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)	10
Number of Directors who are Audit & Supervisory Committee Members	3
State of election of Outside Directors	Elected
Number of outside Directors (excluding Outside Directors who are Audit & Supervisory Committee Members)	3
Number of Outside Directors who are Audit & Supervisory Committee Members	2
Number of Outside Directors (excluding Outside Directors who are Audit & Supervisory Committee Members) designated as independent directors	3
Number of Outside Directors who are Audit & Supervisory Committee Members designated as independent directors	2

Outside Director

Shinzo Masuda

Supplementary explanation of conforming items	Reason for appointment
―	Since being elected as an Outside Director, Shinzo Masuda has contributed to strengthening the supervision and ensuring the transparency of the Board of Directors by making statements and offering advice when necessary and appropriate during discussions of proposals and the like. He brings his extensive experience in marketing, etc. in private enterprise as well as broad insight. In addition, as a member of the Nomination and Remuneration Advisory Committee, he has provided opinions regarding the nomination and remuneration of Directors. We expect him to continue to make use of his experience in private enterprise and broad insight mainly to strengthen the supervisory function concerning overall management. Notably, Mr. Masuda has been designated 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

―

Since being elected as an Outside Director, Shinzo Masuda has contributed to strengthening the supervision and ensuring the transparency of the Board of Directors by making statements and offering advice when necessary and appropriate during discussions of proposals and the like. He brings his extensive experience in marketing, etc. in private enterprise as well as broad insight. In addition, as a member of the Nomination and Remuneration Advisory Committee, he has provided opinions regarding the nomination and remuneration of Directors. We expect him to continue to make use of his experience in private enterprise and broad insight mainly to strengthen the supervisory function concerning overall management.
Notably, Mr. Masuda has been designated 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.

Masanobu Muramatsu

Supplementary explanation of conforming items	Reason for appointment
Public Accountant Standing Advisor, Azabu Partners Tax & Accounting Co.	Masanobu Muramatsu has made statements and offered advice when necessary and appropriate during Board of Directors meetings regarding discussions of proposals and management decisions based on his abundant knowledge, experience and broad insight as a certified public accountant and an Audit and Supervisory Board Member of a business company. In addition, since being elected as an Outside Director who is an Audit & Supervisory Committee Member, he has made statements about the Company’s compliance system and other matters when necessary and appropriate at Audit & Supervisory Committee meetings. After his election, we expect him to make use of his professional knowledge as a certified public accountant to strengthen the supervisory functions concerning overall management, mainly from an accounting perspective. Notably, Mr. Muramatsu 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
Standing Advisor, Azabu Partners Tax & Accounting Co.

Masanobu Muramatsu has made statements and offered advice when necessary and appropriate during Board of Directors meetings regarding discussions of proposals and management decisions based on his abundant knowledge, experience and broad insight as a certified public accountant and an Audit and Supervisory Board Member of a business company.
In addition, since being elected as an Outside Director who is an Audit & Supervisory Committee Member, he has made statements about the Company’s compliance system and other matters when necessary and appropriate at Audit & Supervisory Committee meetings. After his election, we expect him to make use of his professional knowledge as a certified public accountant to strengthen the supervisory functions concerning overall management, mainly from an accounting perspective.
Notably, Mr. Muramatsu 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 Partner, NS Law Office Outside Director, DELICA FOODS HOLDINGS CO., LTD. Outside Director, Sompo Holdings, Inc.	Since being elected as an Outside Director, Misuzu Shibata has made statements and offered advice when necessary and appropriate during Board of Directors meetings regarding discussions of proposals and management decisions based on her abundant knowledge, experience and broad insight as an attorney at law and outside director of an industrial corporations. In addition, as a member of the Nomination and Remuneration Advisory Committee, she has reported her opinions regarding the nomination and remuneration of Directors to the Board of Directors. We expect her to continue to strengthen the supervisory functions concerning overall management, mainly from a legal perspective. Notably, Ms. Shibata 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
Partner, NS Law Office
Outside Director, DELICA FOODS HOLDINGS CO., LTD.
Outside Director, Sompo Holdings, Inc.

Since being elected as an Outside Director, Misuzu Shibata has made statements and offered advice when necessary and appropriate during Board of Directors meetings regarding discussions of proposals and management decisions based on her abundant knowledge, experience and broad insight as an attorney at law and outside director of an industrial corporations. In addition, as a member of the Nomination and Remuneration Advisory Committee, she has reported her opinions regarding the nomination and remuneration of Directors to the Board of Directors. We expect her to continue to strengthen the supervisory functions concerning overall management, mainly from a legal perspective.
Notably, Ms. Shibata 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

Toshizo Kamiyama

Supplementary explanation of conforming items	Reason for appointment
Supplementary explanation of conforming items Public Accountant Public Tax Accountant Representative Partner, Kamiyama Accounting TAX CO. Audit & Supervisory Board Member, ATL Systems, Inc. Representative Partner, ALT Tsukiji Audit LLC Audit & Supervisory Board Member, Heibonsha Co., Ltd.	Toshizo Kamiyama has audited the legality of the Directors’ execution of duties and made statements and offered advice when necessary and appropriate during Board of Directors meetings mainly regarding the development of systems for accounting, the establishment of an internal control system, discussions of proposals, and management decisions based on his abundant knowledge, experience and broad insight as a certified public accountant and tax accountant as well as an Audit & Supervisory Board Member of business companies. In addition, he has made statements about the Company’s compliance system and other matters when necessary and appropriate at Audit & Supervisory Committee meetings. Notably, Mr. Kamiyama 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

Supplementary explanation of conforming items
Public Accountant
Public Tax Accountant
Representative Partner, Kamiyama Accounting TAX CO.
Audit & Supervisory Board Member, ATL Systems, Inc.
Representative Partner, ALT Tsukiji Audit LLC
Audit & Supervisory Board Member, Heibonsha Co., Ltd.

Toshizo Kamiyama has audited the legality of the Directors’ execution of duties and made statements and offered advice when necessary and appropriate during Board of Directors meetings mainly regarding the development of systems for accounting, the establishment of an internal control system, discussions of proposals, and management decisions based on his abundant knowledge, experience and broad insight as a certified public accountant and tax accountant as well as an Audit & Supervisory Board Member of business companies. In addition, he has made statements about the Company’s compliance system and other matters when necessary and appropriate at Audit & Supervisory Committee meetings.
Notably, Mr. Kamiyama 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 Partner, Nagatacho Law Office	Since being elected as an Outside Director who is an Audit & Supervisory Committee Member, Tsugukiyo Fujita has made statements at Board of Directors meetings from his professional perspective as an attorney at law to ensure the adequacy and appropriateness of decision-making by the Board of Directors. In addition, he has made statements about the Company’s compliance system and other matters when necessary and appropriate at Audit & Supervisory Committee meetings. Notably, Mr. Fujita has been designated 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
Partner, Nagatacho Law Office

Since being elected as an Outside Director who is an Audit & Supervisory Committee Member, Tsugukiyo Fujita has made statements at Board of Directors meetings from his professional perspective as an attorney at law to ensure the adequacy and appropriateness of decision-making by the Board of Directors. In addition, he has made statements about the Company’s compliance system and other matters when necessary and appropriate at Audit & Supervisory Committee meetings.
Notably, Mr. Fujita has been designated 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.