Message fromthe CEO

JFE Group
VisionSustainability
Management

Environment

SocialGovernance

ESG Data

External
Evaluations
and Awards

Editorial
PolicyGuideline
Indices

Governance Data
Corporate Governance■ Corporate Governance System

As of July 1, 2023

Items

Overview of the system

Organizational design typeCompany with an Audit and Supervisory Board

Number of Directors (members)

8

The number of Independent Outside Directors (members)

3

The number of female Directors (member)

1

Number of Audit & Supervisory Board Members (members)

5

The number of Independent Outside Audit & Supervisory Board
Members (members)

3

The number of femal Audit & Supervisory Board Members(members)

1

Term for Directors (years)

1

Term for Outside Directors (years)

1

Corporate Officer System

AdoptedNomination Committee andRemuneration Committee

Voluntary advisory committees of the Board of Directors

JFE GROUP SUSTAINABILITY REPORT 2023

249

Message fromthe CEO

JFE Group
VisionSustainability
Management

Environment

SocialGovernance

External
Evaluations
and Awards

ESG Data■ Directors and Audit & Supervisory Board members

PositionInsideDirector

Koji Kakigi

ー15/15(100%)

ー

Yoshihisa Kitano

Representative Director, President
and CEO of JFE Steel Corporation

ー

15/15
(100%)ー

Masashi Terahata

Director of JFE Steel Corporation,
Representative Director of JFE 21stCentury Foundation(Public Interest IncorporatedFoundation)ー

15/15(100%)ーHajime Oshita

Representative Director, President
and CEO of JFE
Engineering Corporationー

15/15(100%)ーToshinori
Kobayashi

Representative Director, President
and CEO of JFE Shoji Corporationー

15/15(100%)ーMasami
Yamamoto

Director and Senior Advisor ofFujitsu Limited,
Outside Director of Mizuho Financial
Group, Inc.

〇

15/15(100%)ー

Nobumasa
Kemori

Honorary Advisor of SumitomoMetal Mining Co., Ltd.,
Outside Director of Sumitomo Realty& Development Co., Ltd.

〇15/15(100%)ーYoshiko Ando

Audit & Supervisory Board Memberof Kirin Holding Company,Limited, Outside Director of Sansei
Technologies, Inc.

〇15/15(100%)ーNobuya Hara

Audit & Supervisory Board Memberof JFE Steel Corporationー

15/15(100%)

19/19(100%)

Nakaba Akimoto

Audit & Supervisory Board Memberof JFE Engineering Corporation,
Audit & Supervisory Board Memberof JFE Shoji Corporationー

12/12(100%)

13/13(100%)

Isao Saiki

Partner Lawyer of Abe, Ikubo &Katayama Law Firm

〇15/15(100%)

19/19(100%)

TsuyoshiNumagami

Professor, Institute for Business andFinance, Waseda UniversityExternal Director of Tokyo Century
Corporation
Independent Director of EBARACORPORATION〇15/15(100%)

19/19(100%)

TakuyaShimamura

Director and Chairman of AGC Inc.
Independent Director of EBARACORPORATION〇12/12(100%)

13/13(100%)

InsideAudit &Supervisory
Board
MemberOutsideNumber of
Number ofmeetings ofmeetings ofthe Audit &Independent the Board ofSupervisory
executiveDirectors
Board
attendedattendedin FY2022
in FY2022

Chairman of the Board of Directorsof JFE 21st Century
Foundation (Public Interest
Incorporated Foundation)

InsideOutside

Guideline
Indices

As of July 1, 2023

Significant
concurrent postNameEditorial
Policy* The number of meetings of the Board of Directors and Audit & Supervisory Board Members held during FY2022 differsfor Ms. Nakaba Akimoto and Mr. Takuya Shimamura, as They were elected for the first time as Audit & Supervisory BoardMembers at the previous year’s Ordinary General Meeting of Shareholders (held on June 24, 2022).

JFE GROUP SUSTAINABILITY REPORT 2023

250

Message fromthe CEO

JFE Group
VisionSustainability
Management

Environment

SocialGovernance

ESG Data

External
Evaluationsand Awards■ Nomination Committee and Remuneration Committee
Items

Guideline
Indices

As of July 1, 2023Members

Nomination Committee

EditorialPolicy

Chairperson

Number of meetings
held during FY2022

6

Inside Director

2

Outside Director

2

Outside Audit & Supervisory Board Member

2Remuneration Committee

6

Inside Director

2

Outside Director

2

Outside Audit & Supervisory Board Member

2

Masami Yamamoto(Outside Director)

3

Nobumasa Kemori(Outside Director)

6■ Operating System
Committee

Company

Chairperson

Attendees

Group Management
Strategy Committee

JFE Holdings

President

Inside Directors (including 3 operating company
Presidents), Corporate Officers and full-time
Audit & Supervisory Board Members

JFE Holdings

President

Inside Directors (excluding 3 operating company
Presidents), Corporate Officers and full-time
Audit & Supervisory Board Members

Each operatingcompany

President

Directors, major Corporate Officers and Audit &Supervisory Board Members

Management Committee

JFE GROUP SUSTAINABILITY REPORT 2023

251

Message fromthe CEO

JFE Group
VisionSustainability
Management

Environment

SocialGovernance

External
Evaluations
and Awards

ESG Data

EditorialPolicy■ Executive Remuneration

Guideline
Indices

FY2022

Executive remuneration
Total amount by remuneration type (million yen)*2Total
remuneration, etc.
Basic(million yen)remuneration

Position Type

Stock remuneration*3
Bonus

Linked toperformance

Linked toservice length

Number ofExecutives(members)

Directors (excluding OutsideDirectors)

303,881

217,415

48,89023,912

13,664

5Audit & Supervisory BoardMembers (excluding Outside
Audit & Supervisory BoardMembers)*1

78,33578,335ーーー

3Outside Directors/ Audit &Supervisory Board Members

91,847

91,847ーーー

7*1 The number of audit & supervisory board members (excluding outside audit & supervisory board members) includes one
audit & supervisory board member who retired during the current fiscal year.
*2 Directors’ (excluding outside directors) performance-linked remuneration is composed of bonus and stock remuneration.
Total amount of performance-linked remuneration for the current fiscal year is 72.802 million yen.
*3 Only directors (excluding outside directors) are included in the scope of the above-mentioned stock remuneration, and theentire amount is non-monetary remuneration. Total amount of stock remuneration expensed for the current fiscal year as
non-monetary remuneration is 37.576 million yen.
Officers whose consolidated remuneration exceeded 100 million yen
Total amount by remuneration type(million yen)
Name

Position

CompanyKoji Kakigi Director

JFE Holdings

Director

JFE Holdings

Director

JFE SteelDirector

JFE Holdings

Yoshihisa
KitanoTotal(consolidatedbasis)(million yen)

Per company(consolidatedbasis)(million yen)Basicremuneration

177,827

177,827

120,047

12,000Stock remuneration
Bonus

Linked to
performance

Linked toservicelength30,94017,0809,760

12,000ーーー

160,303

107,043

26,42017,080

9,760

8,400

8,400ーーー

104,650

55,80035,430

8,540

4,880

172,303

Toshinori
Kobayashi

113,050
Director

JFE Shoji

Ratio of remuneration for each
Basic remuneration:
fixed (%)

Annual bonus:
linked to short-term performance(%)

Stock remuneration:linked to medium- tolong-term performance (%)

60

20

20

Note: The ratios above are applicable only when the company’s president has attained the performance target goals.

JFE GROUP SUSTAINABILITY REPORT 2023

252

Message fromthe CEO

JFE Group
VisionSustainability
Management

Environment

SocialGovernance

External
Evaluations
and Awards

ESG Data■ Internal Control System

Editorial
PolicyGuideline
Indices

As of April 1, 2023
Internal control system
Number ofcompanies(companies)

ItemsInternal audit

Audit & Supervisory
Board

Number of people
assigned(members)

Internal audit organization

60

172

Full-time Audit &Supervisory Board Members

2934

Dispatched Audit & Supervisory Board Members(part-time Audit & Supervisory Board member)24

7

Cooperation of Audit & Supervisory Board members
Items

Number of meeting held during FY2022

Accounting auditor

9Internal Audit Department

8Compliance (including Anti-corruption)■ Whistleblowing
Items
Cases handled by theCorporate Ethics Hotline

ScopeUnit

JFE Holdings and operatingcompanies

Cases

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253

FY202087

FY2021133

FY2022127