J Front Retailing : Internet Disclosure Items for Notice of Convocation of Shareholders Meeting (Systems to Ensure Properness of Operations , Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements)(PDF441KB)

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail.

J. FRONT RETAILING Co., Ltd. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Internet Disclosure Items for Notice of Convocation of the 15th Annual Shareholders Meeting

Systems to Ensure Properness of Operations

in the Business Report

Notes to Consolidated Financial Statements

Notes to Non-consolidated Financial Statements

(From March 1, 2021 to February 28, 2022)

J. FRONT RETAILING Co., Ltd.

As for Systems to Ensure Properness of Operations , Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements, the Company provides those to shareholders by means of disclosure through the Internet (on the Company's website:https://www.j-front-retailing.com/) in accordance with the laws and regulations and Article 16 of the Company's Articles of Incorporation.

Systems to Ensure Properness of Operations (revised on June 1, 2021)

This is a basic policy relating to building an internal control system for lawful and appropriate execution of overall business within the corporate group comprising J. FRONT RETAILING Co., Ltd. (hereinafter the "Company") and its operating companies (collectively, the "Group"). By specifically promoting this policy, the Group aims to contribute to increasing corporate value.

•  The Company aims to realize corporate governance that is a structure for transparent, fair, swift and resolute decision-making with due attention to the perspectives of shareholders and also customers, employees and local communities in order to ensure the sustainable growth of the Group and increase corporate value over the medium to long term. The Company has therefore adopted the company with three committees (nomination, audit, and remuneration committees) in order to strengthen the oversight function and decision-making function for business execution of the Board of Directors by clearly separating management oversight and execution functions.

•  In order to achieve our best possible corporate governance structure, it is important that the President and Representative Executive Officer takes and hedges various risks (uncertainties) within the corporate group to build an internal control system capable of appropriate and efficient business execution.

•  The internal control system is a structure that companies should establish to control internal risks (uncertainties) with a view to realizing sustainable, stable growth. Specifically, the system comprises the following Group management system, risk management system, legal compliance system, internal audit structure, and structure of the audit committee.

I. Group Management System

(i) Board of Directors

•  The Board of Directors shall perform an oversight function by monitoring the Executive Officers' and Directors' execution of business.

•  The Board of Directors shall discuss and resolve matters defined in the Companies Act and/or the Articles of Incorporation, as well as the Group Vision, Medium-term Business Plan, overall policy and plan for the Group management, M&As, the Group financing plans, and other individual important matters relating to the Group management. In order to speed up business decisions and execution, the task of determining matters involving business execution other than the above shall be delegated to execution, with the exception of matters which have a material impact on the Group management.

•  For monitoring action, decision making and the like by the Board of Directors, a certain number or more of highly independent Outside Directors shall be appointed, having no risk of a conflict of interest with the Company's shareholders, and being able to provide judgments independently from top management and make decisions appropriately.

•  To ensure effectiveness of objective management oversight, in addition to the Outside Directors, internally promoted Directors who do not execute business and who are well informed about internal information shall also be appointed.

•  To further strengthen oversight function while conducting smooth operation of the Board of Directors, an Inside Director who does not execute business shall be selected as the Chairperson of Board of Directors.

(ii) Management execution framework

 The Company shall clearly separate management oversight and execution and strengthen the Board of

Directors' oversight function while delegating authority for execution to enable swift management decision-making. Meanwhile, execution shall be controlled by having the following framework.



The organization responsible for execution shall consist of the Management Strategy Unit, Group Digital Strategy Unit, Financial Strategy Unit, Human Resources Strategy Unit and Administration

Unit, and Executive Officers shall be appointed as the head of the units, through which the Company shall achieve swift and efficient business execution.

•  The Company clarifies the missions of the President and Representative Executive Officer and each strategy unit. Each division formulates and executes a concrete plan based on the mission, and the roles and operations set forth in the Rules for Division of Organizations and Duties.

•  Execution shall formulate the major Group management policies and individual important matters, and oversee business execution of operating companies. The Board of Directors shall discuss and determine (approve) the suitability of major policies and plans that execution has prepared as well as individual important matters.

•  It discusses the overall policy, plan, and other matters concerning the Group's management at the Group Management Meeting, the Group Policy Meeting, each segment's Medium-term Business Plan Progress Meetings, the Affiliated Business Companies Results and Strategy Examination Meeting, etc. At them, participants confirm the progress of management strategies, share information between management, and so forth.

•  The Company shall construct systems to raise overall efficiency of the Group such as the introduction of the Group's common accounting system in principle and promotion of centralized management of the Group funds.

•  The Company has adopted the International Financial Reporting Standards (IFRS) voluntarily in the interest of implementing effective management based on appropriate asset evaluation, applying business management that gives emphasis to the profit of the current period and increasing convenience for overseas investors by improving the international comparability of financial information.

(iii) System to secure appropriateness of financial reporting



With regard to internal controls over financial reporting, the Company shall be in compliance with Japan's Financial Instruments and Exchange Act and various associated laws and regulations, and construct an internal company system to ensure the legality and appropriateness of its financial reporting. In addition, all operating companies shall also construct the same system.

II. Risk Management System

(i) Risk Management Committee

•  The Company shall establish the Risk Management Committee as an advisory body to the President and Representative Executive Officer with regard to risk management. The committee is chaired by the President and Representative Executive Officer and comprises Executive Officers and others.

•  An officer shall be put in charge of risk management in order to promote the operation of risk management.

•  Each operating company shall put departments and responsible persons in charge of promoting compliance and risk management, and carry out daily supervision and direction of risk management.

•  The Risk Management Committee shall systematically manage and address strategic and other risks as a whole from a company-wide perspective, enabling management decisions from the perspective of risk management.

•  For risks involved in business operations, the Risk Management Committee shall carry out evaluations and management, and for important risks, the committee shall periodically report on the risk management status to the Board of Directors.

•  Risks to be addressed shall be managed by the Management Planning Division by reviewing the JFR Group Risk List and JFR Group Risk Map, which centrally list all the risks in the Group at any time.

•  Of the risks involved in business operations that are identified, for particularly serious items, the Risk Management Committee shall deliberate over and determine a policy in response, and shall respond to them by having the Company and operating companies execute the policy.

(ii) Execution control  Under the direction of President and Representative Executive Officer, the Company shall assign full-

time staff to the Management Planning Division in the Management Strategy Unit to strengthen internal control over execution. The person responsible shall develop and manage the control environment at the Company and the operating companies.

•  The Management Planning Division shall develop and manage the internal controls under the Companies Act and the internal control system under the Financial Instruments and Exchange Act at the Company and the operating companies.

•  The Management Planning Division shall coordinate with the Audit Committee, the Internal Audit Division, and each supervisory units and operating companies to share information and remedy any deficiencies that occur in the internal controls.

(iii) Hazard risk response

For hazard risks such as large-scale earthquakes, fires and accidents, crisis management shall be controlled by the Emergency Response Headquarters headed by the President and Representative Executive Officer.

III. Legal Compliance System

(i) Compliance Committee

•  The Company shall establish the Compliance Committee as an advisory body to the President and Representative Executive Officer regarding the operation of compliance management. The President and Representative Executive Officer shall be the chairperson and the members of the committee shall be a corporate lawyer, Executive Officers and others.

•  An officer shall be put in charge of compliance in order to promote the operation of compliance management.

•  Each operating company shall put departments and responsible persons in charge of promotion of compliance and risk management, and shall carry out daily supervision and direction of business operations that are in accordance with laws and regulations and internal company rules.

•  The Compliance Committee shall work to develop the foundations of compliance management such as internal company rules, operation management manuals and formulation of management systems. In addition, the committee shall periodically formulate and track progress on compliance penetration activities such as e-learning, through departments in charge of promotion of compliance at each company.

•  The Compliance Committee shall periodically request reports from persons in charge of promotion of compliance at operating companies regarding the status of compliance management in their respective areas of responsibility, and take proper rectification measures. In addition, the committee shall formulate guidelines and measures to prevent recurrence to be followed and taken by the Group as a whole, and implement the said guidelines and measures.

(ii) Whistle-blowing system

•  The Company shall establish the "JFR Group Compliance Hotline" as the whistle-blowing system of the Group that also extends beyond companies (to a corporate lawyer), which may be used by all persons working at the Company and operating companies.

•  The hotline's policy shall be to maintain strict confidentiality regarding notifications and reports and shall not disclose the personal information of whistleblowers to a third party without their consent; to be careful to avoid identification of the whistleblower when investigating the facts; and to ensure that whistleblowers are not subjected to disadvantageous treatment in terms of personnel affairs or any other aspect.

•  For hotline reports concerning management personnel, the Company shall build a structure whereby the reports are submitted directly to the Audit Committee and subjected to directions from the Audit Committee so as to secure an independent reporting route.

IV. Internal Audit Structure

•  The Company shall establish an independent Internal Audit Division under the direction of the President and Representative Executive Officer. In accordance with internal audit rules and under the direction of the President and Representative Executive Officer, the Internal Audit Division shall audit the operations of the Company and operating companies or properly report the results of audits of operations, examine the properness and effectiveness of the processes for their operations, and provide guidance, advice and proposals to all departments at the Company and to operating companies.

•  The persons responsible for the internal audit departments, while providing directions, guidance and assistance to the internal audit divisions of the operating companies, provide a report to the President and Representative Executive Officer of the status of internal control functions through a third-party evaluation of the audit plans and audit results of the operating companies.

•  To further enhance corporate governance by strengthening auditing functions, the Company shall clarify links between the President and Representative Executive Officer, the Audit Committee and the Internal Audit Division. Specifically, the Company shall adopt a system in which reports are submitted to both the President and Representative Executive Officer and the Audit Committee. When the reports are made, the audit report and the improvement report shall be made together to realize swift measures.

•  Appointments and transfers of persons responsible for the internal audit departments shall be subject to advance approval by the Audit Committee, and when such persons are evaluated, the Audit Committee states an opinion to the execution of such evaluation.

V. Structure of the Audit Committee

•  The Audit Committee shall audit the legality and suitability of the execution of duties by the Executive Officers and Directors.

•  To aim to maintain and improve the accuracy of audits, a full-time Audit Committee member shall be appointed from among the Inside Directors who do not execute business as Audit Committee members.

•  The Audit Committee Secretariat has been established as an organization in charge of assistance for the Audit Committee's duties.

•  Regarding personnel affairs related to the Audit Committee Secretariat organization and staff members, the Audit Committee's advance approval is required to ensure independence.

•  The Audit Committee shall have periodic meetings with the President and Representative Executive Officer to share information. Moreover, the Company's Executive Officers and Directors may be asked to attend Audit Committee meetings to provide reports and opinions as necessary.

•  The Audit Committee shall regularly coordinate with the Internal Audit Division to share information. Moreover, the Accounting Auditor, outside experts and others may be asked to attend Audit Committee meetings to provide reports and opinions as necessary.

•  The Audit Committee members shall report to the Audit Committee on the status of audits of the following matters:

  •  Matters resolved by or reported to the Board of Directors

  •  Matters identified by the Audit Committee as issues

  •  Internal audit implementation status and results (audit report, improvement report, etc.)

•  The Audit Committee members shall attend the Group Management Meeting and other meetings, inspect important documents associated with the execution of duties, such as approval circulars, and request explanations from officers and employees of operating companies as necessary.

•  Operating companies shall submit the necessary audit reports and perform other duties if requested to do so by the Audit Committee.

•  The Audit Committee shall have periodic meetings and the like with Audit & Supervisory Board Members of the operating companies to enhance and strengthen the auditing of the entire Group.