Last Updated: 2024.02.29
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Our Approach to Corporate Governance
Corporate Governance at Fast Retailing
Directors' expertise
Committees and Their Responsibilities
Shareholder Engagement
The Audit ＆ Supervisory Board
Independent External Directors
Strategic Shareholdings
Outline of Corporate Governance
Messages from External Directors
and External Audit ＆ Supervisory Board Members
Composition of Committees
General Meeting of Shareholders
The Board of Directors
The Nomination and Remuneration of Directors,
Audit ＆ Supervisory Board Members and Corporate Officers
Shareholder Dividends
FR Policy on Transactions between Related
Parties
Our Approach to Corporate Governance
Fast Retailing is more determined than ever to pursue business expansion and sustainability initiatives in tandem as part of our aim to become a global No.1 brand that is essential to daily living and trusted by all customers around the world based on our corporate statement: Changing clothes. Changing conventional wisdom. Change the world.
To achieve these aims, we are working hard to establish an effective corporate governance structure. The company's form of organization is a company with Board of Audit ＆ Supervisory Board Members system. To enhance the Board's independence and strengthen its surveillance ability, the majority of the directors on the Board are external directors. The company has introduced a corporate officer system designed to split management decision-making and business-execution functions, and facilitate fast management decisions and business implementation. In addition, Fast Retailing has established a variety of committees to complement the effective functioning of the Board, including the Human Resources, Sustainability, Disclosure, IT Investment, Code of Conduct, Business Ethics, Risk Management, Nomination and Remuneration Advisory, and Human Rights committees. Each committee encourages effective, open debate and decision-making to fulfill its designated purpose and responsibilities. This system is our way of responding to the needs and demands of our customers, business partners, shareholders and all other stakeholders.
As we continue to expand our global operations, Fast Retailing is focusing on compliance to ensure the proper implementation of solid internal control systems in each market in which we operate, strengthening our risk management frameworks, and ensuring firm management of confidential information and proper internal audit processes. We are also committed to strengthening our corporate governance by encouraging all employees to adhere to the Fast Retailing Group Code of Conduct governing employee conduct and take an annual online course to deepen understanding and compliance with the Code.
Outline of Corporate Governance (Year ended November 30, 2023)
| Form of Organization | Company with Audit ＆ Supervisory Board | |
| Chairman of the Board | Tadashi Yanai | |
| Number of Directors | 10, including 6 external directors | |
| Number of Audit ＆ Supervisory Board Members | 6, including 3 external Audit ＆ Supervisory Board Members | |
| Details of Board of Directors Meetings in Fiscal 2023 | Number of Meetings | 13 |
| Director Attendance*1 | 97.2% | |
| Audit ＆ Supervisory Board Member Attendance*2 | 97.4% | |
| Sample Agenda | Approval of the annual budget and corporate results, officer appointments, operational and new-store planning for our Global Brands segment, and our policy on financial planning and fund management, etc. | |
| Details of Audit ＆ Supervisory Board Meetings in Fiscal 2023 | Number of Meetings | 13 |
| Audit ＆ Supervisory Board Member Attendance*2 | 94.8％ | |
| Sample Agenda | Auditing policy, auditing planning, discussion with the Board of Directors, the current situation and issues at UNIQLO Japan, the current situation and issues in the production area, and the current situation and issues in the Sustainability Department, etc. | |
| Principal meetings Audit ＆ Supervisory Board Member attend | Board of Directors Meetings, Human Resources Committee, Sustainability Committee, Disclosure Committee, IT Investment Committee, Code of Conduct Committee, Business Ethics Committee, Risk Management Committee, Nomination and Remuneration Advisory Committee, Human Rights Committee | |
| Election of Independent Directors | 6 external directors and 3 external Audit ＆ Supervisory Board Members elected | |
| Determination of Individual Director Remuneration | Internal director remuneration consists of basic fixed remuneration and variable performance-related remuneration (both short and long-term) based on each director's performance, etc. The basic portion of internal director remuneration is calculated using a table of fixed compensation for individual internal directors according to his/her stipulated grade, which is based on an individual's job description, level of responsibility, past achievements, and degree of contribution to the company. Each director's grade is determined by the Board of Directors following discussion in the Nomination and Remuneration Advisory Committee. Performance-related remuneration (both short and long-term) is based on an evaluation of each director's performance during a specified period and calculated within the upper limit approved at the general shareholders' meeting. The Board delegates the function of determining director evaluations to company president and representative director Tadashi Yanai following discussion in the Nomination and Remuneration Advisory Committee. External director remuneration is determined by Board of Directors within the total amount for external director remuneration approved at the general shareholders' meeting. Fiscal 2023 compensation to the eleven directors totaled 819 million yen, including 87 million yen to external directors. | |
| Determination of Individual Audit ＆ Supervisory Board Member Remuneration | Overall limit determined at the general shareholders meeting. Individual compensation decided through mutual consultation between Audit ＆ Supervisory Board Members. Fiscal 2023 compensation to the five Audit ＆ Supervisory Board Members totaled 76 million yen, including 42 million yen to external Audit ＆ Supervisory Board Members. | |
| Independent Auditor | Deloitte Touche Tohmatsu LLC | |
*1. Average attendance of each director.
*2. Average attendance of each Audit ＆ Supervisory Board Member.
Corporate Governance at Fast Retailing (As of November 30, 2023)
Messages from External Directors and Extenal Audit ＆ Supervisory Board Members
-
Firmly Managing Global Risks, Finding Best Ways to Increase Corporate Value
I believe the best way to increase shareholder value is to prize capital market perspectives and objectively judge how these markets perceive Fast Retailing's corporate value ...
Nobumichi Hattori,
External Director -
Promoting Digital Consumer Retailing, Building Frameworks for the Next Phase
Fast Retailing is proceeding with its transformation into a digital consumer retailing company and accelerating its efforts to analyze data and acquire knowledge. Fast Retailing made ...
Masaaki Shintaku,
External Director -
Providing Valuable Frontline Information to Improve Management
During my career as senior manager, I believed that a company's frontline operations were paramount, and I still do. I make casual visits to stores and listen to ...
Naotake Ono,
External Director -
As Diversity Drives Growth, We Need Diverse Perspectives
As Fast Retailing's first female external director and the first director who is not a Japanese national, I strive to make proposals from diverse perspectives ...
Kathy Matsui,
External Director -
With an Eye on the Future, Suggesting the Best Steps Now
I intend to use my experience and expertise in construction to offer even better proposals and advice on how to build sustainable next-generation stores that ...
Joji Kurumado,
External Director -
Maximizing Growth Potential by Stressing Medium- and Long-term Perspectives
I have worked for many years in the food industry, so the idea of LifeWear as a daily necessity resonates with me. I have experience in the United States, Europe, and ...
Yutaka Kyoya,
External Director -
Offering Multifaceted Advice
It is important that the external Audit & Supervisory Board members of a swift, effective company such as Fast Retailing support the company's growth ...
Keiko Kaneko,
Audit & Supervisory Board Member -
Offer Candid Opinions on Diverse Issues
The stronger the opinion, the more attentively Mr. Yanai listens, so Audit & Supervisory Board Members and directors can always conduct open-minded discussions ...
Takao Kashitani,
Audit & Supervisory Board Member -
Supporting our mission to grow business in harmony with society
Fast Retailing's mission is to grow in harmony with society. Is the decisionmaking process appropriate? Is the company's economic and social value consistently ...
Masakatsu Mori,
Audit & Supervisory Board Member
Directors' expertise
Given our aspirations to become the world's No.1 brand as a digital consumer retailing company, Fast Retailing expects our directors to have a high level of knowledge and experience particularly in corporate management and global business. We also believe that any advice or recommendations based on knowledge and experience in the specialist fields of IT and digital, store opening and logistics, financial affairs, accounting, and finance will be useful to our business management. We have listed the specialist areas below to which we expect each director will make a special contribution. This list is by no means an exhaustive representation of our directors' expertise.
| Tadashi Yanai | : | Corporate Management, Global Business, Sustainability, IT & digital, Store Development, Logistics, Treasury, Accounting & Finance |
| Nobumichi Hattori | : | Corporate Management, Global Business, Sustainability, Treasury, Accounting & Finance |
| Masaaki Shintaku | : | Corporate Management, Global Business, Sustainability, IT & digital |
| Naotake Ono | : | Corporate Management, Global Business, Sustainability, Store Development, Logistics |
| Kathy Mitsuko Koll (Kathy Matsui) | : | Corporate Management, Global Business, Sustainability, Treasury, Accounting & Finance |
| Joji Kurumado | : | Corporate Management, Global Business, Sustainability, Store Development |
| Yutaka Kyoya | : | Corporate Management, Global Business, Sustainability, Logistics |
| Takeshi Okazaki | : | Corporate Management, Global Business, Sustainability, IT & digital, Treasury, Accounting & Finance |
| Kazumi Yanai | : | Corporate Management, Global Business, Sustainability |
| Koji Yanai | : | Corporate Management, Global Business, Sustainability |
Composition of Committees (As of January 1, 2024)
Note: The head of the Sustainability Department chairs the Sustainability and the Business Ethics Committees, the head of the Legal Department chairs the Code of Conduct Committee, and an external expert chairs the Human Rights Committee. External Director and Audit ＆ Supervisory Board Members offer opinions based on their individual areas of expertise.
Committees and Their Responsibilities
Human Resources Committee
The Human Resources Committee discusses important organizational changes and adjustments to human resource systems across the Group, and offers views and suggestions to the Board. The committee met five times in FY2023.
Sustainability Committee
Discusses and determines Fast Retailing's overall strategy on sustainability issues, environmental protection, social responsibility activities, human rights issues, and diversity. The committee is chaired by the internal director in charge of sustainability, and includes influential external experts, directors, Audit ＆ Supervisory Board Members, and executive officers among its members. The committee met four times in FY2023.
Disclosure Committee
The Disclosure committee, chaired by the individual in charge of disclosing information to the Tokyo Stock Exchange (TSE), boosts management transparency by "disclosing information that is timely, accurate, fair and easy to understand." The committee is responsible for timely disclosure to the TSE and the Stock Exchange of Hong Kong and voluntary disclosure of information that may materially impact investor and shareholder investment decisions. The committee met 12 times in FY2023.
IT Investment Committee
This committee debates and advises on the IT investments that will best achieve the Group's digital innovation targets, deliberating on the efficacy of individual investments, and checking whether IT investment budgets submitted by external specialist organizations are reasonable and appropriate. The committee is chaired by the company president, and includes influential external experts, external directors, and executive officers as members and advisors. The committee met three times in FY2023.
Code of Conduct Committee
The Code of Conduct Committee considers how best to resolve any violations of the Fast Retailing Group Code of Conduct (CoC), and make improvements. It advices on educating executives and employees about the CoC, and on operating the internal reporting system (hotline). The committee is chaired by the head of the Legal and Compliance Department and committee members include a lawyer serving in the capacity of an external Audit ＆ Supervisory Board Member. The committee met 12 times in FY2023.
Business Ethics Committee
This committee ensures the Group does not use an advantageous position to exert undue pressure on business counterparts such as partner factories and suppliers. The committee provides advice and counsel to departments based on external field inspections and partner company surveys. The committee is chaired by the head of the Sustainability Department. Audit ＆ Supervisory Board Members (including external Audit ＆ Supervisory Board Members), executive officers and others participate as committee members. The committee met 11 times in FY2023.
Risk Management Committee
To identify risks latent in business activities on a regular basis and to strengthen systems for detecting and managing material risks, this committee analyzes and assesses the extent of impact and frequency of risks on business, and prioritizes areas of highest potential risk in discussions of countermeasures to contain risk before it occurs or to mount a speedy response if the risk does occur. The committee is chaired by the Group CFO, and committee members include outside directors and executive officers. The committee met four times in FY2023.
Nomination and Remuneration Advisory Committee
With the aim of strengthening Fast Retailing governance, the committee discusses and advises the Board of Directors on important items relating to Fast Retailing corporate governance, such as the requirements and nomination policy regarding candidates for director and Audit ＆ Supervisory Board Member positions, the policy for determining director remuneration, requirements relating to the Company's chief executive officer, and smooth management succession planning. The committee is chaired by an external director nominated by the Board. All the Company's independent external directors and some of the external Audit ＆ Supervisory Board Members serve as committee members. We believe that Fast Retailing's corporate statement and corporate spirit represent vital sources of growth and that it is important to pass on those commitments and values. For that reason, the Company's representative director also serves on the committee. The committee met twice during FY2023, during which policies relating to the nomination of candidates for director and Audit & Supervisory Board member and the determination of remuneration for directors were discussed. All committee members attended both committee meetings.
Human Rights Committee
Chaired by an external professional, this committee debates and advises on the execution of human rights due diligence. The committee is responsible for ensuring human rights are upheld according to the 2018 Fast Retailing Group human rights policy. It provides various educational activities and advises business administration sections to ensure all business is conducted appropriately. As part of its counselling and supervisory responsibilities, the committee also investigates human rights violations and implements relief measures. The committee met six times in FY2023.
General Meeting of Shareholders
Fast Retailing views the annual general meeting of shareholders as a precious opportunity to talk directly with shareholders. We try to make the most of the meeting to fully explain the proposals on the agenda, the company's current operations, any issues that need to be addressed, and to respond to questions.
Our general meeting of shareholders is held towards the end of November each year at our corporate headquarters in Yamaguchi, Japan.
We send out a convocation notice for the general shareholders' meeting to our shareholders, and we also disclose the content of this notice in advance on the Fast Retailing website to ensure shareholders have time to consider the agenda. An English and Chinese translation of the convocation notice is also published on the website at least three weeks prior to the general shareholders' meeting.
Once concluded, we then disclose the minutes of the general shareholders' meeting on our website for the benefit of any shareholders who were unable to attend.
We pay close attention to any company proposal that was voted against by a considerable number of shareholders, even if the proposal was passed at the shareholders' meeting. The Board of Directors analyzes the cause and extent of any shareholder opposition and considers what action to take.
Shareholder Engagement
Fast Retailing has established a framework for constructive dialogue with shareholders outside the annual general shareholders meeting that enables shareholders and a broad range of other stakeholders to fully understand and appropriately evaluate our company.
1)
The departments responsible for communicating with shareholders, our Investor Relations, Public Relations, and Sustainability departments, hold regular discussions with our CEO and the officer in charge of handling information regarding the best means of communication, and any action required to facilitate that communication. That communication is aimed at both domestic and overseas shareholders and covers topics ranging from our most recent corporate performance and future outlook to our medium- to long-term business policy and the status of our sustainability activities.
2)
Our Disclosure Committee regularly investigates whether there is any significant company-related information that should be disclosed, in terms of both timely and voluntary disclosure. If so, that information is disclosed swiftly to the Tokyo Stock Exchange, the Hong Kong Stock Exchange, and via our corporate website.
3)
Fast Retailing employs a range of different media to encourage a deeper understanding among shareholders of our management strategy and business environment, such as publishing news releases on our website, transmitting live footage of our quarterly results announcement, and disclosing written information about our corporate results performance.
4)
We strive to help our shareholders gain a clear understanding of our operations by sending them publications, such as our business review, convocation notices for shareholder meetings, and a copy of our integrated report in Japanese or English. We also disclose these documents on our website.
5)
We proactively share opinions offered by our shareholders by reporting them to senior management meeting, relevant departments, and other feedback forums.
6)
As part of our investor relations (public relations for investors and shareholders) activities, we determine IR policy and strive to disclose information accurately, fairly and swiftly, and also ensure the thorough management of insider information. Each quarter, we impose a quiet period during which we do not conduct any IR activities from the day after the end of each quarter through to the day of the announcement of that quarter's business results.
We disclose details of our IR policy on our website:
https://www.fastretailing.com/eng/ir/policy/.
The Board of Directors
(1) The Role of the Board of Directors
The Board of Directors shall discuss and determine matters that require resolution by the Board according to laws, regulations, and the company's articles of incorporation as well as important management matters at Board meetings, and ensure any discussions progress in accordance with those Board regulations and other internal rules. In order to strengthen its corporate governance system, Fast Retailing operates a delegated authority, in which the representative director and the Board delegates discretion over the execution of business administration to corporate officers. The authority to determine and -implement individual executive matters or matters that do not require Board approval is delegated to the appointed corporate officer in accordance with internal stipulations. Fast Retailing also has separate governance committees which support the decision-making duties of the Board.
(2) The Structure of the Board of Directors
To ensure substantive and lively discussion in Board meetings, as well as appropriate and swift decision-making, Fast Retailing believes it is best to have between three and ten directors on its Board. Our Board consists of a good balance of both internal and external experts with specialist expertise and knowledge in various areas that are vital to Fast Retailing's corporate strategy. We disclose details about Fast Retailing directors and Audit ＆ Supervisory Board Members who also serve on the boards of other listed companies, both on our website and in the reference materials accompanying convocation notices for annual general shareholders' meetings. Our directors and Audit ＆ Supervisory Board Members work hard to ensure they have the information they need to effectively fulfill their duties. In addition, the relevant officer in charge provides information to directors and Audit ＆ Supervisory Board Members on important operational issues, finance matters and organizational management. To promote a better understanding among Board members of Fast Retailing Group operations and management principles, Fast Retailing provides opportunities for directors and Audit ＆ Supervisory Board Members to visit the virtual store in the Ariake head office and the Ariake warehouse and to participate in the semi-annual FR Convention.
(3) Meetings of the Board of Directors
In principle, the Board of Directors meets once a month. The annual meeting schedule is determined in advance to ensure that the greatest number of directors and Audit ＆ Supervisory Board Members can attend. The agenda and any relevant material are sent to directors and Audit ＆ Supervisory Board Members two working days prior to the Board meeting to encourage a lively discussion in the meeting.
Once a year, Fast Retailing asks each individual Board member and Audit ＆ Supervisory Board Member to fill in a questionnaire regarding the effectiveness of the Board. The FY2023 survey results showed that the company received respectable evaluations from each Board member and Audit ＆ Supervisory Board Member regarding our efforts in each evaluation category. Specifically, some respondents pinpointed certain improvements in the way information is provided to external directors and the way the agenda for Board meetings is determined. However, respondents pointed out some outstanding issues regarding the timing of notification and distribution of Board meeting agendas and related materials and the content and means of conveying materials and verbal explanations. Some respondents also expressed the opinion that the diversity of Board members should be subject to further discussion. The survey responses and suggestions were shared among all Board members and Audit ＆ Supervisory Board Members and vigorously discussed in a subsequent Board meeting. Fast Retailing will consider how to further improve the effectiveness of the Board based on the content of the discussions.
Audit ＆ Supervisory Board
Audit ＆ Supervisory Board attend all Board of Directors' meetings and audit the execution of company management. Fast Retailing's Audit ＆ Supervisory Board, which consists of three full-time Audit ＆ Supervisory Board Members and three external Audit ＆ Supervisory Board Members, receives regular and ad hoc reports on important auditing-related matters from the Internal Auditing Department and the accounting auditor, conducts thorough discussions, and maintains strong communication links at all times.
Items discussed in the Audit ＆ Supervisory Board include current status and issues relating to the Sustainability Department, the Human Rights Committee annual activity report, the current status and issues relating to the Finance Department and current status and issues relating to FR-MIC (Training Department).
The duties of full-time Audit ＆ Supervisory Board Members also include conducting timely onsite inspections of stores run by major operating companies, attending auditing meetings at stores inside and outside Japan, and attending regular and extraordinary Board meetings of subsidiary companies and other important meetings.
The Nomination and Remuneration of Directors, Audit ＆ Supervisory Board Members and Executive Officers
(1) Nomination of directors, Audit ＆ Supervisory Board Members, and executive officers
At Fast Retailing, the Board of Directors nominates new director candidates following deep discussion in the Nomination and Remuneration Advisory Committee, which is chaired by an external director and on which all external directors serve. The Board of Directors also nominates all new Audit ＆ Supervisory Board Member candidates following debate in the Nomination and Remuneration Committee and with the agreement of the Audit ＆ Supervisory Board. Candidates for the Board of Directors and the Audit ＆ Supervisory Board Members are selected according to whether they have sufficient specialist expertise and experience in finance, accounting, legal affairs or other areas to fulfill their duties. The Board makes decisions regarding the appointment or dismissal of executive officers after considering a range of factors, including a candidate's appropriateness, knowledge, experience, and specialist expertise, and following deliberations in the Human Resources Committee. The Board makes decisions regarding the appointment or reappointment of the CEO or other executive officers after considering candidates' appropriateness, knowledge, experience, and specialist skills, and consulting with the Human Resources Committee. The Board of Directors is made up of a good balance of members with international experience or with specialist knowledge, expertise or aptitude in the areas most required to fulfill our management strategy, without reference to members' age, gender, or origin from inside or outside the company. The Board of Directors proposes candidates for director and Audit ＆ Supervisory Board Member positions at the general meeting of shareholders and list its reasons for selecting specific candidates in both the governance report and the convocation notice.
Fast Retailing views the Group's human resource strategy and planning, including CEO succession planning, as an important management issue, and consistently discusses human resource topics in its Board of Directors' meetings. With particular reference to the selection of a successor to the current CEO, the Nomination and Remuneration Advisory Committee, of which all our external directors are members, discusses a range of matters including the qualifications and attributes of potential successor candidates, the planning of succession training, and the timing of any transfer of authority. The content of these discussions in the Nomination and Remuneration Advisory Committee is reported to the Board when necessary and the Board supervises the overall process. Once this process has been completed, the Board of Directors will ultimately select a successor to the CEO based on the discussions in the Nomination and Remuneration Advisory Committee.
(2) Remuneration, etc. of directors, Audit ＆ Supervisory Board Members, and executive officers
The 60th general meeting of shareholders held on November 25, 2021 approved an overall annual limit for directors' remuneration of 2 billion yen, which includes annual remuneration for external directors up to 200 million yen but does not include the salaries of any employees who also serve as directors). Remuneration for internal directors (all directors who are not external directors) is made up of a fixed basic compensation and a performance-related element that depends on each director's individual performance and achievements. The performance-related portion of internal director remuneration comprises a short-term and a long-term performance element, both of which are calculated based on an evaluation of each internal director's achievements over a said period and in accordance with predetermined compensation tables. Once the performance-related remuneration for each individual internal director has been calculated using to the aforementioned method, the company president and representative director Tadashi Yanai, who has been delegated by the Board, will make an ultimate decision on individual director remuneration following discussions in the Nomination and Remuneration Advisory Committee and within the confines of the upper overall remuneration limit approved at the general meeting of shareholders.
External director remuneration is fixed at an annual sum of 15 million yen per director. That fixed sum is determined by the Board of Directors within the overall limit approved at the general shareholders meeting.
The Board of Directors delegates the determination of individual director remuneration, etc. to Company President, CEO and Chairman Tadashi Yanai. That delegation is based upon the judgement that President, CEO and Chairman Tadashi Yanai is the appropriate person for evaluating the duties of each director while maintaining a comprehensive view of the Company's overall performance. We believe that authority is appropriately exercised when determining remuneration etc. for individual directors given the fact that all decisions are made following discussions in the Nomination and Remuneration Advisory Committee, upon which all our external directors serve.
The 42nd general meeting of shareholders held on November 26, 2003 approved an overall annual limit for Audit ＆ Supervisory Board Members' remuneration of 100 million yen. The Audit ＆ Supervisory Board apportions that total among Audit ＆ Supervisory Board Members by mutual consultation.
Executive officers are evaluated based on their duties, responsibilities, performance and contribution, and are remunerated according to internal criteria for the Fast Retailing Group determined by the Board of Directors.
（3）Approach to Succession Planning for CEO and Other Executive Officers
Fast Retailing views CEO succession planning as a key management issue and is always working to develop future managers. Each future management candidate is assigned to an important position so that they can acquire the qualities expected of a Fast Retailing manager through practical experience. Fast Retailing founder, chairman and president Tadashi Yanai devotes a considerable amount of time to nurturing the Group's senior executive officers. Many of the Group's senior executive officers joined the company out of school and have amassed 20 to 30 years of experience. Working their way up from the front line in our stores, these individuals have a thorough understanding of Fast Retailing's management philosophy, business principles, spiritual strength and commitment to truth, goodness and beauty. Fast Retailing Group senior executive officers already manage individual Group businesses and the company has established a firm team management system.
The next CEO will be appointed at an appropriate time from among the Fast Retailing Group's team of senior executive officers. The current chairman and president, Tadashi Yanai, suggests draft proposals and debates and determines agenda items in the Board of Directors based on discussions undertaken by the Nomination and Remuneration Advisory Committee.
Independent External Directors
Six of the ten members of the Fast Retailing Board are external directors and all six external directors are registered as independent officers at the Tokyo Stock Exchange.
In addition to the independence criteria set by the Tokyo Stock Exchange, Fast Retailing has set the following independence standards and qualifications for external directors and statutory auditors:
A person shall not qualify as an independent director or statutory auditor of Fast Retailing, if:
(1) he/she is, or has been within the past three years, a Business Partner*1 or an Executive Officer*2 of a Business Partner*2 of the Fast Retailing Group, whose annual business dealings with Fast Retailing Group during the most recent business year constituted 2% or more of the Fast Retailing Group's consolidated revenue;
(2) he/she is, or has been within the past three years, a Business Partner*1 of the Fast Retailing Group or an Executive Officer of a Business Partner*2 of Fast Retailing, whose annual business dealings with the Fast Retailing Group during the most recent business year constituted 2% or more of the Business Partner's consolidated revenue;
(3) he/she is a consultant, an accountant or an attorney who receives, or has received over the past three years, any monies or property equivalent to 10 million yen or more from the Fast Retailing Group, except for remuneration for a director or a statutory auditor; or
(4) he/she is, or has been over the past three years, a partner, an associate or an employee of an accounting auditor of Fast Retailing or its subsidiaries.
- *1
- "Business Partner" includes law firms, auditing firms, tax accounting firms, consultants and any other organizations.
- *2
- "Executive Officer" means (i) for corporations, Executive Directors (as defined in the Companies Act of Japan), Executive Officers (shikko-yaku, as defined in the Companies Act of Japan), corporate officers and employees, and (ii) for non-corporate entities (including general incorporated associations (shadan-hojin), general incorporated foundations (zaidan-hojin), and partnerships), directors with executive functions, officers, partners, associates, staff and other employees.
Shareholder Dividends
In recognition of the fact that returning profits to shareholders is one of our most important management issues, our basic policy is to constantly improve our business performance and consistently allocate appropriate returns to shareholders in accordance with that business performance. In terms of shareholder dividends, our policy is to pay high dividends that closely reflect business performance after considering the funds required to expand Group operations and increase profits, and our financial soundness.
Stance on Strategic Shareholdings
As a general policy, the Fast Retailing Group does not maintain strategic shareholdings (listed shares), and the company does not hold any such shares at this point in time. Regarding the acquisition or maintenance of strategic shareholdings (listed shares), the Board of Directors verifies both quantitative aspects, such as whether the dividends and related income from individual stocks are commensurate with the weighted average cost of capital (WACC), and qualitative aspects, such as whether the holding contributes to the establishment or strengthening of medium to long-term relationships, and then makes a comprehensive judgement on the necessity and significance of each holding.
FR Policy on Transactions between Related Parties
If Fast Retailing wants to conduct business transactions with directors or major shareholders of related businesses, it would apply to the Board of Directors. The Board, which includes a majority of external directors, would then discuss the business and operational rationale behind the intended transaction, and consider whether the business conditions were reasonable before making a decision.
