Board of Directors / Board of Auditors

Composition of the Board of Directors

The Board of Directors consists of diverse Directors in terms of background, such as expertise, experience and gender. The number of Directors is maintained at an appropriate level in accordance with the provisions of the Articles of Incorporation in order to ensure that the Board of Directors functions most effectively and efficiently from the following viewpoints:

  1. 1 Sufficient diversity should be secured to conduct decision-making and supervision of management.

  2. 2 The Board of Directors Discussions should engage in active discussion on relevant matters, including concerns raised by the Independent External Directors.

In principle, at least one-third of the Directors are required to be Independent External Directors in order to make use of their abundant experience and expertise outside the Company for the management of the Company and, at the same time, to strengthen the supervisory function of the Board of Directors and improve the transparency of management.

Number of Directors 7
Number of Directors who are External Directors 4
Number of External Directors designated as independent officers 4

(As of May 22, 2024)

Composition of the Board of Auditors

The number of Auditors is as provided for in the Articles of Incorporation, and a majority of Auditors shall be External Auditors. Persons with the insight, high ethical standards, objectivity and integrity required of Auditors will be appointed. In particular, at least one person with expertise in finance, accounting and legal matters will be selected.

Number of Auditors 4
Number of Auditors who are External Auditors 3
Number of External Auditors appointed as independent officers 3

(As of May 22, 2024)

Roles of the Board of Directors

The Board of Directors aims to achieve the sustainable growth of corporate value by performing its supervisory function through realizing highly effective corporate governance and by making the best decisions using objective judgment and appropriately exercising its authority.

  1. 1 The Board of Directors makes important managerial decisions in accordance with laws, ordinances, the Articles of Incorporation and internal rules, and it supervises business execution.

  2. 2 After precisely understanding the cost of capital of the Company, the Board of Directors formulates management strategies and management plans, taking into consideration the management philosophy and changes in the external environment, and discloses their outline. As for the formulated management strategies and management plans, the Board of Directors annually checks and analyzes the progress status, reviews the business portfolio, and revises, as needed, the management resource distribution plans, including new investments, the establishment of new stores, system investments, and investments in human resource development.

  3. 3 The Board of Directors is proactively involved in the formulation and operation of successor development programs aimed at finding and developing capable Directors and top management for the Group, including its operating subsidiaries. Furthermore, based on the management philosophy and management strategies, the Board of Directors appropriately supervises the content of the programs and subsequent development through post-program assignment and promotion of the participants in the programs.

  4. 4 The Board of Directors delegates its decision-making to the Representative Directors in terms of business execution of matters other than those matters that should be decided by the Board of Directors, in accordance with laws and regulations, the Articles of Incorporation, and internal rules.

  5. 5 As for the meetings of the Board of Directors, each Director and Auditor shall secure an attendance rate of at least 80%.

Roles of the Board of Auditors

As an organization independent from the management team, the Board of Auditors performs audits concerning the Directors’ business execution, the internal control system, accounting, and other matters.

  1. 1 The Board of Auditors prepares a standard for appropriate evaluation of the Accounting Auditor. On an annual basis, the Board of Auditors evaluates the independence and expertise of the Accounting Auditor, based on the standard, and decides the details of the proposal for the General Meeting of Shareholders concerning the appointment or dismissal of the Accounting Auditor.

  2. 2 The Board of Auditors secures sufficient cooperation of External Directors so that they can smoothly collect information while maintaining their independence.

  3. 3The Board of Auditors collects necessary and sufficient information to perform appropriate audits by securing the cooperation of the Internal Audit Department, the Finance and Accounting Department, the Legal Department, and other departments concerned.

Reasons for Appointment of Directors (As of May 30, 2024)

  • 榊原 栄一

    Mr. Eiichi Sakakibara, as Representative Director of the Company and Sugi Pharmacy Co., Ltd., has led the Group and carried on its management philosophy, while fulfilling his responsibilities with his profound insights and extensive experience in the drugstore industry, by actively working on, for example, the selection of items and the creation of stores that suit the changing lifestyle of consumers and the improvement of customer services. Based on the judgment that his management track record, broad business knowledge, and leadership for sustainable improvement of corporate value will significantly contribute to the further development and expansion of the Group, we reappointed him as Director.

    Eiichi Sakakibara

    Representative Director & Chairman / Date of birth: August 14, 1956

  • 杉浦 克典

    Mr. Katsunori Sugiura, as Representative Director of the Company and Sugi Pharmacy Co., Ltd., has been involved in management while fulfilling his responsibilities by actively working on, for example, a business strategy for realizing the “Total Healthcare Strategy” designed to provide comprehensive support to customers, from the maintenance of health and prevention of disease to nursing care and terminal care, a DX (digital transformation) strategy, an overseas strategy, a capitalization strategy, and corporate value improvement through the promotion of the SDGs. Based on the judgment that his business knowledge and leadership for sustainable improvement of corporate value will significantly contribute to the further development and expansion of the Group, we reappointed him as Director.

    Katsunori Sugiura

    Representative Director & President / Date of birth: October 14, 1978

  • 杉浦 伸哉

    Mr. Shinya Sugiura, as Director & Senior Vice President of the Company and Sugi Pharmacy Co., Ltd., supervises its sales division, while fulfilling his responsibilities as Representative Director of SUGI Medical Co., Ltd. with his experience in and knowledge of the healthcare business by promoting the healthcare and nursing care businesses and leading M&A and business alliances with major companies in the industry, thereby promoting the healthcare and prescription strategies of the SUGI Pharmacy Group. Based on the judgment that his knowledge and experience will significantly contribute to development of the core business of the Group going forward, we reappointed him as Director.

    Shinya Sugiura

    Director & Senior Vice President / Date of birth: November 30, 1979

  • 神野 重行

    Mr. Shigeyuki Kamino has been involved in the management of other companies for many years. Based on his abundant experience in and knowledge of management, he has actively provided valuable insights and recommendations during deliberations of the Board of Directors’ meetings, and he has also served as Chair of the Nomination and Remuneration Committee. Based on the judgment that his appropriate supervision and advice from a high-level, independent standpoint supported by his profound insights and supervisory capability in the areas of corporate management, business strategies, and organizational and human resource management will significantly contribute to the further development and expansion of the Group, we reappointed him as External Director.

    Shigeyuki Kamino

    External Director / Date of birth: May 23, 1947

  • 内田 士郎

    Mr. Shiro Uchida has provided management guidance to major companies both in Japan and abroad and managed multiple companies by leveraging the extensive experience and great knowledge he has cultivated while working as a certified public accountant in both Japan and the U.S. Based on the judgment that his appropriate supervision of and advice on the execution of duties by the Directors from an expert perspective regarding digital transformation, corporate management, finance, M&A, etc., will significantly contribute to the further development and expansion of the Group, we appointed him as External Director.

    Shiro Uchida

    External Director / Date of Birth: April 2, 1955

  • 高石 英明

    Mr. Hideaki Takaishi has extensive experience and wide-ranging knowledge cultivated while working for many years on financial affairs and overseas business at a major general trading company. He has also served as an external director and auditor for major Japanese companies. Based on the judgment that his appropriate supervision of and advice on the execution of duties by the Directors from an expert perspective regarding overseas strategies, capital policy, and various financial strategies will significantly contribute to the further development and expansion of the Group, we appointed him as External Director.

    Hideaki Takaishi

    External Director / Date of Birth: October 7, 1958

  • 大浦 佳世理

    Ms. Kaseri Oura has worked for major pharmaceutical manufacturers both in Japan and abroad and has extensive experience and deep knowledge cultivated through her long global career in the pharmaceutical industry. Based on the judgment that her appropriate supervision of and advice on the execution of duties by the Directors from an expert perspective regarding the formulation of healthcare strategies in collaboration with large pharmaceutical manufacturers, among other things, will significantly contribute to the further development and expansion of the Group, we appointed her as External Director.

    Kaseri Oura

    External Director / Date of Birth: October 27, 1975

Reasons for Appointment of Auditors (As of May 22, 2024)

  • 坂本 利彦

    Mr. Toshihiko Sakamoto has been involved in business management at Japanese companies and has abundant experience in and knowledge of management. Furthermore, he took office as an Auditor of the Company in May 2012 and is familiar with its business. We have judged that he is capable of conducting proper audits of the Company’s business from an objective viewpoint by applying his profound insights concerning corporate management and knowledge of the overall management of the Company, and thus we continued to appoint him as External Auditor.

    Toshihiko Sakamoto

    External Full-time Auditor / Date of birth: October 25, 1946

  • 志村 俊明

    Mr. Toshiaki Shimura has held key positions at listed Japanese companies and has extensive experience and deep knowledge cultivated from being involved in audits at Japanese and overseas companies. Based on our judgment that he is capable of appropriately auditing the Company’s business, including its expanded businesses such as DX and overseas businesses, from an objective viewpoint, we elected him as External Auditor. Although he has not been involved in corporate management except for serving as an external director or corporate auditor, we have judged that he is capable of appropriately fulfilling his responsibilities as External Auditor for the abovementioned reasons.

    Toshiaki Shimura

    External Full-time Auditor / Date of birth: September 28, 1963

  • 安田 加奈

    Ms. Kana Yasuda has engaged in a wide range of business fields, including accounting audits for business corporations, as a certified public accountant and a certified public tax accountant, also serving as an external auditor and an external director for listed companies. We have appointed Ms. Yasuda as External Auditor, expecting her to conduct strict audits from an independent standpoint, supported by her strong expertise in the areas of accounting and tax and abundant experience in the areas of legal affairs, compliance, and risk management.

    Kana Yasuda

    External Auditor / Date of birth: April 10, 1969

  • 葉山 良子

    Ms. Yoshiko Hayama has a high level of expertise in finance and accounting as a certified public accountant and an external director and auditor of listed companies, as well as extensive experience in and wide-ranging knowledge of legal affairs, compliance, and risk management. Furthermore, she has served as a Director of the Company since May 2016 and is familiar with the business of the Company. Based on our judgment that she is capable of appropriately auditing the Company’s business by applying her knowledge of the overall management of the Company and her great expertise in accounting, we elected her as Auditor.

    Yoshiko Hayama

    Auditor / Date of birth: October 7, 1959

Skills Matrix

Name Corporate management Business strategies Human resources Legal affairs and risk management Finance and accounting Healthcare Digital transformation Overseas operations
irector Eiichi Sakakibara ● ● ● ● ●
Katsunori Sugiura ● ● ● ● ● ●
Shinya Sugiura ● ● ● ●
Shigeyuki Kamino ● ● ●
Shiro Uchida ● ● ● ● ● ● ●
Hideaki Takaishi ● ● ● ● ● ●
Kaseri Oura ● ● ● ● ●
Auditor Toshihiko Sakamoto ● ●
Toshiaki Shimura ● ●
Kana Yasuda ● ●
Yoshiko Hayama ● ●

Training program (for officers, including those of major subsidiaries)

We continuously provide opportunities for External Directors and External Auditors to share our management philosophy, management plan, business overview, finance, organization, etc. We offer training programs for Directors, Auditors and Directors of the major subsidiaries concerning relevant laws, finances, corporate governance, risk management, etc. when they newly take office. After they take office, we continuously provide or mediate training opportunities according to their duty, capability and experience, and we offer them financial support for the cost.

Training programs (past results)

Domestic and overseas economic status Marketing
Trend of capital markets Legal affairs and corporate governance
Trend of medical systems Corporate Governance Code
Sustainability management Compliance training
ESG Risk management
Management strategy Organization and HR management and leadership
Management and finance Digital transformation

Notice regarding introduction of executive managing officer system

SUGI Holdings Co., Ltd. is pleased to announce that, at the meeting of the Board of Directors held on January 22, 2024, it decided to introduce an executive managing officer system and appoint executive managing officers.

Purpose of introducing an executive managing officer system

We have introduced an executive managing officer system in order to respond promptly and flexibly to changes in the environment surrounding the Group and its management issues and to promote digital transformation and overseas business, which are the Company’s growth strategies, while strengthening corporate governance.

Overview of the executive managing officer system

  1. Executive Managing Officers are delegated the authority to execute business operations based on business policies decided by the Board of Directors and are responsible for business execution under the supervision of the Board of Directors.
  2. Executive Managing Officers are delegated the authority to execute business operations based on business policies decided by the Board of Directors and are responsible for business execution under the supervision of the Board of Directors.
  3. The term of office of Executive Managing Officers shall be one year, and reappointment shall not be precluded.

Date of introduction of the executive managing officer system

March 1, 2024

Executive managing officer system

New position Name Current position
Executive Managing Officer in Charge of Corporate Planning and Finance Makoto Kasai Newly appointed
Executive Managing Officer in Charge of Human Resource Management, Administration, and Risk Management Shigeki Mori Newly appointed
Executive Managing Officer in Charge of Digital Transformation and Corporate Branding Kazuya Morinaga Newly appointed
Executive Managing Officer in Charge of Overseas Business Takeshi Yamamoto Newly appointed
Executive Managing Officer in Charge of Healthcare and Prescription Dispensing Satoshi Kubo Newly appointed