Corporate Governance

Corporate Governance Structure (As of June 27, 2025)

Corporate governance system  Company with Board of
Corporate Auditors
Management system  Officer System
Executive directors Number of executive directors 9*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 (FY2024)

Name and title

Attendance status of Board of Directors

Attendance status of the Board of Corporate Auditors

Toshio Kagami

Representative Director

12/13

-

Yumiko Takano

Representative Director

13/13

-

Kenji Yoshida

Representative Director

13/13

-

Yuichi Katayama

Executive Director

13/13

-

Wataru Takahashi

Executive Director

13/13

-

Yuichi Kaneki

Executive Director

13/13

-

Rika Kanbara

Executive Director

13/13

-

Tsutomu Hanada

Executive Director (External)

13/13

-

Yuzaburo Mogi

Executive Director (External)

12/13

-

Kunio Tajiri

Executive Director (External)

13/13

-

Misao Kikuchi

Executive Director (External)

12/13

-

Koichiro Watanabe

Executive Director (External)

11/11

-

Shigeru Suzuki

Standing Board of Corporate Auditors members

13/13

15/15

Kousei Yonekawa

Standing Board of Corporate Auditors members (External)

2/2

3/3

Yukihito Mashimo

Standing Corporate Auditor (External)

11/11

12/12

Tatsuo Kainaka

Board of Corporate Auditors members (External)

13/13

15/15

Norio Saigusa

Board of Corporate Auditors members (External)

13/13

15/15

*1. In addition to the above number of Board of Directors meetings held, there were two resolutions made in writing, which were deemed to constitute Board of Directors meetings based on the provisions of the Companies Act and the Articles of Incorporation.
*2. The attendance status of Standing Corporate Auditor Kousei Yonekawa pertains to the period before his retirement on June 27, 2024.
*3. The attendance status of Executive Director Koichiro Watanabe and Standing Corporate Auditor Yukihito Mashimo pertains to the period after their appointment on June 27, 2024.

Total Amount of Remuneration, Etc., Total Amount of Remuneration, Etc., by Type, and Number of Recipients for Each Office Category (FY2024)

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)
570
(70)
438
(70)
106
(-)
-
(-)
24
(-)
12
(5)
Board of Corporate Auditors members
(Of which, external Board of Corporate Auditors members)
90
(55)
90
(55)
-
(-)
-
(-)
-
(-)
5
(4)
Total
(Of which, external members)
661
(126)
529
(126)
106
(-)
-
(-)
24
(-)
17
(9)

Notes
1. The above table includes one Corporate Auditor who retired as of the conclusion of the 64th General Meeting of Shareholders held on June 27, 2024.
2. Employee wages are not paid to directors serving concurrently as employees.
3. The above amount of share-based remuneration represents the expenses pertaining to restricted stock remuneration and Board Benefit Trust-Restricted Stock (BBT-RS) that were posted during the fiscal year.
4. The Company has introduced the performance-linked remuneration as part of cash remuneration and the BBT-RS as share-based remuneration for the purpose of incentivizing directors to sustainably enhance the Company’s corporate value and further promote shared value between directors and shareholders. Prior to receiving the shares, the directors conclude a transfer restriction agreement with the Company, which restricts them from transferring or disposing of the shares until resignation. Due to the introduction of the BBT-RS program, the Company has abolished the framework for restricted stock compensation, and has not since allocated any new restricted stock based on the system.

5. The Company has abolished executive bonuses. The amounts paid to directors do not include executive bonuses.
6. 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)
FY2024
(As of end of March 2025)
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%)
36 out of 214
(16.8%)
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%)
23 out of 135
(17.0%)
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%)
3 out of 12
(25.0%)
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%)
2 out of 19
(10.5%)

Compliance

Total Number and Breakdown of Reports Received

FY2024
Number of reports received 693
Details Human relations; communications 73%
Personnel systems; working conditions 15%
Violations of laws/rules 10%
Other 2%