Last Updated: 2023.03.16
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Our Approach to Corporate Governance
Corporate Governance at Fast Retailing
Directors' expertise
Committees and Their Responsibilities
Shareholder Engagement
The Board of Statutory Auditors
Independent External Directors
Strategic Shareholdings
Outline of Corporate Governance
Messages from External Directors
and External Statutory Auditors
Composition of Committees
General Meeting of Shareholders
The Board of Directors
The Nomination and Remuneration of Directors,
Statutory Auditors 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 based on our corporate statement: Changing clothes. Changing conventional wisdom. Change the world. We are currently focusing that quest on (1) creating customer-inspired products, (2) accelerating new stores openings around the world, (3) creating a shopping experience that combines the very best of our physical stores and e-commerce operations, and (4) helping to solve various environment and social issues.
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 Statutory Auditors. 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 26, 2021)
| Form of Organization | Company with Board of Statutory Auditors | |
| Chairperson of the Board | Tadashi Yanai | |
| Number of Directors | 10, including 6 external directors | |
| Number of Statutory Auditors | 5, including 3 external statutory auditors | |
| Details of Board of Directors Meetings in Fiscal 2022 | Number of Meetings | 13 |
| Director Attendance*1 | 100% | |
| Statutory Auditor Attendance*2 | 100% | |
| 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 Board Statutory of Auditors Meetings in Fiscal 2022 | Number of Meetings | 14 |
| Statutory Auditor Attendance*2 | 100％ | |
| 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. | |
| Main Meetings Requiring Statutory Auditor Attendance | 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 statutory auditors 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 2021 compensation to the nine directors totaled 662 million yen, including 50 million yen to external directors. | |
| Determination of Individual Statutory Auditor Remuneration | Overall limit determined at the general shareholders meeting. Individual compensation decided through mutual consultation between statutory auditors. Fiscal 2022 compensation to the six statutory auditors totaled 76 million yen, including 40 million yen to external statutory auditors. | |
| Independent Auditor | Deloitte Touche Tohmatsu LLC | |
*1. Average attendance of each director.
*2. Average attendance of each statutory auditor.
Corporate Governance at Fast Retailing (As of November 25, 2022)
Messages from External Directors and Extenal Statutory Auditors
-
Manage Global Risks, Support Best Practices for Increasing Corporate Value
I believe the best way to increase shareholder value is to objectively judge how capital markets perceive Fast Retailing's corporate value ...
Nobumichi Hattori,
External Director -
Promote Digital Consumer Retailing, Support Further Advancement
We invested efficiently in transforming the IT systems that now support Fast Retailing operations, earning us a strong reputation ...
Masaaki Shintaku,
External Director -
Emphasize Useful Information from the Front Line
As a senior manager, I believed front-line operations were important, and I still do. By visiting stores, listening to front-line opinions ...
Naotake Ono,
External Director -
Leverage Growth-driving Diversity, Create New Role Models
As Fast Retailing's first female external director and first director who is not a Japanese national, I can offer a variety of different ideas ...
Kathy Matsui,
External Director -
Draw Future Scenarios and Promote Innovation
My experience in the construction industry has taught me to take environmental action now without delay. Why? Because buildings are ...
Joji Kurumado,
External Director -
Maximize FR's Growth Potential by Emphasizing Medium/Long-term Perspectives
I have worked for many years in the food industry, and so the idea of LifeWear as a daily necessity resonates with me. I worked for ...
Yutaka Kyoya,
External Director -
Offering Multifaceted Advice
It is important that the external statutory auditors of a swift, effective company such as Fast Retailing support the company's growth ...
Keiko Kaneko,
External Statutory Auditor -
Offer Candid Opinions on Diverse Issues
The harsher the opinion, the more attentively President Yanai listens, so auditors and directors can freely conduct open-minded discussions ...
Takao Kashitani,
External Statutory Auditor -
Supporting our mission to grow business in harmony with society
Fast Retailing's mission is to grow in harmony with society. Is the decision-making process appropriate? Is the company's economic ...
Masakatsu Mori,
External Statutory Auditor
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 November 25, 2022)
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 Statutory Auditors 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 three times in FY2022.
Sustainability Committee
Discusses and determines Fast Retailing's overall strategy on sustainability issues, environmental protection, social responsibility activities, human rights issues, and diversity. he committee is chaired by the internal director in charge of sustainability, and includes influential external experts, directors, statutory auditors, and executive officers among its members. The committee met three times in FY2022.
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 FY2022.
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 9 times in FY2022.
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 statutory auditor. The committee met 13 times in FY2022.
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. Statutory auditors (including external statutory auditors), executive officers and others participate as committee members. The committee met 12 times in FY2022.
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 FY2022.
Nomination and Remuneration Advisory Committee
This discretionary committee discusses important items relating to Fast Retailing corporate governance, such as the requirements and nomination policy regarding candidates for director and statutory auditor positions, the policy for determining director remuneration, requirements relating to the company's chief executive officer, and smooth management succession planning, and advises the Board of Directors based on these discussions. The committee is chaired by an external director appointed by the Board. All independent external directors and some independent statutory auditors serve as committee members. We believe it is important to pass on Fast Retailing's corporate philosophy and spirit as key sources of corporate growth, so the company president and representative director also serves on the committee. The committee met twice in FY2022.
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 five times in FY2022.
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.
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 auditors 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 auditors ensure they have the necessary information to fulfill their duties effectively by regularly obtaining information from lawyers and external specialists about the latest laws, rules and regulations. In addition, the relevant officer in charge provides information to directors and statutory auditors on important operational issues, finance matters and organizational management. To promote a better understanding among board members of Fast Retailing's Group operations and management principles, Fast Retailing provides opportunities for directors and statutory auditors to visit stores and factories both inside and outside of Japan 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 statutory auditors can attend. The agenda and any relevant material are sent to directors and statutory auditors 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 statutory auditor to fill in a questionnaire regarding the effectiveness of the Board. The FY2022 survey results showed that the company received respectable evaluations from each Board member and statutory auditor regarding our efforts in each evaluation category. However, respondents pointed out some outstanding issues regarding the timing of notification and distribution of Board meeting agendas and related materials, the content and means of conveying materials and verbal explanations, and the provision of information to external directors. Some directors 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 statutory auditors and vigorously discussed in a subsequent Board meeting. Specifically, that discussion centered around the ideal format that the Board of Directors should take from a diversity perspective. The Board also confirmed that it would continue to implement improvements concerning the timing of distribution and the content of agenda items and related materials.
The Board of Statutory Auditors
The Board of Statutory Auditors discusses reports presented by the accounting auditor around the time of Fast Retailing's quarterly business results. These reports outline the company's auditing processes and how well they are being implemented. The Board of Statutory Auditors maintains strong communication links with Fast Retailing's Internal Auditing Department at all times. The Internal Auditing Department submits regular and ad hoc reports to the Board of Statutory Auditors on auditing plans and frameworks, and auditing at Group companies.
Fast Retailing's Board of Statutory Auditors consists of five members; three external statutory auditors and two internal statutory auditors (none of whom have the right to execute business affairs). This balance of external and internal members helps ensure effective auditing, guaranteeing both independence and strong information gathering capability. (none of whom have the right to execute business affairs)
The Nomination and Remuneration of Directors, Statutory Auditors and Executive Officers
(1) Nomination of directors, statutory auditors, 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 statutory auditor candidates following debate in the Nomination and Remuneration Committee and with the agreement of the Board of Statutory Auditors. Candidates for the Board of Directors and the Board of Statutory Auditors 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 statutory auditor 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, statutory auditors, 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.
As stated above, the Board of Directors delegates the authority to determine the specific remuneration amounts, etc. for individual internal directors to the company president and representative director Tadashi Yanai. However, we supervise this process to ensure any authority is appropriately exercised by requiring decisions relating to the deciding of remuneration amounts, etc. for individual directors to be discussed in the Nomination and Remuneration Advisory Committee, which is served by all external directors and some other members, and the content of those decisions to be reported to the Board of Directors.
The 42nd general meeting of shareholders held on November 26, 2003 approved an overall annual limit for statutory auditors' remuneration of 100 million yen. The Board of Statutory Auditors apportions that total among statutory auditors 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.
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.
Strategic Shareholdings
As a general policy, the Fast Retailing Group does not maintain strategic shareholdings, but in certain cases may own the smallest shareholding required. Each year, the Board of Directors verifies both quantitative aspects of any strategic shareholdings (listed shares) that we continue to hold, 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 significance of each holding. As a result of this verification process, we are proceeding to sell shares in companies where we have confirmed a certain business relationship has already been established.
As for exercising voting rights linked to strategic shareholdings, Fast Retailing would first evaluate a specific proposal by considering whether it is likely to boost shareholder value or not, and would not approve the proposal if it was likely to adversely affect shareholder value.
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.
