Investor Relations

Our Fundamental Concept

We will ensure the legality, soundness and transparency of business, aim to clarify executive and management responsibilities and strengthen auditing and monitoring functions, promote accurate and prompt decision making, efficient business execution, and aim to enhance and strengthen our corporate governance based on our management philosophy.

Implementation System of Corporate Governance

Following approval of the 221st shareholders meeting, Tokyo Gas has made a transition to a “Company with a Nominating Committee, etc.” and has established three committees (Majority of members and a chairperson of each committee are outside directors): a Nominating Committee to determine director candidates and recommend corporate executive officer candidates; an Audit Committee to audit execution of duties by directors and corporate executive officers; and a Compensation Committee to determine remuneration for directors and corporate executive officers.
The Board of Directors (Executives) determines management policies, supervises execution of duties by corporate executive officers, delegates decision-making concerning important matters for business execution to corporate executive officers, and asks them to report the status of the execution, when needed.
Corporate executive officers are required to contribute to appropriate, prompt decision-making and to ensure efficient business operations by taking up in a committee (generally meeting weekly) that supports the corporate executive officers’ reasonable decision-making matters to be submitted to the Board of Directors and other important managerial matters.
Executive officers are assigned responsibility for ensuring prompt business operations by corporate executive officers. Tokyo Gas has thus adopted and established a governance structure that ensures high legality, soundness, and transparency.

Corporate Governance Structure (as of December 27, 2023)

Corporate Governance Structure

Corporate Governance System(As of June 29, 2023)

Number of Directors 9
Number of Outside Directors(Those being independent officers*1) 6 (6)
Average age of Directors 64
Term of office of Directors 1 year
Participation of Outside Directors in selecting director candidates Yes
Participation of Outside Directors in determination of remuneration Yes
Number of Corporate Executive Officers*2 4
Number of Executive Officers 25
Performance-linked remuneration (Short-term incentive remuneration) Yes
Non-monetary remuneration(Medium- to long-term incentive remuneration) Yes

*1: All six Outside Directors have been notified to the listing stock exchange as independent officers who satisfy the Company's "Independence Standards for Outside Directors".
*2: Includes a Corporate Executive Officer who concurrently serves as Director (Representative Corporate Executive Officer and President).

Structure and Role of the Board of Directors

To enable Directors to more effectively carry out their supervisory functions as a Company with a Nominating Committee, etc., our Director who is also an Executive Officer is the Representative Corporate Executive Officer and President only. The executive and supervisory functions are clearly separated, ensuring that management is earnest and attentive.
Based on this foundation, roughly two-thirds (2/3) of the Board of Directors consists of Outside Directors to make diverse and objective supervision a central element of Board of Directors operations.

The Board of Directors meets once a month in principle to make important decisions regarding management plans and policies, and other management of the company, in accordance with laws and regulations, the Articles of Incorporation, and regulations of the Board of Directors. In addition, the authority to make decisions on business execution has been largely delegated to the Representative Corporate Executive Officer, and President, which brings speed to management and improves enterprise value through monitoring from a bird's-eye view of management as a whole.

Structure and Role of Committees

Each committee consists of members selected by resolution of the Board of Directors from among the Directors, and is chaired by an Outside Director.

The Nominating Committee makes decisions on proposals to the Shareholders Meeting concerning appointments and dismissal of Directors and on proposals to the Board of Directors concerning appointments and dismissal of Corporate Executive Officers, among other matters.

The Audit Committee audits the execution of duties by Directors and Corporate Executive Officers, determines audit reports, and also determines agenda items concerning appointment, dismissal, or refusal of reappointment of independent auditors, among other matters.

The Compensation Committee sets policy for individual remuneration of Directors and Corporate Executive Officers, and makes decisions on remuneration of each Director and each Corporate Executive Officer, according to the policy, among other activities.

Skills and Roles Demanded of Directors

  • The following have been designated as skills that all Directors are to possess: 'The knowledge needed to manage the Company at a deeper level,' 'The mentality needed to lead the Company's transformation,' and 'The questioning abilities needed to identify the issues faced by the Company.'
  • Outside Directors must possess the supervisory skills necessary for achieving 'Compass2030,' the Group's management vision, and supplementary skills that complement the knowledge and experience of the Company's Inside Directors and Corporate Executive Officer.
  • All Internal Directors other than the Representative Corporate Executive Officer and President are non-executive Directors. Their role is to provide proposals and information in an appropriate and timely manner in order to maintain the effectiveness of the Board of Directors.

Outside Director Skill Matrix

Skills (up to four) held by Outside Directors are as follows:

The reason for appointment of outside directors

TAKAMI
Kazunori
Mr. TAKAMI Kazunori's management capabilities, based on the broad vision and in-depth knowledge he developed as an executive in the electrical industry, and especially the marketing sense he acquired from the consumer perspective in the home appliance business, will greatly contribute to the promotion and supervision of the Company's management strategies.
EDAHIRO
Junko
Ms. EDAHIRO Junko's in-depth knowledge regarding energy and sustainability, communication abilities, and extensive practical experience in communities, which she has cultivated as a journalist and creator, will greatly contribute to the promotion and supervision of the Company's management strategies.
INDO
Mami
Ms. INDO Mami's capabilities in advanced and diverse management analysis and instructions she developed as an analyst and adviser in the financial industry, and her management sense from the risk perspective nurtured by her experience in a surveillance agency, cultivated through the experience of monitoring organizations, will greatly contribute to the promotion and supervision of the Company's management strategies.
ONO
Hiromichi
Mr. ONO Hiromichi's management capabilities, based on the broad perspective and in-depth knowledge he developed as as an executive in the food industry, and especially his management sense nurtured from the risk perspective at a finance division will greatly contribute to the promotion and supervision of the Company's management strategies.
SEKIGUCHI
Hiroyuki
Mr. SEKIGUCHI Hiroyuki's keen perception, deep discernment in approaching the heart of matters, and great skills at presentation from the TV viewer's perspective concerning the overall economy including energy and sustainability, which he developed through his experience as a TV journalist and senior commentator, will greatly contribute to the promotion and supervision of the Company's management strategies.
TANNOWA
Tsutomu
Mr. TANNOWA Tsutomu's management abilities based on his broad view and in-depth knowledge he has acquired as a corporate executive of a chemicals manufacturer, and knowledge on governance, especially his business sense from a risk perspective developed through management reforms and business restructuring, will be very useful in the promotion and supervision of the management strategy which the Company aims for.

Effectiveness of the Board of Directors

To maintain and enhance the effectiveness of the Board of Directors, the effectiveness of the Board of Directors was analyzed and evaluated through discussion at the Board of Directors' meetings on the results of the questionnaire based self-evaluations of each Director and the third-party evaluations
 
According to the third-party evaluations, 'the effectiveness of the Board of Directors is generally maintained at a good level,' and we will continue to work tirelessly to further enhance the effectiveness.
 
Summary of evaluation results in FY2022 (opinions from the Board of Directors)

  • Medium- to long-term discussions should be held for 2030 and beyond.
  • It is necessary to further align awareness of what monitoring should be like in a Company with a Nominating Committee, etc.
  • Effectiveness of monitoring should be confirmed in short-term cycles.
  • Consider also having opportunities other than meetings of for business understanding.
  • A detailed annual schedule for the Board of Directors agenda should be prepared for more systematic monitoring.

<Future initiatives>

  • Based on the initiatives for the next two years after the transition to a Company with a Nominating Committee, etc., we will be even more conscious of making improvements and enhancements by utilizing the knowledge and experience we have accumulated so far.
  • Since many of the opinions expressed are focused on 'improving the quality of discussion' and 'improving agenda setting' setting, we will work on work on specific improvements and enhancements centered on these.
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