The Toridoll Group has adopted a policy of accelerating business expansion while maintaining soundness and transparency by demonstrating agility through rapid decision-making, and has developed management organizational structures and mechanisms accordingly. In addition, an Audit and Supervisory Committee has been established as an auditing and supervisory body for management, and each member attends Board of Directors meetings and, when management decisions are made, provides opinions, necessary advice, and exercises voting rights from the perspective of ensuring sound management. At meetings of the Audit and Supervisory Committee, which are held concurrently, information is shared among members, and efforts are made to promptly disclose information in order to aim for highly transparent management.
Toridoll Holdings is strengthening its governance system to enhance corporate value in the medium to long term. The Board of Directors consists of six members (as of July 2025), three internal directors and three external directors, ensuring a system that allows for agile decision-making while maintaining soundness and transparency. In addition, to appropriately supervise business execution, the company has appointed three independent external directors (all women) and three independent external directors with legal qualifications or management experience at other companies as audit and supervisory committee members, thereby strengthening its audit system.
Policy and Management System
Corporate Governance Systems
Toridoll Holdings is strengthening its governance system to improve its corporate value over the medium to long term. The Board of Directors consists of eight members (as of July 2024), including four internal directors and four external directors, and has established a system that allows for agile decision-making while maintaining soundness and transparency. In addition, to properly supervise business execution, four independent external directors (two of whom are women) have been appointed, and three of these independent external directors who are certified public accountants or lawyers have been appointed as audit and supervisory committee members, strengthening the audit system.
Management System
Roles of the Board of Directors and other major meetings, and status of holding and attending
The roles of the Board of Directors and key meetings, and their status in the fiscal year ending March 2025, are as follows:
role | Number of events | |
board of directors | This is a council composed of directors who have been entrusted with managing the company by the shareholders, and it makes decisions on important company matters in accordance with laws, regulations, and the articles of incorporation. | 18 |
Audit and Supervisory Committee | This is a meeting body composed of audit and supervisory committee members who have been entrusted by shareholders with the task of auditing and supervising company management, and it audits and supervises the performance of duties by directors. | 15 |
Nomination Committee | This committee, primarily composed of outside directors, deliberates on the appointment and dismissal of directors (including audit and supervisory committee members) and executive officers, and submits its recommendations to the Board of Directors and the Audit and Supervisory Committee. | 3 |
Compensation Committee | This committee, which is primarily composed of outside directors, deliberates on remuneration for directors (including audit and supervisory committee members) and executive officers and reports to the Board of Directors and the Audit and Supervisory Committee. | 3 |
Risk Management Committee | This committee, established under the Board of Directors, discusses and approves issues and countermeasures related to the promotion of company-wide risk management. | 4 |
Sustainability Promotion Committee | This committee, established under the Board of Directors, discusses and approves issues and countermeasures related to the promotion of sustainability across the company. | 4 |
Attendance at Board of Directors and Audit Committee meetings (Fiscal year ending March 2025)
Title | Name | Board of Directors | Audits, etc. Committee | name Committee | Rewards Committee |
President and CEO chief executive officer | Takaya Awata | ◎ (18/18) | ● (3 times/3 times) | ● (3 times/3 times) | |
|---|---|---|---|---|---|
Executive Vice President and COO | Takashi Sugiyama | ● (18/18) | |||
Director and CFO CFO | Satoshi Yamaguchi | ● (18/18) | |||
Director and CHHO Chief Happiness Human Officer | Kenichi Tanaka | ● (12 times/12 times) | |||
Outside Director Audit and Supervisory Committee Members | Rieko Matsukaze | ● (17th/18th) | ● (3 times/3 times) | ● (3 times/3 times) | |
Director (outside) Audit and Supervisory Committee Member | Toshiyasu Umeki | ● (18/18) | ◎ (15 times/15 times) | ◎ (3 times/3 times) | ◎ (3 times/3 times) |
Director (outside) Audit and Supervisory Committee Member | Hiroaki Umeda | ● (18/18) | ● (15 times/15 times) | ● (3 times/3 times) | ● (3 times/3 times) |
Outside Director Audit and Supervisory Committee Members | Maki Kataoka | ● (18/18) | ● (15 times/15 times) | ● (3 times/3 times) | ● (3 times/3 times) |
*◎… Indicates the chairperson or committee chairman for the term ending March 2025.
*Directors Takashi Sugiyama, Toshiyasu Umeki, and Hiroaki Umeda retired upon the expiration of their terms of office at the conclusion of the 35th Ordinary General Meeting of Shareholders held on June 27, 2025.
*The attendance count for Kenichi Tanaka is based only on board meetings held since his appointment on June 27, 2024.
*As of July 2025, our Audit and Supervisory Committee consists of Chairperson: Rieko Matsukaze, and members: Maki Kataoka and Yuko Miyata.
*As of July 2025, the structure of our Nominating Committee and Compensation Committee is as follows: Chairperson: Rieko Matsukaze; Committee Members: Maki Kataoka, Yuko Miyata, and Takaya Awata.
Assessment of the Effectiveness of the Board of Directors
At the beginning of 2024, we invited an external advisor and began preparations for this year's evaluation of the effectiveness of the Board of Directors through the advisor's attendance at the Board of Directors meetings and various committees. Through these activities, we are striving for continuous improvement while taking into account advice from an objective third-party perspective on initiatives to enhance the effectiveness of the Board of Directors. However, as issues remain in the following areas, we will continue to make efforts to make further improvements in the future.
- The board of directors should be fully aware of its role of leading the effort to increase corporate value and should focus on discussing management strategies, business strategies, and other issues that will contribute to increasing corporate value.
・Investment effectiveness should be examined more than ever before, with an eye on capital efficiency, etc.
Internal Control Systems
TORIDOLL Holdings has formulated clear fundamental policies that the President and CEO must comply with, enacted various provisions necessary for the establishment of internal control systems, and positioned them for implementation as quickly as possible under the guidance of the person-in-charge. We continually review and improve internal control systems and seek to create efficient and lawful corporate structures.
Internal Audit Systems
Toridoll Holdings has established the "Internal Audit Regulations" and established an Internal Audit Office as an organization reporting directly to the President and CEO. The Internal Audit Office formulates audit policies and annual plans, audits the status of business execution based on the prescribed rules for each department at the head office and group companies, evaluates the status of internal control and its operation, and proposes improvements. The results of the audits are reported to the President and CEO and the Audit and Supervisory Committee (outside directors).
Accounting Audits
Toridoll Holdings has signed an audit contract with KPMG AZSA LLC, and has established an environment in which accounting audits can be conducted from an independent and fair standpoint. In addition, Toridoll Holdings' Audit and Supervisory Committee and Internal Audit Department cooperate with KPMG AZSA LLC through reporting meetings held at least four times a year to conduct audits.
Strategic Shareholdings
TORIDOLL Group does not hold listed shares as strategic shareholdings. The Group policy is to not engage in such holdings in order to avoid the risks of fluctuations in share prices and to enhance capital efficiency.
Election of Directors and Officer Compensation
Appointment of Directors
Toridoll Holdings has established a voluntary nomination committee of which all independent outside directors make up a majority of the members, and it is its policy to receive recommendations from the nomination committee when nominating candidates for directors (including directors who are audit and supervisory committee members).
The Nomination Committee deliberates whether each candidate meets the selection criteria established by the Board of Directors, and then decides on the content of its recommendations to ensure that the board of directors is composed of a good balance of the knowledge, experience, and abilities required to effectively fulfill the roles and responsibilities of a director, and that the board is composed of both diversity and an appropriate size.
Skills Matrix for the Board of Directors and Executive Officers
For executive directors, we have appointed experienced individuals with extensive knowledge of the restaurant industry, food distribution, and overseas business. Furthermore, among the independent outside directors, those who are audit and supervisory committee members are appointed from among individuals with knowledge of internal control, appropriate legal knowledge, and appropriate finance and accounting knowledge. For outside directors who are not audit and supervisory committee members, we have appointed individuals with management experience at other companies, with an awareness of the diversity of knowledge and experience that will enable them to fulfill their responsibilities as independent outside directors. In addition, with consideration given to gender diversity, two female directors have been appointed. The particular expertise and experience of directors and executive officers is as shown in the table below.
Business Management | global | Accounting and Finance | Capital Policy M&A | Legal Compliance and Risk Management | ESG | Food and beverage business | marketing· Store Development | product quality management | DX Innovation | Digital Technology ICT | Personnel, Labor and Human Resources Development | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Takaya Awata | ● | ● | ● | ● | ||||||||
Satoshi Yamaguchi | ● | ● | ● | ● | ||||||||
Kenichi Tanaka | ● | ● | ● | ● | ||||||||
Rieko Matsukaze | ● | ● | ● | ● | ● | ● | ● | |||||
Maki Kataoka | ● | ● | ● | |||||||||
Yuko Miyata | ● | ● | ● | ● | ● | |||||||
Yasunori Isomura | ● | ● | ● | ● | ||||||||
Atsushi Kusano | ● | ● | ● | ● | ||||||||
Katsuaki Nagumo | ● | ● | ● | ● | ||||||||
Hiroshi Yamaguchi | ● | ● | ● | ● | ||||||||
Kohei Oshita | ● | ● | ● | ● | ||||||||
Toru Hatomoto | ● | ● | ● | ● |
Independent External Directors
TORIDOLL Holdings made the transition to a company with an Audit and Supervisory Committee in order to reinforce its corporate governance systems and elected three independent external directors with the qualities necessary for their expected roles and responsibilities.
The Company elects independent external directors to half (three) of the seats on the six-member Board of Directors in order to appropriately reflect opinions that are independent from management when making various decisions on investment and other matters for the future growth of business.
Audit and Supervisory Committee Member | Independent Director | Supplementary explanation regarding compliance items | Reasons for selection | |
Rieko Matsukaze | ○ | ○ | We have designated him as an independent director. | He possesses extensive experience, achievements, and knowledge in global business management, marketing, and accounting/finance. We have appointed him as an outside director because we believe he is suitable for the role, as he can provide accurate suggestions and advice on our management from an objective and professional perspective. We have designated him as an independent director because we determined that he has no conflict of interest with our company, can supervise from an independent standpoint, and there is no risk of a conflict of interest with general shareholders. |
Maki Kataoka | ○ | ○ | We have designated him as an independent director. | We have appointed him as an outside director because we believe he is suitable for the role, as he can provide accurate opinions based on his professional knowledge as a lawyer. We have determined that he has no conflict of interest with the Company, is able to oversee the Company from an independent standpoint, and is not likely to pose a conflict of interest with general shareholders, and therefore designated him as an independent director. |
Yuko Miyata | ○ | ○ | We have designated him as an independent director. | He has extensive experience in overseas assignments in the United States and the United Kingdom, as well as in business decision-making, governance, compliance, and especially in human resources. We have appointed him as an outside director because we believe he will be able to leverage his expertise to audit, supervise, and advise our management. We have determined that he has no conflict of interest with the Company, is able to oversee the Company from an independent standpoint, and is not likely to pose a conflict of interest with general shareholders, and therefore designated him as an independent director. |
Policy on Determination of Officer Compensation
On May 31, 2017, we established our Executive Compensation Regulations, increasing the proportion of compensation linked to medium- to long-term performance and the proportion of company stock compensation. This increases the incentive for directors (excluding audit and supervisory committee members) to contribute to the sustainable improvement of the corporate value of our group, and introduces a compensation system that promotes the early sharing of value with shareholders.
1. Basic principles of executive compensation systems
The compensation for directors (excluding audit and supervisory committee members) consists of base salary, short-term incentive compensation (performance-linked bonuses), and long-term incentive compensation (restricted stock and stock options).
The compensation for directors (and audit and supervisory committee members) consists of a base salary and long-term incentive compensation (stock options).
2. Remuneration Determination Procedure
When determining the compensation of our directors (excluding audit and supervisory committee members), we ensure objectivity in the level of compensation for our directors (excluding audit and supervisory committee members) by obtaining advice from external expert organizations based on executive compensation survey data (including the percentage of each type of compensation).
Furthermore, since the establishment of the Compensation Committee in December 2020, the compensation of directors (excluding audit and supervisory committee members), including the percentage of each type of compensation, has been determined based on the recommendations of the Compensation Committee, of which all independent outside directors are members and constitute a majority. Even before the establishment of the committee, the Audit and Supervisory Committee deliberated on whether the compensation of directors (excluding audit and supervisory committee members) was appropriate in light of their performance and the way they performed their duties when deciding whether to exercise their right to express an opinion (Article 361, Paragraph 6 of the Companies Act).
3. Overview of Short-Term Incentive Compensation (Performance-Linked Bonuses)
The total amount of performance-linked compensation for directors (excluding audit and supervisory committee members) is capped at the total amount payable for the relevant fiscal year, as predetermined by the Board of Directors. As shown in Figure 4, financial indicators include the degree to which the Group has achieved its targets for consolidated sales revenue and consolidated operating profit for the relevant fiscal year. Non-financial indicators include employee engagement, ESG (environmental, social, and governance) related status, and the degree to which the performance of the assigned department has been achieved. The compensation is determined based on an evaluation ratio set for each indicator.
These evaluation indicators were selected to motivate our group to expand corporate value, improve profitability and employee engagement, and address issues related to sustainability.
Total amount of compensation for directors and audit committee members (FY2024)
classification | Total amount of remuneration (million yen) | Total amount by type of remuneration (million yen) | Number of applicable executives (persons) | ||
|---|---|---|---|---|---|
Base compensation | Performance-linked remuneration | Non-monetary remuneration, etc. | |||
Directors (exc. Audit and Supervisory Committee members) (including outside directors) | 170 (12) | 147 (12) | 12 (ー) | 11 (ー) | 6 (1) |
Director (Audit and Supervisory Committee Member) (including outside directors) | 24 (24) | 23 (23) | ー (ー) | 1 (1) | 3 (3) |
Total (including outside directors) | 194 (36) | 170 (35) | 12 (ー) | 12 (1) | 9 (4) |
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