Directors and Audit & Supervisory Board Members

Selection, Dismissal, and Term of Office of Directors

Policy of Selection of Directors

Directors are selected from candidates inside and outside the company that have the potential to strengthen appropriate policy-making, decision-making and oversight befitting" an airline group operating diverse global businesses mainly in air transportation." Potential candidates are honest in character, possess vast experience, deep insight and an advanced level of expertise. The selection is made within the scope of relevant laws such as the Civil Aeronautics Act, and regardless of factors such as age, race, ethnicity, gender or nationality.

(i) Internal Directors

In addition to the Chairman who chairs the Board of Directors, the President and CEO, and the CFO, internal directors are selected from candidates that include the President and CEO of ALL NIPPON AIRWAYS CO.,LTD the core company of the Group, corporate executive officers responsible for managing overall Group operations, and group companies' directors that are familiar with Group businesses.

(ii) Outside Directors

Several Outside Directors are selected from among candidates that possess a practical viewpoint based on their vast experience in corporate management or from among candidates that have a global or community-oriented viewpoint owing to a high level of knowledge about social and economic trends, an objective and expert outlook, and who are independent from the Company (based on separately established "Independence Guidelines PDF Opens in a new window.In the case of an external site,it may or may not meet accessibility guidelines.").

Process of Selection or Dismissal of Directors

Candidates are decided by the Board of Directors, taking into the reports by the Personnel Advisory Committee, which is an advisory committee to the Board of Directors. The majority of members on this committee are Outside Directors. In order to ensure transparency and fairness in the selection, the Personnel Advisory Committee discusses the candidates for directors before the Board of Directors makes its resolution.
However, in the event that circumstances arise where a director has violated laws and regulations or the Articles of Incorporation, or when it is otherwise deemed difficult for a director to execute his or her duties, deliberations will be conducted in the Personnel Advisory Committee, and after receiving a report on these deliberations, the Board of Directors will decide whether to submit a proposal to the Ordinary General Meeting of Shareholders concerning the dismissal of such director.

Term of Directors

In accordance with the Articles of Incorporation, the term of office for directors runs until the close of the Ordinary General Meeting of Shareholders for the most recent fiscal year within one year after selection, and does not preclude reappointment.

Directors

  • as of June 29, 2021
  • For full career background information about the directors see the Management Members.
  • These director candidates assumed their positions after being appointed at the 76th Ordinary General Meeting of Shareholders.

Directors

Directors Material concurrent positions at other corporations, etc. Reason for electing as Director Attendance at meetings of the Board of Directors, etc. in FY2020
(Number of Attendance / Number of Meetings Held (Attendance Rate))
Shinichiro Ito
Chairman of the Board
Chairman of the Board of Directors
Outside Director of Mitsui Fudosan Co., Ltd. Reason for electing as Director Board of Directors: 12/12 (100%)
Shinya Katanozaka
President & Chief Executive Officer
Chairman of ALL NIPPON AIRWAYS CO., LTD.
Vice Chairman, Japan Business Federation (Keidanren)
Director (Outside Director) of Tokio Marine Holdings, inc.
Reason for electing as Director Board of Directors: 12/12 (100%)
Personnel Advisory Committee: 3/3(100%)
Remuneration Advisory Committee: 3/3(100%)
Koji Shibata
Senior Executive Vice President
Reason for electing as Director Board of Directors: 10/10 (100%)
Naoto Takada
Executive Vice President, Member of the Board of Directors
Reason for electing as Director Board of Directors: 12/12 (100%)
Ichiro Fukuzawa
Executive Vice President, Member of the Board of Directors
Reason for electing as Director Board of Directors: 12/12 (100%)
Tatsuhiko Mitsukura
Executive Vice President
Reason for electing as Director Board of Directors: 0/0
Yuji Hirako
Member of the Board of Directors
President and CEO of ALL NIPPON AIRWAYS CO., LTD.
Chairman of All Japan Air Transport and Service Association Co., Ltd.
Reason for electing as Director Board of Directors: 12/12 (100%)

Outside Directors

Outside Directors Independent Material concurrent positions at other corporations, etc. Reason for electing as Outside Director Attendance at meetings of the Board of Directors, etc. in FY2020
(Number of Attendance / Number of Meetings Held (Attendance Rate))
Ado Yamamoto Independent Advisor of Nagoya Railroad Co., Ltd.
Chairman of Nagoya Chamber of Commerce & Industry
Director (Outside Director) of Chubu-Nippon Broadcasting co., LTD.
Reason for electing as Director Board of Directors: 12/12 (100%)
Personnel Advisory Committee: 3/3(100%)
Remuneration Advisory Committee: 3/3(100%)
Izumi Kobayashi Independent Director (Outside Director) of Mitsui & Co., Ltd. Director (Outside Director) of Mizuho Financial Group, Inc. Reason for electing as Director Board of Directors: 12/12 (100%)
Personnel Advisory Committee: 3/3(100%)
Remuneration Advisory Committee: 3/3(100%)
Eijiro Katsu Independent President and Representative Director and COO of Internet Initiative Japan Inc. Reason for electing as Director Board of Directors: 10/10 (100%)
Personnel Advisory Committee: 3/3(100%)
Remuneration Advisory Committee: 3/3(100%)
  • There is no special interest between the company where the member holds concurrent positions and the Company.

Selection and Term of Audit & Supervisory Board Members

Policy of Selection of Audit & Supervisory Board Members

Audit and Supervisory Board Members are selected from several candidates inside and outside the ANA Group that possesses the vast experience and high level of expertise required to conduct audits to ensure the achievement of healthy development and to bolster the trust society has in the ANA Group. Selection of candidates is made regardless of gender, nationality, or other factors. Note that a minimum of one person with adequate knowledge of finance, accounting and legal affairs is also selected.

(i) Internal Audit & Supervisory Board Members

Internal Audit and Supervisory Board Members are selected from among candidates with knowledge and experience in areas including corporate management, finance, accounting, legal affairs, risk management, and the operation of the airline business, and who are capable of gathering information from inside the Group.

(ii) Outside Audit & Supervisory Board Members

Outside Audit and Supervisory Board Members are selected from candidates that are independent from the Company (based on separately established "Independence Guidelines") and who possess a high level of knowledge in various areas, including vast experience in corporate management, a strong insight into areas such as social and economic trends, and adequate knowledge of finance, accounting and legal affairs.

Term of Selection of Audit & Supervisory Board Members

In accordance with the Companies Act, the term of office for an Audit and Supervisory Board Member runs up to the close of the Ordinary General Meeting of Shareholders for the most recent fiscal year, within four years of selection, and does not preclude reappointment.

Audit & Supervisory Board Members

  • as of June 29, 2021
  • For full career background information about the directors see the Management Members.
  • Mr. Toyoyuki Nagamine and Mr. Shingo Matuo were elected at the 75th General Meeting of Shareholders.

Audit & Supervisory Board Members

Audit & Supervisory Board Members Material concurrent positions at other corporations, etc. Reason for election as Audit & Supervisory Board Member Attendance at meetings of the Board of Directors, etc. in FY2020
(Number of Attendance / Number of Meetings Held (Attendance Rate))
Toyoyuki Nagamine
(full-time)
Reason for electing as Director Board of Directors: 10/10 (100%)
Audit & Supervisory Board: 11/11 (100%)
Akihiko Miura
(full-time)
Reason for electing as Director Board of Directors: 0/0
Audit & Supervisory Board: 0/0
  • Mr.Akihiko Miura was elected at the 76nd General Meeting of Shareholders.

Outside Audit & Supervisory Board Members

Outside Audit & Supervisory Board Members Independent Material concurrent positions at other corporations, etc. Reason for election as Outside Audit & Supervisory Board Member Attendance at meetings of the Board of Directors, etc. in FY2020
(Number of Attendance / Number of Meetings Held (Attendance Rate))
Nozomu Kano
(full-time)
Independent Reason for electing as Director Board of Directors: 12/12 (100%)
Audit & Supervisory Board: 13/13 (100%)
Remuneration Advisory Committee: 3/3(100%)
Shingo Matsuo Independent Special Advisor of Kyushu Electric Power Co., Inc. Honorary Chairman of Kyushu Economic Federation Reason for electing as Director Board of Directors: 12/12 (100%)
Audit & Supervisory Board: 13/13 (100%)
Eiji Ogawa Independent Professor, Faculty of Economics, Tokyo Keizai University
Deputy Chairman of Council on Customs, Tariff, Foreign Exchange and Other Transactions, Ministry of Finance
Reason for electing as Director Board of Directors: 12/12 (100%)
Audit & Supervisory Board: 13/13 (100%)
  • There is no special interest between the company where the member holds concurrent positions and the Company.
  • Mr. Nozomu Kano was elected at the 74th General Meeting of Shareholders.
    Mr.Shingo Matsuo was elected at the 75th General Meeting of Shareholders.
    Mr. Eiji Ogawa was elected at the 73rd General Meeting of Shareholders.

Independence Guidelines

From the standpoint that Outside Directors bring a different and diverse set of knowledge and experience to the Company which can potentially contribute to the achievement of sustainable growth and improvement in corporate value in the medium- to long-term, Outside Directors are included in the decision-making process for important fundamental management policies, including corporate strategies, and provide advice, supervision and monitoring of business execution.

Please see the Fundamental Policy on Corporate Governance regarding Independence Guidelines PDF Opens in a new window.In the case of an external site,it may or may not meet accessibility guidelines..

Remuneration for Directors and Audit & Supervisory Board Members

Directors' Remuneration

Basic Policies for Director Remuneration

The basic policies for director remuneration are as follows:

  • Ensure the transparency, fairness, and objectivity of remuneration and establish a remuneration level worthy of his / her roles and responsibilities
  • Create a system that can reflect the contributions of individual directors by introducing performance-linked remuneration combining a diverse range of indicators to clarify roles and responsibilities for company results.
  • Establish a remuneration system that achieves our social responsibilities as a company, while allowing the Company to share profits with shareholders through raising medium- to long-term corporate value.

Procedures for Determining Remuneration

In accordance with the above policy, our company's compensation for directors is determined by the Board of Directors considering the reports from the Compensation Advisory Committee. This body meets three times a year and the attendance rate at all meetings in FY 2020 was 100%. The Committee is chaired by an outside director and composed of a majority of outside directors and outside experts, taking into account the standards of other companies. After deliberation, the recommended compensation is reported to the Board of Directors, and decisions are confirmed through a resolution by the Board of Directors.

  • Individual final payments are assessed and determined by the president appointed by the Board of Directors after the president determines the degree of contribution based on the commitment of individual executives and conducts individual interviews.
  • In the event of an unexpected rapid change in the business environment, the amount and duration of the reduction are clearly indicated, and the decision to reduce monthly, bonus and stock compensation is left to the President.
    As for remuneration for the fiscal year ended March 31, 2021, a portion of the monthly remuneration was reduced because a loss was expected to be recorded due to the spread of COVID-19. There are no plans to award performance-based bonuses.

Remuneration System

The design of compensation for Directors (Excluding Outside Directors) will consist of a fixed basic remuneration as well as a performance-linked bonus and a long-term share remuneration to create incentives that drive the Company to achieve sustainable growth.
The ratio of fixed basic remuneration and bonus / share remuneration for total remuneration is 1:0.67 fixed to variable if annual performance targets have been accomplished. The ratio of variable remuneration ranges from 0.0 to 1.0 times according to the degree of achievement for annual performance targets.

a. Basic Remuneration

Just as with bonuses and equities, compensation is based on the results of surveys and expert advice from outside the organization. Companies with similar operating revenues and size are discussed by the Compensation Advisory Committee, and compensation for each position is determined by the Board of Directors.

b. Bonus

We use "Net Income", "Safety", "Customer Satisfaction", and "Employee Satisfaction" as indicators that reflect the performance and substance for a single fiscal year. The Remuneration Advisory Committee and the board of directors have previously determined the target values for each indicator and a table for corresponding payment levels. This table determines payment amounts based on the performance on each indicator.

c. Share Remuneration

"Return on Equity (ROE)", "Operating Income Margin", "CO2 Emissions*1", "ESG External Evaluation Index*2", "Productivity Improvement Indicator", etc. are used as evaluation indices to reflect improvement of corporate value in the medium to long term, for sustainable development, and company ESG efforts. The compensation amount is determined by combining the level of compensation benefits determined by the Compensation Advisory Committee and the Board of Directors with each evaluation indicator.
In order to encourage management to view operations from a medium-term perspective, instead of looking at performance in just a single fiscal year, we conduct "multi-year evaluations" in which stock points are awarded after the evaluation period ends during the three years from fiscal 2020 to fiscal 2022.
The delivery of company shares will be made in a lump sum after the individual retires from the position of Director.
If a Director retires before the expiration of the Evaluation Period, after the Evaluation Period ends at the end of FY 2022 and the Progression Points are finally determined, the Progression Points are distributed proportionately during the enrollment period.

Remuneration for outside Directors consists of fixed compensation (monthly compensation) without a performance-linked portion. This compensation encourages outside directors to exercise their supervisory functions from an independent standpoint.

  1. *1. Target CO2 emissions per RTK (ton-kilometer) at the end of FY2022
  2. *2. "Dow Jones Sustainability Index", "FTSE4Good", "CDP", and "MSCI". These measures always reflect the latest global trends and requests from stakeholders, and can measure the level of ESG management promotion of the ANA Group compared to other companies.

Audit & Supervisory Board Members' Remuneration

Basic Policy and System for Audit & Supervisory Board Members' Remuneration

Remuneration for both inside and outside Audit & Supervisory Board members consists of fixed compensation (monthly compensation) without a performance-linked portion. This compensation encourages those members to exercise their supervisory functions from an independent standpoint. Remuneration levels for members of the Audit & Supervisory Board are determined in line with remuneration at other companies and in consultation with outside experts.

  • The following is the basic diagram for normal operation. In FY 2020, remuneration for directors was reduced for emergency response, which is different from the table below.
Conceptual Diagram for the Officer Remuneration System
  1. *1. Range from 0.0 to 1.0 times according to the degree of achievement for annual performance targets.
  2. *2. It was resolved at the 70th Ordinary General Meeting of Shareholders held on June 29, 2015 that the maximum annual amount of 100 million yen (500 million yen per five fiscal years) would be contributed into a trust as the share remuneration.
  3. *3. For the share remuneration granted during a Director's service on the Board, shares (a part of which will be paid in cash equivalent to the market value) will be delivered through a stock delivery trust at the time of his/her retirement.
Remuneration of Directors and Audit & Supervisory Board Members (Fiscal Year Ended March 31, 2020)
Total amount of remuneration (millions of yen) Total amount by remuneration type (millions of yen)
Basic remuneration
Total amount by remuneration type (millions of yen)
Bonus
Total amount by remuneration type (millions of yen)
Share Remuneration Plan
Number of persons entitled to payment
Directors
(Outside Directors)
317(41) 233(41) 0(0) 84(0) 11(4)
Audit & Supervisory Board Members (Outside Audit & Supervisory Board Members) 117(58) 117(58) 0(0) 0(0) 6(3)
Audit Fees (Fiscal year ended March 31, 2020)
Compensation paid for audit certification activities
(millions of yen)
Compensation paid for non-audit activities (millions of yen)
ANA HOLDINGS INC. 75 36
Consolidated Subsidiaries 204 9
Total 279 45
  1. It was resolved at the 66th Ordinary General Meeting of Shareholders of the Company held on June 20, 2011 that the maximum amount of remuneration of Directors per year would be 960 million yen.
  2. It was resolved at the 74th Ordinary General Meeting of Shareholders of the Company held on June 21, 2019 that the maximum amount of remuneration of Audit & Supervisory Board Members per year would be 180 million yen.
  3. Separately from the amount of remuneration authorized by the resolution referred to in the Note 1 above, the amount of the share remuneration represents an amount charged in accordance with the share remuneration plan approved by a resolution passed at the 70th Ordinary General Meeting of Shareholders of the Company held on June 29, 2015.
  4. Figures in the table have been rounded down to the nearest million yen.
  1. Compensation for the fiscal year ended March 31, 2021 was significantly reduced due to a loss incurred in connection with the spread of COVID-19. There are no plans to award performance-based bonuses.

Training Policy for Directors and Audit & Supervisory Board Members

Internal directors aim to continually acquire knowledge. They attend external seminars on finance, accounting and compliance at the time of appointment, and based on their level of knowledge and experience, continue to attend external seminars after their appointment and receive private coaching when necessary. The Company provides necessary support for this self-improvement.
Furthermore, group training for directors and Audit and Supervisory Board Members, along with lectures and exchanges of opinions with external instructors are periodically carried out to provide information and knowledge required by directors to fulfill their roles.
Internal Audit and Supervisory Board Members, upon appointment, take external seminars on accounting and finance should they have no experience in working at the accounting or finance divisions.
Also, after appointment, depending on their level of knowledge and experience, they participate in seminars on various topics, including auditing methods, ESG perspectives, risk management and compliance. The Company provides the necessary support for internal Audit and Supervisory Board Members to carry out this self-improvement.
Outside directors and the Outside Audit & Supervisory Board Member are provided with explanations regarding "business strategy", "human resources strategy", "financial strategy", "Governance System", and "Risk Management" among other briefings in order to deepen their understanding of the ANA Group and the airline industry,. After their appointment, they are given the opportunity to tour sites and facilities, including airport handling, aircraft maintenance, flight operations and passenger cabins. In addition, ongoing training is being implemented, covering topics such as basic knowledge on the airline industry, and explanations of business operations at major subsidiaries.

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