Corporate Governance
1. Overview of corporate governance
Basic views on corporate governance
The Company promotes the maximization of corporate value and shareholder value through the establishmentof a structure that enables the maximum creation of new value through effective utilization of the Group’s
management resources and know-how and by integrating the Group’s store deployment capabilities andbusiness model development capabilities. We aim to establish our position of the “Top Excellent Leading
Company in the Japanese restaurant industry” and to meet the heartfelt expectations of our diverse customers.
(1) Corporate governance structure and reason for adopting such structure
A. Overview of the corporate governance structure• Board of Directors
The Board of Directors is comprised of, as of the filing date, a total of nine (9) members including theChairman and Members listed below (excluding Directors who are Audit and Supervisory Committee
Members). In addition to meeting monthly, the Board of Directors meets when required so that itdeliberates and decides on the execution of important business, has ample discussion and timely
decision-making, and be a forum for supervising the execution of duties by each director.
Chairman:

Hirofumi Obayashi, Representative Director and Chairman

Members:

Masanori Hoshino, Representative Director and President; Motoya Takebayashi,Managing Director; Yasuyuki Tenma, Director; Tomoyo Goda, Director; Kazuhiro
Sekine, Director; Kazushige Enoki, Director; Tadashi Miyajima, Director; and Akiko
Iwata, Outside Director• Management Committee
The Management Committee meets monthly to deliberate and decide on important matters concerning
the execution of business, and to preliminary review matters to be delivered to the Board of Directors.
The Management Committee discusses important matters concerning the business performance of theCompany and the Group, aimed at optimizing the execution of budgets and swifter decision-making.
The Management Committee is chaired by Masanori Hoshino, Representative Director and President
and includes inside Directors and persons in position of Managing Executive Officer and above.
• Audit and Supervisory Committee
The Audit and Supervisory Committee is comprised of a total of three (3) persons including theChairman and Members listed below. We established the Audit and Supervisory Committee in order tostrengthen the collection of the information and improve the effectiveness of the audit. The Audit andSupervisory Committee, in principle, meets monthly to decide the audit policy and audit plan, andreport on the status of the execution of duties of each Audit and Supervisory Committee Member.
Audit and Supervisory Committee Members share information among them at Audit and Supervisory
Committee meetings, etc. and strengthen the oversight of management. We also strengthen the functionof the Audit and Supervisory Committee and by enhancing cooperation between the internal audit
office and Audit and Supervisory Committee through measures such as that Audit and Supervisory
Committee receives reports from Audit & Supervisory Board Members of subsidiaries and the internal
audit office, and issues instructions as necessary.
Chairman:

Masaharu Kohno, Outside Director

Members:

Hiroshi Asai, Outside Director; and Seizo Matsumoto, Outside Director• Nomination Committee and Remuneration Committee
Nomination Committee and Remuneration Committee are comprised of the Chairmen and Members
listed below. They are committees established to acquire appropriate contribution and advice fromindependent Outside Directors with the aim of strengthening independence, objectivity andaccountability of the Board of Directors in relation to the nominations and remuneration of Executive
Management and Directors.
Nomination Committee
Chairman:

Masaharu Kohno, Outside Director (Audit and Supervisory Committee Member)-1-Members:

Hiroshi Asai, Outside Director (Audit and Supervisory Committee Member); Seizo
Matsumoto, Outside Director (Audit and Supervisory Committee Member); Hirofumi
Obayashi, Representative Director and Chairman; and Masanori Hoshino, Representative
Director and President

Remuneration Committee
Chairman:

Masaharu Kohno, Outside Director (Audit and Supervisory Committee Member)

Members:

Hiroshi Asai, Outside Director (Audit and Supervisory Committee Member); Seizo
Matsumoto, Outside Director (Audit and Supervisory Committee Member); Hirofumi
Obayashi, Representative Director and Chairman, and Masanori Hoshino, Representative
Director and President

B. Reason for adopting such structure
The Group structure is of business companies that develop the business under a holding company. TheCompany, which is the holding company, is at the core of the Group’s unified governance. TheCompany plans, operates and manages for the optimization of the Group as a whole and controls themanagement of the Group as a whole, thus striving to maximize the corporate value for all
stakeholders, including shareholders.
To further strengthen the corporate governance at the Company, we have introduced an outside director
system and have also made Directors’ terms of office one year. As of the filing date of the Annual
Securities Report, the Board of Directors (excluding Directors who are Audit and Supervisory
Committee Members) is comprised of a total of nine (9) members including one (1) Outside Director. It
strives to demonstrate an appropriate supervisory function in relation to the execution of business while
maintaining and improving management efficiencies. The Audit and Supervisory Committee iscomprised of a total of three (3) Outside Directors. It oversees management and strives to enhance itssoundness.
An overview of the Company’s corporate governance structure as of the filing date is provided in thefollowing diagram.

C. Status of Board of Directors’ Activities• Status of attendance
During the fiscal year under review, the Company convened 17 meetings of the Board of Directors, andthe status of attendance by each Director is as follows.

-2-Position

Name

Status of attendance

Representative Director and Chairman
Hirofumi Obayashi(Chairman)

17/17 (100%)

Representative Director and President Masanori Hoshino

17/17 (100%)

Managing Director

Motoya Takebayashi

17/17 (100%)

Managing Director

Yasuyuki Tenma

17/17 (100%)

Director

Masahiro Kanno

4/4 (100%)(retired in May 2023)

Director

Tomoyo Goda

17/17 (100%)

Director

Kazuhiro Sekine

17/17 (100%)

Director

Kazushige Enoki

13/13 (100%)(appointed in May 2023)

Outside Director

Masaharu Kohno

16/17 (94%)

Outside Director

Azuma Ohtsuka

9/17 (53%)• Specifics of content examined by the Board of Directors
The Board of Directors deliberates and passes resolution on important matters of management, such asmanagement policy and investment plans, and in addition, it hears reports on the status of execution ofmedium- and long-term strategies for domestic and overseas business operations, and on issues
regarding the management foundation such as sustainability management, and considers anddeliberates on matters for strengthening the supervisory function of management. The specific mattersthat were considered are provided below.
• Medium-term growth strategy based on the Company’s medium- and long-term vision• Shareholder return measure such as treasury share purchases and dividends, capital measures andfinancing plans• Appointment of key personnel such as executive officers based on deliberations on the candidatesfor Director (including Director who is an Audit and Supervisory Committee Member) conducted bythe Nomination Committee• Important issues concerning sustainability management and status of progress of key themes

D. Status of Nomination Committee’s and Remuneration Committee’s Activities• Status of attendance
During the fiscal year under review, the Company convened one meeting of the Nomination Committee
and three meetings of the Remuneration Committee, and the status of attendance by each Director is asfollows.
Attendance at NominationCommittee meetings

Attendance at Remuneration
Committee meetings

Masaharu Kohno

1/1 (100%)

3/3 (100%)

Outside Director

Azuma Ohtsuka

0/1 (–%)

2/3 (67%)

Outside Director(Audit and Supervisory
Committee Member)

Hiroshi Asai

1/1 (100%)

3/3 (100%)

Outside Director(Audit and Supervisory
Committee Member)

Seizo Matsumoto

1/1 (100%)

3/3 (100%)

Representative Director andHirofumi Obayashi
Chairman

1/1 (100%)

3/3 (100%)

Representative Director andMasanori Hoshino
President

1/1 (100%)

3/3 (100%)

PositionName

Outside Director-3-• Key matters reported and deliberated onIn terms of matters considered, at the Nomination Committee, deliberation was conducted on the new
candidates for Director (including Director who is an Audit and Supervisory Committee Member) andthe election and dismissal of Executive Officers. Furthermore, at the Remuneration Committee,
deliberation was conducted on the method of calculating officer remuneration that is more linked to theoverall company performance and the remuneration amounts for individual officers.

-4-2. Status of audit(1) Status of audit by Audit and Supervisory Committee
A. Organizational structure and personnel
In line with the Audit and Supervisory Committee Rules, the Company’s Audit and Supervisory
Committee comprises three (3) part-time Audit and Supervisory Committee Members (independentOutside Directors).
Masaharu Kohno, an Outside Director who is an Audit and Supervisory Committee Member, has
extensive experiences as diplomat, and a wide range of professional knowledge about international
affairs and has broad insight that qualifies him to accurately audit the lawfulness and suitability of theexecution of the Company’s business operations in future.
Hiroshi Asai, an Outside Director who is an Audit and Supervisory Committee Member, has served in asuccession of important posts in various areas in the Ministry of Transport (currently the Ministry ofLand, Infrastructure, Transport and Tourism). He also has abundant experience as a corporate manager
and has broad insight that qualifies him to accurately audit the lawfulness and suitability of theexecution of the Company’s business operations in future.
Seizo Matsumoto, an Outside Director who is an Audit and Supervisory Committee Member, has
accumulated years of experience through working for the Ministry of Health, Labour and Welfare andthe Ministry of the Environment. He possesses knowledge on labor issues, environmental issues, andSDGs issues and has broad insight that qualifies him to accurately audit the lawfulness and suitabilityof the execution of the Company’s business operations in future.
In addition, one staff member has been concurrently assigned to the Audit and Supervisory Committee
as an employee to assist with the duties of the Audit and Supervisory Committee.
The audit by the Audit and Supervisory Committee constituted the formulation of the audit plan and themain audit items in compliance with the rules of audits by the Audit and Supervisory Committee,
attendance at important meetings such as the Board of Directors, confirmation of the status ofexecution of duties by Directors and employees, etc., the review of important decision-making
documents, etc., the investigation of the status of operations and assets of the Company and its
subsidiaries, and the confirmation of the status of construction and operation of the Group’s internalcontrol systems.
In addition, Audit and Supervisory Committee Members assess the appropriateness and reliability ofthe execution of duties by the Accounting Auditor while holding frequent meetings for exchange ofinformation in addition to reports on the audit results with the Accounting Auditor, as well as holdfrequent meetings for exchange of information in addition to reports at regular Audit and Supervisory
Committee meetings with the internal audit office, to deepen the collaboration between the Accounting
Auditor and the internal audit office
B. Status of Audit and Supervisory Committee’s Activities
The Company, in principle, convenes meetings of the Audit and Supervisory Committee monthly, andthe status of attendance by each Audit and Supervisory Committee Member is as follows.
Position

Name

Number of Meetings Attended/ Meetings Held(Attendance Rate)
Audit and SupervisoryCommittee

Board of Directors

Director and Audit andSupervisory Committee Member Kunio Hashimoto(full-time)

12/12 (100%)

17/17 (100%)

Director and Audit andSupervisory Committee Member Hiroshi Asai
(part-time, outside)

11/12 (92%)

16/17 (94%)

Director and Audit andSupervisory Committee Member Seizo Matsumoto(part-time, outside)

11/12 (92%)

15/17 (88%)-5-[Main items shared and matters considered]
••
•
•
••

Audit policy, key audit items, audit plans and allocation of audit duties
The Audit and Supervisory Committee’s audit report
Status of the execution of duties by Audit and Supervisory Committee Members (Monthly)
Audit policy, audit plans and audit status of key domestic Group companies
Reports from the internal audit office and Audit & Supervisory Board Members of subsidiaries
Evaluation and selection of Accounting Auditor (non-reappointment, appointment)[Main activities of Directors and Audit and Supervisory Committee Members]• Attendance at the Board of Directors meetings and meetings of each Committee, auditing themanagement of proceedings and details of resolutions, etc. and expressing opinions as necessary(Cooperation and information gathering with each department)• Together with having timely exchange of opinions with Representative Directors, convene meetingsfor exchange of opinions at the end of the fiscal year
• Exchange opinions with Directors, as well as audit and interview responsible General Managers• Receive monthly written reports from the internal audit office and exchange opinions as necessary,receive a briefing on the internal audit plans, audit structure and audit results, and express opinions
as necessary.
• Receive an explanation and reports from, and exchange opinions with the Accounting Auditor
concerning the audit plans, the results of the audit and quarterly review, and the results of theinternal control audit (J-SOX), etc.
• Inspect important documents: Inspect documents and minutes, etc. for important meetings• Attend important meetings and briefings, etc. of key domestic subsidiaries• Audit and interview senior management of Group companies in Japan and overseas, and express
opinions
3. Officer remuneration
A. The policy and process for determining the policy on determination of the amount and calculation
method of officer remuneration
The Company has determined the policy on determination of the amount and calculation method ofofficer remuneration. For the remuneration of Directors (excluding Directors who are Audit andSupervisory Committee Members), the Company determines the amount of remuneration for eachindividual within the limit set for the total amount by resolution of the General Meeting ofShareholders. The amount of remuneration for each individual is determined upon consideration of theearnings trends, etc. and the evaluation of contribution to performance and management, taking accountof whether or not the officer has representative authority, the officer’s position, and scope of the roleand responsibilities, and whether the position is full-time or not. The Board of Directors has entrusted
the process for determination to the remuneration committee and the remuneration committee
determines the amount of remuneration for each individual upon consideration of factors including
comparison with general market levels and remuneration scales.
For the remuneration of Directors who are Audit and Supervisory Committee Members, theremuneration for each individual is determined through deliberation by the Audit and Supervisory
Committee Members within the limit set for the total amount by resolution of the General Meeting ofShareholders.
The limit on remuneration of officers was approved at the 15th Annual General Meeting ofShareholders held on May 25, 2022. The approval is for a limit on the total remuneration per year forDirectors (excluding Directors who are Audit and Supervisory Committee Members) of not more than¥360 million and for Directors who are Audit and Supervisory Committee Members of not more than¥120 million.
In addition, a restricted Stock Compensation plan was introduced at the 13th Annual General Meetingof Shareholders held on May 26, 2020 for the purpose of creating incentive for Directors to sustainably
increase the Company’s corporate value and to further enhance the alignment of interests withshareholders. The remuneration under this plan was separate from the aforementioned remuneration forDirectors of ¥360 million and the total amount of monetary receivables to grant restricted stock toDirectors was set at not more than ¥200 million per year.

-6-The fixed remuneration of Directors is determined by Representative Director and President Masanori
Hoshino, who has been delegated by resolution of the Board of Directors, within the limit of the total
amount of remuneration approved at the General Meeting of Shareholders, taking account of elements
including each Director’s duties, level of contribution as well as status of execution, the Company’sperformance and the state of the economy. The Board of Directors activities in the process fordetermination of the amount of remuneration for the Company’s officers for the fiscal year underreview was based on a resolution at the Board of Directors held on May 26, 2020 of delegation to theRepresentative Director and President.
For performance-linked remuneration (Bonuses), the General Meeting of Shareholders approves themonetary remuneration that reflects performance indicators to heighten the awareness of increasing
performance each fiscal year and the amount calculated with comprehensive consideration given toelements such as the level of achievement of the target consolidated operating profit each year. As aresult of comprehensive consideration of the above processes there was no performance-linked
remuneration (Bonuses) for the fiscal year under review.
For restricted Stock Compensation, the number of shares is calculated from the amount calculated withcomprehensive consideration given to standards such as the level of achievement of the target operating
profit for each business company and determined by the Board of Directors with the appropriate
involvement and recommendation of the remuneration committee.
The Company judges that it is appropriate to link performance and remuneration, etc. of Executive
Directors by setting performance-linked remuneration as remuneration of Directors. In addition,consolidated operating profit is used as an indicator to measure this performance, and such indicator isused because the Company’s view is that Executive Directors of the Company are responsible forincreasing the Group’s overall performance and it is appropriate to evaluate with consolidatedperformance. Note there was a consolidated operating profit of ¥7,322 million (Target: Achievedbudget) in the fiscal year under review.
B. Total amount of remuneration, etc. by officer category, total amount by type of remuneration, etc. andnumber of eligible officers

Category

Total amountofremuneration,etc. (millionyen)

Total amount by type of remuneration, etc.
(million yen)Baseremuneration

Performancelinked
remuneration

Restricted
Stock
Compensation

Number ofeligibleofficers

Directors(excluding Audit andSupervisory Committee
Members)

265

198

4026

10

(of which, Outside Directors)

(10)

(9)

(1)

–

(2)

Directors (Audit andSupervisory CommitteeMembers)

22

22––

3(of which, Outside Directors)

(9)

(9)

––

(2)

Total

288

221

4026

13

(of which, Outside OfficersTotal)

(20)

(19)

(1)

–

(4)

C. Total amount of consolidated remuneration, etc. for each officer of the filing company
Not listed since no individual is paid total remuneration, etc. in excess of ¥100 million.

-7-