Shiseido’s Growth Strategy
Shiseido’s basic policy on corporate governance defines governance as the “platform to realize sustainable growth by fulfilling the corporate mission.” We strive to maximize medium-to-long-term corporate and shareholder value by implementing and reinforcing corporate governance to maintain and improve management transparency, fairness, and speed, and through dialogue with all stakeholders, from consumers, business partners, employees, and shareholders to society and the earth. At the same time, by fulfilling its responsibilities as a public entity of society, Shiseido works to optimize the value it delivers to respective stakeholders.
The Company has adopted a company with an audit & supervisory board organizational structure with double-check functions for business execution: supervision by the Board of Directors and audits by Audit & Supervisory Board members. In order to maintain and improve management transparency, fairness, and speed as per the Basic Policy for Corporate Governance, the Company has reinforced the supervisory function of the Board of Directors by incorporating outstanding functions, including those of a company with nominating committee and company with audit and supervisory committee, etc.
Effective January 2016, the Shiseido Group has launched a global matrix organization which cross-matches six regions with brand categories. Under this matrix organization, the global headquarters is responsible for supervising the overall Group and providing necessary support, while many of the responsibilities and authorities that used to be retained by the Company are delegated to respective regional headquarters of Japan, China, Asia Pacific, the Americas, EMEA, and Travel Retail. The Board of Directors held repeated discussions with regard to an ideal state of the Company’s corporate governance system under this matrix organization, including composition and operation of the Board of Directors. As a result, it concluded that adopting the monitoring board-type structure would ensure sufficient and effective supervisory functions over the Shiseido Group overall, and resolved to implement the monitoring board-type corporate governance while leveraging advantages of a company with an audit & supervisory board structure.
Given that the Company requires directors and Audit & Supervisory Board members to supervise business execution and conduct decision-making on critical matters, it selects candidates based on their personality and insight, regardless of attributes such as gender, age, and nationality, as they must possess various viewpoints and backgrounds, in addition to diverse and sophisticated skills.
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|Global management / Business strategy||Marketing / Experience of the Company's business and the industry||Technology / Innovation||ESG (Environment, Society, Governance)||Legal affairs /
|Finance / Accounting / M&A|
|Masahiko UotaniRepresentative Director,
President and CEO
|Yoichi ShimataniRepresentative Director,
Executive Vice President
|Yukari SuzukiDirector, Executive Corporate Officer|
|Norio TadakawaDirector, Executive Corporate Officer|
|Yoshiaki FujimoriExternal Director (Independent)|
|Yoko IshikuraExternal Director (Independent)|
|Shinsaku IwaharaExternal Director (Independent)|
|Kanoko OishiExternal Director (Independent)|
|Takeshi YoshidaAudit & Supervisory Board Member|
|Akiko UnoAudit & Supervisory Board Member|
|Yasuko GotohExternal Audit & Supervisory Board Member (Independent)|
|Ritsuko NonomiyaExternal Audit & Supervisory Board Member (Independent)|
|Hiroshi OzuExternal Audit & Supervisory Board Member (Independent)|
● mark indicates principal areas of expertise (maximum 3 areas per person)
The Company regards the remuneration policy for directors, Audit & Supervisory Board members, and corporate officers as a matter of the utmost importance for corporate governance.
Remuneration for directors and corporate officers comprises basic remuneration and performance-linked remuneration. The Company sets appropriate executive remuneration levels by making comparisons with those of companies in the same industry or of the same scale in Japan and overseas, taking the Company’s financial condition into consideration.
To establish effective incentives for creating and maintaining long-term corporate value and foster an awareness of the common interests we have with our shareholders, we have introduced performance share units, a type of performance-linked stock remuneration.
The Company has set the long-term targets of net sales of ¥2 trillion and operating profit of ¥300 billion and recognizes that continuous and constant growth in sales and profits is necessary to achieve those targets. For this reason, we have established compound average growth rate (CAGR) as a performance indicator to improve economic value. We have also set internal and external performance indicators to improve and advance performance continuously from an ESG perspective, and we use these indicators as a mechanism for evaluating performance over a three-year period.
Furthermore, we have added consolidated return on earnings (ROE), an important indicator for shareholders, as a performance indicator for determining the payment rate threshold. If performance falls below the threshold, the Company does not pay the performance-linked component. Through these measures, we will ensure profits above a certain level while implementing investments for growth and robust decision-making. We also expect these measures to further heighten awareness among directors and corporate officers of the common interests we have with our shareholders.
Share unit: units equivalent to shares after the evaluation period