Directors, Audit & Supervisory Board Members and Executive Officers Hiromitsu Kuramoto Kenji Mizushima Toru Kamiyama Hitoshi Sakurada Akio Futami Hidetoshi Nakanishi Toshiyuki Kimura Makoto Satani Yasuhiko Ueda Setsuko Egami Hiroshi Toda Hideo Egawa Chairman and Representative Director President and Representative Director Director Audit & Supervisory Board Member (Full-Time) Director Audit & Supervisory Board Member (Full-Time) Director Outside Audit & Supervisory Board Member (Part-Time) Independent Auditor Director Outside Audit & Supervisory Board Member (Part-Time) Independent Auditor Outside Director (Part-Time) Independent Director Outside Director (Part-Time) Independent Director Directors Audit & Supervisory Board Members 2017 Annual Report 21 ESG / Sustainability Company Data Financial Information Our Strategy Business Overview President’s Message
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Directors, Audit & Supervisory Board Members and Executive Officers
Hiromitsu Kuramoto
Kenji Mizushima
Toru Kamiyama
Hitoshi Sakurada
Akio Futami
HidetoshiNakanishi
Toshiyuki Kimura
Makoto Satani
Yasuhiko Ueda
Setsuko Egami
Hiroshi Toda
Hideo Egawa
Chairman and Representative Director
President and Representative Director
Director
Audit & Supervisory Board Member (Full-Time)
Director
Audit & Supervisory Board Member (Full-Time)
Director
Outside Audit & Supervisory Board Member (Part-Time) Independent Auditor
Director
Outside Audit & Supervisory Board Member (Part-Time) Independent Auditor
Outside Director(Part-Time)Independent Director
Outside Director(Part-Time)Independent Director
Directors
Audit &Supervisory Board Members
2017 Annual Report 21 2017 Annual Report 22
ESG /Sustainability
CompanyData
FinancialInformation
OurStrategy
BusinessOverview
President’sMessage
Appointment Name Management Area
Chairman and Representative Director
Hiromitsu Kuramoto
President and Representative Director
Kenji Mizushima
Director Toru Kamiyama Transform 2025 Chamber, Global BPM Department, Information Business System Department, Business Development & Planning Department 1, Business Development & Planning Department 2, Global Air Freight Business Department, Air Freight Forwarding Department, Global Ocean Freight Business Department, Ocean Freight Forwarding Department, Contract Logistics & Transport Department Corporate Officer of Nippon Yusen Kabushiki Kaisha
Director Akio Futami Accounting Department, Finance Department, Corporate Communication Department, Corporate Planning Department, Corporate Investment Chamber
Director Toshiyuki Kimura Operation Administration Department, Customs Clearance Control Chamber, Chief Regional Officer of Japan Region (Japan Region Reform Promotion Division, East Japan Export Sales Division, East Japan Import Sales Division, Central Japan Sales Division, West Japan Sales Division, Contract Logistics Sales Division)
Director Yasuhiko Ueda Internal Audit Chamber, Legal Affairs Department, General Affairs Department, Human Resources Department
Outside Director(Part-Time) Independent Director
Hiroshi Toda
Outside Director(Part-Time) Independent Director
Hideo Egawa
Appointment Name
Audit & Supervisory Board Member (Full-Time)
Hitoshi Sakurada
Audit & Supervisory Board Member (Full-Time)
Hidetoshi Nakanishi
Outside Audit & Supervisory Board Member (Part-Time) Independent Auditor
Makoto Satani
Outside Audit & Supervisory Board Member (Part-Time) Independent Auditor
Setsuko Egami
Directors
Audit &Supervisory Board Members
2017 Annual Report 22
ESG /Sustainability
CompanyData
FinancialInformation
OurStrategy
BusinessOverview
President’sMessage
Appointment Name Management Area
President Kenji Mizushima
Senior Managing Executive Officer
Shoji Murakami Chief Regional Officer of Europe Region,Managing Director of Yusen Logistics (Europe) B.V.
Senior Managing Executive Officer
Toru Kamiyama Global BPM Department, Information Business System Department, Business Development & Planning Department 1, Business Development & Planning Department 2, Global Air Freight Business Department, Air Freight Forwarding Department, Global Ocean Freight Business Department, Ocean Freight Forwarding Department, Contract Logistics & Transport Department In charge of Transform 2025 Chamber Corporate Officer of Nippon Yusen Kabushiki Kaisha
Managing Executive Officer Akio Futami Accounting Department, Finance Department, Corporate Planning Department, Corporate Investment Chamber Assists Contract Logistics & Transport DepartmentIn charge of Corporate Communication Department
Managing Executive Officer Toshiyuki Kimura Central Japan Sales Division, West Japan Sales DivisionIn charge of Operation Administration Department, Customs Clearance Control Chamber, Chief Regional Officer of Japan Region (Japan Region Reform Promotion Division (General Manager), East Japan Export Sales Division, East Japan Import Sales Division, Contract Logistics Sales Division)
Managing Executive Officer Yasuhiko Ueda Internal Audit Chamber, Legal Affairs Department, General Affairs DepartmentIn charge of Human Resources Department
Managing Executive Officer Kunihiko Miyoshi Chief Regional Officer of Americas RegionPresident of Yusen Logistics (Americas) Inc.
Executive Officer Minoru Futonaka In charge of Global BPM Department (General Manager), Global Air Freight Business Department, Air Freight Forwarding Department, Global Ocean Freight Business Department, Ocean Freight Forwarding Department
Executive Officer Masayuki Yokoyama In charge of Corporate Planning Department, Corporate Investment Chamber
Executive Officer Toshio Kawashima In charge of Business Development & Planning Department 1, Business Development & Planning Department 2, Contract Logistics & Transport Department
Executive Officer Lee Check Poh Chief Regional Officer of South Asia & Oceania RegionChairman of Yusen Logistics (Singapore) Pte. Ltd.
Executive Officer Yasumasa Chudo In charge of Central Japan Sales Division (General Manager)
Executive Officer Yoshiaki Shirata In charge of Accounting Department, Finance Department (General Manager)
Executive Officer Michiyo Ono In charge of West Japan Sales Division (General Manager)
Executive Officer Misao Kondo In charge of General Affairs Department (General Manager)
Executive Officer Satoshi Watanabe In charge of Internal Audit Chamber, Legal Affairs Department (General Manager)Chief Compliance Officer (CCO)
Executive Officer Hiroyuki Katayama In charge of Information Business System Department
Executive Officer Seiji Yuzen Chief Regional Officer of East Asia Region, Chairman of Yusen Logistics (China) Co., Ltd.
Executive Officer Shiro Oyasu Executive Officer of TRANSCONTAINER LIMITED
Executive Officers
2017 Annual Report 23
ESG /Sustainability
CompanyData
FinancialInformation
OurStrategy
BusinessOverview
President’sMessage
Yusen Logistics does not set up a dedicated organization to
support the operations of Outside Directors and Outside Audit &
Supervisory Board Members, but has a support system in which
the Support Office for the Board of Directors gives explanations
about proposals to the Board of Directors to Outside Directors
and Outside Audit & Supervisory Board Members in advance.
Yusen Logistics has developed a support system to provide
additional explanations to Outside Audit & Supervisory Board
Members by full-time members as required.
Corporate Governance
Based on the interests of its stakeholders, which include
shareholders, customers, employees, business partners,
creditors and local communities in Japan and overseas, Yusen
Logistics strives to meet the trust placed in it by these diverse
stakeholders, drive sustainable growth, and enhance corporate
value. This is carried out based on a recognition of the
importance of establishing and creating a corporate governance
system that encourages speedy and strong-minded decision-
making, in addition to ensuring transparency in management
and strengthening management supervision functions.
Yusen Logistics recognizes responding to Japan’s Corporate
Governance Code that went into force in June 2015 as an
important challenge and is implementing initiatives to enhance
its corporate governance framework in line with five basic
principles. To this end, we formulated our Corporate
General Meeting of ShareholdersAppointment,Dismissal
AppointmentDismissal,
Appointment,Dismissal
Board of Directors(Chairperson: Chairman)
Compliance Committee
Internal Audit Chamber
InvestmentExamination Committee
Audit &Supervisory Board
(Kansayaku-Kai)
AccountingAuditor
Full-Time Members (2)Part-Time,
Outside Members (2)
Personal InformationProtection Committee
Board of Directors
Accounting Audit
Audit
Audit
Reports
Reports
Organization ofBusiness Operations
President andRepresentative Director
YLK
YLK Group Companies
Appointment, Dismissal, Supervision
Cooperation Cooperation
Cooperation
ContactsContacts
Des
igna
tion
/ Re
mun
erat
ion
Coun
cil
Ope
ratio
nal
Audi
tD
irec
tion,
Su
perv
isio
n
Directors (6)Outside Directors (2)
conjunction with the accounting auditor and Internal Audit
Chamber. This structure is deemed to be effective as Yusen
Logistics’ current auditing framework.
2017 Annual Report 25
ESG /Sustainability
CompanyData
FinancialInformation
OurStrategy
BusinessOverview
President’sMessage
Total Amount of Remuneration Paid to Directors and Audit & Supervisory Board Members
Attendance at Board of Directors meetings and Audit & Supervisory Board meetings of Outside Directors and Outside Audit & Supervisory Board Members
Hiroshi Toda, Outside Director
Mr. Hiroshi Toda attended 14 out of the 14 Board of Directors meetings held in FY2016. He provides beneficial opinions on management decisions made by the Board of Directors primarily regarding proposals for the overall investment with his expert knowledge of financial markets gained in a securities firm, and also with considerable experience and insight as a corporate executive over the years.
Hideo Egawa, Outside Director
Mr. Hideo Egawa attended 14 out of the 14 Board of Directors meetings held in FY2016. He contributes to the vitalization of the Board of Directors meetings to provide advice and recommendations regarding resolutions related to Yusen Logistics’ overseas development with his extensive knowledge cultivated in overseas strategy at engineering and manufacturing companies.
Makoto Satani, Outside Audit & Supervisory Board Member
Mr. Makoto Satani attended 13 out of the 14 Board of Directors meetings and 14 out of the 14 Audit & Supervisory Board meetings held in FY2016. He provides opinions that enrich discussions in the Board of Directors meetings from a supervisory position of management based on his extensive experience related to international business as well as broad and in-depth knowledge shaped during his time as a corporate executive. He also makes timely queries at the Audit & Supervisory Board meetings from a managerial perspective and exchanges opinions regarding audits.
Setsuko Egami, Outside Audit & Supervisory Board Member
Ms. Setsuko Egami attended 12 out of the 14 Board of Directors meetings and 12 out of the 14 Audit & Supervisory Board meetings held in FY2016. She actively provides opinions at Board of Directors meetings that leverage her extensive experience as a specialist in such areas as human resource development, corporate strategy and marketing strategy. She also makes timely queries at the Audit & Supervisory Board meetings from a technical perspective based on her experience and exchanges opinions regarding audits.
Position Number of recipients* Amount of payment (Millions of Yen)
Directors 10 246
(Of whom, outside directors) (2) (23)
Audit & Supervisory Board members
4 67
(Of whom, outside members) (2) (23)
Total 14 313
(Of whom, outside officers) (4) (46)
* Number of recipients includes a Director and Audit & Supervisory Board member who resigned on June 2016.
(From April 1, 2016 to March 31, 2017)
Reasons for Selecting Outside Directors and Outside Audit & Supervisory Board Members
Hiroshi Toda,Outside Director
Mr. Hiroshi Toda has been involved with numerous important decisions as a manager utilizing his expertise and considerable experience accumulated in the bond and financial markets and financial investment strategies over the years. He has fulfilled his role properly from an objective and independent standpoint with regard to business execution as an Outside Director of Yusen Logistics with his considerable international experience through diplomatic activities as Ambassador Extraordinary and Plenipotentiary, and it has been deemed that he would contribute to further enhance the functions of management supervision and monitoring. He satisfies the criteria for independence stipulated in Article 14 - 2 of Yusen Logistics’ Corporate Governance Principles, and there is no concern of a conflict of interest with general shareholders.
Hideo Egawa,Outside Director
Mr. Hideo Egawa has a wealth of experience in overseas strategy and the aerospace industry cultivated over a long period, along with keen insight regarding corporate management. Yusen Logistics has determined that he will draw upon these qualities in its overall management. In addition, it is expected that he will continue to execute his duties as an Outside Director in an appropriate manner by providing accurate advice regarding management from a broad perspective and demonstrating a high level of supervisory competence and objectivity from an independent standpoint. He was involved in business execution at Mitsubishi Aircraft Corporation until March 2015. He is currently a member of Mitsubishi Heavy Industries, Ltd., but is no longer involved in business execution at this company. He satisfies the criteria for independence stipulated in Article 14 - 2 of Yusen Logistics’ Corporate Governance Principles, and he fulfills his role as an Independent Director to protect the joint interests of shareholders from a standpoint independent from Management and major shareholders.
Makoto Satani,Outside Audit & Supervisory Board Member
Mr. Makoto Satani was part of the management team at Nippon Oil Corporation (currently JXTG Nippon Oil & Energy Corporation) for many years. Yusen Logistics expects him to provide appropriate advice on matters such as the surveillance of company management based on his broad and in-depth knowledge and extensive experience gained as a corporate manager over the years. In addition, he has been designated as an Independent Director since he fulfills the requirements for an Independent Director as stipulated by the Tokyo Stock Exchange, Inc. and there is no concern of a conflict of interest with general shareholders. He is currently also a councilor of Nippon Kaiji Kyokai (ClassNK). Yusen Logistics does not have any business connections or conflicts of interest with this organization.
Setsuko Egami, Outside Audit & Supervisory Board Member
Ms. Setsuko Egami has engaged in a variety of efforts in industry, including corporate strategies, marketing strategies and human resource development. Yusen Logistics expects her to provide effective surveillance of company management and appropriate advice by utilizing her broad and extensive experience. Furthermore, she has been designated as an Independent Director since she fulfills the requirements for an Independent Director as stipulated by the Tokyo Stock Exchange, Inc. and there is no concern of a conflict of interest with general shareholders. She is currently also a professor at Musashi University, a professor at the Graduate School of Musashi University and an Outside Director at Mitsubishi Estate Co., Ltd. Yusen Logistics does not have any particular connection with any of these organizations.
2017 Annual Report 26
ESG /Sustainability
CompanyData
FinancialInformation
OurStrategy
BusinessOverview
President’sMessage
Yusen Logistics has expressed standards and policy related to
independence from Yusen Logistics for selecting outside
directors and outside Audit & Supervisory Board members in
Article 14 of its Corporate Governance Principles. Candidates
shall be designated based on a comprehensive judgment that
they possess extensive knowledge and experience as managers,
expert knowledge and experience of financial, accounting and
legal affairs and so on, independent from the Yusen Logistics
Group, and are capable of ensuring sufficient time for advice to
and supervision of Yusen Logistics businesses, as well as in full
consideration of diversity of the Board of Directors.
Outside directors attend Board of Directors meetings and outside
Audit & Supervisory Board members attend Audit & Supervisory
Board meetings and Board of Directors meetings to provide
opinions from a neutral and objective viewpoint based on
knowledge amassed through extensive experience. Yusen Logistics
incorporates the viewpoints made from an independent standpoint
outside the Company in management by reflecting the opinions
of outside directors and outside Audit & Supervisory Board
members. We believe that this ensures objectivity and neutrality
in decision-making by the Board of Directors.
FY2015
The 21 consolidated subsidiaries of Yusen Logistics paid
remuneration of ¥221 million for audit certification activities and
remuneration of ¥46 million for non-audit activities to a member
firm of Deloitte Touche Tohmatsu Limited, which is affiliated
with the same professional network as the certified public
accountants and others engaged in audits of Yusen Logistics.
FY2016
The 23 consolidated subsidiaries of Yusen Logistics paid
remuneration of ¥215 million for audit certification activities and
remuneration of ¥37 million for non-audit activities to a member
firm of Deloitte Touche Tohmatsu Limited, which is affiliated
with the same professional network as the certified public
accountants and others engaged in audits of Yusen Logistics.
To ensure that the internal control system at Yusen Logistics
functions effectively, we promote compliance and conduct risk
management in an efficient manner.
The Yusen Logistics Group stipulates the Group Code of Conduct
in order for executives and employees to execute corporate
activities in accordance with the laws and regulations, and
internal rules, and social ethics, provide education and training,
and to ensure familiarization therewith so that this will be put
into practice in daily activities.
We stipulate the Basic Compliance Promotion Rules and
establish the Compliance Committee, chaired by the President,
for promotion and stabilization of our compliance system. The
committee sets a compliance program each fiscal year and
establishes and maintains a group-wide compliance framework.
Each department and Group company of Yusen Logistics has a
risk management system for the workplace to expose risk as
well as formulate, implement and evaluate countermeasures.
This enables risk related to operations in a particular area of
responsibility to be identified and managed. The status of
management for important risks in a department in charge is
reported by an executive officer via the Compliance Committee,
and company-wide risk that may lead to loss is recognized.
In addition, to ensure early identification and correction of an
act, or failure to act, that breaches laws and regulations, we have
set up an internal reporting center inside and outside the
Company, in accordance with compliance helpline regulations,
that facilitates a framework for consulting and receiving
inquiries.
Based on the Business Continuity Basic Policy, Yusen Logistics
hold the business continuity management (BCM) meeting
chaired by the President and Representative Director to compile
activities related to company-wide business continuity
management, formulate an annual plan, examine effectiveness
through training, and discuss and decide improvement
measures in preparation for an emergency such as a large-scale
disaster or failure.
The Internal Audit Chamber conducts regular audits of Group
companies and gives advice and proposes improvements as
required.
Internal Control System
Compliance
Other Important Remuneration
Remuneration Paid to the Certified Public Accountants Engaged in Audits of the Company
(Millions of Yen)
Classification
FY2015 FY2016
Remuneration paid for auditcertification
activities
Remuneration paid for
non-audit activities
Remuneration paid for auditcertification
activities
Remuneration paid for
non-audit activities
Yusen Logistics Co., LTD.
66 — 66 —
Consolidated subsidiaries — — — —
Total 66 — 66 —
Risk Management System
2017 Annual Report 27
ESG /Sustainability
CompanyData
FinancialInformation
OurStrategy
BusinessOverview
President’sMessage
a serious impact on the business performance and financial
position of the Yusen Logistics Group. However, a sharp increase
in fuel surcharges could temporarily reduce the profitability of
the Yusen Logistics Group.
The Yusen Logistics Group has expanded its business to
encompass not only Japan but also the Americas, Europe, Asia,
Oceania, and the Middle and Near East, and the majority of the
Group’s overall sales activities are conducted in overseas
markets. The risks listed below are consistently inherent in such
global expansion.
a. Political and economic factors
b. The effect of public regulations, including business and