Member of the Board of Directors
Board of Directors
President & CEO
Yukihiro Makita
Senior Managing Executive Officer and Director
Takashi Uesaka
Managing Executive Officer and Director
Kohei Katsuta
Outside Director
Naoki Shimada
Board of Directors serving as the Audit and Supervisory Committee Members
Outside Director
Mika Yanagisawa
You can view the full list of all officers, including executive officers, from the link below.
Reasons for Appointment
| Name | Reasons for Appointment | Independent Director |
|---|---|---|
|
Yukihiro Makita President & CEO |
Yukihiro Makita has served as President & CEO of the Company for many years. He has been nominated as a candidate for Director because he is expected to continue leading the Company’s management and contribute to advancing its growth strategy by leveraging his extensive experience as a corporate executive and his broad knowledge of the Company’s business. | |
|
Takashi Uesaka Senior Managing Executive Officer and Director |
Having held key positions in areas of Global Business Services and Global Technology Services at IBM Japan, Ltd., and served as President and Representative Director at Kyndryl Japan KK, Mr. Takashi Uesaka possesses extensive experience in the Company’s business domain. He is expected to contribute to advancing the Company’s growth strategy by leveraging his experience, achievements and expertise; accordingly, he has been nominated as a candidate for Director. | |
|
Kohei Katsuta Managing Executive Officer and Director |
Based on his high-level expertise as a certified public accountant and his extensive experience and knowledge gained over many years at audit firms and consulting companies, Mr. Kohei Katsuta currently serves as Managing Executive Officer and Director of the Company. He is expected to continue contributing to advancing the Company’s growth strategy by leveraging his experience, achievements, and expertise; accordingly, he has been nominated as a candidate for Director. | |
|
Naoki Shimada Outside Director |
Based on his extensive experience and expertise as a corporate executive and consultant, Mr. Naoki Shimada provides oversight and advice regarding the Company’s business operations as an outside Director. He is expected to continue contributing to strengthening the Company’s management systems; accordingly, he has been nominated as a candidate for outside Director. If elected, the Company plans to have him, from an independent standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee. | 〇 |
|
Takashi Morisaki Outside Director |
Based on his extensive experience and expertise as a corporate executive, Mr. Takashi Morisaki provides oversight and advice regarding the Company’s business operations as an outside Director. He is expected to continue contributing to strengthening the Company’s management systems; accordingly, he has been nominated as a candidate for outside Director. If elected, the Company plans to have him, from an objective and impartial standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee. | |
|
Yoshimi Shu Outside Director |
Having made numerous achievements at global financial institutions, Ms. Yoshimi Shu currently serves as Representative Director of a management consulting firm. She is expected to continue contributing to strengthening the Company’s management systems by leveraging her extensive expertise in areas such as corporate management and investor relations; accordingly, she has been nominated as a candidate for outside Director. If elected, the Company plans to have her, from an independent standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee. | 〇 |
|
Shinji Kodama Outside Director |
Based on his extensive knowledge and experience at a major financial institution, Mr. Shinji Kodama has served as an outside Audit & Supervisory Board Member of the Company since 2018, conducting audits and providing advice on business execution. The Company has determined that he is qualified in strengthening the effectiveness of management oversight and audit functions of the Company, and has nominated him as a candidate for outside Director who is an Audit & Supervisory Committee Member. If elected, the Company plans to have him, from an independent standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee, and by leveraging his experience, track record, and expertise, audit and supervise the overall business execution as an outside Director who is an Audit & Supervisory Committee Member. |
〇 |
|
Shinya Deguchi Outside Director |
Based on his advanced knowledge as a certified public accountant and extensive experience and expertise at audit firms, Mr. Shinya Deguchi has served as an outside Director of the Company since 2021, providing oversight and advice, etc. on business execution. The Company has determined that he is qualified in strengthening the effectiveness of management oversight and audit functions of the Company, and has nominated him as a candidate for outside Director who is an Audit & Supervisory Committee Member. If elected, the Company plans to have him, from an independent standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee, and by leveraging his experience, track record, and specialized knowledge, audit and supervise the overall business execution as an outside Director who is an Audit & Supervisory Committee Member. Mr. Deguchi has never in the past been involved in the management of a company except as an outside officer. However, the Company has judged that he will appropriately fulfill his duties as an outside Director who is an Audit & Supervisory Committee Member based on the above reasons. |
〇 |
|
Mika Yanagisawa Outside Director |
Ms. Mika Yanagisawa possesses advanced knowledge as an attorney and extensive experience and expertise at legal divisions of other companies. The Company has determined that she will be able to provide objective and professional advice on the Company’s management, exercise appropriate oversight of its business execution, and conduct audits from an impartial standpoint, and has nominated her as a candidate for outside Director who is an Audit & Supervisory Committee Member. If elected, the Company plans to have her, from an independent standpoint, participate in the selection of
candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee, and by leveraging her experience, track record, and specialized knowledge, audit and supervise the overall business execution as an outside Director who is an Audit & Supervisory Committee Member. Ms. Yanagisawa has never in the past been involved in the management of a company except as an outside officer. However, the Company has judged that she will appropriately fulfill her duties as an outside Director who is an Audit & Supervisory Committee Member based on the above reasons. |
〇 |
Skills Matrix of Directors
The key expertise of each Director is as follows. We appoint Directors who possess advanced expertise, extensive experience, and strong professional insight in areas such as corporate management, IT and technology, sales and marketing, legal and risk management, finance and accounting, as well as human resources and talent development. In selecting outside director candidates, we strive to choose individuals who have demonstrated leadership and hold specialized knowledge in fields such as management, law, accounting, public administration, consulting, and education.
This table does not represent all areas of expertise and knowledge held by each Director; rather, it highlights the primary competencies with a “●” mark.
（as of December 1, 2025）
| Name | Specialized Expertise and Knowledge Particularly Expected of Each Director | |||||
|---|---|---|---|---|---|---|
| Corporate Management | IT & Technology | Sales & Marketing | Legal Affairs & Risk Management | Finance & Accounting | Human Resources & Talent Development | |
|
Yukihiro Makita President & CEO |
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Takashi Uesaka Senior Managing Executive Officer and Director |
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Kohei Katsuta Managing Executive Officer and Director |
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|
Naoki Shimada Outside Director |
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Takashi Morisaki Outside Director |
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Yoshimi Shu Outside Director |
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Shinji Kodama Outside Director |
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Shinya Deguchi Outside Director |
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Mika Yanagisawa Outside Director |
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Definition and Description of Each Skill
| Skills | Reason for selection |
|---|---|
| Corporate management | As knowledge and experience cultivated through extensive corporate management and diverse perspectives are essential for effective decision-making and oversight |
| IT & technologies | As IT and technology literacy is essential in the core business areas |
| Sales & marketing | As competitive sales and marketing capabilities are essential for the steady growth of core businesses |
| Legal affairs & risk management | As compliance and sound risk management are essential in preventing damage to corporate value |
| Finance & accounting | As financial strategy is crucial in maintaining financial and accounting soundness required of listed companies, and creating corporate value |
| Development of organization & human resources | As the source of competitiveness lies in human resources and maximizing human capital is a material management challenge |
Board of Directors Compensation
Procedures for Determining Directors’ Compensation
The limit of directors’ compensation was decided to be within 500 million yen per year (however, this does not include salary as employees) at the General Meeting of Shareholders held on December 24, 2004 (at the time of resolution, there were three directors). Additionally, the Articles of Incorporation sets the number of JBS’s directors at three or more. The compensation of directors (excluding outside directors) shall be monetary compensation and consist of, within the scope approved by a resolution of the General Meeting of Shareholders, basic remuneration, bonuses, and directors’ retirement benefits.
(a)The basic remuneration amount is decided upon consultation by the Board of Directors with the Compensation Committee, taking into consideration public compensation levels, management details, balance with employee salaries, etc., and paid monthly
(b)The bonus may be paid upon assessment of individual business execution situations as directors and the amount of bonus is decided upon consultation by the Board of Directors with the Compensation Committee.
(c)The directors’ retirement benefits amount is decided and paid upon consultation by the Board of Directors with the Compensation Committee, based on a resolution by the General Meeting of Shareholders in accordance with Rules on Directors' and Executive Officers' Compensation.
The compensation of outside directors shall be monetary compensation and consists only of a fixed basic remuneration from the viewpoint of maintaining independence. The basic remuneration shall be decided upon consultation by the Board of Directors with the Compensation Committee within the scope approved by a resolution of the General Meeting of Shareholders, taking into consideration public compensation levels, management details and paid monthly.
The limit of Audit & Supervisory Board Members’ compensation was decided to be within 50 million yen per year at the General Meeting of Shareholders held on December 24, 2004 (at the time of resolution, there was one Audit & Supervisory Board Member). Additionally, the Articles of Incorporation sets the number of JBS’s Audit & Supervisory Board Members at three or more. The compensation of Audit & Supervisory Board Members shall be monetary compensation and consist of, within the scope approved by a resolution of the General Meeting of Shareholders, basic remuneration and directors’ retirement benefits.
The basic remuneration amount and directors’ retirement benefits are decided and paid upon consultation by Audit & Supervisory Board Members.
The compensation of part-time Audit & Supervisory Board Members shall be monetary compensation and consist only of a fixed basic remuneration. The basic remuneration amount is decided upon consultation by Audit & Supervisory Board Members and paid every monthly.
Basic Policy on Directors’ Compensation
We position directors’ compensation as one method to acquire, maintain, and nurture professionals at a high level. In order to realize a competitive level, the specific compensation level is set, in principle, to be comparable with that of a peer group consisting of Japanese and foreign companies with which JBS assumes there will be competition in attracting human resources.
Basic Policy on Directors’ Compensation
We position directors’ compensation as one method to acquire, maintain, and nurture professionals at a high level. In order to realize a competitive level, the specific compensation level is set, in principle, to be comparable with that of a peer group consisting of Japanese and foreign companies with which JBS assumes there will be competition in attracting human resources.
Policy and Indicators for Performance-Linked Compensations
We aim to make the compensation of managers consist of an appropriate combination of a basic remuneration, which is a fixed remuneration, and short-term performance-linked remuneration and long-term performance-linked remuneration, which are performance-linked remunerations, as basic compensation components from the viewpoint of securing competitive power in order to acquire and maintain human resources and granting incentive for the company’s sustainable growth and improvement of medium- to long-term corporate value. In the future, we intend to move forward with considering the realization of a more appropriate compensation composition, including performance-linked compensation, taking into consideration the roles and responsibilities of individual managers, such as post, position, managed business, etc.
Basic Policy on Directors’ Compensation
We position directors’ compensation as one method to acquire, maintain, and nurture professionals at a high level. In order to realize a competitive level, the specific compensation level is set, in principle, to be comparable with that of a peer group consisting of Japanese and foreign companies with which JBS assumes there will be competition in attracting human resources.
Total remuneration for directors and Audit & Supervisory Board Members with subtotals for each type of remuneration and numbers of recipients
| Title | Total remuneration （thousands of yen） |
Subtotals for each type of remuneration (thousands of yen) | Number of recipients （persons） |
|||
|---|---|---|---|---|---|---|
| Basic remuneration | Performance-based remuneration | Retirement benefits | Of the left, non-monetary compensation, etc. |
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| Directors (excluding outside directors) | 121,448 | 111,000 | - | 10,448 | - | 4 |
| Audit & Supervisory Board Members (excluding outside Audit & Supervisory Board Members) | - | - | - | - | - | - |
| Outside directors, External Audit & Supervisory Board Members | 57,310 | 56,040 | - | 1,270 | - | 7 |
- The total renumeration for directors does not include salary as employees for employees serving as directors.
Succession Plan
Matters regarding the nomination, remuneration, etc. of the management team including a succession plan shall be deliberated by the Nomination Committee and Compensation Committee with appropriate advice from outside directors, etc.
