redesign for the Yamato

to realize these targets.

Group, for a while after their launch I did not feel asense of change. However, these changes havebecome visible between the fiscal year ended March
31, 2023 and the fiscal year ending March 31, 2024.
An example of this is the consolidation of 3,500

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YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

49

CORPORATE GOVERNANCECORPORATE GOVERNANCE

Part 3

Part 3

Corporate Governance
Basic Position on Corporate GovernanceCorporate Governance Framework

General Meeting of Shareholders

Based on its corporate philosophy, the Yamato Group carries out business activities in accordance with the law and social norms and actively
promotes compliance management. Striving to maximize corporate value by effectively utilizing the management resources of the Group is oneof the top priorities of management, and we have implemented measures and bolstered management systems as part of our corporate governance initiative.

Elect

Elect

Audit & Supervisory Board

Efforts to Improve Corporate Governance

The Company is a Company with an Audit & Supervisory Board.
In addition to important management decision-making and thesupervision of business execution by the Board of Directors, Audit &Supervisory Board members and the Audit & Supervisory Board,which are independent from the Board of Directors, shall audit thestatus of the execution of duties by directors. Also, to supplement
the supervisory functions of the Board of Directors, the Company
established the Nomination and Compensation Committee comprising a majority of independent outside directors. At the same time,
the Company has separated the supervision and execution of management and adopted an executive officer system to ensure evenmore prompt decision-making related to business execution.
SystemCompany with an Audit & Supervisory Board

Number of directors

8Outside directors

5

Number of Audit & Supervisory
Board members

5

Outside auditors

Year

2015–

Voluntary advisory committees
Executive officer system in place
Independent auditor

Yes
Deloitte Touche Tohmatsu LLC

Established Corporate Governance Guidelines

Make Decisions / Supervise

Executive Conference

Accounting
audit

ReportExecute Business

Audit Department

2016–

Implemented evaluation of effectiveness of the Board of Directors

2017–

Appointed an independent female outside director

2018–

Abolished the advisor position

2019–

Transitioned to a structure in which independent outside directors
comprised one-half of all directors
Decided to revise officer compensation system and introduce a
performance-linked, share-based compensation system

2020–

Appointed outside members as the majority of members on the
Audit & Supervisory Board
Appointed independent outside members as the majority ofmembers on the Board of Directors

1 yearYes(Nomination and Compensation Committee)

Transition to a structure in which outside directors comprised atleast one-third of all directors

2022–

Appointed an independent outside director as the Chairperson of
the Board of Directors

2023–

Abolished special advisors

Composition of the Board of Directors, Audit & Supervisory Board, and Nomination and Compensation Committee
Outside officers

Inside officers

Board of Directors(Chairperson: Independent outside director)

Propose / ReportManagement Committee
Execute Business

Internal
Audit

CSR Department

Propose / Report

Group Companies

Management Structure

Name

Nomination andCompensation Committee

Board of Directors

Audit

ReportReportImplemented director training

3

Term of directors

Initiative

Independent Auditor

Coordinate

Corporate Governance System (As of July 1, 2023)

Elect

Expertise and Experience
Position

Yutaka Nagao

Representative Director, Executive
Officer and President

Toshizo Kurisu

Representative Director, Executive
Officer and Vice President

Yasuharu Kosuge

Representative Director, Executive
Officer and Vice President

Mariko Tokuno

Director

Yoichi Kobayashi

Director

Shiro Sugata

Director

Noriyuki Kuga

Director

Charles Yin

Director

Tsutomu Sasaki

Full-time Audit & Supervisory Board
MemberYoshito Shoji

Full-time Audit & Supervisory Board
MemberTakashi Yamashita

Audit & Supervisory Board Member

Ryuji Matsuda

Audit & Supervisory Board Member

OutsideNomination and
Personnel/
Legal affairs/
Corporate
Marketing/
Finance/
IT/Digital/
Compensation
Labor
Risk
management
Sales
Accounting
Technology
Committee
management
management
memberGlobal(Chairperson)

Yoshihide Shimoyama Audit & Supervisory Board Member
Note: Shiro Sugata took on the role of the Chairperson of the Board on June 23, 2022.

Audit & Supervisory Board
Skills Expected of Directors and Audit & Supervisory Board Members and Reasons for Their Selection
Male

Ratio of independent outside
directors in the Board of Directors

63%

50

Nomination and Compensation Committee

FemaleYAMATO HOLDINGS CO., LTD.
Integrated Report 2023

Skills(Chairperson: Independent outside director)

Ratio of female directors

13%

Ratio of independent outside
directors the Nomination andCompensation Committee

83%

Ratio of outside Audit &Supervisory Board members

60%

Reason for Selection

Corporate management

To demonstrate appropriate decision-making and supervisory functions in the formulation and execution of Yamato’s medium- to long-term management plan to sustainably improve corporate value, extensive experience and expertise in corporate management has been selected as a necessary skill.

Marketing/Sales

To provide value that utilizes the Group’s management resources to meet the changing needs of customers and society, extensive experience andexpertise in marketing and sales has been selected as a necessary skill.

Personnel/Labor management

To become a company that respects human rights and diversity and enables employees to work with peace of mind, at the same time as ensuring that the Group’s employees, its greatest asset, are motivated and play an active role, extensive experience and expertise in human resources
and labor management has been selected as a necessary skill.

Finance/Accounting

To promote investment linked to growth potential and enhancement of capital efficiency by creating a strong financial foundation, extensive experience and expertise in finance and accounting has been selected as a necessary skill.

Legal affairs/Risk management

To become a company that is fair and trusted through safe and secure business activities in line with legal and social standards based on theGroup Corporate Philosophy, extensive legal experience and expertise and risk management capabilities have been selected as a necessary skill.

IT/Digital/Technology

To achieve the optimal allocation of management resources based on data analysis and efficient business management that fully utilizes digitaltechnology, extensive experience and expertise in IT and digital technologies has been selected as a necessary skill.

GlobalTo contribute to the innovation of customer supply chains and business processes through global business development, extensive global experience and expertise has been selected as a necessary skill.

YAMATO HOLDINGS CO., LTD.
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51

Part 3CORPORATE GOVERNANCECORPORATE GOVERNANCE

Part 3

Corporate Governance
Board of Directors

Concurrent Posts and Main Activities of Outside Directors and Outside Audit & Supervisory Board Members

Roles and duties

Evaluation of Effectiveness

The Board of Directors discusses basic policies, makes decisions, andmonitors business execution to encourage the improvement of
Yamato’s medium- to long-term corporate value.
1. T he Board of Directors shall make important decisions concerning
the Company’s business and supervise the execution of duties byexecutive directors and executive officers.
2. The Board of Directors shall recognize the medium-term management plan as one of the commitments made to shareholders andsupervise the effectiveness of strategies, such as the Company’sbusiness portfolio and the optimal allocation of management
resources, to achieve the goals of this plan. Moreover, the Board of
Directors shall sufficiently analyze the initiatives aimed at realizing
the goals of the medium-term management plan as well as theextent to which the plan’s objectives are being achieved. In addition to providing explanations to shareholders, such analyses shallbe reflected in future management plans.
3. T he Board of Directors shall encourage executive officers to demonstrate a healthy entrepreneurial spirit and to not excessively
avoid or curb risk, while at the same time establishing a framework that enables it to ensure accountability.
4. T he scope of responsibility of each executive officer shall bedecided on by the Board of Directors. Executive officers shall execute business in accordance with internal regulations.
Management
The Board of Directors takes the following into consideration whenmanaging meetings to achieve constructive discussions and exchangeof opinions, including meetings with independent outside directors.
1. T o allow Board of Directors meeting attendees the opportunity to
prepare for meetings in advance, the Board of Directors secretariat
shall send agenda items and related materials to directors well inadvance of the meeting date and provide explanations in advanceas needed.
2. T he annual schedule of Board of Directors meetings as well as
anticipated agenda items shall be decided in advance, and thisinformation shall be provided to directors and Audit & Supervisory
Board members.
3. T he number of issues to be deliberated as well as the frequencyof meetings shall be appropriately set, and the time of meetings
shall be decided so as to allow sufficient time for deliberations.
4. A
 s needed, meetings comprising Board of Directors meeting
attendees shall be held for the purpose of exchanging ideas,
thereby encouraging lively debate.

MarikoTokunoResults of Analysis and Evaluation
The composition, management conditions, and deliberation
conditions of the Board of Directors were largely appropriate asa system where the Board of Directors serves as the oversightfunction, and where a culture of attendees actively speaking up
and engaging in unrestricted discussions at the Board of
Directors meetings had taken hold

Yoichi
Kobayashi

 llow time for deliberation as a result of revising agenda items,
A
viewing meeting materials in advance, and pre-meeting briefings for the Board of Directors becoming established, andexamine points raised in those briefings before attending Boardof Directors meetings, enabling directors to make risk-based
management decisions through more in-depth discussions

Shiro
OutsideDirectorsIn addition to monthly reports from the president on the statusof business execution at Board of Directors meetings, the executive officers of operating companies regularly present issues
and medium- to long-term themes in their areas of jurisdiction
and discuss them with the Board of Directors, thereby deepening directors’ knowledge of business operations

SugataNoriyukiKuga

 he Board of Directors has continued to display an effectiveT
ness that contributes to securing sound management andachieving prompt, accurate decision-making and business execution, which are the Company’s basic policies for corporate
governance oing forward, the Company must further strengthen corporateGgovernance to improve the soundness of the entire YamatoGroup’s management while continuously working to maintainand improve the effectiveness of the Board of Directors for the
implementation of sustainable business growth strategies

CharlesYin

TakashiYamashita

The Audit & Supervisory Board and its members hold roles and responsibilities that include auditing the execution of professional duties carriedout by directors, selection and dismissal of independent auditors, and execution of authority related to auditor compensation. They makeappropriate judgments from an independent, objective perspective based on their fiduciary duty to shareholders.
Roles and duties

 utside Director ofO
Mitsubishi Materials
Corporation
Outside Director of
Shiseido Company,
LimitedMariko Tokuno comments and advises as needed on all aspects of business management, based on ample experience and extensive knowledge as a businessperson.
Accordingly, she plays an important role, drawing on her insight to provide oversightand advice from a managerial standpoint and customer and employee standpoints,
particularly regarding matters of business execution, business strategy, and HR strategy, to contribute to ensuring the transparency and appropriateness of decision-making. Furthermore, as chairperson of the Nomination and Compensation Committee,
she guides its management and has fully demonstrated supervisory functions in thedecision process for the selection of candidates for officers and the evaluation of theircompensation from an objective and neutral standpoint.

Board of Directors:
18 of 18 meetings
Nomination andCompensation
Committee: 12 of
12 meetings—

Yoichi Kobayashi comments and advises as needed on all aspects of business management, based on ample experience and extensive knowledge as a businessperson.
Accordingly, he plays an important role, drawing on his insight to provide oversightand advice from a managerial standpoint, particularly regarding matters of businessexecution, business strategy, and investment strategy, to contribute to ensuring thetransparency and appropriateness of decision-making. Furthermore, as a member of
the Nomination and Compensation Committee, he has fully demonstrated supervisory
functions in the decision process for the selection of candidates for officers and theevaluation of their compensation from an objective and neutral standpoint.

Board of Directors:
18 of 18 meetings
Nomination andCompensation
Committee: 12 of
12 meetings

 utside Director ofO
Yokogawa Electric
Corporation

Shiro Sugata comments and advises as needed on all aspects of business management, based on ample experience and extensive knowledge as a businessperson.
Additionally, he was appointed the chairperson of the Board of Directors in June 2022
and is contributing to enhancing the effectiveness of the Board of Directors by appropriately fulfilling his professional duties and responsibilities. Accordingly, he plays animportant role, drawing on his insight to provide oversight and advice from a managerial standpoint, particularly regarding matters of business execution, business strategy,
productivity enhancement, and cost structure reform, to contribute to ensuring thetransparency and appropriateness of decision-making. Furthermore, as a member of
the Nomination and Compensation Committee, he has fully demonstrated supervisory
functions in the decision process for the selection of candidates for officers and theevaluation of their compensation from an objective and neutral standpoint.

Board of Directors:
18 of 18 meetings
Nomination andCompensation
Committee: 12 of
12 meetings—

Noriyuki Kuga comments and advises as needed on all aspects of business management, based on ample experience and extensive knowledge as a businessperson.
Accordingly, he plays an important role, drawing on his insight to provide oversightand advice from a managerial standpoint, particularly regarding matters of businessexecution, financial strategy, and corporate governance, to contribute to ensuring thetransparency and appropriateness of decision-making. Furthermore, he was appointed
as a member of the Nomination and Compensation Committee on June 23, 2022. He
attended all 9 meetings since his appointment and fully demonstrated supervisory
functions in the decision process for the selection of candidates for officers and theevaluation of their compensation from an objective and neutral standpoint.

OutsideAudit &
Supervisory
Board
Members

Ryuji
Matsuda2. The full-time Audit & Supervisory Board

bers shall exercise their authority proactively

members shall attend Board of Directors

larly hold information exchange meetings forto sufficiently fulfill their role and responsibil-

meetings and other important meetings

the purpose of sharing information with out-

ities, including operational audits, account-related to the execution of business, express

side directors, thereby ensuring more robust

ing audits, and other functions, and theyreasonable opinions, hold effective Audit &gathering of information and encouraging

shall appropriately state their opinions at

Supervisory Board meetings, and ensure thatteamwork.

Board of Directors meetings as well as toinformation is shared and that members

members of senior management.

work together in a coordinated manner.

Yoshihide
Shimoyama

Board of Directors:
18 of 18 meetings
Nomination andCompensation
Committee: 9 of 9
meetings** Number attended
during tenure xecutive Chairman ofE
Worldwide City Group(Hong Kong)Chairman of China-JapanCEO Forum
Chairman of China-Japan
Asia CEO ForumCharles Yin was appointed as a director on June 23, 2022, and has attended all 14
Board of Director meetings since this appointment. He comments and advises asneeded on all aspects of business management, based on ample experience andextensive knowledge as a businessperson. Accordingly, he plays an important role,drawing on his insight to provide oversight and advice from a managerial standpoint,
particularly regarding matters of business execution and global business strategy, tocontribute to ensuring the transparency and appropriateness of decision-making.
Furthermore, he was appointed as a member of the Nomination and Compensation
Committee on June 23, 2022, and has attended all 9 meetings held in the fiscal year
under review. He has fully demonstrated supervisory functions in the decision process
for the selection of candidates for officers and the evaluation of their compensationfrom an objective and neutral standpoint.

 epresentative ofR
Takashi Yamashita CPA
OfficeOutside Director of Shin
Nippon Biomedical
Laboratories, Ltd.

Takashi Yamashita comments as needed in Board meetings, based on ample experience and professional knowledge of finance and accounting. He also attends Audit &Supervisory Board meetings and exchanges opinions at regular meetings with the representative director and president, confirming the status of the execution of duties carried out by directors, based mainly on ample experience and extensive knowledge asa certified public accountant.

Board of Directors:
14 of 14 meetings
Audit & Supervisory
Board: 18 of 18
meetings

 ttorney-at-Law ofA
Matsuda Law Office

Ryuji Matsuda comments in Board meetings as needed, based on ample experienceand professional knowledge of finance and accounting and as a lawyer. He also
attends Audit & Supervisory Board meetings and exchanges opinions at regular meetings with the representative director and president, confirming the status of the execution of duties by directors, based mainly on ample experience and extensive
knowledge as a lawyer.

Board of Directors:
18 of 18 meetings
Audit & Supervisory
Board: 18 of 18
meetings

 utside Audit &O
Supervisory Board
Member of NIPPONHUME CORPORATION

Yoshihide Shimoyama comments as needed, based on ample experience in management and auditing. He also attends Audit & Supervisory Board meetings andexchanges opinions at regular meetings with the representative director and president,
confirming the status of the execution of duties by directors, based mainly on ample
experience and extensive knowledge as a manager and an outside Audit &Supervisory Board member.

Board of Directors:
18 of 18 meetings
Audit & Supervisory
Board: 18 of 18
meetings

3. The Audit & Supervisory Board shall regu-

1. T he Audit & Supervisory Board and its mem-

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

Attendance atmeetings during the
fiscal year ended
March 31, 2023

Concurrent posts

 more well governed structure since outside directors make up
Amore than half of the directors and Audit & Supervisory Board
members and an outside director was appointed as chair of theBoard in June 2022

Audit & Supervisory Board

52

Overview of reasons for appointment and expected roles

Name

To verify the effectiveness of the Board of Directors, the Company
surveys all directors and Audit & Supervisory Board members on anannual basis regarding the composition and operational status of theBoard of Directors. The Company carries out an evaluation on the
Board’s effectiveness in terms of such matters as the condition of
the Board’s operation and the state of deliberation held at Board
meetings. In addition to the survey, the chair has begun performinginterviews to further enhance the usefulness of the evaluation.

Board of Directors:
14 of 14 meetings
Nomination andCompensation
Committee: 9 of 9
meetings** Number attended
during tenure

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

53

Part 3CORPORATE GOVERNANCECORPORATE GOVERNANCE

Part 3

Corporate GovernanceNomination and Compensation Committee
The Nomination and Compensation Committee comprises five independent outside directors and one inside director, with an independent outside director acting as chairperson. As an advisory body to the Board of Directors, the committee shall deliberate particularly on the details ofimportant matters pertaining to nomination and compensation, and present the results of these discussions to the Board of Directors in aneffort to enhance management transparency.
Roles and duties
1. T he committee shall deliberate on matters related to the appointment or dismissal of directors, Audit & Supervisory Board members, and executive officers on the basis of business performanceand multifaceted observations and evaluations, verify the validityof such decisions, and present the results to the Board of
Directors.
2. T he committee shall deliberate policies for determining compensation, such as for directors and executive officers, and the details
of individual compensation, verify the validity of such decisions,and present the results to the Board of Directors.
3. The committee shall propose several candidates to the Board of
Directors, including candidates recommended by the serving representative to the Board of Directors, as successors to the representative director to the Board of Directors, following deliberation by
the committee based on multifaceted observations and evaluations of candidates’ track records, human nature, and other factors.

Key Discussion Items for the Nomination and Compensation
Committee in the Fiscal Year Ended March 31, 2023
Related to Nomination
 eappointment of candidates for directors
R
Criteria for assessing the independence of people selected
to be outside directors
Definition of personnel requirements and nomination process of candidates for president
Related to Compensation
 stablishment of missions for inside director compensationEDecision on performance-linked compensation
Decision on compensation and other remuneration for
individual directors

Remuneration of Directors and Audit & Supervisory Board Members (Fiscal Year Ended March 31, 2023)

Directors and Audit & Supervisory
Board members

Total amount of
remuneration(Millions of yen)

Director(Of which, Outside Directors)
Audit & Supervisory Board Members(Of which, Outside Audit &Supervisory Board Members)
Total(Of which, Outside Officers)

449
(76)
81

Total amount of remuneration by type (Millions of yen)
Medium- to
Of the left,
Short-termlong-term
non-monetary
Basic remuneration performance-based
performance-based
remuneration, etc.
remuneration
stock compensation*

Number ofrecipient Directors
and Audit &Supervisory Board
Members

299
(76)
81

108
(—)
—

41
(—)
—

41
(—)
—

12
(6)
6

(33)

(33)

(—)

(—)

(—)

(3)

530
(109)

380
(109)

108
(—)

41
(—)

41
(—)

18
(9)

* The amount of expenses recorded for share delivery points during the period.

Policy for determining compensation of directors and Audit & Supervisory Board members
1. B asic policy
The Company’s compensation for directors is determined based on the following factors.
A competitive level of compensation
 rovide rewards according to roles andP
responsibilities, as well as performance,and set compensation at an adequatelevel to secure talented human resources

A compensation system emphasizing theimprovement of corporate and shareholder valueL ink compensation to business performance so as to motivate directors toachieve performance goals
Establish a compensation composition
that promotes the sharing of common
interests with shareholders by linking it
to corporate value over the medium tolong term

2. Compensation structure
The Company’s compensation for directors consists of basic compensation (fixed compensation), which takes compensation levels
at other companies and other such factors into consideration;short-term performance-linked compensation (variable

54

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

A fair and equitable compensation system nsure that the process for determiningE
compensation is objective and highly
transparent

compensation); and medium- to long-term performance-linked,
share-based compensation (variable compensation). In addition,compensation for Audit & Supervisory Board members and outside directors consists exclusively of basic compensation due tothe nature of their functional roles.

3. Timing of delivery and conditions
The Company pays its basic compensation (fixed compensation)and short-term performance-linked compensation (variable compensation) as monetary sums on a monthly basis, encompassing
twelve equal installments annually. Medium- to long-term performance-linked, share-based compensation (variable compensation)is granted once a year in June in the form of points. Points accumulated up to retirement are paid out, with one point equaling
one share, at the time of retirement in accordance with regulations for director share benefits.
4. Decisions on compensation and other remuneration for
individual directors
Based on the policy for decisions resolved by the Board of
Directors, the Nomination and Compensation Committee, which
is chaired by one of the independent outside directors who constitute a majority of its membership, conducts further deliberations regarding amounts of compensation and other remuneration
for individual directors, along with details regarding the calculationof such amounts to assess each of the directors, while taking factors such as Companywide business results into consideration.
Based on the findings, the Board of Directors decides on theamount of basic compensation (fixed compensation), short-term
performance-linked compensation (variable compensation), andmedium- to long-term performance-linked, share-based compensation for each individual.
5. Other
A certain percentage of the monetary compensation shall beallocated to the purchase of shares of the Company through the
Officers and Executives’ Shareholding Association. Furthermore, torealize a highly objective and transparent process, the Nomination
and Compensation Committee met 12 times in fiscal 2022 andconducted further discussions on the details of compensationand other remuneration for individual directors, based on the decision-making policies for such compensation as activities for thecommittee in the decision process for the fiscal 2022 individualcompensation for directors. The Board of Directors determines theamount of compensation based on the results of these discussions.

performance and also to achieve greater transparency andobjectivity.
The Company has calculated the annual amount of performancelinked compensation based on these results and then converted
that result to a monthly amount, which is applied to the period
extending from July 2022 through June 2023.
 ormula for Calculating Short-Term Performance-Linked
F
Compensation
Variablecompensation

Performance indicatori)	Group consolidated
operating revenues
Shortii)	Group consolidated
term peroperating profit
formancebench- iii)	Group consolidated
profitmarksiv)	Evaluation of mission(individual)

Increase inratio ofvariablecompensation

Mediumto longterm
performancebenchmarks

Performanceindicator

Detailsi) ROE—ii) TSR

Relative TSR
Comparison
with Total
Return TOPIX
TSR

Indicator
rate oneach
director

30%
30%
30%

Actual(Billionsof yen)Target(Billionsof yen)Achievementrate

1,793.6

1,815.0

98.8%

77.2

95.0

81.3%

56.0

53.0

105.6%—

10%

Indicator
rate oneach
director

40%

30%

ActualTargetAchievement
rate

9.6%

10%

96.0%

77.1%
(Dividend
includesTOPIX
102.0%)

100%

75.6%

(2.0)%

(3)%

66.7%

Single year
targets for
GHG
emissionsiii)	ESG
indicators

Note: -3%
comparedwith the fiscal

20%year ended
March 31, olicy for Determining Performance-Linked CompensationP(Variable Compensation)
The standard amount for short-term performance-linked compensation (variable compensation) is set in terms of the ratio of basic compensation (fixed compensation) in accordance with rank and title.
Following this, the amount paid out to individuals is determinedwithin a range of 0% to 150% in line with the achievement rate for
Yamato’s performance benchmarks and the evaluation of individual
missions. Furthermore, the performance benchmarks comprise Group
consolidated operating revenues, Group consolidated operating
profit, and Group consolidated profit attributable to owners of parent.
The standard amount for medium- to long-term performance-linked,
share-based compensation (variable compensation) is set in terms of
the ratio of basic compensation (fixed compensation) in accordancewith rank and title. Following this, the amount paid out to individuals
is determined within a range of 0% to 150% in line with the achievement rate for Yamato’s performance benchmarks and the evaluationof individual missions. Furthermore, the performance benchmarks
comprise ROE, total shareholder return, and ESG indicators. The
amount of medium- to long-term performance-linked, share-based
compensation (variable compensation) is paid out as points, whereby
one share equals one point for each fiscal year, dividing the standard
amount by the average of the closing prices of the Company’s sharesat the Tokyo Stock Exchange in the month preceding the fiscal year inwhich the medium-term management plan starts.
The Company uses the above as a benchmark for performancelinked compensation to better link compensation to corporate

2021iv)	Mediumto longterm
targets forinnovation
activities

Evaluationof mission(individual)—10%

 ompensation ratio for directorsC(excluding outside directors)(%)

2022/3

65

35

Increase in ratio of variable compensation
2023/360

29

11

Basic compensation
70%(variable compensation)
Performance-linked compensation
Short-term performance-linked compensation (variable compensation)
Medium- to long-term performance-linked, share-based compensation(variable compensation)

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

55

CORPORATE GOVERNANCECORPORATE GOVERNANCE

Part 3

Part 3

Corporate GovernanceSupport Framework for Directors and Audit & Supervisory Board Members

Policy on Cross-Shareholdings

The Company shall establish a support framework enabling the constant provision of information that allows directors and Audit & Supervisory
Board members to effectively fulfill their roles and duties.

1. T he Company shall establish a support framework that enables it
to provide necessary and adequate information at the necessary
time to allow directors to effectively fulfill their roles and duties.
2. B
 y participating in key business strategy meetings for the overall
Group and by observing key Group business sites, including thoseoverseas, participants are able to confirm business strategies andtheir promotion and provide opportunities for proactive involvement in business activities.
3. A
 s a system to help Audit & Supervisory Board members smoothly
perform their duties, employees in the internal audit department
shall be appointed to assist Audit & Supervisory Board members
and ensure a support system.
4. A
 udit & Supervisory Board members shall exercise their authority
to perform investigations in accordance with the Companies Act.

In addition, if a director or employee discovers a fact that could
potentially inflict marked damage on the Company, they shallimmediately report this fact to an Audit & Supervisory Board
member, even if there is no request to do so from an Audit &Supervisory Board member.
5. If a director or Audit & Supervisory Board member believes it tobe necessary, they shall obtain advice from an outside expert at
the Company’s expense.
6. The internal audit department shall regularly hold meetings withthe full-time Audit & Supervisory Board members and provide
audit reports in a planned manner to the Board of Directors andthe Audit & Supervisory Board, thereby enhancing the provision of
information to, as well as bolstering coordination with, outside
directors and outside Audit & Supervisory Board members.

Improvement of Corporate Value Through Dialogues with Shareholders and Investors

The Company has a policy of owning stocks that are deemed meaningful based on comprehensive consideration from a medium- tolong-term perspective of the relationship with the Group’s businesses, the profitability, and the potential for creating new business
opportunities, among other factors. A decision shall be made every
year at the Board of Directors meeting concerning whether to continue holding the stocks based on careful consideration of various
factors, including previous business transactions with the Company
and the market price of the shares, after verifying the benefits andCompliance
Strengthening internal control for the Group overall
The Yamato Group has established an internal control system inorder to promote a sound corporate culture in the Group as a whole
and to enable employees to perform their duties effectively and efficiently without any misbehavior or mistakes. Having stipulated its
basic policy on the internal control system in accordance with theCompanies Act, each Group company is working on strengthening
internal control.

Basic policy
To continuously improve medium- to long-term corporate value through dialogues with shareholders and investors, we are striving to enhance IR
and SR activities by creating a structure focused on the Executive Officer Responsible for IR. When promoting IR and SR activities, we ensure sufficient opportunities for dialogue with executive officers, including the president, and independent outside directors to fully understand the
management strategies and businesses of our shareholders and investors. Additionally, the opinions and requests received from shareholders
and investors through dialogues and other means are fed back to the Board of Directors as necessary to share awareness of issues within the
Company from an objective perspective.
Implementation of Engagement Activities (Fiscal Year Ended March 31, 2023)
Details of Activities
Settlement of accounts meetings
Small meetings
Briefings to explain structural reform of network operations

Responders

4

President and responsible Executive Officer

2

Independent outside directors

1

Responsible Executive Officer

1

Briefings related to sustainability (environment)

Responsible Executive Officer

1

Visits to overseas investors (Europe, Americas, and Asia)

President and Executive Officer Responsible for IR

4

Individual dialogues (One on one)President, Executive Officer Responsible for IR, and representative of IR department*345* Responds based on shareholder and investor requests and purpose of interviews

Key Themes and Points of Interest in Dialogues
 rogress of Group management structure reforms and businessPstructure reforms
 pecific details and creation effects of structural reform ofS
network operations
Strategies for expanding corporate business domain urrent status and future outlook for business environmentCand competitive environment
 ricing policy based on 2024 problem and rising costs,Psuch as fuel isks and opportunities following climate change andRconnection between reducing GHG emissions and improving
corporate value
 urpose of human resource strategies in conjunction withP
structural reforms and human resource managementEffectiveness of the Board of Directors
Measures for capital policies and shareholder returns

56

Number of Times

President and responsible Executive Officer

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

Enhancement of Details Disclosed Based on Dialogues(Examples) inancial Results Meeting Materials
F(Fiscal year ended March 2023)
 he timelines of progress with structural reforms and conT
nection to each measure (page 4)
 isclosure of cost trends in each domain of operation
D(page 27)

risks associated with holding the stocks from a quantitative andqualitative perspective. The Company works to reduce the numberof stocks it owns that are deemed to be of little significance.
In exercising the voting rights of shares held, the decision to support or oppose agenda items at the shareholders’ meeting shall bemade on a case-by-case basis according to Yamato policy, with consideration given to the issuing company’s enhancement of corporate
value, the issuing company’s compliance framework, and the possibility of a negative impact on the Group’s business, among other factors.

We have also established a system to carry out evaluations in linewith our internal control report system pursuant to the Financial
Instruments and Exchange Act and immediately put improvements
in place should there be any shortcomings. Furthermore, we prepareinternal control reports on financial reporting and receive an audit of
the internal system by independent auditors.
Internal control over the financial reporting of the Yamato Groupas of March 31, 2023, was considered valid, and an internal control
report was submitted to the Kanto Local Finance Bureau.

Enhancing the whistle-blower system
The Yamato Group has established a whistle-blower system topromptly discover and appropriately respond to law and/ or internal
regulation violations. In addition to compliance-related issues, suchas overall corruption (including bribery) and human rights violations(including bullying and harassment), the whistle-blower system
accepts reports on any action that violates internal regulations andthe Group’s Management Philosophy. We have established a suggestions box as a contact point with the president, a compliance hotline as the secretariat for the Compliance and Risk Committee, anda corporate fraud point of contact manned by external lawyers,which all take correspondence via email, telephone, and letter. In
addition, from February 2019 we established individual points ofcontact at each Group company as a familiar place for consultation.
To spread awareness among employees, we display posters introducing these points of contact with the president’s photograph onthem at each office. Additionally, the Group’s whistle-blowing regulations protect the privacy of whistle-blowers and ensure that they do
not suffer any unfair treatment as a result of making a report.
Accordingly, we are developing an environment that ensures employees who wish to remain anonymous can also utilize this service.
When a report is made on an issue, the whistle-blower system
works to promptly confirm the facts, enact the necessary response
and corrections, and promote measures to prevent a reoccurrence.
Specifically, we promote concrete, response procedures, processing
methods, and risk-assessment criteria that are shared on aGroupwide basis. This enables us to prevent the overlooking ofmajor risks by adopting a consistent management flow andresponse to all reports received. Furthermore, by clarifying the persons responsible for decision-making at the time reports arereceived and unifying relevant standards, we are improving our levelof risk awareness.
We prevent the reoccurrence of issues by formulating rules forholding verification meetings internally to ensure that we carry out
an appropriate investigation and response. Additionally, we implement the standardized management of whistle-blowing informationand the details of responses on a Groupwide basis, thereby allowing
us to ascertain Groupwide trends and share examples of actual
cases in a cross-organizational manner. Such information and details
are reported regularly to the Board of Directors, helping to facilitate
improvements across the Group.
2023/3 Results
Number of whistle-blower cases

751 (117 more than 2022/3)

Note: The Compliance and Risk Committee meets each quarter at Yamato
Holdings and every month at Group companies, including Yamato
Transport.

 isclosure of human resource strategies and KPIs in conD
junction with structural reforms (page 12)
 rganize basic policies for climate change and connectionO
to value creation (page 13)	https://www.yamato-hd.co.jp/english/investors/library/briefing/2023.html

Briefings for each theme
Structural reform of network operations
Sustainability (environment)	https://www.yamato-hd.co.jp/english/investors/library/business_briefing/

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

57

CORPORATE GOVERNANCECORPORATE GOVERNANCE

Part 3

Part 3

Directors
As of June 23, 2023

Management Team

Noriyuki Kuga

Yasuharu Kosuge

Mariko Tokuno

Inside directors

Toshizo Kurisu

Yoichi Kobayashi

Toshizo Kurisu

Mariko Tokuno

Yoichi Kobayashi

Representative Director,
President and Executive Officer

Representative Director,
Executive Officer and Vice President

Outside Director

Outside Director

Apr. 2006

Apr. 2009
Apr. 2010
Apr. 2013
Apr. 2015

Joined the Company
Regional Branch Manager of
Yamaguchi Regional Branch of
the Company
Regional Branch Manager of
Saitama Regional Branch of
Yamato Transport Co., Ltd.
General Manager of TSS Sales
Promotion Office
Executive Officer and Presidentof Kanto Regional Office
Managing Executive Officer
Executive Officer of theCompany

Apr. 2015

Jun. 2017
Apr. 2019

Apr. 2021

Representative Director,
President and Executive Officer
of Yamato Transport Co., Ltd.
Director and Executive Officer of
the Company
Representative Director,
President and Executive Officerof the Company (current)
Representative Director,
President and Executive Officer
of Yamato Transport Co., Ltd.
(current)

Apr. 1983
Jul. 1999
Jun. 2002
Apr. 2006
Apr. 2012

Apr. 2017

Apr. 2019

Yasuharu Kosuge

Joined the Company
General Manager of Accounting
Division of the Company
General Manager of Finance
Division of the Company
Executive Officer of theCompany
Representative Director,
Executive Officer and Presidentof Yamato Financial Co., Ltd.
Representative Director andSenior Managing Executive
Officer of Yamato Transport Co.,
Ltd.
Representative Director,
Executive Officer and Presidentof Yamato Transport Co., Ltd.

Mar. 2020

Managing Executive Officer of
the Company
Apr. 2021 Senior Managing Executive
Officer of Yamato Transport Co.,
Ltd.
Feb. 2022 Executive Officer and Vice
President of the Company
Feb. 2022 Responsible for Finance, Public
Relations and Digital of theCompany
Feb. 2022 Representative Director, Executive
Officer and Vice President of
Yamato Transport Co., Ltd.
(current)
Jun. 2022 Representative Director, Executive
Officer and Vice President of theCompany (current)

Feb. 2002
Apr. 2004
May 2006
Apr. 2011

Joined the Company
Project Manager of Work System Project of theCompany
Regional Branch Manager of Okayama Regional
Branch of the Company
Regional Branch Manager of Yokohama Regional
Branch of the Company
Regional Branch Manager of Kita Tokyo Regional
Branch of Yamato Transport Co., Ltd.
General Manager of Corporate Sales Division of
Yamato Transport Co., Ltd.

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

Jan. 1994
Apr. 2002

Joined Louis Vuitton Japan KK
Senior Director for Sales
Administration
Mar. 2004 Vice President of Tiffany & Co.
Japan Inc.
Aug. 2010 Representative Director andPresident of Christian Dior Japan
KK

Apr. 2019
Apr. 2019
Apr. 2021
Feb. 2022

Executive Officer of Yamato Transport Co., Ltd.
Managing Executive Officer of Yamato Transport
Co., Ltd.
Managing Executive Officer of the Company
Representative Director, Executive Officer andPresident of Yamato Logistics Co., Ltd.
Senior Managing Executive Officer of Yamato
Transport Co., Ltd.
Senior Managing Executive Officer of theCompany

Feb. 2022
Feb. 2022
Jun. 2022
Jun. 2022

Responsible for Management Strategy and Human
Resources of the Company
Representative Director, Senior Managing
Executive Officer of Yamato Transport Co., Ltd.
Representative Director, Executive Officer and Vice
President of the Company (current)
Representative Director, Executive Officer and Vice
President of Yamato Transport Co., Ltd. (current)

Jun. 2017

Representative Director,
President and CEO of Ferragamo
Japan KK
Director of the Company(current)

Apr. 1973
Jun. 2004
Apr. 2006
Jun. 2006
Apr. 2008

Joined ITOCHU Corporation
Executive Officer
Managing Executive Officer
Representative Executive
Managing Director
Representative Senior Managing
Director

Noriyuki Kuga

Outside Director

Outside Director

Apr. 1972
Jan. 1993

Apr. 2004

Apr. 2014
Apr. 2016

Sep. 2013

Shiro Sugata

Jun. 2000

Representative Director,
Executive Officer and Vice President

Apr. 1985
Jun. 1997

Charles Yi

Outside Directors

Yutaka Nagao

Apr. 1988
Apr. 2004

58

Shiro Sugata

Yutaka Nagao

Joined USHIO INC.
President of BLV LICHT- UND
VAKUUMTECHNIK GmbH
Director and Corporate SeniorVice President of USHIO INC.
Director and Corporate
Executive Vice President

Jun. 2004

Mar. 2005
Oct. 2014
Jun. 2016
Jul. 2017
Jun. 2019

Representative Director andCorporate Executive Vice
President
President and CEO
Director and Corporate Advisor
Corporate Advisor
Special Corporate Advisor
Director of the Company(current)

Apr. 1979
Apr. 2002
Oct. 2004
Oct. 2006

Joined Tokyo Electron Ltd.
Vice President and General
ManagerPresident and Representative
Director, Tokyo Electron BP Ltd.
Executive Vice President ofTOKYO ELECTRON DEVICE
LIMITED

Apr. 2011
Apr. 2015
Apr. 2016
Jun. 2018

Jun. 2007
Jun. 2011
Jun. 2016
Jun. 2020

Representative Director andExecutive Vice President
Senior Advisor
Vice Chairman
Director of the Company(current)

Corporate Director andExecutive Vice President
Senior Executive Vice President
and Representative Director
Chairman of the Board
Director of the Company(current)

Charles Yin
Outside Director

Feb. 1990
Mar. 1992
Sep. 1996

Joined L3, Inc. (New York)
Vice President
Joined Fuji Xerox Asia Pacific Pte.
Ltd. (Singapore)Aug. 2007 CEO of Worldwide City Group(Hong Kong)

Jul. 2018
Jun. 2022

Executive Chairman (current)
Director of the Company(current)

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

59

CORPORATE GOVERNANCECORPORATE GOVERNANCE

Part 3

Part 3

Management System

Audit & Supervisory Board Members

As of October 1, 2023

As of June 23, 2023

Yamato Holdings Co., Ltd. / Yamato Transport Co., Ltd.

Management Team

Serves at both Yamato Holdings Co., Ltd. and Yamato Transport Co., Ltd.
Yamato Holdings Co., Ltd.

Yamato Transport Co., Ltd.

Executive Officer and President

Executive Officer

Yutaka Nagao

Takeshi Arakawa		 (Responsible for Global Business Strategy)
Kazuki Watanabe		(Responsible for Corporate Strategy)

Nobuyuki Ozawa		 (Responsible for Sales Promotion)
Executive Officer and Vice President

Koji Inamori		(Responsible for Account Sales)

Toshizo Kurisu

Suguru Nakanishi		Yasuharu Kosuge

Tetsuya Egashira		 (Responsible for Global Strategy)(Responsible for EC Account Sales)

Kong Jen Siang		(Responsible for Asia Region Cross Border
Senior Managing Executive Officer

Tomoki Otani

Transportation)

(Responsible for ESG and Compliance)

Yasuyuki Miyake		 (Responsible for Business Development)(Head of Sustainability, Legal and Risk

Yasutoshi Shibasaki		(Responsible for Transport and Delivery

Management, Safety and Internal Audit)

Yoshihide Shimoyama

Ryuji Matsuda

Takashi Yamashita

Yoshito Shoji

Tsutomu Sasaki

Control)

Shinji Makiura		(Responsible for Corporate Finance)

Tatsuya Suzuki		(Responsible for Air Freight Operation Design)

Hiroshi Etani		(Head of Sales and Global Strategy)

Michiaki Okamoto

(Responsible for Transport and Delivery
Process Engineering)

Akihiro Kazuma		 Head of Transport and Delivery Operation

Yoshihiro Hatano		(Responsible for Transport and Delivery
Operation System)

Takashi Yamashita

Tsutomu Sasaki

Managing Executive Officer

Outside Audit & Supervisory Board Member

Full-time Audit & Supervisory Board Member

Atsushi Kashimoto		Oct. 1983
Mar. 1987
May 2003

Joined Asahi Accounting
Company
Registered as a Certified Public
Accountant
Representative Partner of Asahi& Co. (currently: KPMG AZSA
LLC)Aug. 2014 Established Takashi Yamashita
CPA Office, Representative(current)
Jan. 2015 Registered as a Certified Tax
Accountant
Jun. 2017 Outside Audit & Supervisory
Board Member of the Company(current)

Apr. 1987
Apr. 2005
Jul. 2006

Apr. 2007

Apr. 2009

Ryuji Matsuda

Apr. 2011

Outside Audit & Supervisory Board Member

Apr. 2017

Joined the Company
General Manager of TA-Q-BIN
Sales Division III
General Manager of ProductDevelopment Division of Yamato
Transport Co., Ltd.
General Manager of
Manufacturer Solution Sales
Division
General Manager of Global
Sales Division
General Manager of Sales
Strategy Division
Executive Officer of theCompany

Processing Promotion)

Sep. 2018

Apr. 2019
Mar. 2020

Apr. 2021
Apr. 2021

Jun. 2007
Jun. 2008

Registered as Attorney-at-Law
and Certified Public Accountant
Audit & Supervisory Board
Member, SQUARE ENIX CO., LTD.
Audit & Supervisory Board
Member, Seika Corporation

May 2012
Apr. 2014
Jun. 2020

Auditor of the Japan Federationof Bar Associations
Auditor of ASAHI GROUP ARTSFOUNDATION (current)
Outside Audit & Supervisory
Board Member of the Company(current)

Representative Director,
Executive
Officer and President of Yamato
Logistics Co., Ltd.
Managing Executive Officer of
the Company
Representative Director andSenior Managing Executive
Officer of Yamato Transport Co.,Ltd.
Senior Managing Executive
Officer of the Company
Senior Managing Executive
Officer of Yamato Transport Co.,Ltd.
Full-time Audit & Supervisory
Board Member of the Company(current)(Responsible for Investor Relations)

Seiichi Awa		
(Responsible for South Kanto region)
Tamaki Abe		(Responsible for Tokyo region and Transportand Delivery Network Management)

Setsuko Nishida		 (Responsible for overseeing Digital)
Toshiyuki Nishide		(Responsible for Kansai region)

Takanao Sugiura		 (Responsible for Business Development
		and CLOE)
Hiroshi Matsuda		 (Responsible for overseeing Transportation)

Takeharu Ootomo		(Responsible for Business Reform Project)

Takaaki Adachi		(Responsible for Innovation Promotion)
Yuko Taguchi		(Responsible for CX Design)
Yasushi Fukuda		(Responsible for Green Innovation
Development)

Yasuhiko Tamura		 (Responsible for Finance Projects)
Katsutoshi Masaoka(Responsible for Finance)

Yosuke Kudo		
(Responsible for Administrative Operation)
Yoshihisa Hosotani(Responsible for Corporate Communications)

Yoshiko Akiyama(Responsible for Sustainability Promotion)

Yoshito Shoji

Kazuhiro Shiozawa(Responsible for Legal and Risk Management)

Full-time Audit & Supervisory Board Member

Hiroyuki Mizushima 	(Responsible for North and South America

Jun. 2022
Apr. 1986

Norihiko Nakabayashi	(Responsible for Transport and Delivery Data

Masayuki Ishii		(Responsible for overseeing Human Resource		Management and Development)

region)Apr. 1980
Nov. 2007

Yoshihide Shimoyama

Apr. 2019
Mar. 2020

Outside Audit & Supervisory Board Member

Apr. 1976

Apr. 2006

60

Joined Nihon Cement Co., Ltd.
(currently: Taiheiyo Cement
Corporation)
General Manager of Technology
Planning Department, Central
Research Laboratory

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

Mar. 2008

Apr. 2015
Jun. 2020

President and Representative
Director of Taiheiyo Consultant
Co., Ltd.
AdvisorOutside Audit & Supervisory
Board Member of the Company(current)

Joined the Company
General Manager of Finance
Division, Yamato Transport Co.,Ltd.
Managing Executive Officer
Director and Managing
Executive Officer, Yamato
Management Services Co.

Apr. 2021

Apr. 2022
Jun. 2023

General Manager, Professional
Service Function Division,
Yamato Transport Co., Ltd.
General Manager of ProjectGroup, Finance Division
Full–time Audit & Supervisory
Board Member of the Company(current)

Masahiro Matsui		 (Responsible for Hokkaido region)
Shuji Yamauchi		(Responsible for Tohoku region)
Kouei Fujisaki		(Responsible for Northern Kanto region)
Takashi Ikeda		
(Responsible for Hokushinetsu region)
Atsushi Terasawa		

(Responsible for Chubu region)

Masato Kosaka		(Responsible for Chugoku and Shikoku region)
Osamu Yamanaka		

(Responsible for Kyushu region)

YAMATO HOLDINGS CO., LTD.
Integrated Report 2023

61