The Company views Corporate Governance as a base for all business in the Keikyu Group and as a concept that forms the basis of management.
As a corporate entity responsible for a service that is a lifeline for many, the Company group (the “Group”) works to ensure the highest level of safety in all aspects of its business, while seeking appropriate cooperation with stakeholders such as customers, shareholders, investors, local communities, suppliers, employees, and society as a whole, as well as working in harmony with the environment. These measures are aimed at achieving sustainable growth and at raising corporate value over the medium- to long-term, in pursuit of which goals the Group implements initiatives to strengthen corporate governance on a continuous basis, aiming for establishing a highly transparent and objective corporate governance system, based on the Group Philosophy (business principles and code of conduct) Basic Policies on Sustainability and the Long-Term Vision.
For details regarding compliance with the Corporate Governance Code, please refer to “Corporate Governance Reports” below.

• Corporate Governance Report (PDF:1.1MB)

To enhance the effectiveness of the Board of Directors each Director and Audit & Supervisory Board Member participate in an annual evaluation of the Board. The results of the evaluation are utilized in deliberations on issues and in the administration of the Board. Further, to elicit frank opinions from those surveyed, since fiscal 2018 an external organization has been commissioned to collect and tabulate the survey results. In addition, the analysis and evaluation of the effectiveness of the Board as a whole is disclosed in the Corporate Governance Report and the Annual Securities report.

Director, Audit & Supervisory Board Member

Third-party organization survey

In FY2022, the Company conducted initiatives throughout the year as a response to the following issues recognized through the FY2021 effectiveness evaluation.

• Narrow down of the number of examination items (ensuring adequate time for review)
• Enhance discussions on human resources strategies and intellectual property strategies.
• Enhance discussions on promotion of DX (digital transformation).
• Enhance discussions on ESG (focusing on further relating it to business strategies).

Looking at the results, with regard to “Enhance discussions on ESG (focusing on further relating it to business strategies),” the evaluation and judgment determined that this issue has improved as a result of taking appropriate actions, such as establishing the Sustainability Committee and holding discussions thereat, and that effectiveness was assured. On the other hand, concerning “Narrow down of the number of examination items (ensuring adequate time for review),” “Enhance discussions on human resources strategies and intellectual property strategies,” and “Enhance discussions on promotion of DX (digital transformation),” while recognition was given to the various measures taken throughout the year, some parts of these issues were not resolved, and in order to further improve on these issues, they will continue to be issues in FY2023. The Company will continue to work on these issues to improve the effectiveness of the Board of Directors.

In addition to the issues already mentioned above, the following issues have been newly recognized from the FY2022 effectiveness evaluation.

• Set KPIs appropriately and enhance various forms of information disclosure

In FY2023, we will strive to maintain and improve the effectiveness of the Board of Directors by continually carrying out initiatives to respond to the aforementioned issues.

With the aim of ensuring that the Group sustains growth and enhances corporate value over the medium to long term, successors to the position of president are developed and appointed in a planned manner. To further systematize this planning, a president succession plan is formulated. In formulating the plan, a series of deliberations are conducted by the Nomination and Remuneration Advisory Committee, which is chaired by an independent outside director and in which independent outside directors constitute a majority. In fiscal 2021, the qualities of an ideal president were clarified, and the management process was revised with a view to further improving the transparency and objectivity of successor nomination. Going forward, management of the succession plan will continue based on the Nomination and Remuneration Advisory Committee’s monitoring of the progress in successor development and based on supervision conducted by the Board of Directors.

To ensure that the appointment of the president is properly conducted through a transparent and fair process, the Group defines the ideal president and, under the categories of personal qualities and skill set, clarifies the attributes sought. We enhance the personal qualities and skill set required of the president by clarifying development tasks for each candidate, conducting job rotations, and providing education and training that enables candidates to acquire the knowledge needed by executives. In accordance with changes in the business environment, we will continue revising the personal qualities and skill set we seek in our president.

The Company conducts training that enhances the skills that officers need to perform their roles and duties. Through officer training that takes into account the business environment and external affairs, the Company strengthens the business management capabilities of directors and executive officers. In fiscal 2021, officer training focused on the Task Force on Climate-related Financial Disclosures. In addition, Audit & Supervisory Board members acquire the knowledge required to fulfill the responsibilities of their positions by actively participating in external training events and studying diligently. Additionally, when outside directors and outside Audit & Supervisory Board members assume office, measures are taken to deepen their understanding of the Group, including the provision of summary information on the Group—which covers its businesses, finances, and organization—and tours of Group facilities as necessary.

In light of its medium- to long-term management strategy and management issues, the Company has set out the skills (knowledge, experience, and capabilities) required for the effective functioning of Directors and Audit & Supervisory Board Members. Inside directors are required to have skills related to business and administrative divisions and a deep understanding of the Company’s business. In addition, outside directors are expected to have expertise, extensive experience, and a broad range of knowledge that can be utilized in the supervision of business execution. Audit & Supervisory Board Members are required to have expertise, extensive experience and a broad knowledge for conducting audits of management. The skills of Directors and Audit & Supervisory Board Members are as follows.

The Company has introduced an executive officer system. The following table shows the skills of executive officers who do not cocurrently serve as directors.

Notes:

1. 1.A “○” check mark signifies skills to be developed going forward as the officer in charge.
2. 2.The above matrix does not represent all the skills possessed by Directors, Audit & Supervisory Board Members, and executive officers who do not concurrently serve as directors.

Reasons for selection of the skills that comprise the Skills Matrix are as follows.

The reasons for appointing each outside officer are as follows. The number in ＜＞ indicate the number of Board of Directors meetings attended in fiscal 2022.

Mr. Yoshinori Terajima has once served as an executive of a major life insurance company, and obtained abundant experiences and broad insights relating to fund management and investment projects. He has been serving as Outside Director of the Company since June 2018. The Company considers that he has properly performed his duties in supervising business execution, etc. of the Company and hence, appointed him as an Outside Director.

Ms. Tamaki Kakizaki is a university professor specilized in the field of internal controls and internal audit, and an outside officer of an airport terminal building operation company, etc. She was an outside officer of a major pharmaceutical company, and obtained abundant experience and broad insight in these areas. The Company considers that she has properly performed her duties as Outside Director of the Company since June 2020 and hense, appointed her as an Outside Director.

Ms. Nohara has abundant experience and broad insight as manager of a company related to business and marketing strategies in the IT business, as an outside officer of a major pharmaceutical company, etc. and as an expert member of government committees, and hence, the Company expects her to play a role in leveraging her experience and insight in her duties in supervising business execution, etc. of the Company. The Company considers that she has properly performed her duties as Outside Director of the Company since June 2021 and hence, appointed her again as an Outside Director.

Mr. Harada has once served as Standing Audit & Supervisory Board Member of a major financial institution, and as the president of a monetary claim management and collection company, obtaining abundant experience and broad insight in these areas. He serves as Outside Audit & Supervisory Board Member of the Company since June 2022.

The Company considers that he has properly performed his duties in auditing business management and hence, appointed him as an Audit & Supervisory Board Member.

• *The number of Board of Directors meetings attended by Mr. Osamu Harada considers only the Board of Directors meetings held after his assumption as Audit & Supervisory Board Member on June 29. 2022

Mr. Takashi Suetsuna has once served as Chief of Kanagawa Prefectural Police Headquarters and Deputy Superintendent General of the Tokyo Metropolitan Police Department, and as a former outside officer of a major general trading company, etc. has abundant experience and broad insights. He has been serving as Outside Audit & Supervisory Board Member of the Company since June 2016. The Company considers that he has properly performed his duties in auditing business management of the Company and hence, appointed him as an Outside Audit & Supervisory Board Member.

Mr. Sudoh has high expertise in corporate legal affairs as an attorney at law. He has served as a former outside officer of a major total entertainment company. He therefore has obtained abundant experiences and broad insight into these areas. He serves as Outside Audit & Supervisory Board Member of the Company since June 2016. The Company considers that he has properly performed his duties in auditing business management and hence, appointed him as an Audit & Supervisory Board Member.

The Company designates Outside Officers as independent officers in accordance with the “Independence Criteria for Outside Officers.”

• Independence Criteria for Outside Officers (PDF:119KB)

As a corporate entity that pillars the people living along its railway lines, the Group’s highest priority is ensuring safety and security, and in order to further develop the areas along the railway lines, the Group companies work in cooperation with each other to generate synergies, a characteristic feature of the Group. In addition to taking into account the above, the Company’s remuneration for officers emphasizes not only short-term operating performance, but also contributions to raising corporate value and operating performance over the medium to long term, as well as having values in common with those of shareholders. When determining remuneration, employee salaries, trends at other companies, survey data from external research organizations and other factors are taken into account.

The remuneration for Directors and Executive Officers is approved by the Board of Directors upon consultation with the Nomination and Remuneration Advisory Committee, the majority of whose members are Independent Outside Directors.

(Note) In addition to the above remuneration, the Company obtains executive accident insurance to insure all of the Directors and Executive Officers, and pays a fixed amount for the insurance premiums every month.