Corporate Governance

Corporate Governance Structure (As of June 27, 2024)

Corporate governance system  Company with Board of
Corporate Auditors
Management system  Officer System
Executive directors Number of executive directors 12*1
Term of executive directors defined in Articles of Incorporation  1 year
Chair of the Board of Directors Executive director stipulated in
advance by the Board of
Directors*2
Board of Corporate Auditors
members
Board of Corporate Auditors established Yes
Number of Board of Corporate Auditors
members
4*3
External directors and external
Board of Corporate Auditors
members
Number of external directors (independent directors) 5 (5)
Number of external Board of Corporate
Auditors members (independent members)
3 (3)

*1 The maximum number of directors defined in the Articles of Incorporation is 15.
*2 Representative Director Toshio Kagami was appointed.
*3 The maximum number of Board of Corporate Auditors members defined in the Articles of Incorporation is 6.

Attendance Status of Directors and Board of Corporate Auditors Members (FY2023)

Name and title

Attendance status of Board of Directors

Attendance status of the Board of Corporate Auditors

Toshio Kagami

Representative Director

12/12

-

Yumiko Takano

Representative Director

12/12

-

Kenji Yoshida

Representative Director

12/12

-

Yuichi Katayama

Executive Director

11/12

-

Wataru Takahashi

Executive Director

12/12

-

Yuichi Kaneki

Executive Director

12/12

-

Rika Kanbara

Executive Director

11/12

-

Tsutomu Hanada

Executive Director (External)

12/12

-

Yuzaburo Mogi

Executive Director (External)

11/12

-

Kunio Tajiri

Executive Director (External)

11/12

-

Misao Kikuchi

Executive Director (External)

11/12

-

Shigeru Suzuki

Standing Board of Corporate Auditors members

12/12

14/14

Kousei Yonekawa

Standing Board of Corporate Auditors members (External)

12/12

14/14

Tatsuo Kainaka

Board of Corporate Auditors members (External)

12/12

14/14

Norio Saigusa

Board of Corporate Auditors members (External)

12/12

14/14

* The attendance status of Executive Directors Kunio Tajiri and Misao Kikuchi pertains to the period after their appointment on June 29, 2022.

Total Amount of Remuneration, Etc., Total Amount of Remuneration, Etc., by Type, and Number of Recipients for Each Office Category (FY2023)

Category Total
amount of
remuneration
(Millions of yen)
Total amount of remuneration by type
(Millions of yen)
Number of
recipients
Cash remuneration Share-based
remuneration
Fixed
remuneration
Performance-
linked
remuneration
Retirement
bonus
Executive directors
(Of which, external directors)
432
(54)
408
(54)
-
(-)
-
(-)
23
(-)
11
(4)
Board of Corporate Auditors members
(Of which, external Board of Corporate Auditors members)
88
(53)
88
(53)
-
(-)
-
(-)
-
(-)
4
(3)
Total
(Of which, external members)
520
(107)
496
(107)
-
(-)
-
(-)
23
(-)
15
(7)

Notes: 1. Employee wages are not paid to directors serving concurrently as employees.
Notes: 2. The Company has abolished executive bonuses. The amounts paid to directors do not include executive bonuses.
Notes: 3. The Company allocates restricted shares as share-based compensation with the purpose of providing directors with an incentive to sustainably increase the Company’s corporate value and to promote further shared value between directors and shareholders. In principle, the restricted shares may not be transferred or pledged, or disposed of in any other way for a period of three years from the date of allocation.
Notes: 4. In order to strengthen the independence and objectivity of the Board of Directors, the amount of remuneration for each director is determined at the discretion of the “Nomination/Remuneration Committee” (consisting of Toshio Kagami, Representative Director, Chairperson of the Board of Directors; Yumiko Takano, Representative Director, Chairperson and CEO; Tsutomu Hanada, External Executive Director; Yuzaburo Mogi, External Executive Director; and Misao Kikuchi, External Executive Director).

Proportion of Women in Management Positions
(Oriental Land Co., Ltd.)

FY2020
(As of end of March, 2021)
FY2021
(As of end of March 2022)
FY2022
(As of end of March 2023)
FY2023
(As of end of March 2024)
Female managers 35 out of 199
(17.6%)
34 out of 194
(17.5%)
36 out of 199
(18.1%)
37 out of 209
(17.7%)
Female managers of non-management department 23 out of 144
(16.0%)
24 out of 137
(17.5%)
27 out of 140
(19.3%)
27 out of 146
(18.5%)
Female executive
directors
2 out of 10
(20.0%)
2 out of 10
(20.0%)
3 out of 11
(27.3%)
3 out of 11
(27.3%)
Female corporate
officers
3 out of 21
(14.2%)
3 out of 20
(15.0%)
3 out of 19
(15.8%)
2 out of 17
(11.8%)

Compliance

Total Number and Breakdown of Reports Received

FY2023
Number of reports received 670
Details Human relations; communications 67%
Personnel systems; working conditions 20%
Violations of laws/rules 9%
Other 4%

Stakeholder Engagement

Communication With Customers
(Total Number of Comments and Feedback)

FY2019 FY2020 FY2021 FY2022 FY2023
15,112 8,128 14,282 15,158 16,301

Breakdown of Feedback by Content

FY2019 FY2020 FY2021 FY2022 FY2023
Opinions/suggestions 74.7% 69.6% 75.3% 74.6% 69.6%
Compliments (praise) 25.3% 30.4% 24.7% 25.4% 30.4%

Breakdown of Feedback by Route

FY2019 FY2020 FY2021 FY2022 FY2023
Telephone 35.5% 17.1% 16.3% 13.6% 13.1%
Web
form
24.4% 48.5% 59.3% 58.4% 60.4%
Letter 21.2% 14.9% 9.7% 10.5% 13.7%
Questionnaire 12.0% 14.7% 9.6% 11.3% 5.3%
Others
(e.g., Information
Center)
6.9% 4.8% 5.1% 6.2% 7.5%