Investor Relations
Structure and Policy
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 April 1, 2024)
Corporate Governance System（As of June 27, 2024）
| Number of Directors | 9 |
|---|---|
| Number of Outside Directors(Those being independent officers*1) | 6 (6) |
| Number of Executive Officers | 27 |
*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".
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 (majority of whom are Outside Directors) selected by resolution of the Board of Directors from among the Directors, and each chairperson 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
| 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. |
| YAMAMURA Masayuki |
Mr. YAMAMURA Masayuki's management ability based on a broad perspective and deep insight cultivated as an executive in an infrastructure company, combined with extensive experience in organizational and business restructuring and M&A, particularly broad knowledge and skills in digital and marketing, which the Company aims to strengthen, will be very useful in the promotion and supervision of the management strategy which the Company aims for. |
| YOSHITAKA Mari |
Ms. MARI Yoshitaka's advanced expertise and communication skills in environmental business and sustainable finance cultivated as a consultant in the environmental and financial fields, along with extensive experience in decarbonization-related businesses both domestically and internationally, which the Company seeks to expand, will be very useful in the promotion and supervision of the management strategy which the Company aims for. |
Improving the Effectiveness of the Board of Directors
The Board of Directors confirms the performance of specific initiatives based on the results of the previous evaluation and analyzes and evaluates the effectiveness of the Board of Directors as a whole, based on self-evaluations by each Director in the form of questionnaires and third-party evaluations. Based on issues identified from the results of the analysis and evaluation, as well as opinions from each Director, future initiatives are discussed. We will strive to enhance this PDCA cycle and further improve the effectiveness of the Board of Directors.
Evaluation results in FY2023 (extract from opinions)
- The monitoring model is still in the exploratory stage, but is clearly moving forward.
- Lively discussions are taking place with stakeholders in mind from multiple perspectives.
- Suggestions to support appropriate risk-taking by execution would improve the discussion.
- There should be more discussion on medium to long-term approaches.
- Both Directors and the executive side should make efforts to enhance constructive discussions and discussions related to management strategy.
＜Future initiatives＞
- The Board of Directors aims to fulfill its function of checking bold proposals from executives, and when advancing initiatives, to support the execution by taking appropriate risks to ensure their realization, thereby backing the efforts of executives.
- As a monitoring board, continue to confirm the progress of medium-term and single-year management plans, while increasing the weight of discussions on major directions from a medium- to long-term perspective.
