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 FY2024, the Company conducted initiatives throughout the year as a response to the following issues recognized through the FY2023 effectiveness evaluation.

• Enhance discussions on human resources strategies and intellectual property strategies.
• Enhance discussions on promotion of DX (digital transformation).
• Enhanced discussions on management and monitoring with awareness of capital cost.
• Enhanced discussions on human rights issues in the workplace and supply chain.
• Formulation of goals and action plans for the appointment of female executives, and appropriate oversight.

Particularly regarding “enhance discussions on management based on the cost of capital, and monitoring thereof,” we have implemented monitoring of individual investment projects, businesses, and Group companies from the standpoint of the cost of capital. Additionally, for the Keikyu Group 20th Integrated Management Plan, based on an awareness of the divergence between its target management indicators and the expectations of the capital market developed through dialogue with shareholders and investors held after announcing the plan in May 2024, the Company held multiple discussions on its real estate business strategy, improving the profitability of capital in the businesses, raising the level of target management indicators by revising capital policy, and clarifying the periods in which it aims to achieve its targets.

As a result of this process, in its FY2024 evaluation results, for some issues including “Enhance discussions on management based on the cost of capital, and monitoring thereof,” the Company achieved results that exceeded last year's evaluations. However, the Company did not fully resolve all issues. Based on an awareness of the need for continued initiatives, the Company decided to continue to work on all the five issues in FY2025, and will strive to maintain and increase the effectiveness of the Board of Directors by continually carrying out initiatives to respond to these 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 FY2023, we reviewed our training program for the President and Representative Director and the selection of candidates for the Board of Directors (excluding Directors who are Audit ＆ Supervisory Committee Members) and Executive Officers. 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. 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. Inside directors (excluding Directors who are Audit & Supervisory Committee Members) are required to have skills related to business and administrative divisions and a deep understanding of the Company’s business. In addition, outside directors (excluding Directors who are Audit & Supervisory Committee Members) are expected to have expertise, extensive experience, and a broad range of knowledge that can be utilized in the supervision and audit of business execution. Directors who are Audit & Supervisory Committee Members are required to have expertise, extensive experience and a broad knowledge for conducting audits of management. The skills of Directors are as follows.

The Company has introduced an executive officer system. The following table shows the skills of executive officers (excluding those who concurrently 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, and Executive Officers (excluding those who concurrently serve as Directors) .

Reasons for Selection of the Skills That Comprise the Skills Matrix

The reasons for appointing each outside officer are as follows. The number in ＜＞ indicate the number of Board of Directors meetings attended in fiscal 2025.

Mr. Terajima has once been involved in the management of a major life insurance company and obtained abundant experience and broad insight related to fund management and investment management, etc., and hence, the Company expects him to play a role in leveraging his experience and insight in his duties in supervising business execution, etc. of the Company. 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 financial institution, 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 roles such as supervision of business execution 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. Accordingly, the Company expects him to contribute to the accurate, fair, and efficient auditing of the execution of duties by Directors. He has been saving as Standing 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 a Director who is an Audit & Supervisory Committee Member.

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. Accordingly, the Company expects him to contribute to the accurate, fair, and efficient auditing of the execution of duties by Directors. 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 a Director who is an Audit & Supervisory Committee 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. Accordingly, the Company expects him to contribute to the accurate, fair, and efficient auditing of the execution of duties by Directors. He has been saving 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 a Director who is an Audit & Supervisory Committee 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 (excluding Directors who are Audit & Supervisory Committee Members) 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.