bet365 入金方法iscussion Between Independent Outside Directors

Toshiro YonemuraIndependent Outside Director Chair bet365 入金方法he Compensation Committee

Stephen Hayes DacusLead Independent Outside Director Chairperson bet365 入金方法he Board of Directors

Meyumi YamadaIndependent Outside Director Chair bet365 入金方法he Nomination Committee

Providing objective and constructive advice and suggestions from an external perspective to drive Group reforms and global growth

The Seven & i Group has aimed for further growth through not only business structure reforms but also strengthening its governance framework.
In a discussion held in July 2024, three outside directors reviewed recent governance efforts and exchanged views on the Group’s future direction and the challenges to be addressed.

Discussions at Board of Directors’ and Strategy Committee meetings

Please share details about the discussions at, and the management of, the Board of Directors’ and Strategy Committee meetings.

YonemuraI have served as an outside director since 2014. Compared to when I ﬁrst joined, the nature of discussions at the Board of Directors has signiﬁcantly changed in recent years. Previously, talks primarily focused on how to meet customer needs, dedicating much time to addressing this central issue. While the core of SEVEN-ELEVEN JAPAN’s growth has indeed been its customer-centric approach, in recent years, directors have increasingly expressed diverse and free-ranging concerns, leading to active discussions aimed at meeting the expectations of stakeholders, including the capital markets.

YamadaIn a society changing at an unprecedented pace, many companies in Japan, including ours, are required to ensure diversity. I understand that the intent behind appointing individuals such as Mr. Dacus and myself to the management oversight team is precisely to address this need. What has surprised me since I began attending the Board of Directors’ meetings is that each company in the Group, with its long history of supporting the Japanese food market, continues to genuinely pursue challenges to this day. This approach extends to stakeholders, including the capital markets, with the same level of seriousness and commitment. As a member bet365 入金方法he management team, I am honored to be on this journey together.

DacusMr. Yonemura mentioned that there have been signiﬁcant changes, and I fully agree. bet365 入金方法he 15 current directors, nine are outside directors, three are women, and ﬁve are foreign nationals. In addition, we have advanced governance strengthening measures such as establishing a Strategy Committee composed solely of outside directors, appointing a lead independent outside director, and separating the roles of chairperson bet365 入金方法he Board and CEO. I believe these changes were signiﬁcantly driven by the current management team under President Isaka, and I think we have approached a best-practice model for Japanese companies.

Action plans have been developed based on the recommendations bet365 入金方法he Strategy Committee. Could you provide details about the discussion process within the committee that led to this plan?

picture: Stephen Hayes Dacus Lead Independent Outside Director Chairperson bet365 入金方法he Board of Directors

DacusThe main purpose of establishing the Strategy Committee was to evaluate and monitor growth strategies with objectivity from the perspective of outside directors. Our initial focus was on clarifying the agenda for the Committee. After extensive discussions with the Committee members, we established an annual activity agenda. The recommendations presented to the Board of Directors were based on these discussions, and the feedback from the Board members was positive. This was because the discussions within the Strategy Committee were regularly shared with directors who are not committee members, and the recommendations aligned with existing policies. As a result, the subsequent Board meetings proceeded smoothly, and the action plan was formulated quickly.

YamadaWe also discussed issues that the executive team recognized as challenges. Outside directors, with their diverse skills and backgrounds, provided objective feedback from an impartial standpoint, which was then communicated to the executive team. We made our recommendations with the hope that they would serve as a catalyst for further growth bet365 入金方法he Group. As a result, there were no conﬂicts of opinion.

YonemuraMr. Dacus excels in strategic thinking and demonstrates strong execution skills when deciding to implement changes. In this regard, I believe it was groundbreaking for the Strategy Committee, under his chairmanship, to thoroughly review the past, evaluate the present and future, and engage in in-depth discussions about new strategies.

DacusI would like to add that, as mentioned earlier, the diversity within the Committee contributed to meaningful discussions. Members with diverse backgrounds shared their opinions with an open mind. I also believe that while the Group has potential for further growth in the global market, achieving this growth with the same methods as before will be challenging. I hope that the discussions held within the diverse team will beneﬁt the Group’s future growth.

Separation bet365 入金方法he roles of chairperson bet365 入金方法he Board of Directors and CEO

One bet365 入金方法he major recent changes is the separation bet365 入金方法he roles of chairperson bet365 入金方法he Board and CEO. Could you explain the aim and effects bet365 入金方法his change?

YamadaOne thing to note is that this is indeed a signiﬁcant challenge. In Japan, separating the roles of chairperson bet365 入金方法he Board and CEO is uncommon, and there are few precedents or models to follow. We have just begun the process of ﬁnding what works best for us. However, we view this transformation as an essential step for the Company. When President Isaka served as Chairperson, questions during Q&A sessions tended to be directed primarily at him, resulting in him providing the majority bet365 入金方法he answers. With Mr. Dacus, the lead independent outside director, now serving as Chairperson, the discussions have become more balanced and comprehensive, allowing for a broader range of perspectives and avoiding a focus on responses from just one person.

YonemuraConsidering the signiﬁcance of having Mr. Dacus as Chairperson, I believe it is crucial for maintaining the ability for introspection and upholding ethical standards. If the ability for introspection and ethical standards are lost, an organization will inevitably collapse. A CEO with signiﬁcant power, if left to make all decisions alone, cannot adequately maintain these qualities. Similar principles apply to the separation of power and authority in national governance. Given the prospects for future growth, I believe this decision was essential.

YamadaAnother key point is Mr. Dacus’s extensive expertise in retail and consumer businesses. His views and insights, grounded in substantial experience, facilitate constructive discussions with the executive team. Moreover, his broad background in global business adds considerable value.

YonemuraIn addition to his extensive experience, Mr. Dacus is exceptionally diligent and has thoroughly studied the Japanese market and the Group’s operations. He also brings a balanced perspective.

DacusI served as the Chairperson bet365 入金方法he Strategy Committee and as the lead independent outside director before assuming the role of chairperson bet365 入金方法he Board. And, as both of you have noted, I also have experience in global retail management. However, there is still much for me to learn. In this context, I see my mission as accelerating the evolution bet365 入金方法he Board of Directors and further enhancing its efficiency. Another a key mission is to contribute to the growth bet365 入金方法he Group. Our future depends on the global expansion bet365 入金方法he CVS business. If we steadily implement our action plans, I believe we can grow into a top-tier global corporate group within the next three to four years.

Discussions in the Nomination Committee and Compensation Committee

Directors Yamada and Yonemura, as Chairpersons bet365 入金方法he Nomination Committee and Compensation Committee, respectively, could you share insights into the discussions and key themes addressed in these committees?

picture: Toshiro Yonemura Independent Outside Director Chair bet365 入金方法he Compensation Committee

YonemuraThe current main focus bet365 入金方法he Compensation Committee is the structure of medium- to long-term incentives for directors, particularly the implementation of stock-based compensation. In some overseas companies, approximately 90% of long-term incentives are in the form of stock-based compensation. However, such a high proportion can spark debates about whether the company exists solely for the beneﬁt of its shareholders. It goes without saying that shareholders are important stakeholders, but it is also essential to consider relationships with customers and other stakeholders when discussing the criteria and structure of executive compensation.

YamadaTo drive transformation quickly, we need to assemble a top-tier management team, as relying on a single charismatic leader is insufficient. It’s crucial to thoroughly discuss the skills and roles needed for the future, along with the timing for their implementation. Therefore, I believe it is necessary to closely examine succession planning, including for top positions, and the process of its development and execution. As can be seen from the skill matrix, the Company’s Board members have a diverse composition and extensive experience in their respective ﬁelds. I view my role as facilitating the committee by collecting input from its members, engaging in discussions with the executive team, and sharing insights from these discussions with both the executive team and the Board of Directors, ensuring effective and collaborative management bet365 入金方法he committee.

Toward further growth

You mentioned earlier that the Seven & i Group has the potential to grow into a top-level global retailer. What do you think are the necessary steps to achieve this?

DacusGlobally, the retail industry in Japan faces intense competition and has evolved uniquely within this competitive landscape. When international tourists or businesspeople visit a 7-Eleven store, they are consistently amazed by how such delicious products can be sold at such low prices. I believe that the strengths of Japan’s retail industry and 7-Eleven’s business model will undoubtedly be well-received by global customers.

YonemuraIn this regard, 7-Eleven, which opened its ﬁrst store in 1974, has now become a part of Japanese culture. When considering what has made it so widely accepted, it is clear that the richness of its food offerings is a key factor. Perhaps no other people appreciate the diversity of food as much as the Japanese do or have such a high receptiveness to it. Continuing to operate within this context has laid the foundation for the convenience store culture. I believe that providing food tailored to each country or region will be the key to growth worldwide.

YamadaIn my case, convenience stores have been a part of my life since childhood. However, their format and the products and services they offer have changed signiﬁcantly over time. With services like paying utility bills, printing photos, and obtaining concert tickets, convenience stores have become a part of daily life for Japanese people. 7-Eleven has been at the forefront bet365 入金方法his evolution. Such a business model is likely unique to Japan. Given the Group’s ability to adapt ﬂexibly to customer needs and continuously evolve, it is well-positioned to deliver new value on a global scale.

Conversely, are there any challenges or issues that you recognize as areas to address in the future?

DacusThe greatest challenge for the Group in achieving future growth is human resource development, which involves nurturing leaders on the ground and caring for each individual employee. Without strengthening our most important asset in retail—human resources—we cannot offer new value to our customers.

picture: Meyumi Yamada Independent Outside Director Chair bet365 入金方法he Nomination Committee

YamadaWith Japanese society facing various difficulties, steering Japanese companies has undoubtedly become more complex. Given the current challenges such as declining birthrates, an aging population, and regional depopulation, the pressing issue is how to strengthen our human resources, which are the Company’s greatest asset. To adapt to changing customer needs and evolving social environments, it is essential to enhance systems and policies that support diverse working styles for employees. In particular, Japanese companies have created environments where women, despite their efforts, are unable to thrive equally alongside men. In this context, I believe that “equity” within diversity, equity, and inclusion (DEI) is crucial. Establishing a fair environment is essential, and ongoing efforts by the Company are indispensable.

YonemuraIn addition to addressing human resource issues, it is also necessary to continuously review the business portfolio. While the Group’s portfolio has steadily evolved, companies, like living organisms, must constantly adapt to their ideal form. Additionally, considering changes in the social environment, it is necessary to discuss the strategies and operational structure bet365 入金方法he CVS business moving forward.

Further strengthening of governance and stakeholder engagement

Could you also share your thoughts on governance and stakeholder engagement?

YonemuraI have spent many years handling crisis management in government agencies, and I have encountered numerous instances where I felt my efforts fell short. Even in cases where no actual incidents or accidents occurred, I often found that the problem was a lack of imagination and preparation. The essence of risk management lies in imagining and anticipating potential scenarios and then preparing thoroughly for them.
This principle applies to business operations as well. However, from listening to various discussions at the Board meetings, I sometimes feel that the executive side may lack adequate imagination and preparation. I believe this is an important perspective to address going forward.

YamadaI think it’s essential to further enhance the diversity within the management team. Many bet365 入金方法he Group’s customers are women, and many talented female employees are actively contributing on the frontline of business. In contrast, the proportion of women among directors and executive officers remains relatively low. This raises concerns that the Company is not fully leveraging the potential bet365 入金方法alented employees who are passionate about serving its customers.

YonemuraAnother point I’d like to highlight is communication with shareholders and investors. While I believe that the expectations of shareholders and investors align with our goals, there can be differences in the timeline for achieving them. That’s why it’s important to communicate our perspectives clearly and engage in open, honest discussions.

YamadaThe Company’s aim is to be cherished by customers, to become increasingly indispensable to society, and to continuously enhance corporate value. I believe this vision aligns with the expectations of shareholders and investors. To achieve this, it is essential to listen to the voices of a wide range of stakeholders. I aim to work with them as partners in enhancing the future corporate value bet365 入金方法he Group and to progress together toward growth.

DacusWe have made efforts to communicate with shareholders and investors, but in my view, there is still room for improvement. We need to enhance both the frequency and the content of our communications. We must actively communicate what we aim to achieve, by when, and how we plan to do it. At the same time, we have received valuable input from many shareholders and investors, which has played a key role in advancing the Group’s business. The Group is committed to driving even greater progress, and we hope our stakeholders will be excited about what’s coming next.