Corporate Governance

Basic Approach and Systems

See the following for our basic approach to corporate governance and related systems.
（URL：https://www.oisix.co.jp/investors/business/governance/）

Role of the Board of Directors

The Board of Directors is tasked with the roles and responsibilities of making decisions on corporate strategies to realize the business philosophy of the Group, as well as on the allocation of significant management resources. Outside Directors conduct objective reviews of our unique proposals, including the decision-making processes by Internal Directors, while providing relevant examples from other companies.

Composition of the Board of Directors

Appointment Criteria for Director

The number of members on the Board of Directors is limited to 11 or fewer by the Company’s Articles of Association. When decisions are made on candidates for the position of director, a number of factors are considered: the necessary and appropriate number of members needed to ensure effective management systems and constructive discussions by the board; the specialization of members, including those capable of demonstrating strengths in management of each business area and those suited to business administration; and balance and diversity in the knowledge, experience, and abilities of the board as a whole.
Regarding the independence of external directors, the Company selects candidates for the position of independent external director through deliberations by its Board of Directors based on the criteria established by the Tokyo Stock Exchange.

Board skill matrix

This is a skill matrix that summarizes the expertise, experience, and insights held by each Director and Audit & Supervisory Board Member on the Board. Each individual's particularly prominent skills are marked with a circle (●).
The Nomination and Remuneration Committee—a non-mandatory committee established as an upgraded successor to the former Executive Remuneration Advisory Council—will utilize this skill matrix as a reference when selecting Director candidates and formulating succession plans.

Number of Board Meetings and Attendance Rates

The Board of Directors meets once per month in principle. It is responsible for decision-making and supervision related to important matters in accordance with the Board of Director’s proposal standards.

Attendance at Board of Directors and Audit & Supervisory Board Meetings (April 1, 2025 – March 31, 2026)

In principle, the Board of Directors meets once a month and is responsible for making decisions on material matters and performing supervisory functions in accordance with the Board of Directors' Submission Criteria. In FY2025, the Board of Directors held 13 meetings, and the Audit & Supervisory Board held 18 meetings.
Mr. Ozaki, who was elected at the Board of Directors meeting held after the General Meeting of Shareholders, serves as the Chairman of the Board of Directors. Meanwhile, Ms. Otobe, a Full-time Audit & Supervisory Board Member elected by the Audit & Supervisory Board, serves as the Chairman of the Audit & Supervisory Board.