IR TOP
IR・Sustainability
(G) Corporate Governance
Outside Directors and Outside Audit & Supervisory Committee Members

(G) Corporate Governance

Basic Approach

PILOT Corporation and the PILOT Group believe that it is our social responsibility as a corporation to contribute to the development of a sustainable society by seeking to increase our corporate value through business activities.
To achieve sustainable growth and increase our corporate value, we will improve the objectivity and transparency of management and strive to strengthen and improve our corporate governance system to be more effective, from the perspectives of our shareholders, customers, employees, and the local community.

Outside Directors and Outside Audit & Supervisory Committee Members

Board Members
Outside Director
Directors Who Are Audit & Supervisory Committee Members

Board Members

Number of Directors (excluding Directors who are Audit & Supervisory Committee Members) specified in the Articles of Incorporation	No more than 12
Number of Directors who are Audit & Supervisory Committee Members specified in the Articles of Incorporation	No more than six
Term of Directors (excluding Directors who are Audit & Supervisory Committee Members) specified in the Articles of Incorporation	One year
Term of Directors who are Audit & Supervisory Committee Members specified in the Articles of Incorporation	Two years
Chairperson of the Board of Directors	President
Number of Directors (excluding Directors who are Audit & Supervisory Committee Members)	9
Number of Directors who are Audit & Supervisory Committee Members	2
State of election of Outside Directors	Elected
Number of outside Directors (excluding Outside Directors who are Audit & Supervisory Committee Members)	2
Number of Outside Directors who are Audit & Supervisory Committee Members	3
Number of Outside Directors (excluding Outside Directors who are Audit & Supervisory Committee Members) designated as independent directors	2
Number of Outside Directors who are Audit & Supervisory Committee Members designated as independent directors	3

Outside Director

Shinzo Masuda

Supplementary explanation of conforming items	Reason for appointment
―	Shinzo Masuda provides effective skills as an Outside Director and contributes to strengthening the supervision and ensuring the transparency of the Board of Directors. He brings his extensive experience in marketing, etc. in private companies as well as broad insight. In addition, he has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as his independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

Supplementary explanation of conforming items

Reason for appointment

―

Shinzo Masuda provides effective skills as an Outside Director and contributes to strengthening the supervision and ensuring the transparency of the Board of Directors. He brings his extensive experience in marketing, etc. in private companies as well as broad insight. In addition, he has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as his independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

Misuzu Shibata

Supplementary explanation of conforming items	Reason for appointment
Attorney at Law, NS Law Office Outside Director, Delica Foods Holdings Co., Ltd. Outside Director, Sompo Holdings, Inc.	Misuzu Shibata is effective as an Outside Director and contributes to strengthening the supervision and ensuring the transparency of the Board of Directors. She brings her abundant knowledge, experience and deep insight as an attorney at law and outside director of an industrial corporation. In addition, she has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as her independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

Supplementary explanation of conforming items

Reason for appointment

Attorney at Law, NS Law Office
Outside Director, Delica Foods Holdings Co., Ltd.
Outside Director, Sompo Holdings, Inc.

Misuzu Shibata is effective as an Outside Director and contributes to strengthening the supervision and ensuring the transparency of the Board of Directors. She brings her abundant knowledge, experience and deep insight as an attorney at law and outside director of an industrial corporation. In addition, she has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as her independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

* The officially registered name of Misuzu Shibata is Misuzu Koyama.

Directors Who Are Audit & Supervisory Committee Members

Masanobu Muramatsu

Supplementary explanation of conforming items	Reason for appointment
Public Accountant Public Tax Accountant Standing Advisor, Azabu Partners Tax & Accounting Co.	Masanobu Muramatsu is an effective Outside Director, contributing to strengthening the supervision and ensuring the transparency of the Board of Directors. He uses his in-depth insight gained from his experience in international accounting practices overseas in addition to his expertise as a certified public accountant and tax accountant. In addition, he has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as his independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

Supplementary explanation of conforming items

Reason for appointment

Public Accountant
Public Tax Accountant
Standing Advisor, Azabu Partners Tax & Accounting Co.

Masanobu Muramatsu is an effective Outside Director, contributing to strengthening the supervision and ensuring the transparency of the Board of Directors. He uses his in-depth insight gained from his experience in international accounting practices overseas in addition to his expertise as a certified public accountant and tax accountant.
In addition, he has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as his independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

Toshizo Kamiyama

Supplementary explanation of conforming items	Reason for appointment
Public Accountant Public Tax Accountant Representative, Toshizo Kamiyama Certified Public Accountant Office Representative Partner, Kamiyama Accounting Tax Co. Audit & Supervisory Board Member, ATL Systems, Inc. Representative Partner, ALT Tsukiji Audit LLC	Toshizo Kamiyama is an effective Outside Director, contributing to strengthening the supervision and ensuring the transparency of the Board of Directors. He uses his deep insight gained from his experience as a certified public accountant and tax accountant as well as an Audit & Supervisory Board Member of a business company. In addition, he has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as his independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

Supplementary explanation of conforming items

Reason for appointment

Public Accountant
Public Tax Accountant
Representative, Toshizo Kamiyama Certified Public Accountant Office
Representative Partner, Kamiyama Accounting Tax Co.
Audit & Supervisory Board Member, ATL Systems, Inc.
Representative Partner, ALT Tsukiji Audit LLC

Toshizo Kamiyama is an effective Outside Director, contributing to strengthening the supervision and ensuring the transparency of the Board of Directors. He uses his deep insight gained from his experience as a certified public accountant and tax accountant as well as an Audit & Supervisory Board Member of a business company.
In addition, he has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as his independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

Tsugukiyo Fujita

Supplementary explanation of conforming items	Reason for appointment
Attorney at Law	Tsugukiyo Fujita is an effective Outside Director, contributing to strengthening the supervision and ensuring the transparency of the Board of Directors. He uses his wide-ranging insight including expertise as an attorney. In addition, he has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as his independence meets the requirements for independent directors set by the Tokyo Stock Exchange.

Supplementary explanation of conforming items

Reason for appointment

Attorney at Law

Tsugukiyo Fujita is an effective Outside Director, contributing to strengthening the supervision and ensuring the transparency of the Board of Directors. He uses his wide-ranging insight including expertise as an attorney. In addition, he has been appointed as an independent director based on the judgment that there is no risk of a conflict of interest with general shareholders, as his independence meets the requirements for independent directors set by the Tokyo Stock Exchange.