Corporate Governance

Basic philosophy for corporate governance

SAN HOLDINGS positions the strengthening and improvement of corporate governance as one of the highest management priorities in order to maintain transparent management in line with basic management policies and constantly increase corporate value.

Corporate Governance System

Corporate Governance System

Board of Directors

The Board of Directors of the SAN HOLDINGS Group has six members, including two outside directors, and holds monthly meetings. Special meetings of the Board of Directors are held at other times as necessary.
The Board of Directors monitors the performance of the directors’ duties and oversees business operations, primarily how the executive officers are conducting these operations.

Reason for selection as an outside director

Name Independent Officer Reason for selection Activities
Masatoshi Harada Mr. Harada has considerable knowledge and experience as a corporate executive as well as outstanding insight involving management.
In addition, Mr. Harada complies with all standards of independence in the Guidelines for Listed Company Management, Etc. and there is clearly no risk of a conflict with ordinary shareholders.
Mr. Harada attended all 17 meetings of the Board of Directors during the fiscal year that ended in March 2021 and made statements at these meetings primarily from the perspective of corporate management.
Hisayuki Suekawa Mr. Suekawa has considerable knowledge and experience as a corporate executive as well as outstanding insight involving management.
In addition, Mr. Suekawa complies with all standards of independence in the Guidelines for Listed Company Management, Etc. and there is clearly no risk of a conflict with ordinary shareholders.
Mr. Suekawa attended all 17 meetings of the Board of Directors during the fiscal year that ended in March 2021 and made statements at these meetings primarily from the perspective of corporate management.

Policy for determining remuneration for directors and other officers

The Remuneration Committee establishes policies for determining the remuneration of directors and other officers and the method for calculating this remuneration.
Each director and audit & supervisory board member receives remuneration that is allocated from within the limit for aggregate remuneration for directors and for audit & supervisory board members that was approved by shareholders. Individual remuneration takes into account the duties, qualifications and other characteristics of each individual and is determined by the Remuneration Committee for directors and by the audit & supervisory board members for themselves.

Audit & Supervisory Board

The SAN HOLDINGS Group uses the audit & supervisory board member governance system. The Audit & Supervisory Board has three members including two outside audit & supervisory board members. The audit & supervisory board members attend meetings of the Board of Directors and other important meetings and perform other activities to monitor the performance of the directors’ duties.

Reason for selection as an outside audit & supervisory board member

Name Independent Officer Reason for selection Activities
Kazumasa Honma Mr. Honma has considerable experience and knowledge as an attorney as well as outstanding insight involving management. In addition, Mr. Honma complies with all standards of independence in the Guidelines for Listed Company Management, Etc. and there is clearly no risk of a conflict with ordinary shareholders. Following his election as an audit & supervisory member on June 24, 2020, Mr. Honma has attended all 17 meetings of the Board of Directors during the remainder of the fiscal year that ended in March 2021. Mr. Honma also attended all 12 meetings of the Audit & Supervisory Board. At these meetings, he/she made statements primarily from the perspective of a corporate executive and an attorney.
Yuto Mikami Mr. Mikami has considerable experience and knowledge as an administrative scrivener and outstanding insight involving management. In addition, Mr. Mikami complies with all standards of independence in the Guidelines for Listed Company Management, Etc. and there is clearly no risk of a conflict with ordinary shareholders. Following his election as an audit & supervisory member on June 24, 2020, Mr. Mikami has attended all 17 meetings of the Board of Directors during the remainder of the fiscal year that ended in March 2021. Mr. Mikami also attended all 12 meetings of the Audit & Supervisory Board. At these meetings, he/she made statements primarily from the perspective of a corporate executive and an administrative scrivener.

Cross-shareholdings

SAN HOLDINGS owns the stock of business partners in order to maintain and strengthen important business relationships as the funeral market in Japan continues to change. The purpose of these holdings is to contribute to the medium to long-term growth of the SAN HOLDINGS Group’s corporate value.

Policy for constructive dialogues with shareholders

SAN HOLDINGS has the following framework and policy for maintaining constructive dialogues with shareholders.

1.The director responsible for investor relations oversees all activities involving dialogues with shareholders. The general managers of the Corporate Planning, General Affairs and Accounting Divisions, who are all senior executives, assist with these activities.

2.The personnel responsible for public relations and investor relations in the Corporate Planning Division ensures that all information requiring disclosure is announced promptly by working with the General Affairs Division, Accounting Division and other related departments. Preparations are made for upcoming announcements and other information involving disclosures is shared.

3.SAN HOLDINGS conducts meetings for announcing financial results and information meetings for shareholders, meets with investors, and performs other activities.

4.The personnel responsible for investor relations in the Corporate Planning Division promptly pass on opinions and responses received through dialogues with shareholders and institutional investors to the director responsible for investor relations and other senior executives.

5.Individuals who participate in dialogues with shareholders and other investors receive training concerning the management of insider information. In addition, individuals who receive significant information that has not been disclosed must sign a confidentiality agreement in advance with SAN HOLDINGS.

Takeover defense plan

Takeover defense plan Yes

At the 90th General Meeting of Shareholders held on June 25, 2019, shareholders approved an extension of Countermeasures for Large-scale Purchases of SAN HOLDINGS Stock (takeover defense plan).
The takeover defense plan will expire at the close of the General Meeting of Shareholders for the last fiscal year that ends within the three-year period beginning at the end of the June 25, 2019 shareholders meeting.
More information about this plan is in a press release dated May 9, 2019 that is posted on the SAN HOLDINGS website. (URL: https://www.san-hd.co.jp/files/news/management/190509_4.pdf )

Basic stance concerning elimination of anti-social forces

  • (1) No relationships with anti-social forces

    All companies in the SAN HOLDINGS Group refuse to have any relationship whatsoever with individuals or organizations that have a negative effect on social order and sound business activities.
    Most importantly, individuals in management positions at group companies must conduct business operations properly without any fear of anti-social forces.
    Group companies firmly reject any threats from organized crime and other sources for the purpose of illegally receiving payments. Resistance is performed as an organization and never on the basis of individual employees.
    Furthermore, group companies use the assistance of the police, attorneys and others in order to work with communities in order to eliminate threats from organized crime.

  • (2) Prohibition of business with anti-social forces

    In accordance with the anti-social force elimination ordinances of Japan’s prefectures, all SAN HOLDINGS Group companies have rules for the elimination of these forces and receive the agreement of customers concerning these rules.
    If a group company discovers that a customer is an anti-social force, the relationship with the customer is immediately terminated, authorities are notified and other actions are taken as needed.