Kanematsu’s Foundations

Dialogue between the
Chairman and an Outside
Director

The Kind of Trading Company
the Kanematsu Group Aims to
Be Following the Recent
Tender Offers

Kaoru Tanigawa

Hiroyuki Sasa

Chairman62

KANEMATSU Integrated Report 2023

Providing added value to address theneeds and issues faced by customers
is our key role. The Kanematsu Groupwill work as one to create systems
that will enable us to apply solutionsoriented business successes to otherfields and business units.

The Heart of Corporate
Governance
Tanigawa As a trading company,
Kanematsu has a vast number ofGroup companies, so making surethat the Group’s Corporate Principle
permeates the entire organizationand maintaining Groupwide internal
control through governance are
eternal challenges that lie at the heartof getting the Group to work as one.
While working to promote awarenessof the Corporate Principle at Group
companies, we review them for risk
through audit functions and provide
feedback—a process that I imagine
has been ongoing for the last century.
Sasa Group governance andmanagement are two sides of thesame coin. The business itself, its
support functions, and the unifying
force that accelerates business—all

three of these factors must operate inunison, and Group governance exists
to ensure that they do. At the core ofmanagement are the management
philosophy and the specific measuresnecessary to achieve it. However, themere presence of these core elements
does not necessarily provide clear
rules that the people of the Group on
the ground should follow day to
day—that’s where internal control
frameworks come in.
Tanigawa I think that awareness ofthe content of the KanematsuGroup’s Corporate Principle haspermeated the Group, but there is
still some ground to be covered interms of actually putting it into practice. I am responsible for the Internal
Auditing Department, and when aGroup company’s corporate principles are significantly out of step with
the Group’s, we identify that discrepancy as an issue. From there, we
work to rebuild relevant frameworks
through auditing, focusing onwhether the company has in place
the kind of rules and internal control
mechanisms that are important to
the Group in a process of repeatedevaluation and improvement over
several years. This ongoing processof review and monitoring is perhaps
similar to a PDCA cycle.
Sasa Yes, there’s really no other way.
Ultimately, there must be common
value standards that support orembody the Group’s principles, and it
is important to work to make surethat these are shared and understood
all throughout the Group.
Tanigawa I think that governance isthe core of effective corporate functioning. If governance is not firmly inplace, the company simply doesn’twork. However, I think that inevitably—and this is why we are talking
about this so much—as we expand
into manufacturing to bring new
added value to our businesses, thecharacter of the governance andinternal control needed will bedifferent and unlike those that weknow. This is an area in which we will
be depending on your help.
Sasa When I first came on as an
outside director, I did feel major differences between the manufacturer
where I worked before andKanematsu, a trading company.
However, I can certainly understandKanematsu’s desire to proactively

enter the manufacturing sector, which
is upstream in the value chain, in order
to expand the added value of its
existing businesses under future 135.
Tanigawa Nowadays, it is essential
to go beyond the category of trading,
and we must supply products withadded value that meets market andclient needs in such areas asprocessing. This is forcing us closer tothe manufacturing domain. For
example, the business of the Meat
Products Division has conventionallycentered on purchasing beef, but
processes that make it ready for saleby wholesalers or retailers can be agood way of further adding value.
I’m sure you must have noticed,
but Kanematsu’s business portfolio
has not changed over the past 20
years. In some ways, that’s just theway it is for us as a trading company,
but the world today is embracing
innovation and transformation, andso are we. The creation of new businesses now will drive growth for the
next generation. Indeed, I think thatcreating new businesses may be thetrue mission of management over the
medium to long term. And, it is thearea we have been having the mostdifficulty with.

The Functions and Mission of
the Board of Directors
Sasa As businesses expand, theimportance of risk management
increases. If the speed and scope ofrisk management are not calibrated
correctly, risks will grow. It’s impossible to guard against every possible
risk, so centralizing information andresponse methods for dealing withcrises when they occur is essential. In
addition to crisis management withineach business division, I believe that amatrix system should be implemented from the perspective of crossdivisional management functions.
The other issue will be achieving
globally centralized crisis response.

Kanematsu’s Foundations

Tanigawa Indeed, what I think of asa trading company professional isprecisely the kind of person who hascome up through that kind of work.

Chairman Kaoru Tanigawa, who is also the presiding officer of the Board of Directors, and Hiroyuki Sasa, who recently completed his first year as
outside director of Kanematsu, sat down to discuss the kind of governance needed in today’s rapidly changing business environment, efforts to achieve
such governance, and challenges going forward.

The Kanematsu Group’s Value Creation

Sasa I understand the idea that
upstream areas, including manufacturing, can be a way to provide added
value, and I think they will be important in the future. Olympus
Corporation, where I formerly served
as president, is a manufacturer,
carrying out everything from productplanning and technological andproduct development to manufacturing, and finally sales and service. In
this, an important focus for thatcompany is solving issues for doctors
and patients; in other words, it is asolutions-oriented business. I thinkthat Kanematsu is similar in thatregard, and this is where the sensethat Kanematsu needs to get involved
upstream comes from. Kanematsu
already has strong foundations andties with customers downstream. And
that’s the most important thing,because the issues that require solutions always come from the customer.

Building Frameworks to Take Us Toward Our Vision

Tanigawa I think that it will be
important to use DX to build such amethodology. The Kanematsu Group
includes the Electronics & Devices
Division, and we are now positioned
to deepen our relationships withsubsidiary Kanematsu Electronics Ltd.
to jointly create value, so I think wewill be able to quickly build mechanisms to create added value.

The Origins of Value Creation

Tanigawa In the near future, trading
companies will need to evolve structurally to add further added value,building on the base of trading, theirtraditional livelihood. One aspect of
the kind of trading company we aim
to be entails capturing greater added
value by expanding beyond that base,extending our business scope bothup- and downstream. By combining
this expansion with our new strength
in digital technologies, we will
provide added value. In this way, we
aim to provide greater abundance
and well-being for stakeholders,
including business partners andemployees. As we work toward thisgoal, I think that we should constantly
be building and improving
Groupwide governance and internal
control systems to ensure a foundation that will not waver, regardless ofthe management environment.

Outside Director

Sasa The Kanematsu Group encompasses a wide variety of businessmodels. As such, going forward, as amethodology for creating businesses
based on the Group’s unique systems
and challenges, it will be important tofinds ways to universalize andformalize new added value andestablish it as a strength of theKanematsu Group.

Tanigawa Yes, risk control is part of
the function and mission of the Boardof Directors. Namely, balancing
growth and risk management. The
Kanematsu Group has vertically organized businesses with a variety offunctions that connect across themhorizontally and diagonally, and we
aim to strengthen operations
throughout this matrix. We alreadyhave in place a quick response framework that establishes a committee tocentrally gather information and issue
instructions when an issue arises. In
terms of day-to-day business risks, I
think it is important to always be
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63

Kanematsu’s Foundations

Messages from the Outside Audit & Supervisory Board Members

Dialogue between the Chairman and an Outside Director

prepared to respond to emergencies,
for example, by ensuring that internal
control monitoring functions
effectively.

Issues and Measures Going
ForwardKANEMATSU Integrated Report 2023

Sasa I mentioned before that somethings at Kanematsu felt outdated. At

Olympus, we acted with speed,changing corporate systems andframeworks to be on par with global
competitors in just three years. I
would ask, then, since Kanematsu
marked a new start with restructuring
efforts in 1999, has the Company
really achieved transformationalchange? Although some of this comes
down to the mindsets of top management, management methods, and theexternal environment, I think that
Kanematsu should be more proactive.
I want to know if Kanematsu’s
management and executives areserious about changing. No matter
how much they exhort employees tochange, if they don’t change themselves, nothing will. I feel that it is myrole as outside director to speak mymind frankly on such matters.
Tanigawa In the Kanematsu Group’s
long history, there have been somevery difficult times, and the lesson we
took from these is the importance ofrock-solid, unerring management. To
this end, we have long worked toconstantly improve and evolve reliable
governance, internal control, and crisis
management systems. Now, while
maintaining a strong defense throughgovernance, I hope to see our executives be active and ambitious on
offense. We have many employees
who are passionate about creatingnext-generation businesses, and ourbusinesses are evolving in dynamic
ways. I believe that the challenge for
us going forward will be to maintaineffective management control while
respecting the individuality andfreedom of each employee to harness
that passion and dynamism as aGroupwide force for global change.

Audit & Supervisory Board
Member (Outside)

The Present and Future of the Kanematsu Group’s GovernanceNobuko Inaba
Audit & Supervisory Board
Member (Outside)

Before Board of Directors meetings, participants are provided with detailed materials
about each proposal. These include opinions from various standpoints, based on objective
evidence, about risks identified by related divisions as well as the conclusions reached bycommittees and data on relevant conditions. Ample time is allotted and effort expended
to the consideration and discussion of matters before they reach the Board of Directors,
and the Company’s approach to handling matters of internal control and defensive governance is outstanding. However, while the number of agenda items taken up by the Boardof Directors has been decreasing, it remains high, and the ample prior considerations anddiscussions can also be said to come at the expense of swift management decision making.
To survive and thrive going forward, Kanematsu is working to expand its business areas,develop globally, and advance M&A. The success of such efforts will require governancethat provides not only a robust defense, but also an offense with speed through the flexible transfer of authority. By incorporating this kind of perspective, I think that Kanematsu
will be able to enhance its enterprise value even further.

Message from the Chief Officer of the Internal Auditing Department

Kaori Kusuda
Executive Officer
Chief Officer, Internal
Auditing Dept.; General
Manager, Internal Auditing
Dept.

Kanematsu’s Foundations

64

Tanigawa That is an area where
Kanematsu needs to learn from
Olympus. The Kanematsu Group hires
and develops human resources inJapan and sends them overseas, andalso hires overseas personal for workand development in Japan. Goingforward, however, to step up businesses in other countries, and especially to expand our businesses
through M&A or other means, we willneed local overseas human resourcesin top management positions, andlocal hiring and development will beessential. I think that, a decade fromnow, a sizable portion of the Group’s
employees is likely to be non-Japanese nationals.

Yusaku Kurahashi

The Kanematsu Group’s Value Creation

Tanigawa The Kanematsu Group is a
trading company that began with thefounding purpose of sowing andnurturing the seeds of prosperity forJapan, so naturally, until now,importing foods, semiconductors,
energy, and other goods from overseas has accounted for the overwhelming share of our business.
However, as the Japanese market

Sasa The next step Kanematsu willneed to take is strengthening functions. This will depend significantly on
how the Company goes about linking
its horizontal functions globally, andhow quickly it seeks to evolve into a
global company. In the case of
Olympus, our competitors had, forexample, personnel systems designed
to put the best suited person in eachposition, regardless of nationality or
gender. We knew that if we took theconventional Japanese approach ofdeveloping only in-house humanresources without looking outward,
we would lose badly. We took the big
step of reforming our personnel
system to be like those of ourcompetitors and, as a result, many
important positions came to be filledby personnel from outside Japan. It
took work to make sure that ouremployees in Japan understood theintention and importance of thischange, but it ultimately led to anincrease in motivation for employees
Groupwide.

I feel that the Kanematsu Group’s governance has continued to evolve. The Board of
Directors has made system-related changes aimed at increasing independence, securing
diversity, and optimizing the skill matrix while also taking such steps as setting the agenda
to secure opportunities for strategic, big-picture deliberations of medium- to long-term
growth, resulting in lively, substantive discussions. It’s not uncommon for Board discussions to be lengthy and intense, requiring a degree of intellectual stamina—in a goodway—on the part of participants. The Audit & Supervisory Board, meanwhile, mainly
discusses matters designated for its deliberation and regular audits of operations carriedout by the non-outside members. Through meetings with executives, discussions with theoutside directors, and regular reports from the Internal Auditing Department andaccounting auditor, the Audit & Supervisory Board works to keep tabs on and understandmanagement issues and risks. Going forward, key governance issues will include
continuing to increase the effectiveness of the Board of Directors and Audit & Supervisory
Board, investing in human capital, promoting DX, generating Group synergies, offering
new added value as a trading company, and reinforcing internal control. I hope tocontribute to addressing these as an outside Audit & Supervisory Board member.

The Origins of Value Creation

Sasa Challenges also remain in termsof truly global operations. To be frank,
I think that some aspects ofKanematsu’s Group management are
outdated and seem to be stuck in auniquely Japanese style of conservative management. What it means tobe truly global is hard to define, but
it’s more than just having a highpercentage of sales from overseas
operations or establishing overseas
manufacturing bases. When I took
office as president of Olympus,
around 80% of the company’s sales
were from overseas, but it still hadthat uniquely Japanese management
style that lacked speed. So, we dug
deep to figure out what could give us
the edge we needed to compete on
an equal footing with global competitors. What we arrived at was amanagement framework to advanceinitiatives, speed in doing so, andsufficient driving force behindmanagement decisions and governance to withstand competition.

Further Evolving Group Governanceshrinks going forward, there will
come a time when this businessmodel alone is no longer viable. In
preparation for this, we are
expanding third-country trading andoverseas M&A. We assume that thiswill require forms of governance andnew approaches that are different tothose we have employed until now.

The Internal Auditing Department carries out audits of operations at Group
companies based on an annual audit plan formulated according to a risk-based
approach. As a result of the expansion of scale targeted under the medium-term
vision, the Kanematsu Group has grown to 134 companies; to handle the manufacturing operating companies, we have hired a staff with experience in auditing
manufacturers, ensuring that we can audit a diverse range of transaction types.
Also, we require consolidated Group companies to perform self-inspections forthe purpose of monitoring the development and operation of control activities at
the front lines of operations. We have included new initiatives related to social
issues, such as environmental and human rights considerations, into these inspections, and, if their effectiveness and utility is verified, we add them to our list ofaudit items and thereby enhance our auditing operations. As a new initiative, weare conducting audits along Group-wide themes to identify risks and management issues common across Group companies and are focusing on auditing theeffectiveness of group IT controls to assess the status of individual companies’ DX
promotion, including the use of AI, as well as risks related to the underlying information security.

KANEMATSU Integrated Report 2023

65

Kanematsu’s Foundations

Corporate Governance

Our Basic Stance on Corporate Governance
Kanematsu’s founder himself put down the words “Let us sow and nurture the seeds of global prosperity.” The
Kanematsu Group recognizes the pioneering spirit fostered by our predecessors along with the wise use of ourcreative imagination and ingenuity, fulfilling our corporate social responsibilities through sound, flourishingbusinesses, and adherence to Company rules as key parts of its Corporate Principle. We operate in accordance withthis principle and our Code of Conduct, striving to carry out corporate activities to serve our various stakeholders

and help realize a sustainable society by providing socially valuable goods and services.
To this end, Kanematsu endeavors to strengthen corporate governance to increase the transparency ofmanagement and create a more equitable, efficient, and sound company. We work to improve corporate
governance with the aim of increasing our enterprise value and winning the support of all our stakeholders,
including shareholders, customers, business partners, and employees.

Corporate Governance Structure (as of July 2023)

Board of Directors

Male

Nominating Committee

Compensation Committee

Management Committee

Audit & Supervisory Board

Internal Control and Compliance
Committee

Sustainability Management
Committee

7 members

4 members

4 members

12 members

4 members

3 members

5 members

7 members• Presiding officer: Chairman of
the Board of Directors• Committee chair: Outside
director• Committee chair: Outside
director• Presiding officer: President & CEO• Presiding officer: Standing Audit &Supervisory Board member• Presiding officer: Chief Officer ofCredit Control• Committee chair: Chairman of theBoard of Directors• Committee chair: Chief Officer ofCorporate Planning• Standing directors: 3• Chairman of the Board of
Directors• President & CEO• Standing Audit & Supervisory Board
member: 1• Executive officers: 2 (chief officers offinance and accounting andcorporate planning)• Committee vice-chair: President &CEO• Executive officers: 6• Chairman of the Board of Directors• Executive officers: 10• Outside directors: 3•Outside directors: 2• Outside directors: 2

Composition• Outside Audit & Supervisory Board
members: 2• Executive officers: 3

Three of the four members,
including the committee chair, areindependent outside directors. The
committee reinforces the independence, objectivity, and accountability of the Board of Directors.

Three of the four members,
including the committee chair, areindependent outside directors. The
committee reinforces the independence, objectivity, and accountability of the Board of Directors.

The committee has 12 members,
comprising the chairman of theBoard of Directors and certain executive officers, including thepresident.

Two (half) of the four Audit & Supervisory The committee comprises the chief offiBoard members are outside members in cers of credit control, finance andorder to increase the transparency ofaccounting, and corporate planning
management and create a more equitable, efficient, and sound company.

The committee has five members,
comprising the chairman of the Boardof Directors and certain executive officers, including the president.

The committee comprises six officers
from business divisions (executive officers) and the chief officer of corporate
planning (an executive officer), whochairs the committee.

In response to inquiries from theBoard of Directors, the Nominating
Committee deliberates on suchmatters as proposals for the
General Meeting of Shareholders
related to the appointment anddismissal of directors and thenecessary policy, rules, and procedures for reaching related resolutions. Based on these deliberations,the committee provides advice andrecommendations to the Board of
Directors.

In response to inquiries from theBoard of Directors, theCompensation Committee deliberates on such matters as policy
regarding the setting of compensation levels and types for individual
directors and executive officers, thecompensation itself, and the necessary policy, rules, and procedures
for reaching related resolutions.
Based on these deliberations, thecommittee provides advice andrecommendations to the Board of
Directors.

The executive officer system has
been adopted to improve the flexibility of business execution, speed
up management decision making,and further clarify roles and responsibilities through the separation ofsupervisory and executive functions,with the Management Committee
established as an executive body.
The Management Committee
establishes basic policies for
Companywide general businessexecution in accordance with policies
determined by the Board of Directors
and provides instruction and guidance on the execution of business.

Kanematsu uses the audit & supervisoryboard system. The Audit & Supervisory
Board and its members act independently
to audit directors’ performance of theirduties.
The Audit & Supervisory Board works
with the Board of Directors to provide partof the Company’s auditing function andaudits the directors’ performance of theirduties as an independent body acting on
behalf of shareholders.

To speed up the decision making,enhance deliberations, and minimize
business risks, prior to resolutions onsuch important matters as major investments and loans, the Project
Deliberation Committee examines anddeliberates the matters in question
from a Company-wide perspective
and provides advice to the respective
decision-making bodies or individuals.

As a Companywide internal body, theInternal Control and Compliance
Committee comprehensively assesses
risks facing the Kanematsu Group,seeks to enhance operational effectiveness and efficiency, and strives toensure the reliability of Group financial
reporting.

Objective,
Authority, andFunction

The Board of Directors decides onmatters required of it as set out inlaw and Kanematsu’s Articles ofIncorporation as well as management policy and other importantmatters related to business execution. The Board also provides oversight of the business execution of
directors and executive officers bytaking up important mattersreferred from the Management
Committee and receiving various
reports.
Decisions regarding the execution of other business operations(mainly matters to be reported as
stipulated in the Board of Directors
regulations) are delegated to theManagement Committee or executive officers in accordance with therules on administrative authority
established by the Board of
Directors.

To help solve increasingly serious socialand environmental problems, including
climate change, Kanematsu establishedthe Sustainability Management
Committee, which deliberates on
climate-related risks identified andevaluated by the business divisions. The
committee also regularly calculates theGroup’s CO2 emissions and discusses
changes in emissions and policy for
related measures as part of implementing comprehensive risk
management.
Furthermore, the committee identifies and revises the Company’s key
issues and deliberates on overallsustainability initiatives, including
ensuring respect for human rights, aswell as the Company’s participation in
outside initiatives, such as support for
the United Nations Global Compact.

Meeting
Frequency

Regular meetings: Once a month
Extraordinary meetings held asneededHeld as needed

Held as needed

Generally twice a month
Extraordinary meetings held asneededRegular meetings: Once a month
Extraordinary meetings held as needed

Extraordinary meetings held as needed(About twice a month)

Generally held twice a year, in April andJuly

Held as needed

Meetings in
Fiscal 2023

20

5

4

28

13

27

4

5

KANEMATSU Integrated Report 2023

KANEMATSU Integrated Report 2023

Kanematsu’s Foundations

Three of the seven directors areoutside directors in order topromote appropriate decision
making and further reinforce thesupervision of business execution.

The Kanematsu Group’s Value Creation

66

Project Deliberation Committee

Female MaleThe Origins of Value Creation

Body

OutsideStanding

Role and composition of each body67

Kanematsu’s Foundations

Corporate Governance

The Evolution of Our Corporate Governance System (as of the end of the General Meeting of Shareholders
following each fiscal year-end)
2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

Corporate Governance Structure (as of June 27, 2023)

Appointment/Dismissal

Expanded the executive officer system

SystemConsultation

Board of Directors

Advice/Suggestions

Seven Directors(including threeoutside directors)

Established the Nominating Committee and Compensation Committee

Committees

6

7

7

8

8

6

6

6

7

7

Standing directors

10

5

5

5

5

5

4

4

4

4

4

Outside director

0

1

2

2

3

3

2

2

2

3

3

Outside director ratio

0%

17%

29%

29%

38%

38%

33%

33%

33%

43%

43%

Audit & Supervisory Board members

4

4

4

4

4

4

4

4

4

4

4

Outside Audit & Supervisory
Board members

3

2

3

3

3

3

3

2

2

2

2

Standing

Standing

Standing

Standing

Standing

Standing

OutsideOutsideMembers

4

4

3

3

3

3

4

4

(Outside members)

3

3

2

2

2

2

3

3

Standing

Standing

Standing

Standing

Standing

Standing

OutsideOutside

4

4

3

3

3

3

4

4

3

3

2

2

2

2

3

3

Committee chair

Compensation Committee chair
Committee
Members(Outside members)

Appointment/
Dismissal

Appointment/Dismissal
Audit

Audit & Supervisory Board
Four Audit & Supervisory
Board Members(including two outside members)

Collaboration

Nominating Committee
Appointment/Dismissal/
Supervision

Compensation Committee

Audit

Collaboration

President & CEO
Management Committee

Accounting audit

Internal Auditing
Department

Project Deliberation Committee
Internal Control and Compliance Committee

Internal
controls

Sustainability Management Committee

Accounting Auditor
The Origins of Value Creation

10

Directors

Nominating
Committee

General Meeting of Shareholders

2023

Collaboration

Marketing Area/Support Area, Domestic and Overseas Offices, Subsidiaries

Meeting Attendance (Fiscal 2023), Professional Background, and Skill Matrix
Board of Directors

Professional background

Overseas
workexperience

FY2023attendanceCompensation
Committee

FY2023attendance

FY2023attendance

Audit & Supervisory Board
Management
Committee

Skills needed for medium- and long-term management strategy and the Board of Directors
Medium- to long-term enhancement of corporate value

FY2023attendance

Corporate
management

Businessstrategyplanning

Human
resource
Governancemanagement

〇

◎

◎

〇

〇
Presiding
officer

◎

◎

〇

◎

◎

〇

〇

◎

〇

〇

◎

〇

〇

◎

◎

〇

◎

◎

◎

〇

◎

◎

U.S.A.
(15 years)〇
Presiding
officer

20/20

Yoshiya Miyabe

President & CEO

Deputy Chief Officer, Electronics & IT Division; Chief
Officer, Motor Vehicles & Aerospace Division;
President (incumbent)

U.S.A.
(10 years)

〇

20/20

Tetsuro Tsutano

Director

Chief Officer, Finance, Accounting, BusinessAccounting; Chief Officer, Corporate Planning and
IT Planning (incumbent)

U.S.A.
(4 years)

〇

20/20

〇

Shuji Masutani

Director

Chief Officer, Finance, Accounting, BusinessAccounting (incumbent)

U.K. (2 years)
Germany(2 years)

〇

17/17

〇

Yuko Tahara

Director (outside,
independent)

Outside director (incumbent)

〇

20/20

〇

5/5

〇
Chair

4/4

Kazuhiro Tanaka

Director (outside,
independent)

Outside director (incumbent)

〇

20/20

〇
Chair

5/5

〇

4/4

Hiroyuki Sasa

Director (outside,
independent)

Outside director (incumbent)

U.S.A.
(5 years)

〇

17/17

〇

5/5

〇

1/1

Motohisa Hirai

Audit & Supervisory
Board member

President, an overseas subsidiary (Hong Kong);
Audit & Supervisory Board member (incumbent)

Germany(6 years)Hong Kong(3 years)

20/20

〇

13/13

◎

Yoshio Tajima

Audit & Supervisory
Board member

Director at a Group affiliate (Electronics & Devices)

Australia(4 years)
U.S.A.
(5 years)

—

〇

—

◎

Yusaku Kurahashi

Audit & Supervisory
Board member(outside, independent)

Outside Audit & Supervisory Board member(incumbent)

19/20

〇

13/13

◎

Nobuko Inaba

Audit & Supervisory
Board member (outside,
independent)

Outside Audit & Supervisory Board member(incumbent)

18/20

〇

13/13

4/4

◎

〇

◎

◎

〇

◎

〇

◎

◎
◎
◎

Innovation

Kanematsu’s Foundations

Chief Officer, Electronics & Devices Division; Chief
Officer, Corporate Planning; President; Chairman;
Chief Officer, Internal Auditing Dept. (incumbent)〇

SDGs (ESG)
Technology/
management
DX
thinking

Finance

Chairman

5/5

Sustainability, DX

Investment
decisions

Kaoru Tanigawa〇

Business investment

The Kanematsu Group’s Value Creation

Experience as corporate officer or division chief
officer at Kanematsu or as a corporate officer
outside the Company

Nominating
Committee

◎

◎
◎

〇

Notes:
1. Areas in which individuals possess expertise and experience
are marked with “ ,” while areas in which they are particularly
expected to contribute are marked with “ .”2. Director Hiroyuki Sasa was appointed at the June 24, 2022
General Meeting of Shareholders, the numbers of meetings ofthe Board of Directors and Audit & Supervisory Board that hewas eligible to attend differ from those for the other directors
and Audit & Supervisory Board members.
3. Audit & Supervisory Board member Yoshio Tajima was
appointed at the June 27, 2023 General Meeting of
Shareholders.

◎

Details regarding the professional background of each director and Audit & Supervisory Board member are available in the Noticeof the 129th Ordinary General Meeting of Shareholders.

Notice of the 129th Ordinary General Meeting of Shareholders p. 20
https://www.kanematsu.co.jp/en/ir/files/Notice_of_the_129th_ordinary_general_meeting_of_shareholders.pdf

68

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Kanematsu’s Foundations

Evaluating the Effectiveness of the Board of Directors

Basic Policy

Each year, Kanematsu implements evaluations of the effectiveness of the Board of Directors to identify issues to addressin the following year and confirm the status of measures undertaken to address issues identified the previous year.
Through this process of evaluation and the implementation of measures to address issues identified, Kanematsu works
to continually improve the effectiveness of the Board of Directors. The Board of Directors and its secretariat
implemented the measures listed below in fiscal 2023. We will continue working to resolve issues on an ongoing basis.

Kanematsu’s basic policy for director compensation is toadopt a compensation system that is linked to the interestsof shareholders in order to ensure that the system sufficiently
incentivizes the sustainable enhancement of corporate value
while also ensuring that the compensation of individual
directors is set at levels appropriate to their respective

Board of Directors Effectiveness Evaluation Process

Director and Audit & Supervisory Board Member Compensation System

Self-evaluation

Analysis• Discussion at the Board of
Directors• Checking status of initiatives

Survey of all directors and Audit& Supervisory Board members

Executive Directors

Identify issues• Survey collation and selfanalysis• Use of an external institution
once every three years

Discussion at the Board of
Directors

Basic Compensation
Monthly fixedcompensation

IssuesBoard of Directors composition

Board of Directors discussions and operations• E nhanced prior explanations of agenda items by the Board’s secretariat for outside directors to improve the quality of Boardof Directors discussions.
•D iscussed Group growth strategy, focusing on Kanematsu Electronics Ltd. and Kanematsu Sustech Corporation.
•W orked toward the establishment of a human capital policy.

Dialogue with shareholders and investors

Shared transcripts of IR meetings at the Board of Directors

Other/Overall

Reinforced monitoring functions related to sustainability based on regular reports from the Sustainability Management
Committee.

Issues to Address Going Forward• Board of Directors composition• Board of Directors operation and discussions• Support system and training for directors and Audit & Supervisory
Board members• Dialogue with shareholders and investors• Opinions on the overall operation of the Board of Directors• Medium- and long-term management strategy; formulating the next
medium-term business plan
• Identifying the skills needed in directors under the next mediumterm business plan
• Medium- and long-term growth strategy; approach to financial andnon-financial aspects• AI and other new technologies• Utilizing human capital and personnel system reform• Support system for outside directors• Group growth strategy, focusing on DX/GX

Rank

PointsMaximum
individual
payment(thousandsof yen)Total Compensation by Type (millions of yen)
Total Compensation(millions of yen)

Monetary Compensation
Basic Compensation

Performance-linked
Compensation

Non-monetary
Performance-linked Stock
Compensation

Number of Individuals
Receiving
Compensation

0.74

0.59

0.53

0.45

0.37

14,400 10,700

8,500

7,600

6,500

5,300

Monetary compensation: Annual monetary compensation is capped at ¥300 million for directors (including¥40 million for outside directors) and ¥84 million for Audit & Supervisory Board members

Policy and methods for
deciding compensation
amounts and calculation
methods

Total Compensation (Fiscal 2023)

1.0• Individual payment amount formula:
Individual payment amount = Total payment amount × The individual’srank-based points ÷ Sum of rank-based points awarded to all directors

40%–70% of totalcompensation

Director and Audit & Supervisory Board Member Compensation

Director
Director Director
Chairman
Director
and
and
and
of theandSeniorVice
Managing Senior
Board of
Executive
President Managing
Executive Executive
Directors
Officer
Executive
Officer
OfficerPresident
Officer

15%–45% of total compensation

Profit for theyear
Less than
attributable to¥5.0 billion
owners of the
Parent¥5.0 billion toless than ¥25.0
billion

Performancelinked stockcompensation
amountformulaProfit for theProfit for the year
year attributable attributable to¥60 million
to owners of the owners of the
Parent × 0.18% Parent × 0.20%

0¥25.0 billion toless than ¥30.0
billion• Individual payment formula (for individuals who were directors on the
final day of the evaluation period)
Stock issuance points = Stock compensation amount ÷ Per-share bookvalue of Kanematsu stock held by the trust• Maximum Shares (Stock Issuance Points) Awarded per Fiscal Year

Rank

Director
Director Director
Chairman
Director
and
and
and
of theandSeniorVice
Managing Senior
Board of
Executive
President Managing
Executive Executive
Directors
Officer
Executive
Officer
OfficerPresident
OfficerMaximumshares (stock
issuancepoints)53,000 39,000 31,000 28,000 23,000 19,000

The funds to be contributed by the Company to acquire Company shares
needed to for delivery to directors have been set at ¥450 million; shares
may be acquired through the stock market or through the disposal oftreasury stock.
15%–30% of total compensation

Board of Directors• Decides amounts within the maximum amount of director
compensation decided by resolution of the General Meeting of
Shareholders.
• Decides calculation methods and amount determination policies basedon recommendations from the General Meeting of Shareholders

Compensation Committee• Deliberates on policy for determining the content of compensation for individual
directors, the content of compensation, the basic policy necessary to makeresolutions on these, rules, and procedures and makes recommendations to theBoard of Directors.

The Compensation Committee considers the proportion of each type of compensation for executive directors, taking into account compensation levels benchmarked against companies ofa similar business scale to the Company or in related industries or with similar business formats; the Board of Directors respects such considerations when determining the details ofcompensation for each director.

Directors (excluding outside directors)

240

150

40

49

5

Outside Directors

28

28

–

–

3

Outside Directors

Audit & Supervisory Board Members

Audit & Supervisory Board Members(excluding outside members)

57

57

–

–

2

Basic Compensation

Basic Compensation

Outside Audit & Supervisory Board
Members

19

19

–

–

2

Total

344

255

40

49

12

KANEMATSU Integrated Report 2023

¥30.0
billion orabove

Kanematsu’s Foundations

Survey Items

Rank-Based Points and Maximum Individual Payment Amounts

The Kanematsu Group’s Value Creation

Knowledge and training necessary for Board
members•H eld training for officers with external experts on business and human rights, a training topic highly requested in
effectiveness evaluations due to its importance to sustainability.
• E xecutive officers provided explanations of businesses by theme to enhance outside directors’ understanding of businessexecution.

Stock Compensation• Stock compensation that reflects the performance indicator (profit for
the year attributable to owners of the Parent); the number of shares tobe granted is calculated in accordance with the level of achievement of
performance targets set forth in the medium-term business plan andother factors, and shares are delivered upon retirement• This compensation is also granted to executive officers• Compensation is the total of amounts calculated each year during theterm of the medium-term business plan (April 1, 2018 to March 31,2024) (amounts less than ¥1 are rounded up to the nearest yen)
Stock compensation = Amount of performance-linked stockcompensation × The individual’s rank-based points ÷ Sum of rank-based
points awarded to all directors• An amount calculated based on the performance indicator (profit for
the year attributable to owners of the Parent) and its value is paid as abonus once a year
• Total payment amount: 0.25% of profit for the year attributable toowners of the Parent (or ¥0 if profit for the year attributable to ownersof the Parent is less than ¥5.0 billion) or ¥50 million, whichever is less
• The amounts paid to individual directors are determined by dividing
the total payment amount in proportion to points set out for each rank

Initiatives in Fiscal 2023
• S ecured the diversity of members and discussed skills needed in the Board of Directors identified in the skill matrix. Decided
to seek an outside director with corporate management experience from the perspective of promoting investment, part of
the future 135 medium-term vision.

Performance-Linked Compensation• Cash compensation that reflects the performance indicator (profit for
the year attributable to owners of the Parent)

The Origins of Value Creation

Improvement initiatives

Initiatives to Address Issues Identified in the Previous Year70

responsibilities. Specifically, compensation for executive
directors consists of basic compensation as fixed compensation, performance-linked compensation, and stock compensation. Compensation for Outside Directors, who provide
oversight, consists of only basic compensation in light of
their duties.

Outside directors are paid only monthly compensation and are not paid performancelinked compensation.

Audit & Supervisory Board members are paid monthly compensation determined by the
Audit & Supervisory Board and are not paid performance-linked compensation.

Annual Securities Report (Japanese)

https://www.kanematsu.co.jp/ir/library/yuho.html
KANEMATSU Integrated Report 2023

71

Kanematsu’s Foundations

Diagram of the Kanematsu Group Compliance System (as of June 27, 2023)

Internal Control
The Kanematsu Group’s Internal Control System
regarding Groupwide governance, settlement of accounts,
IT, and operational processes is internally monitored by thecompanies and divisions that implement such operations aswell as by the Legal and Compliance Department, which provides independent assessment.
Furthermore, we have established the Internal Control
and Compliance Committee, which is chaired by Chairman
Tanigawa, to head the Group’s overall internal control. This
committee carries out planning, conducts research, and provides recommendations and guidance regarding internal
control development, operation, and assessment.

Management Committee

Internal Control and Compliance Committee Members
Secretariat: Legal & Compliance Department(In the absence of a primary responsible division at Kanematsu Corporation）

Sales/Support Divisions

Each Group Company

Division Compliance Officer

Compliance Officer(Chief Officer of Sales Division and Officer in Charge of Support Division)(President/MD or General Manager)

Officers & Employees of Kanematsu Corporation

Officers & Employees of Each Group Company* Indirectly-owned subsidiaries report through their parent company

KANEMATSU Integrated Report 2023

1. Prohibition of Bribery
Under the laws of the countries in which the Group operates, the Kanematsu Group’s officers and employees are forbidden from engaging in the bribery of public officials or
persons in comparable positions (such as officers andemployees of JBIC, JETRO, JICA, or foreign state-run
companies).
2. Prohibition of Excessive Gifts and Entertainment
The Kanematsu Group prohibits the provision of entertainment, gifts, or other tangible or intangible benefits in excess
of reasonable, socially acceptable norms to officers andemployees of business partners, whether in Japan or overseas, regardless of whether they are public or quasi-public
officials or officers or employees of private companies andregardless of whether such provision is funded by theCompany or personally by individuals. In addition, whenentertainment or gifts are provided to business partners for
legitimate business purposes, such entertainment or gifts
must be applied for and approved in advance in accordancewith the internal rules established by each Group company.
3. R aising Awareness of Compliance with the Laws of
Relevant Countries
The Kanematsu Group takes steps to raise awareness internally of compliance not only with Japan’s Unfair
Competition Prevention Act, but also with laws under whichacts committed by Japanese companies outside the UnitedStates or United Kingdom are punishable, such as the U.S.
Foreign Corrupt Practices Act and the U.K. Bribery Act.
In fiscal 2023, there were zero violations of policies
related to preventing corruption.

Information Management System
Information Asset Categorization

Information Asset Categorization

Under the leadership of departmental information officers(chief officers of business divisions and administrative
departments), each organization within Kanematsu organizes the information assets handled in its business operations into three categories of confidentiality (strictly
confidential, internal use only, and general). The categorization is reviewed annually to promote awareness among
officers and employees.

In light of the demand for digitization, detailed rules for
document retention have been integrated into the subordinate rules of the Information Asset Management Rules, anddata and paper documents are retained for a specified period of time in accordance with relevant laws andregulations.

Information Asset Categorization
Important information assets categorized as strictly confidential or internal use only, whether recorded on paper, indigital form, or using other analog media, are managed
and utilized in accordance with the Information AssetManagement Rules, which stipulate procedures for theirappropriate handling, as well as detailed regulations forgeneral employees and information system managers thatspecify procedures and key points to be observed.
Information Security Management System
Implementing information
security management

Checking the statusof measures

Information Asset Categorization
Because the risk of information leaks cannot be completely
eliminated, Kanematsu has designated procedures for handling leaks of important information assets and other such
incidents. In the event of such an incident, the Internal
Control and Compliance Committee gathers information
and works with relevant departments to implement a
response.

Incident Response System• Developing rules• Technological measures

President & CEO

Report on ongoingpreventive measures

President & CEO
Internal Control
and Compliance
Committee

Report on
implementation
Departmental information
officers (COO and Chief
officers)
Internal Control
and Compliance
Committee

Check

Report oncomplianceDirect,inspect

Employees

Information Security
Officer (Chief Officerof IT Planning)
Promote,educateKanematsu’s Foundations

72

Bribery Prevention Initiatives
The Kanematsu Group Compliance Handbook lays out theGroup’s prohibitions on bribery and excessive gifts andentertainment for business partners, both in Japan and overseas, with a view to ensuring fair business activities.

The Kanematsu Group’s Value Creation* “Compliance Matter” means matters which may damage company property or reputation of Kanematsu Group through violation of laws andregulations, company regulations or general societal norms.

AuditorInternal Control and Compliance Committee

Compliance
The Internal Control and Compliance Committee provides
support and guidance to ensure that the Group maintains
proper compliance. As part of such efforts, the committee
has prepared the Kanematsu Group Compliance Handbook,which explains related measures with concrete examples
and clearly states that the Group rejects any and all ties with
antisocial forces. The Handbook has been made available
through the Company intranet to promote thorough awareness. The Handbook also clearly lays out the system of division and Group company compliance officers, rules forreporting Compliance Matters,* and the hotline systems for
directly reporting to and consulting with Internal Control
and Compliance Committee members or external counsel.
In addition to the Handbook, we are implementing
internal training to promote strict compliance, including theprevention of bribery and corruption. To educate employees
about harassment, we have prepared and circulate aHarassment Handbook that features concrete examples,
and we highlight examples of harassment as part of ourinternal compliance training. We also implement management training on handling reports and incidents of bullying
and harassment. Through these efforts, we are working tofurther instill and enhance compliance awareness on an
ongoing basis.
Furthermore, at meetings of Group company presidents, which bring together the top management ofKanematsu and its main subsidiaries and affiliates, participants discuss Groupwide issues and share information related to internal control, compliance, and risk management.
When a Compliance Matter occurs within the Group, it
is promptly reported to the Internal Control and Compliance
Committee, which provides opinions and directions regarding the matter as necessary. The compliance officer of thedivision or Group company where the matter occurred thentakes corrective action and implements measures to prevent
recurrences, respecting the committee’s opinions and directions to the greatest extent possible.

Support and Direction

The Origins of Value Creation

To provide systems for ensuring appropriate business operations as stipulated in the Companies Act and the Regulations
for Enforcement of the Companies Act, Kanematsu has
adopted the “Basic Policy on the Establishment of Internal
Control Systems” by resolution of the Board of Directors(established May 1, 2006, last amended June 24, 2022). The
Company maintains and operates an internal control system
in accordance with this basic policy.
In addition, in line with internal control reporting systems defined in the Financial Instruments and Exchange
Law, we have established the “Kanematsu Group’s Internal
Control Overall Policy”. The effectiveness of internal control

Board of Directors

ReportPropose,reportInformation
System Manager(General Manager,
IT Planning Department)

Information Security Officer(Chief Officer of IT Planning)

Report on
progress

Direct on
response

Report on incident detection
Information System Manager(General Manager,
IT Planning Department)

Report on incident detection
Departmental
information officers

Report on
incident detection

Report on incident detection
Employees
Inquire about failures, etc.

IT Planning Department

KANEMATSU Integrated Report 2023

73

Kanematsu’s Foundations

Risk Management System

Decision-Making Process

The Kanematsu Group has established the following framework for managing risks by risk category. Specific risk
countermeasures are disclosed in the notice of the Ordinary General Meeting of Shareholders and in the annual
Securities Report (in Japanese).
Risk Management System (Japanese)

Application

Market risk

Subcategory

Carefully deliberating each investment, we employ the insight and experience of the support divisions at every
step from initial consideration to execution. Depending on the size of the investment, particular deliberative
bodies select and decide on projects.

Department responsible
Business Accounting
Department

Exchange rate risk

The risk of incurring losses on transactions denominated in foreign currencies due to exchange rate fluctuations

Finance Department

Interest rate risk

The risk of incurring losses due to interest rate fluctuations

Finance Department

Transactional credit
riskCountry risk
Legal risk

Environmental risk
Operational risk
Operation risk

Compliance risk

Consideration of Sustainability and Issues of High Materiality
The importance of sustainability and ESG management is growing worldwide. In light of this and aiming to help
achieve the Sustainable Development Goals (SDGs), the Kanematsu Group has, since April 2020, included its
approach to sustainability and issues of high materiality as factors for consideration in its deliberations and decision making regarding all investments as well as important contracts and the acquisition of important assets.

Business Investment Process Support System• PMI support• Monitoring• Directions and criteria
for the project

Corporate Planning
Department(Leader)Business
division(Officer incharge)Accounting Department

Investee74

KANEMATSU Integrated Report 2023

Finance Department

Dispatch
staff

The Kanematsu Group works to enhance its system forongoing post-merger integration (PMI) to ensure thatinvestees are appropriately managed as members of theGroup and maximize their enterprise value. Specifically, thequalitative standards of the investment guidelines applied
when making an investment include provisions for clarifying the officer at Kanematsu responsible for PMI and dispatching a representative from Kanematsu who is highly
knowledgeable about the investee’s business. This isintended to promote close collaboration with Kanematsu’s
support divisions, which offer sophisticated expertise, andthereby make maximum use of the Company’s functions.

Monitoring and Asset Replacement
Credit Control Department
External expert

Other support divisions

Business Investment Process
The Kanematsu Group does not pursue investment to secure short-term gains, rather, it does so with the generalassumption that investments will be held long-term. After executing an investment, we make full use of theGroup’s functions to maximize the enterprise value of the investee, increase trading revenue, and improveconsolidated earnings.
In addition, in order to grow business revenue and ensure prompt withdrawal from inefficient investments, we
conduct thorough periodic reviews and monitor investees, evaluating them both qualitatively (the purpose ofholding the investment) and quantitatively (related revenue, dividend income, and other returns, etc.) todetermine whether each investment justifies the Company’s cost of capital.

Legal andCompliance Department

Post-Merger Integration Promotion System

At their monthly information sharing meetings, the support
divisions share information about everything from preapproval investment planning to post-investment monitoring, progress, and items of concern. This information is also
reported to members of the Management Committee.
When a problem arises in business implementation
following an investment, the support divisions issue directions for improvement to the relevant business divisions
and report on related measures and plans to Kanematsu’s
deliberative bodies as necessary.
Based on monitoring, we advance the replacement of
low-efficiency assets and businesses when they meet ourexit criteria or their strategic purpose in the portfolio has
diminished.

Kanematsu’s Foundations

Information security
risk• The risk of incurring losses in investment transactions of marketable securities due to stock market
Credit Control
fluctuations, etc.
Department• The risk of incurring losses due to inability to liquidate investments• The risk of incurring losses due to fluctuations in the value of business investments made to further develop
existing businesses or expand business areas attributable to market risks or investees’ financial condition or
Corporate Planningbusiness success or failure
Department• The risk of incurring losses due to inability to develop businesses as planned or withdraw because of local laws
or relationships with partners, etc.
• The risk of incurring losses due to late repayments or defaults on credit extended by the Group, such asaccounts receivable, advance payments, loans, and guarantees, because of deterioration in the financial
Credit Control
standing of trading partners, etc.
• The risk of being forced to honor obligations and thereby incur a monetary loss due to a trade partner’s default Department
on its obligation or contract in the course of forming and carrying out commodity supply agreements,
subcontract agreements, or other agreements
The risk of incurring losses in overseas transactions, investments, and loans due to the suspension of foreign
Credit Control
payments because of political and economic conditions in the relevant country, etc.
Department
The risk of incurring additional costs or other losses due to changes in laws and regulations or differences in the Legal and Compliancerecognition or interpretation of contracts with business partners
Department• The risk of negative effects on corporate activities due to information, either in tangible or intangible form, not IT Planning Department(General Affairs
being properly stored or preserved
Department)• The risk of incurring damages due to the leaking of confidential or personal information
The risk of incurring business disadvantage due to being avoided by business partners or society as a result ofGeneral Affairs
actions that are detrimental to the environment
Department
The risk of incurring losses due to designated business processes not being carried out or being overlooked
Support divisions
despite having in place internal rules and regulations governing corporate activities
Legal and ComplianceDepartment
The risk of incurring tangible or intangible losses due to the occurrence of legal or regulatory violations or(Logistics and Insurance
wrongdoing as a result of such issues being overlooked despite having in place preventive countermeasures
Dept, Food Safety
Management Office)p15

The Kanematsu Group’s Value Creation

Credit risk

Definition

Commodity risk

Business investment
risk

Business investment process details

approval request system based on the Rules on Delegationof Authority for making judgments and decisions aboutbusiness risks. The Project Deliberation Committee evaluates
important investments and loans, including their execution,
continuance, and withdrawal, based on the comprehensive
examination of relevant risks, aiming to minimize theGroup’s losses and promote sound business growth.

The risk of incurring losses on trading of commodities and other goods in Japan or overseas due to severe
fluctuations in commodities markets or declining demand as a result of changes in market conditions, pricereductions due to competition, obsolescence due to technological innovation, etc.

Investment risk

Investment

Decision

The Origins of Value Creation

Category

Project Deliberation
Committee

https://www.kanematsu.co.jp/ir/library/yuho.html

Business Risk Categories, Definitions, and Departments Responsible
The Risk Management Guidelines categorize and define theKanematsu Group’s business risks and specify the primarydepartment responsible for the management of each. The
designated departments regularly take steps to identify specific risks, understand the mechanisms of risk realization, frequency, and impact, formulate responses for when risks are
realized, and gather information to detect signs of risks.
The Kanematsu Group has established an internal

Support divisions

Groupwide Activities
Group company presidents meet twice a year and as necessary to share information on Groupwide businessactivities. These meetings are aimed at ensuring mutual understanding and awareness with regard to corporate
governance issues.

KANEMATSU Integrated Report 2023

75

Kanematsu’s Foundations

Corporate Officers(As of June 27, 2023)

Directors and Audit & Supervisory Board Members

Yoshiya Miyabe

Tetsuro Tsutano

Shuji Masutani

ChairmanPresident & CEO

Director

Director

Shares held: 38,600

Shares held: 26,100

Shares held: 25,600

Shares held: 4,000

1981 Joined Kanematsu-Gosho Ltd.
2015 Director, Senior Managing Executive Officer
2017 President
2021 Chairman (incumbent)

1983 Joined Kanematsu-Gosho Ltd.
2018 Director, Senior Managing Executive Officer
2021 President (incumbent)

1992 Joined Kanematsu Corporation2017 Director, Executive Officer
2018 Director, Senior Executive Officer(incumbent)

1990 Joined Kanematsu Corporation
2021 Executive Officer
2022 Director, Executive Officer (incumbent)

Kazuhiro Tanaka

Hiroyuki Sasa

Director (Outside)

Director (Outside)

Director (Outside)

Shares held: 0

Shares held: 0

Shares held: 0

1998 President and CEO, Basic Inc. (incumbent)
2012 Representative Director, Knowledge
Management Lab (incumbent)
2018 Outside Director & Member of the Audit
and Supervisory Committee, Sanyo Homes
Corporation (incumbent)
2019 Outside Director, Kanematsu Corporation(incumbent)
2021 Professor, School of Professional Education,
The Graduate School of Information &Communication (now the Graduate Schoolof Social Design) (incumbent)

2010 Professor, Graduate School of Commerceand Management, Hitotsubashi University
2018 Professor, Graduate School of Business
Administration, Hitotsubashi University(incumbent)
2019 Dean, Graduate School of Business
Administration and Faculty of Commerceand Management, Hitotsubashi University
2020 Outside Director, Kanematsu Corporation(incumbent)

2012 Director, Representative Executive Officer,
President, Olympus Corporation
2019 Director, Olympus Corporation
2020 Outside Director, Kyosan Electric
Manufacturing Co., Ltd. (incumbent)
2022 Outside Director, Kanematsu Corporation(incumbent)

Yoshio Tajima

Yusaku Kurahashi

Nobuko Inaba

Audit & Supervisory Board
Member (full-time)

Audit & Supervisory Board
Member (full-time)

Audit & Supervisory Board
Member (Outside)

Audit & Supervisory Board
Member (Outside)

Shares held: 5,400

Shares held: 600

Shares held: 0

Shares held: 01976 Joined Kanematsu-Gosho Ltd.
2014 Senior Managing Director, KanematsuNNK Corporation (now Kanematsu
Sustech Corporation)2020 Audit & Supervisory Board Member,
Kanematsu Corporation (incumbent)

1984 Joined Kanematsu-Gosho Ltd.
2014 Director, Kanematsu Communications Ltd.
2016 Managing Director, Kanematsu
Communications Ltd.
2017 Director, Managing Executive Officer,
Kanematsu Communications Ltd.
2023 Audit & Supervisory Board Member,
Kanematsu Corporation (incumbent)

2007 Registered as attorney at law and joined
Nakamura, Tsunoda & Matsumoto2015 Partner of Nakamura, Tsunoda & Matsumoto(incumbent)
2019 Audit & Supervisory Board Member,
Kanematsu Corporation (incumbent)
2020 Outside Director (Audit & Supervisory
Committee Member), UNITED ARROWS LTD.
(incumbent)
2023 Opened Kurahashi Law Office
Representative Partner, Kurahashi Law Office(incumbent)

2005 President, Inaba C.P.A. Office(incumbent)
2007 Representative Director, PAS
Corporation (now Hayabusa
Consulting Corporation) (incumbent)
2014 Outside Audit & Supervisory Board
Member, Tokyo TY Financial Group,
Inc (now Tokyo Kiraboshi Financial
Group, Inc.) (incumbent)
2019 Outside Corporate Auditor, DeNA
Co., Ltd. (incumbent)
2021 Audit & Supervisory Board Member,
Kanematsu Corporation (incumbent)
Senior Partner, Yasumori Audit
Corporation (incumbent)

KANEMATSU Integrated Report 2023

Eiji Kan

Masahiro Harada

Senior Managing
Executive Officer

Senior Managing
Executive Officer

Managing Executive
Officer

Chief Officer, Credit Control,
Legal and Compliance

COO Steel, Materials & Plant,
Green Transformation
Committee Chair
General Manager, Osaka
Branch; General Manager,
Nagoya Branch

COO Electronics & Devices,
Digital Transformation
Committee Chair

Tetsuro Tsutano

Ryoichi Kidokoro

Hiroshi Yamashina

Senior Executive Officer

Senior Executive Officer

Senior Executive Officer

Chief Officer, Corporate
Planning, IT Planning,Technologies and Business
Collaboration

COO Motor Vehicles &Aerospace

Chief Officer, Human Resources,
General Affairs, Logistics &Insurance

Osamu Iwata

Yoichiro Muramatsu

Jun Nakajima

Toru Hashimoto

Koichi Nishimura

Executive Officer

Executive Officer

Executive Officer

Executive Officer

Executive Officer

Chief Officer, Steel,Materials & Plant

President, Kanematsu GmbH;
President, Kanematsu Europe
PLC; General Manager, Milano
Office; General Manager, The
Representative of KanematsuGmbH Budapest

COO Grain, Oilseeds &Feedstuff

COO Meat Products

COO Foods

Akihiro Fujita

Kaori Kusuda

Shuji Masutani

Executive Officer

Executive Officer

Executive Officer

President, Kanematsu USA
Inc.; General Manager,
Chicago Head Office

Chief Officer, Internal
Auditing Dept.; General
Manager, Internal Auditing
Dept.

Chief Officer, Finance,
Accounting, BusinessAccounting

KANEMATSU Integrated Report 2023

Kanematsu’s Foundations

Motohisa Hirai

Toshihide Motoshita

President & CEO

The Kanematsu Group’s Value Creation

Yuko Tahara

Yoshiya Miyabe

The Origins of Value Creation

Kaoru Tanigawa

1 Ms. Yuko Tahara, Mr. Kazuhiro Tanaka and Mr. Hiroyuki Sasa are outside directors.
2 Mr. Yusaku Kurahashi and Ms. Nobuko Inaba are outside Audit & Supervisory Board members.
3 Ms. Yuko Tahara, Mr. Kazuhiro Tanaka, Mr. Hiroyuki Sasa, Mr. Yusaku Kurahashi, and Ms. Nobuko Inaba are
independent officers, as defined by the Tokyo Stock Exchange.

76

Executive Officers

77