Corporate GovernanceTokyo Gas works to ensure continued development while consistently earning the trust of customers, shareholders, and society.
Based on this philosophy, we aim to achieve a continuous increase in our corporate value through enhancing corporate
governance systems. We are endeavoring to develop systems with a commitment to management legality, soundness, andtransparency. Tokyo Gas continues to emphasize the importance of accurate and prompt decision making, efficient business
operations, strengthening of auditing and monitoring functions, and clarification of management and executive responsibilities.

Board of Directors
In principle, the Board of Directors meets once a month todiscuss and decide important matters regarding business
operations. Directors must submit reports to the Board of
Directors regarding the status of execution of their duties
periodically and when deemed necessary, allowing the board
to monitor the performance of directors.
The Board of Directors comprises 11 directors, 3 of whom areoutside directors. In addition, the term of directors is set at one
year with the goal of further clarifying managerial responsibility.

Reasons for selecting Outside Directors
Name

Reason for selecting

Akihiko Ide

The company’s management will benefit from Akihiko
Ide’s cosmopolitan outlook he has acquired in overseas
businesses in the general materials industry, particularly
in Asia, as well as the strong management capabilities
and deep insight he has acquired through a wide range ofbusiness development in resource business and others.
The company’s management will benefit from Yoshinori

Yoshinori Katori Katori’s cosmopolitan and broad outlook as well as the deep
insight he has acquired over his many years as a diplomat.

Chika Igarashi

The company’s management will benefit from Chika
Igarashi’s advanced legal expertise, broad perspective,and deep insight she has acquired over her many years incorporate legal affairs.

Outside Directors
In accordance with their individual experience and knowledge,
the outside directors strive to secure the soundness andappropriateness of deliberations and decisions regarding
business execution. From an independent viewpoint, theoutside directors monitor the performance of duties by the
directors and exercise their authority at meetings of the Boardof Directors. In this way, the outside directors contribute to theimprovement of the rationality and objectivity of the company’sbusiness execution and of the deliberations and decisions of
the Board of Directors.
In making judgments about matters related to the
independence of outside officers, such as capital,transactions, and relationships, we comprehensively verify
that they are unlikely to have conflicts of interest with generalshareholders and they are in a position that enables them tobe objective and neutral, and on that basis we make a
judgment on their independence. (The company discloses the
Independence Standards for Outside Directors on its website:
http://www.tokyo-gas.co.jp/IR/english/gvnnc/pdf/
independence.pdf) The Advisory Committee has confirmedthat none of the outside officers has a material conflict ofinterest with the company—in regard to capital, transactions,or relationships—and has confirmed their independence inaccordance with the above standards. The committee’s
decision has been reported to the Board of Directors, which
has designated them as independent officers and reported
that designation to the stock exchanges on which thecompany is listed.

Realizing Accurate, Rapid Decision Making andEfficient Business Execution
The Corporate Executive Committee, which meets weekly asa general rule, deliberates on provisions stemming from
Board of Directors’ resolutions and important management-

TOKYO GAS ANNUAL REPORT 201635

Progress in GovernanceOutside Directors: 2

2002(Inside Directors: 9)

Outside Audit & Supervisory
Board Members: 2(Inside Audit & Supervisory Board
Members: 3)

Outside Directors: 3

2006(Inside Directors: 9)

Outside Audit & Supervisory
Board Members: 3(Inside Audit & Supervisory Board
Members: 2)

Outside Directors: 3

2016(Inside Directors: 8)

Outside Audit & Supervisory
Board Members: 3(Inside Audit & Supervisory Board
Members: 2)

related issues. The company has introduced an executive
officer system for business execution in accordance withdecisions of the Board of Directors.
Substantial authority has been delegated to executive officers
in their designated areas of responsibility, while directors, as
appropriate, receive reports on the status of execution fromexecutive officers and monitor the executive officers. In
addition, executive officers report to the Board of Directors
as needed. (To clarify management responsibility andexecutive responsibility, the terms of office of directors andexecutive officers have been fixed at one year.)Corporate GovernanceCorporate Governance System

Customers

Local Communities

Shareholders / Investors

General Shareholders’ Meeting

Appointment

ReportAppointment

Appointment

Report and proposal

ReportBoard of Directors1
Inquiry

Audit,
etc.

MonitorCollaboration

Collaboration

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

Internal Audit Department

Collaboration

Audit & Supervisory Board3

Independent Auditors

AnswerAdvisory Committee2

Report and proposal

Management Ethics Committee

President (Corporate Executive Committee4 )ReportApproval

Safety Committee

Deliberation
and report

Customer Satisfaction Promotion
Committee
Investment Evaluation Committee
Environmental Committee

Settlement andmonitorCorporate Communications Promotion
Committee

Report submission

Risk Management Committee
Other In-House Committees

Audit

Add to agenda
and report

Business Departments / Subsidiaries and Affiliates
Decision and monitoring

1 Board of Directors: 11 directors (3 outside directors and 8 internal directors), 5 Audit & Supervisory Board members (3 outside auditors and 2 internal auditors)
2 Advisory Committee: 3 representatives from outside directors and outside Audit & Supervisory Board members, Chairman (1), and President (1)3 Audit & Supervisory Board: 5 Audit & Supervisory Board members (3 outside auditors and 2 internal auditors)
4 Corporate Executive Committee: President, 2 Executive Vice Presidents, and 10 Senior Executive Officers (3 of the representative directors also serve as President and Executive Vice Presidents)

Overview of Corporate Governance System (As of June 29, 2016)
Number of directors
Average age of directors

11
61.7

Participation of outside directors in determination of
director candidates

Yes

Number of meetings of Board of Directors*

12

Number of outside directors

3

Attendance rate of outside directors at meetings ofBoard of Directors*

Number of Audit & Supervisory Board members

5

Term of office of directors

Number of outside Audit & Supervisory Board members

3

Results-linked remuneration

Yes

Number of independent officers

6

Share purchase system to reflect the perspective ofshareholders in management

Yes

Participation of outside directors / outside Audit &Supervisory Board members in determination of remuneration

91.7%
One yearYes* Total for the period from April 2015 to March 2016

Working to Promote Transparent Management and Create a Flexible and Open Corporate Culture
In fiscal 2002, the company established theManagement Ethics Committee, chaired by the
President. We also formed in-house committees toaddress issues that are important from amanagement perspective, such as compliance,

safety, customer satisfaction, and risk
management. This structure facilitates the sharing
of information within the group as well as
deliberations and adjustments regarding thegroup’s overall direction.

36

TOKYO GAS ANNUAL REPORT 2016

Audit & Supervisory Board Members
The Audit & Supervisory Board members meet once a month
as a general rule and otherwise as needed. The 5 membersof the board, which include 3 outside Audit & Supervisory
Board members, conduct deliberations and make reports.
In line with the Corporate Auditor’s Audit Standards, each
Audit & Supervisory Board member conducts effective audits
through the following principal initiatives.
The Audit & Supervisory Board members attend meetings of theBoard of Directors, the Corporate Executive Committee, and otherimportant meetings. They state their opinions relating to legality andother perspectives when necessary.
The Audit & Supervisory Board members conduct research into thestate of operations at the head office, business offices, andsubsidiaries and hold discussions with directors to exchange
opinions, both on a regular basis and otherwise as needed.
In regard to the internal control system for financial reporting, theAudit & Supervisory Board members receive evaluations of internal
control and reports on the status of audits from the Board of
Directors, etc., and KPMG AZSA LLC.

Outside Audit & Supervisory Board Members
The outside Audit & Supervisory Board members conduct
audits monitoring from an independent viewpoint andcontribute to improving the rationality and objectivity of thecompany’s business execution and of the deliberations of theBoard of Directors through their statements at meetings ofthe Board of Directors. In addition, through their statements
and the exercise of their majority voting rights at meetings of
the Audit & Supervisory Board, the outside Audit &Supervisory Board members contribute to assuring andimproving the legality, appropriateness, rationality, andobjectivity of the audits by the Audit & Supervisory Board
members. In addition, with the objective of assuring theeffectiveness of audits by the Audit & Supervisory Board
members, the company invites outside Audit & Supervisory
Board members who have a substantial degree of knowledge
about finance and accounting.
In making judgments about matters related to the
independence of outside officers, such as capital,transactions, and relationships, we comprehensively verify
that they are unlikely to have conflicts of interest with generalshareholders and they are in a position that enables them tobe objective and neutral, and on that basis we make a
judgment on their independence. The Advisory Committee
has confirmed that none of the outside officers has a materialinterest with the company—in regard to capital, transactions,or relationships—and has confirmed their independence inaccordance with the above standards. The committee’s
decision has been reported to the Board of Directors, which
has designated them as independent officers and reported
that designation to the stock exchanges on which thecompany is listed.

Reasons for Selecting
Outside Audit & Supervisor Board Members
Major concurrent
positionsReason for selecting

Outside Director of
Kawasaki Heavy
Industries, Ltd.

The company’s auditing will benefit
from Yoshihiko Morita’s expansive
international way of thinking anddeep insight nurtured throughwork in the fields of international
finance and overseas economic
cooperation.

Kojiro Otani-

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

Wako Tojima-

The company’s auditing will benefit
from Wako Tojima’s wealth ofexpertise and deep insight as ascience journalist.

Name

Yoshihiko Morita

TOKYO GAS ANNUAL REPORT 201637

Corporate Governance

Officer Remuneration
In 2005, the company formulated the basic policy on officer remuneration, which outlines the method of remuneration for
directors, etc. At a meeting of the Board of Directors in February 2012, the policy was revised as follows.

1 Role of Officers and Remuneration(3) Remuneration of outside directors shall comprise monthly
remuneration and bonus. Monthly remuneration shallcomprise only fixed remuneration, while bonus shall be
the same as that of inside directors.

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

4 Composition and Other Details of Remuneration
Paid to Audit & Supervisory Board Members

2 Level of Remuneration
The level of officer remuneration shall be suitable for the role,
responsibility, and performance of the officer.

(1) Remuneration of Audit & Supervisory Board members
shall be paid within the scope of the remuneration limit
approved at the General Shareholders’ Meeting anddetermined through discussions among Audit &Supervisory Board members.
(2) Remuneration of Audit & Supervisory Board members
shall comprise only fixed monthly remuneration.

3 Composition and Other Details ofRemuneration Paid to Directors(1) Remuneration of directors shall be paid within the scopeof the remuneration limit approved at the General
Shareholders’ Meeting.
(2) Remuneration of inside directors shall comprise monthly
remuneration and bonus. Monthly remuneration shallcomprise fixed remuneration paid in accordance with thepost of each individual and performance-linked
remuneration. A portion of fixed remuneration shall beallocated to the purchase of shares based on a sharepurchase guideline and from the standpoints of reflecting
the perspectives of shareholders on management andimproving shareholder value over the long term. The
amount of performance-linked remuneration shall be
determined after evaluating company-wide performanceand performance of operating units from the standpointsof motivating Inside Directors to execute management
strategies and reflecting their performance clearly in theirremuneration. The amount of bonus to be paid shall be
determined in accordance with the post of each insidedirector after performance evaluation.

5 Assurance of Objectivity and Transparency of
the Remuneration System
The company shall assure the objectivity and transparency ofthe system of officer remuneration by establishing andoperating the Advisory Committee comprising a number ofoutside directors, outside Audit & Supervisory Board
members, and inside directors to govern the system of
personnel affairs and remuneration of officers.

Composition of Remuneration for Directors
Performance-linked
remuneration

Fixed remuneration* Monthly remuneration of outside directors are fixed remuneration only.

Total Remuneration for Directors and Audit & Supervisory Board Members (Fiscal 2015)
Type (Thousands of U.S. dollars*2)

Type (Millions of Yen)

Remuneration for directors(excluding outside directors)

Remuneration for Audit & Supervisory
Board members

Number of
officers*1

Total value of
remuneration

Base

Bonuses

Total value of
remuneration

Base

Bonuses

10

¥ 460

¥ 397

¥ 63

$ 4,107$ 3,545

$ 563

3

¥ 74

¥ 74

-

$ 661

$ 661

-

8

¥ 64

¥ 58

¥6

$ 571

$ 518

$ 54

(excluding outside Audit & Supervisory Board members)

Remuneration for outside officers(outside directors and outside Audit & Supervisory
Board members)*1 The number of officers included in the total value of remuneration for directors, Audit & Supervisory Board members, and outside officers includes four directors and one Audit & Supervisory Board
member (of which two were outside officers) who retired upon the conclusion of the 215th Annual Shareholders’ Meeting.
*2 Equivalent U.S. dollar amounts are included for the convenience of readers outside Japan and are converted at a rate of ¥112 per U.S. dollar, the prevailing exchange rate at the end of March 2016.
These conversions should not be construed as representations that the Japanese yen amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

38

TOKYO GAS ANNUAL REPORT 2016

Advisory Committee

Independent Auditors

In February 2005, we established the Advisory Committee toassure objectiveness and transparency in management. It
has been defined that this committee will have no more than
6 members consisting of no more than 3 representatives fromoutside of the company and no more than 3 internal
representatives, and that one of the outside representatives
will serve as the committee’s chairman.
Today, the Advisory Committee has 5 members: 3
representatives from the outside directors and outside Audit& Supervisory Board members as well as the Chairman and
the President. In accordance with inquiries from the Board of
Directors, the Advisory Committee deliberates on officer
candidates and officer remuneration in a fair and appropriatemanner and makes reports to the Board of Directors. The
committee also deliberates on the independence of outside
officer candidates.

The company has concluded an auditing contract with KPMG
AZSA LLC for auditing services based on the Companies Act
and auditing services based on the Financial Instruments andExchange Act, as well as internal control audits based on the
Financial Instruments and Exchange Act, and the company isbeing audited on that basis. The company’s audits arehandled by 3 certified public accountants: Teruhiko Tanaka,
Shuichi Ikeya, and Yoshihiro Uehara. For each of theseauditors, the number of consecutive years of auditing service
is seven years or less (as of June 29, 2016).

Internal Control System
To secure management legality, soundness, and transparency
and to realize its management philosophy, the company has
formulated the “Basic Policy on Development of Corporate
Structures and Systems for Ensuring Appropriateness of
Operations (Internal Control System) for the Tokyo Gas
Group,” and the company is applying this policy in an
appropriate manner.
Specifically, the company has established systems to ensurethat directors and their assistants perform their duties in amanner that is compliant to relevant laws and regulations, thearticles of incorporation, and other rules. In addition, crisis
management provisions have been formulated to limit losses
from risks related to investments and natural disasters. The
company also defines guidelines for ensuring the independenceof Audit & Supervisory Board members and guaranteeing theeffectiveness of the Audit & Supervisory Board.

TOKYO GAS ANNUAL REPORT 2016

39

Compensation for Independent Auditors (Fiscal 2015)
Millions of Thousands ofyen
U.S. dollars*Compensation for auditing services¥ 268$ 2,395

Compensation for non-auditing services

¥ 31

$

Total

¥ 299

$ 2,672277* Equivalent U.S. dollar amounts are included for the convenience of readers outside Japan, andare converted at a rate of ¥112 per U.S. dollar, the prevailing exchange rate at the end of March2016. These conversions should not be construed as representations that the Japanese yenamounts have been, could have been, or could in the future be, converted into U.S. dollars at
this or any other rate of exchange.

Compliance
Compliance Structure
The company has identified the following three points as its
basic policy and is promoting compliance on that basis.
Fostering of a compliance oriented mentality
Compliance efforts through coordination among divisions based on
the fundamental policy
Establishment of the compliance PDCA cycle

We have established the Management Ethics Committee,
chaired by the President. This committee discusses at the
management level basic compliance policies and all aspectsof compliance initiatives by the company, monitors theimplementation of compliance-related measures, andconfirms activity programs from the following year andthereafter. We have also established the ComplianceDepartment to support compliance-related activities for each
unit. These include development of compliance promotion
systems, encouragement awareness and educational
campaigns about the code of conduct, compliance risk
reduction measures, maintenance of advisory systems, andbroad-based distribution of information within and beyond
the Tokyo Gas Group companies. To cultivate anunderstanding of compliance, we promote a thoroughawareness of ongoing activities related to our code of
conduct. We are also moving forward with a compliancecasebook designed for applying the code of conduct tovarious problems in the workplace, so as to achieve thepermeation of compliance.

Corporate GovernanceCompliance Risk Management
Through the effective operation of internal and external
advisory systems, we are endeavoring to ensure thatcompliance-related problems are discovered and resolved
quickly so that our corporate self-regulatory processes willcontinue to function effectively. We monitor the effectivenessof Group compliance promotion activities by conducting
regular compliance awareness surveys of all employees. The
results of these surveys are reflected in initiatives for thefollowing years. The Compliance Audit Sect. of the Internal
Audit Department conducts audits of the company, its
subsidiaries, and its affiliates focusing on the probability thatrisks will materialize and their degree of importance from theviewpoint of strict compliance with laws, corporate ethics,
and social norms. When concerns are identified, the groupconducts follow-up audits in the following year to verify
progress in tackling those concerns.

Enterprise Risk Management (ERM) System
Securities Markets and Other Stakeholders
Disclosure of risk information through Securities
Report, Financial results, CSR report
Reflection of results of risk assessment

Corporate Executive Committee
Confirmation of major Group risks

Report / proposal for plan for assessment of majorGroup risks / other essential matters

Clear statement of risk
management policies

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

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

Business Departments / Subsidiaries and Affiliates

Risk Management System
Enterprise Risk Management System
In fiscal 2003, the company established an enterprise risk
management (ERM) system and drew up risk management
regulations, which include documented rules concerning
major risks faced by the group.
The Risk Management Committee was established in fiscal
2008 with the aim of tracking progress regarding theestablishment and the operational status of the ERM system
as well as improving the level of ERM. The committee
periodically undertakes risk assessments and checks on thestatus of the ERM system. It also reports to the Corporate
Executive Committee and obtains the necessary approvals.
Moreover, in fiscal 2011, the risk management function wasmade the responsibility of the Corporate Planning Department,
and there has been a framework in place for implementing
unified ERM in conjunction with operational management.
Under the framework, around 120 Risk Management
Promotion Officers are deployed in the business departmentsof Tokyo Gas and its subsidiaries and affiliates in order topromote ERM. Each year, we assess risks and theimplementation and improvement status of countermeasures.
This system facilitates the steady implementation of the ERMPDCA (Plan-Do-Check-Act) cycle.

Crisis Management System
Because the company provides public services that comprisea lifeline, for many years it has also had a crisis management
system that serves as a response system in case an accident
or other risk-related event actually occurs. Specifically, we
have formulated Emergency Response Organization(1) Identifying and evaluating risks, formulating andimplementing risk countermeasures(2) Improvement of risk assessment, countermeasures

Emergency Response Organization
President

Executive Office*(Organization Leader)

Instructions /ordersReportSuggestion of
establishmentof Emergency
Response
Organization, etc.

Business Departments

Collaboration

Corporate Planning Dept.

* The organizational unit in charge of the executive office
is determined in advance in accordance with the type ofthe emergency.

(Group-wide coordination)

Regulations. In case of crises, including major natural
disasters, such as earthquakes, or production or supply
disruptions arising from major accidents at pipelines or
terminals, as well as influenza, terrorism, failures in missioncritical IT systems, and compliance problems, the Emergency
Response Organization responds to the situation immediately
in accordance with the Emergency Response Organization
Regulations. Periodic training is conducted in relation to
major risk response measures. Moreover, the company has
also formulated a business continuity plan (BCP), outlining its
responses in the event of a major earthquake of themagnitude assumed by Japan’s Cabinet Office, a major
accident disrupting gas supply, a widespread blackout, an
outbreak of influenza, etc. This plan is in place to reinforce
the company’s risk management system.

40

TOKYO GAS ANNUAL REPORT 2016

Board of Directors As of June 29, 2016

Tsuyoshi Okamoto

Michiaki Hirose

Yutaka Kunigo

Director, Chairman

Representative Director,
President

Representative Director

April1970 Joined the company

April1974 Joined the company

April1977 Joined the company

June

1997 Deputy Chief Executive of Northern Regional

April

2004 Executive Officer and Assistant to Chief Executive of

April

2004 General Manager of Gas Resources Dept. ofApril

2007 Executive Officer and General Manager of Gas

April

2008 Executive Officer and General Manager ofApril2010 Senior Executive Officer and Chief Executive of

April

2013 Senior Executive Officer and Chief Executive ofJune2013 Director, Senior Executive Officer and Chief

April

2014 Representative Director, Executive Vice President,

Business Div.
June
June

1998 General Manager of Documents Dept.

April
April

2004 Senior Executive Officer and Chief Executive of

April

2004 Director, Senior Executive Officer and Chief

Executive of Strategic Planning Div.
April

2006 Director, Senior Executive Officer, Chief Executiveof Corporate Communication Div. and in chargeof Compliance Dept. and Internal Audit Dept.
April

April

2009 Representative Director, Executive Vice President

and in charge of Personnel Dept., Secretary Dept.,
General Administration Dept. and Compliance Dept.
April

2010 Representative Director, President

April2014 Director and Chairman of the Board (Current

position)
June

April

2009 Senior Executive Officer and in charge of Corporate PlanningJune2009 Director, Senior Executive Officer and in charge of Corporate

Dept. and Affiliated Companies Dept.

Industrial Gas Sales Dept. of Energy Solution Div.
Energy Resources Business Div.
Energy Production Div.
Executive of Energy Production Div.
Chief Executive of Energy Solution Div. andGeneral Manager of Volume Sales Dept. of Energy
Solution Div.

Planning Dept., Corporate Communications Dept. and
Affiliated Companies Dept.

2007 Representative Director, Executive Vice President

and in charge of Personnel Dept., Secretary
Dept., General Administration Dept., ComplianceDept. and Internal Audit Dept.

Resources Dept. of Energy Resources Business Div.

2008 Senior Executive Officer and in charge of Corporate Planning

Dept., Investor Relations Dept., Finance Dept., Accounting
Dept., Affiliated Companies Dept. and Gas Industry
Privatization Research Project Dept.

Strategic Planning Div.
June

2007 Senior Executive Officer and in charge of Corporate

Planning Dept., Infrastructure Project Dept., Finance Dept.,
Accounting Dept. and Affiliated Companies Dept.

2002 Executive Officer and General Manager ofCorporate Planning Dept. of Strategic Planning Div.
April

2006 Executive Officer and General Manager of Corporate

Planning Dept. of Strategic Planning Div.

1999 Assistant to Director in charge of General

Administration Dept.
June

Energy Resources Business Div.

Corporate Communication Div.

January 2010 Director, Senior Executive Officer and in charge of Corporate

April

Planning Dept., Project Management Dept., Corporate
Communications Dept. and Affiliated Companies Dept.
April

2012 Representative Director, Executive Vice President and Chief

April2013 Representative Director, Executive Vice President and Chiefand in charge of Power Business Planning Dept.,
Business Restructuring Project Dept., Gas
Business Deregulation Project Dept., and Sales
Innovation Planning Dept.

Executive of Living Energy Div.
April

2016 Representative Director, Executive Vice President,

Head of Power Business, Chief Executive ofRegasification & Power Generation Div. and in
charge of Power Business Planning Dept. (Current
position)

Executive of Residential Sales and Service Div.
April

2015 Representative Director, Executive Vice President

2014 Representative Director, President (Current position)2016 Outside director of JAPAN POST BANK Co., Ltd

Takashi Uchida

Hiroaki Kobayashi

Satoru Yasuoka

Representative Director

Director

Director

April

1979 Joined the company

April1980 Joined the company

April1979 Joined the company

June

2006 General Manager of Pipeline Planning Dept. ofApril

2005 General Manager of Technology Development Dept.

April

2006 General Manager of Industrial Gas Sales Dept. ofApril

2006 General Manager of Product Development Dept.
2007 Assistant to Chief Executive of Living Energy Div.

April

2008 General Manager of Gas Resources Dept. ofApril

2010 Executive Officer and General Manager of Gas

April

2011 Executive Officer and General Manager of Sales

April

2012 Senior Executive Officer and Chief Executive of

April

2015 Senior Executive Officer and Chief Executive of IT

Pipeline Network Div.
April

2009 General Manager of Corporate Planning Dept.

April

April

2010 Executive Officer and General Manager ofOctober 2007 General Manager of Area Development

Corporate Planning Dept.
April

April

2012 Senior Executive Officer and in charge of

April

Personnel Dept., Secretary Dept., ComplianceDept. and Internal Audit Dept.

2008 General Manager of Customer Safety Dept.

April

2009 Executive Officer and General Manager of2013 Senior Executive Officer and Chief Executive of

April

2010 Executive Officer and General Manager ofApril

2012 Senior Executive Officer and Chief Executive ofEnergy Resources Business Div.
June

2015 Director, Senior Executive Officer and Chief

Executive of Energy Resources Business Div.
April

Planning Dept.

2016 Representative Director, Executive Vice President

and Chief Executive of Residential Sales andService Div. (Current position)

Residential Fuel Cell Business Development Dept.
Technology Development Div.
April

Resources Dept. of Energy Resources Business Div.
Marketing 1 Dept. of Living Corporate Sales andServices Div.

Technology Development Div. and in charge ofSmart Energy Business Development Dept.

April

Regional Development Marketing Div.
Div. and in charge of Environmental Affairs Dept.
and Fundamental Technology Dept.

2013 Senior Executive Officer, Chief Executive ofJune2015 Director, Senior Executive Officer, Chief Executive

April

2016 Director, Senior Executive Officer, Chief Executiveof IT Div. and in charge of Environmental Affairs
Dept. and Fundamental Technology Dept.

2014 Director, Senior Executive Officer, Chief Executiveof Technology Development Div. and in charge ofSmart Energy Business Development Dept.
2015 Director, Senior Executive Officer, Chief Executiveof Pipeline Network Div. (Current position)

41

Energy Resources Business Div.

Customer Safety Dept.

JuneTOKYO GAS ANNUAL REPORT 2016

Energy Sales and Service Div.

of Energy Solution Div. and General Manager
of Volume Sales Dept. of Energy Solution Div.
(Current position)

Corporate GovernanceFumio Murazeki

Masaru Takamatsu

Director

Director

April

1979 Joined the company

April1980 Joined the company

April2009 General Manager of Residential Sales Planning

April

2005 General Manager of Home Service Planning Dept.

April

2006 General Manager of Business Partnership

April

2010 General Manager of Lifeval Project Management

April2011 Executive Officer and General Manager of Lifeval

April

2012 Executive Officer and General Manager ofApril

2014 Senior Executive Officer and in charge ofApril

2015 Senior Executive Officer and in Charge ofDept. of Living Energy Div.
April

2010 Executive Officer and General Manager of Residentialof Home Service Div.

Sales Planning Dept. of Living Energy Div.
April

2013 Senior Executive Officer and Head of Sales

Support Dept. of Home Service Div.

Marketing of Energy Solution Div.
October 2014 Senior Executive Officer, Head of Sales Marketingof Energy Solution Div. and General Manager ofEnergy Sales & Service Planning Dept.
April

Project Management Dept. of Living Energy Div.
Corporate Planning Dept.

2015 Senior Executive Officer, Chief Executive ofEnergy Solution Div. and General Manager ofVolume Sales Dept.
April

Dept. of Living Energy Div.

Corporate Planning Dept. and AffiliatedCompanies Dept.

2016 Senior Executive Officer of the company

President, Representative Director of Tokyo Gas
Liquid Holdings Co., Ltd.

Corporate Planning Dept., Personnel Dept.,
Chiba-Ibaraki Project Dept., Group Management
Project Dept., and Group Personnel System
Project Dept.
2016 Senior Executive Officer and in Charge of

April

Personnel Dept., Secretary Dept., General
Administration Dept., Compliance Dept., andInternal Audit Dept.

April

Akihiko Ide

Yoshinori Katori

Chika Igarashi

Outside Director

Outside Director

Outside Director

1965 Joined Mitsubishi Metal Mining company Ltd.

(Current Mitsubishi Materials Corporation)
June

1994 General Manager of General Affairs &Administration Dept. at Mitsubishi Materials
Corporation
June

1997 Director of Mitsubishi Materials CorporationJune

2000 Managing Director of Mitsubishi Materials

Corporation
June

2002 Executive Vice President of Mitsubishi Materials

June2004 President of Mitsubishi Materials CorporationJune

2010 Chairman of Mitsubishi Materials Corporation

April

August 2005 Press Secretary/Director-General for Press andPublic Diplomacy of Minister’s Secretariat
August 2006 Ambassador Extraordinary and Plenipotentiary to

the State of Israel
October 2008 Ambassador for ASEAN, and Science andTechnology Cooperation, Ministry of Foreign Affairs
April2010 Director-General of Foreign Service Training

March

2011 Ambassador Extraordinary and Plenipotentiary to

Corporation

Director of Sakai Chemical Industry Co., Ltd.
April

2015 Senior Advisor of Mitsubishi Materials

Corporation
June

1973 Joined Ministry of Foreign Affairs

August 2004 Director-General of Consular Affairs Bureau

April1997 Registered as an attorney at law

April1997 Joined a law firm in Tokyo Metropolitan area

July

2006 Joined Asahi Law Office (Currently Nishimura &June2007 Registered as an attorney at law in New York

June

2016 Director of the company (Current position)

Asahi)
State, USA

Institute, Ministry of Foreign Affairs
the State of Indonesia
October 2014 Retired from Ministry of Foreign AffairsJune2015 Director of the company (Current position)2015 Advisor of Mitsubishi Materials Corporation

Director of the company (Current position)

42

TOKYO GAS ANNUAL REPORT 2016

Audit & Supervisory Board Members As of June 29, 2016

Tsutomu Oya

Hideaki Obana

Audit & Supervisory
Board Member

Audit & Supervisory
Board Member

April1975 Joined the company

April1978 Joined the company

June

2002 General Manager of the International Affairs Dept.

July

2003 General Manager of Marketing Dept., Living

2004 Executive Officer, General Manager of Urban Energy

April2004 General Manager of Home Service Planning Dept.,

Business Dept. of Energy Sales and Service Div.,and Acting General Manager of Volume Sales Dept.
of Energy Sales and Service Div.

April

2005 General Manager of Kanagawa Branch, Corporate

April

2006 Senior Executive Officer and Division Manager ofApril2007 General Manager of Corporate Communications

June

2009 Director, Senior Executive Officer, and Division

April2009 Executive Officer and General Manager ofApril2010 Director, Senior Executive Officer, and Division

April

2012 Senior Executive Officer and in charge ofApril

2013 Senior Executive Officer and in charge ofof the Strategic Planning Div.
Apri

Planning Div.
Home Service Div.
Communication Div.

Energy Resources Div.

Dept.

Manager of Energy Resources Div.

Corporate Communications Dept.

Manager of Energy Production Div. and in chargeof the Environmental Affairs Dept.
April

2012 Director, Senior Executive Officer, and Division

April

2013 DirectorJune2013 Audit & Supervisory Board Member

Purchasing Dept., Real Estate Management
Dept., Major Site Development Dept.

Manager of Energy Production Div.

Purchasing Dept., Real Estate Management
Dept., Personnel Dept., Internal Audit Dept.
March2015 Retired as Senior Executive Officer

June2015 Audit & Supervisory Board Member

Yoshihiko Morita

Kojiro Otani

Wako Tojima

Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberApril

1969 Joined Export-Import Bank of Japan

March

1971 Joined Yokohama City Hall

April

1985 Joined The Yomiuri Shimbun,

October

1999 Full-time Auditor of Japan Bank for International

April

2003 Director General of General Affairs Bureau ofMarch1991 Retired from The Yomiuri Shimbun

April

2007 Part-time lecturer at School of Social andJune2014 Outside Audit & Supervisory Board Member of the

Yokohama City Hall

Cooperation
October

2000 Director of Japan Bank for International Cooperation

October

2004 Vice Governor of Japan Bank for International

Cooperation
October

2011 Retired as Deputy CEO of Japan Bank for International

Cooperation
December 2011 Advisor of Sumitomo Mitsui Banking CorporationJune

2012 President (Chief Executive Officer) of Japan Institute forOverseas Investment
Outside Audit & Supervisory Board Member of thecompany
June

2006 Director General of Waterworks Bureau ofJuly2008 Vice President of Kanagawa Water Supply

June2013 Outside Audit & Supervisory Board Member of the2013 Outside Director of Kawasaki Heavy Industries, Ltd.

Retired as Advisor of Sumitomo Mitsui Banking
Corporation
December 2014 Retired as President (Chief Executive Officer) of Japan

Institute for Overseas Investment

TOKYO GAS ANNUAL REPORT 201643

Freelance journalist

Yokohama City Hall
Authority

2008 Representative Director and Senior Managing Executive

Officer of Japan Finance Corporation Deputy CEO ofJapan Bank for International Cooperation
June

April

company
Retired from Kanagawa Water Supply Authority

International Studies of University of Tsukuba
companyCorporate Governance

Executive Officers
President

Michiaki Hirose

Executive Vice
Presidents

Yutaka Kunigo

Head of Power Business, Chief Executive of Energy Production Div., In Chargeof Power Business Planning Dept.

Takashi Uchida

Chief Executive of Residential Sales and Service Div.

Hiroaki Kobayashi

Chief Executive of Pipeline Network Div.

Satoru Yasuoka

Chief Executive of Energy Solution Div., General Manager of Volume Sales
Dept. of Energy Solution Div.

Fumio Murazeki

President, Representative Director of Tokyo Gas Liquid Holdings Co., Ltd.

Senior Executive
Officers

Executive
Officers

Fumihiko Hara
Kiyotada Den
Takahiro Saito
Shinichi Takagi
Toshiyasu Ishii
Nobuhisa Kobayashi
Tadashi Komiyama
Koki Hayakawa
Kentaro Kimoto
Yohei Nitta
Tomoyuki Yoshioka
Hiroshi Kishino
Shinichi Sasayama
Ayumi Shigitani

Executive
Specialists

Masami Takayanagi
Minoru Sanari

Masaru Takamatsu In Charge of Personnel Dept., Secretary Dept., General Administration Dept.,
Compliance Dept., and Internal Audit Dept.

Hideaki Arai

Chief Executive of Region Div.

Shin Yamagami

Chief Executive of IT Div., in charge of Environmental Affairs Dept., andFundamental Technology Dept.

Isao Nakajima

CFO, in Charge of Finance Dept., Accounting Dept., Purchasing Dept., andReal Estate Management Dept.

Kunio Nohata

President, Representative Director of Tokyo Gas Engineering Solutions Corporation

Satoru Sawada

In Charge of Corporate Planning Dept., Corporate Communications Dept., Gas
Business Deregulation Project Dept., Tokyo 2020 Olympic and Paralympic

Takashi Anamizu

Chief Executive of Energy Resources and Overseas Div.

Message from an Outside Director
Full liberalization of the gas retail market in Japan is scheduled to take placein April 2017, as determined one year earlier, following the full liberalization of
the electric power retail market in April 2016. Overseas, oil prices and otherfactors remain uncertain, while the requirements to invest in natural gas-related
infrastructure are rising. As such, Tokyo Gas is facing such significant changes
in its business environment.
Concerning corporate governance, the Tokyo Stock Exchange formulated
Japan’s Corporate Governance Code in June 2015, whereby listedcompanies are expected to make further efforts to ensure healthy corporate
entrepreneurship and transparency, and to enhance initiatives with the aim tocreate mid- to long-term corporate value.
As a lawyer, I have provided various legal services to many corporations.
In the current critical juncture, I felt deeply honored to be appointed as
an independent outside director of Tokyo Gas and was humbled by thesignificant responsibility and high expectations. According to the principlesof the Corporate Governance Code, independent outside directors are
expected to oversee management and reflect opinions of stakeholders tofulfill their roles as independent watchdogs and guides. I thus believe myfirst task is to encourage more active constructive discussions at the Boardof Directors meetings. Specifically, given my knowledge and experience asa legal professional, I will always be mindful of the interests of shareholders
and other stakeholders, and ask questions or express opinions at each stage
when management issues are formulated, and measures are developed andimplemented. In other words, I believe my first task is to play a monitoring
function. Second, I intend to review whether structures for compliance, risk
management, or internal control are properly established and are effectively
utilized. Moreover, human resource development and consideration formaintaining a good working environment are indispensable from theperspective of raising mid- to long-term corporate value. I am also hoping tocontribute to enhancement of corporate value from a viewpoint of promoting
diversity in terms of gender, age, nationality, physical condition, family
environment, and other factors.

Chika Igarashi
Outside Director

Tokyo Gas was early to start appointing outside directors. I think the company
is addressing corporate governance issues at a relatively high level. I put
great confidence in Tokyo Gas employees, who freely explain the company’sbusiness outline and issues to outside directors such as me and always
sincerely respond to questions.
In my view, corporate value of Tokyo Gas is based on its “reliability, safety, andtrust” branding power, which was accumulated during its 130-year history, andis driven by its vitality to capture growth opportunities in changing times andkeep facing challenges boldly. Value should be permanently created by wellbalanced functioning of those elements.
Corporate value also places a primary focus on shareholder-oriented
management. However, in case of Tokyo Gas, which plays a social missionof the supply of energy, I think it would be more appropriate to think of
its corporate value as an aggregate of value provided to all stakeholders,
including customers, employees, suppliers, local communities, andinternational society in general.
Vitality of Tokyo Gas is well presented in the context and progress of its
Challenge 2020 Vision, a 9-year plan established six months after the Great
East Japan Earthquake of March 2011. At present, the company is in the
midst of the second “Step” stage making steady progress in its threemain policies: to evolve into the Total energy business; to accelerate global
business development; and to reconstruct the corporate group. As thechanges accompanying liberalization appear, one by one, it appears that morebarriers in terms of business and regions are to be discarded and businessrestructuring could be accelerated, with repercussions overseas. I will makemy best efforts to accomplish my tasks by always keeping interests ofstakeholders in mind and helping Tokyo Gas shift into the third “Jump” stage.

44

TOKYO GAS ANNUAL REPORT 2016