Board Composition and RemunerationBoard Composition and Remuneration
Director Skills Matrix
To achieve sustainable growth and maximize medium- to long-term corporate value for Organo, we follow a policy of identifying the knowledge, experience, capabilities, and other skills that directors should possess, and of selecting director candidates so the Board as a whole is well balanced. Based on this policy, we have identified the following skills as essential to executing our medium- to long-term management plan. We believe we have achieved an appropriate skill balance among our directors.
- Name
- Masayuki Yamada
- Nobuyoshi Suda
- Tetsushi Honda
- Shojiro Koike
- Daisaku Abe (outside director)
- Nobuko Hanano (outside director)
- Naomi Kodama (outside director)
- Masaya Chisaki (outside director)
- Hirohito Kodama (outside director)
- Corporate management and strategy
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- Finance and accounting
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- Legal and risk management
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- Global
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- Sales and marketing
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- Technology
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- Human resources strategy
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- Sustain-
ability - ◎
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Skill Definitions and Selection Rationale
- Skills
- Corporate management and strategy
- Finance and accounting
- Legal and risk management
- Global
- Sales and marketing
- Technology
- Human resources strategy
- Sustainability
- Definition and selection rationale
- Given the difficulty of forecasting our business environment over the long term, this skill is required in order to make sound management decisions and oversee the execution of business operations. It forms a foundation for achieving continuous growth and maximizing long-term corporate value as we work toward achieving ORGANO 2030 for the Organo Group.
- This skill is required in order to establish a sound and robust financial foundation, and to promote and oversee our financial strategy, such as realizing both growth investment and shareholder returns. It forms a foundation for achieving continuous growth and maximizing long-term corporate value as we work toward achieving ORGANO 2030 for the Organo Group.
- This skill is crucial in order to support a foundation for fair and sound business activities through appropriately managing risk and ensuring compliance throughout the company. It forms a foundation for achieving continuous growth and maximizing long-term corporate value as we work toward achieving ORGANO 2030 for the Organo Group.
- This skill is required in order to appropriately promote and oversee global strategy, and requires business management experience in international regions including the business areas of the Organo Group, as well as an understanding of diverse lifestyles, cultures and values. It is required in order to accelerate growth in global development areas defined in ORGANO 2030 and to realize continuous growth.
- This skill is required in order to engage in initiatives related to business growth strategies in businesses and areas important to the Organo Group, and to promote and oversee the strengthening of supply chains and locations in domestic and overseas regions. It is required in order to engage in initiatives related to business growth strategies in key businesses and areas defined in ORGANO 2030, and to promote the strengthening of supply chains and locations in domestic and overseas regions.
- This skill is required in order to promote and oversee efforts to strengthen our value chains, and requires knowledge of and experience in technology that is at the foundation of the competitive strengths of the Organo Group. It is required in order to strengthen our value chain, such as strengthening engineering systems, strengthening technology development and intellectual property strategy, and strengthening locations in domestic and overseas regions, as defined in ORGANO 2030. "Technology" also includes the "research and development," "engineering," "production and manufacturing," and "IT, information, and DX" skills.
- This skill is required in order to promote and oversee the strengthening and enhancement of our management foundation, and requires knowledge of and experience in human resource strategy (including organizational strategy, DEI, and training), which is a pillar of the management foundation of the Organo Group. It is required in order to strengthen and enhance our human resource strategy, which is a pillar of the management foundation defined in ORGANO 2030.
- This skill is required in order to promote and oversee the strengthening and enhancement of our management foundation, and requires knowledge of and experience in sustainability (including ESG/SDG initiatives and respect for human rights), which is a pillar of the management foundation of the Organo Group. As a pillar of the management foundation defined in ORGANO 2030, it is required in order to realize a sustainable society and increase the corporate value of the Organo Group together with our stakeholders.
Reasons for Appointment of Outside Directors
- Name
- Daisaku Abe
- Nobuko Hanano
- Naomi Kodama
- Masaya Chisaki
- Hirohito Kodama
- Reason for selection
- Having been involved in areas such as IT and system planning and corporate planning at financial institutions for many years, Mr. Abe possesses deep general knowledge of financial services. In addition, he possesses extensive experience in corporate management, having served as deputy president & executive officer and deputy president & corporate executive of Mizuho Financial Group, Inc., as well as holding various executive and executive officer positions at numerous financial institutions. He has also developed a broad knowledge of corporate management as an outside director in other listed companies. Since joining Organo as an outside director, he has leveraged this extensive and diverse knowledge in bringing beneficial insight and guidance to the management of Organo. In addition, as chairman of the Special Committee, he leads deliberations on matters related to important transactions between Organo and our parent company group. As a member of the Nomination and Remuneration Advisory Committee, he participates in the selection of director candidates, deliberations on matters related to director remuneration, and examinations of executive training plans. We expect that he will continue to play an important role in these areas. In addition to the high ethical standards, sound judgment, and understanding required of a director, he also possesses the experience and knowledge required to promote the continuous growth of the Organo Group and improve corporate value, and we are confident in his ability to appropriately execute his professional duties as an outside director.
- After working in management research at the largest consulting firm in Japan, Ms. Hanano is now active in a wide range of fields as a lawyer. She has also developed broad knowledge of corporate management as an outside auditor in other listed companies. Since joining Organo as an outside audit and supervisory board member, she leveraged this extensive and diverse knowledge in increasing the effectiveness of our audits. Since becoming an outside director, she has leveraged this extensive and diverse knowledge in bringing beneficial insight and guidance to the management of Organo. In addition, as a member of the Nomination and Remuneration Advisory Committee, she participates in the selection of director candidates and deliberations on matters related to director remuneration. As a member of the Special Committee, she participates in deliberations on matters related to important transactions between Organo and our parent company group. We expect that she will continue to play an important role in these areas. In addition to the high ethical standards, sound judgment, and understanding required of a director, she also possesses the experience and knowledge required to promote the continuous growth of the Organo Group and improve corporate value, and we are confident in her ability to appropriately execute her professional duties as an outside director.
- After gaining experience in a wide range of fields at the Ministry of Economy, Trade and Industry (METI), Ms. Kodama now focuses on researching economics at academic institutions. She has recently been involved in researching human capital management and has developed broad knowledge in this area. Since joining Organo as an outside director, she has leveraged this extensive and diverse knowledge in bringing beneficial insight and guidance to the management of Organo. In addition, as a member of the Nomination and Remuneration Advisory Committee, she participates in the selection of director candidates, deliberations on matters related to director remuneration, and examinations of executive training plans. As a member of the Special Committee, she participates in deliberations on matters related to important transactions between Organo and our parent company group. We expect that she will continue to play an important role in these areas. In addition to the high ethical standards, sound judgment, and understanding required of a director, she also possesses the experience and knowledge required to promote the continuous growth of the Organo Group and improve corporate value, and we are confident in her ability to appropriately execute her professional duties as an outside director.
- Having been involved in areas such as company shares, investor relations (IR), public relations, and human resources and labor administration in the broadcasting industry, Mr. Chisaki has served as a director at TBS HOLDINGS, INC., and as a director and managing director at Tokyo Broadcasting System Television, Inc. In addition to extensive experience in corporate management, he is an expert in sustainability, governance, and IR/SR activities. Since being selected as an outside director, he has leveraged this extensive and diverse knowledge in bringing beneficial insight and guidance to the management of Organo. In addition, as a member of the Nomination and Remuneration Advisory Committee, he is expected to participate in the selection of director candidates and deliberations on matters related to director remuneration. As a member of the Special Committee, he is expected to participate in deliberations on matters related to important transactions between Organo and our parent company group. In addition to the high ethical standards, sound judgment, and understanding required of a director, he also possesses the experience and knowledge required to promote the continuous growth of the Organo Group and improve corporate value, and we are confident in his ability to appropriately execute his professional duties as an outside director.
- Hirohito Kodama has been in charge of corporate management for many years as a director of a major food manufacturer. In addition, as an outside director (Audit and Supervisory Committee Member) of another listed company, he has deepened his knowledge on multidimensional corporate management. After assuming the office of an Outside Audit and Supervisory Board Member of the Company, he has been contributing to enhancement of the effectiveness of the Company’s auditing. After his appointment as an Outside Director of the Company, he is expected to give us useful opinions and advice on the management of the Company, utilizing his abundant knowledge of various kinds. Additionally, he is expected to contribute to deliberations on matters related to the selection of candidates for Directors and the compensation of Directors as a member of the Nomination and Remuneration Advisory Committee as well as to deliberations of matters related to material transactions of the Company’s parent company group and the Company as a member of the Special Committee. In addition to high ethical standards, and abilities to accurately make decisions and understand issues, which are essential for a Director, he also possesses the necessary experience and insight to promote sustainable growth and improvement of corporate value of the Group. Therefore, he is deemed to possess the experience and insight necessary to promote the sustainable growth of the Company Group and enhance its corporate value, and has therefore been judged capable of appropriately performing his duties as an Outside Director.
Officer Remuneration
Basic Policy
For executive directors, in addition to fixed (monetary) remuneration, we have established a remuneration structure and levels designed to encourage business execution aligned with our management policy and targets, and to provide strong incentives for achieving short-term and medium- to long-term management goals — supporting the Organo Group's sustainable growth and corporate value enhancement. For non-executive directors (including outside directors), we provide only fixed (monetary) remuneration, ensuring the effective functioning of their oversight and supervisory roles. We have also established the Nomination and Remuneration Advisory Committee as a voluntary advisory body to the Board of Directors, ensuring objectivity and transparency in the processes for determining remuneration and related matters.
Executive Director Remuneration Composition

Overview of the Executive Director Remuneration System
- Remuneration
- (1) Fixed
- (2) Short-term Incentives
- (3) Medium- to Long-term Incentives
- Overview
- Determined based on position
- Monetary remuneration
- Consolidated operating profit, a key management indicator for the Organo Group, is used as the performance evaluation metric to clarify the link between performance and remuneration
- Varies between 0% and 130% based on consolidated operating profit
- Monetary remuneration
- Consolidated return on equity (ROE), a key management indicator for the Organo Group and a measure of capital efficiency, is used as the performance evaluation metric to enhance medium- to long-term corporate value and align interests with shareholders
- Varies between 0% and 200% based on consolidated ROE
- Share-based remuneration delivered via trust
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