Corporate Governance

Directors and Audit & Supervisory Board Members

Directors and Audit & Supervisory Board Members

写真
図
  Name Position Numbers of
shares held		 Experience
A Takashi
Tsukioka		 Chairman and
Representative
Director		 44,535
April 1975 Joined Idemitsu Kosan Co.,Ltd. ("Idemitsu Kosan")
June 2007 Executive Officer and General Manager of Supply & Logistics Department, Idemitsu Kosan
June 2008 Managing Executive Officer and General Manager of Supply & Logistics Department, Idemitsu Kosan
June 2009 Director and General Manager of Supply & Logistics Department, Idemitsu Kosan
June 2010 Managing Director and Managing Executive Officer and General Manager of Corporate Planning
Department, Idemitsu Kosan
April 2011 Managing Director, Idemitsu Kosan
June 2012 Executive Vice President and RepresentativeDirector, Idemitsu Kosan
June 2013 Representative Director & Chief Executive Officer, Idemitsu Kosan
April 2018 Chairman and Representative Director, Idemitsu Kosan (to date)
May 2018 President, Petroleum Association of Japan (to date)
B Tsuyoshi
Kameoka		 Vice Chairman and
Representative
Director,
Vice Chairman and
Executive Officer		 11,080
April
1979		 Joined Shell Sekiyu K.K.
March 2006 Executive Officer, Showa Shell Sekiyu K.K. ("Showa Shell")
March 2009 Corporate Executive Officer, Showa Shell
March 2013 Executive Officer Vice President, Oil Business COO, Showa Shell
March 2014 Executive Officer, Oil Business COO, Showa Shell
March 2015 President & Representative Director, Group CEO, Energy Solution Business COO, Showa Shell
March 2016 President & Representative Director, Group CEO, Showa Shell
March 2018 Representative Director, President, Executive Officer, CEO, Showa Shell
April 2019 Vice Chairman and Representative Director, and Vice Chairman
and Executive Officer, Idemitsu Kosan Co.,Ltd. (to date)
C Shunichi
Kito		 President and
Representative
Director,
Chief Executive
Officer		 18,408
April 1980 Joined Idemitsu Kosan Co.,Ltd. ("Idemitsu Kosan")
June 2011 Executive Officer and General Manager of Treasury Department, Idemitsu Kosan
June 2013 Director, Managing Executive Officer and General Manager of Treasury Department,
Idemitsu Kosan
June 2014 Managing Director, Idemitsu Kosan
June 2017 Executive Vice President and Director, Idemitsu Kosan
April 2018 Representative Director & Chief Executive Officer, Idemitsu Kosan
April 2019 President and Representative Director, and Chief Executive Officer, Idemitsu Kosan (to date)
D Tomonori
Okada		 Representative
Director,
Executive Vice
President and
Executive Officer		 9,036
April 1980 Joined Showa Sekiyu K.K.
March 2011 Corporate Executive Officer, Showa Shell Sekiyu K.K. ("Showa Shell")
March 2013 Senior Corporate Executive Officer, Showa Shell
June 2014 Director & Vice President, Seibu Oil Co., Ltd. (“Seibu Oil”)
June 2015 Representative Director & President, Seibu Oil
March 2016 Representative Director, Vice President, Showa Shell
March 2018 Representative Director, Vice President, Executive Officer and Oil Business COO, Showa Shell
April 2019 Representative Director, Executive Vice President and Executive Officer, Idemitsu Kosan Co.,Ltd.
(to date)
E Takashi
Matsushita		 Director,
Executive Vice
President and
Executive Officer		 17,502
April 1979 Joined Idemitsu Kosan Co.,Ltd. ("Idemitsu Kosan")
April 2010 Executive Officer and General Manager of Tokuyama Refinery and General Manager of Tokuyama
Plant, Idemitsu Kosan
April 2013 Executive Officer and General Manager of Manufacturing & Technology Department, Idemitsu Kosan
June 2013 Director, Managing Executive Officer and General Manager of Manufacturing & Technology Department,
Idemitsu Kosan
June 2014 Managing Director, Idemitsu Kosan
June 2017 Executive Vice President and Director, Idemitsu Kosan
April 2018 Executive Vice President and Representative Director, Idemitsu Kosan
April 2019 Director, and Executive Vice President and Executive Officer, Idemitsu Kosan (to date)
Director, Showa Shell Sekiyu K.K. (to date)
F Katsuaki
Shindome		 Director,
Senior Managing
Executive Officer		 3,429
April 1980 Joined Shell Sekiyu K.K.
March 2009 Executive Officer, Showa Shell Sekiyu K.K. ("Showa Shell")
March 2013 Corporate Executive Officer, Showa Shell
April 2019 Director and Senior Managing Executive Officer, Idemitsu Kosan Co.,Ltd. (to date)
President & Representative Director, Showa Shell (to date)
G Masakazu
Idemitsu		 Director 2,422,030
April 2010 Councilor, Public Interest Incorporated Foundation Idemitsu Museum of Arts
Councilor, Public Interest Incorporated Foundation Idemitsu Culture and Welfare Foundation
Dec. 2015 Director and Vice President, Nissho Kosan Co., Ltd. (“Nissho Kosan”)
April 2016 Representative Director and President, Nissho Kosan (to date)
April 2019 Director, Idemitsu Kosan Co.,Ltd. (to date)
H Kazunari
Kubohara		 Director -
Dec.
2008		 Registered as an attorney, established Kyuhodo Law Firm
April 2010 Committee Member, Tokyo Local Third-Party Committee to Check Pension Records, Ministry of
Internal Affairs and Communications
April 2011 Delegate, Dai-Ichi Tokyo Bar Association
Sep. 2015 Auditor, General Incorporated Association for Realizing
Prescription of Adequate Amount of Anti-Dementia Drugs (to date)
June 2016 OutsideStatutory Auditor, Class Technology Co., Ltd. (to date)
July 2017 Auditor, Medical Corporation Hakueikai Miyake Dental Clinic (to date)
March 2018 Delegate, Japan Federation of Bar Associations (to date)
April 2018 Vice Chairperson of the Legal Services Obstruction Countermeasures Committee,
Dai-Ichi Tokyo Bar Association (to date)
April 2019 Director, Idemitsu Kosan Co.,Ltd. (to date)
  Toshiyuki
Tanida		 Audit & Supervisory
Board Member		 5,364
April 1984 Joined Idemitsu Kosan Co.,Ltd. ("Idemitsu Kosan")
July 2013 Executive Officer and General Manager of Logistics Department, Idemitsu Kosan
June 2018 Audit & Supervisory Board Member, Idemitsu Kosan (to date)
April 2019 Auditor, Showa Shell Sekiyu K.K. (to date)
J Kenji
Takahashi		 Audit & Supervisory
Board Member		 1,639
April 1984 Joined Shell Sekiyu K.K.
March 2016 Audit & Supervisory Board Member, Showa Shell Sekiyu K.K. ("Showa Shell")
April 2019 Audit & Supervisory Board Member, Idemitsu Kosan Co.,Ltd. (to date)
Auditor, Showa Shell (to date)
社外取締役
  Name Numbers of
shares held		 Experience/Reason for appointment Committee Attendance at Board
of Directors Meetings
in FY2018		 Attendance at Audit &
Supervisory Board
in FY2018
Nominating
Advisory
Committee		 Compensation
Advisory
Committee
K Takeo
Kikkawa		 -
April 1987 Assistant Professor, Aoyama Gakuin University School of Business
April 1996 Professor, Institute of Social Science, University of Tokyo
April 2007 Professor, Hitotsubashi University Graduate School of Commerce and Management
Jan. 2013 President, Business History Society of Japan
June 2013 Outside Director, Mitsubishi Chemical Holdings Corporation
April 2015 Professor, Graduate School of Innovation Studies, Tokyo University of Science (currently, Graduate
School of Management, Tokyo University of Science) (to date)
June 2017 Director, Idemitsu Kosan Co.,Ltd. (to date)
Chairman   15 of 15
（100％）		 -
【Reason for appointment】
Mr. Takeo Kikkawa has not engaged in corporate management in any manner other
than serving as an outside officer. However, management has judged that he will be
able to perform his duties as an Outside Director properly as he has long experience
and wide knowledge as a university professor, has full knowledge about corporate
management as an expert in business administration studies and especially in energy
industry theory, and satisfies the “Requirements for Independence of Outside Officers”
of the Company.
L Mackenzie
Clugston		 -
June　1982 Joined Department of Foreign Affairs and International Trade of the Canadian Government
Nov. 2012 Ambassador of Canada to Japan
June 2016 Outside Director, Kameda Seika Co., Ltd. (to date)
Sep. 2016 Advisor, Sapporo Holdings Limited Professor, Kwansei Gakuin University (to date)
June 2017 Director, Idemitsu Kosan Co.,Ltd. (to date)
March 2018 Outside Director, Sapporo Holdings Limited (to date)
June 2019 Outside Director, NGK SPARK PLUG CO., LTD.(to date)
  〇 15 of 15
（100％）		 -
【Reason for appointment】
Mr. Mackenzie Clugston has not engaged in corporate management in any manner
other than serving as an outside officer. However, management has judged that he will
be able to perform his duties as an Outside Director properly as he is familiar with
business, administration, and international affairs as a former diplomat and a university
professor, has full knowledge about corporate management, and satisfies the “Requirements
for Independence of Outside Officers” of the Company.
M Norio Otsuka 664
April 1973 Joined NSK Ltd. (“NSK”)
June 2009 President and Chief Executive Officer, Chairperson of the Nomination Committee, NSK
June 2015 Director, Chairman, NSK
June 2016 Chairman, the Japan Bearing Industry Association
March 2017 Outside Director, Showa Shell Sekiyu K.K.
June 2017 Honorary Chairman, NSK
June 2018 Outside Director, Sojitz Corporation (to date)
Advisor, NSK (to date)
April 2019 Director, Idemitsu Kosan Co.,Ltd. (to date)
June 2019 Outside Director, Taisei Corporation (to date)
〇   Appointed in
April 2019		 -
【Reason for appointment】
Management has judged that Mr. Norio Otsuka will be able to perform his duties as an
Outside Director properly as he served as President and Chief Executive Officer, and
Director, Chairman of NSK, has promoted its global growth strategy, enhanced its corporate
governance, and accumulated wide experience and advanced insight regarding
corporate management, and satisfies the “Requirements for Independence of Outside
Officers” of the Company.
N Yuko Yasuda 199
April 1985 Joined IBM Japan, Ltd.
Sep 1991 Joined Booz Allen Hamilton Inc.
Sep 1993 Joined Russell Reynolds Associates Japan Inc. (“Russell Reynolds Associates Japan”)
June 1996 Managing Director, Russell Reynolds Associates Japan (to date)
April 2003 Representative in Japan, Russell Reynolds Associates Japan
Member of Executive Committee, Russell Reynolds Associates Inc. (resigned in March 2006)
April 2013 Member of Executive Committee, Russell Reynolds Associates Inc. (reappointed, until March 2016)
June 2015 Outside Director, SCSK Corporation
March 2017 Outside Director, Showa Shell Sekiyu K.K.
June 2018 Outside Director, Murata Manufacturing Co., Ltd.(to date)
April 2019 Director, Idemitsu Kosan Co.,Ltd. (to date)
  Chairman Appointed in
June 2019		 -
【Reason for appointment】
Management has judged that Ms. Yuko Yasuda will be able to perform her duties as an
Outside Director properly as she served as Representative in Japan of Russell Reynolds
Association Japan, and engaged in the executive assessment of a corporation and
in the training of CEO successors, has accumulated wide experience as a business
manager and broad knowledge about the training of global leaders, and satisfies the
“Requirements for Independence of Outside Officers” of the Company.
O Mitsunobu
Koshiba		 -
Oct. 1981 Joined Japan Synthetic Rubber Co., Ltd. (currently, JSR Corporation)
June 2002 Officer and General Manager of Electronic Materials Department I, Electronic Materials Division,
JSR Corporation (“JSR”)
June 2003 Officer, General Manager of Electronic Materials Division, and General Manager of ElectronicMaterials
Department, JSR
June 2004 Director, General Manager of Electronic Materials Division, JSR
June 2005 Senior Officer, General Manager of Electronic Materials Division and Assistant in charge of
Fine Chemicals Business, JSR
June 2006 Managing Director, General Manager of Electronic Materials Division, JSR
June 2007 Managing Director, JSR
June 2008 Senior Managing Director, JSR
April 2009 Representative Director and President, JSR
June 2019 Representative Director and Chairman,JSR (to date)
Director, Idemitsu Kosan Co.,Ltd. (to date)
    Appointed in
June 2019		 -
【Reason for appointment】
Mr. Mitsunobu Koshiba has long been engaged in research and electronic materials
business at JSR, served as the General Manager of Electronic Materials Division, and
has been serving as the Representative Director and President of JSR since 2009.
Management has judged that Mr. Mitsunobu Koshiba will be able to perform his duties
as an Outside Director properly as he has expertise in the technology area as well as
long experience and wide knowledge as a business manager, and satisfies the
“Requirements for Independence of Outside Officers” of the Company.
社外監査役
  Name Numbers of
shares held		 Experience/Reason for appointment Committee Attendance at Board
of Directors Meetings
in FY2018		 Attendance at Audit &
Supervisory Board
in FY2018
Nominating
Advisory
Committee		 Compensation
Advisory
Committee
P Taigi Ito 4,656
May 1973 Registered as Certified Public Accountant (Registration No.5095)
July 2004 Deputy Chairman, The Japanese Institute of Certified Public Accountants
Jan. 2012 Chairman of the Disciplinary Committee, The Japanese Institute of Certified Public Accountants
June 2012 Outside Audit & Supervisory BoardMember, Idemitsu Kosan Co.,Ltd. (to date)
Outside Audit & Supervisory Board Member, IT Holdings Corporation (currently, TIS INC.) (to date)
June 2014 Outside Audit & Supervisory Board Member, Mitsubishi Chemical Holdings Corporation
Outside Audit & Supervisory Board Member, Mitsubishi Chemical Corporation
June 2015 Outside Director, Mitsubishi Chemical Holdings Corporation (to date)
Sep. 2018 Outside Director, Koa Shoji Holdings Co., Ltd (to date)
〇   14 of 15
（93％）		 16 of 16
（100％）
【Reason for appointment】
Mr. Taigi Ito has not engaged in corporate management in any manner other than serving
as an outside officer. However, management has judged that he will be able to
perform his duties as an Outside Audit & Supervisory Board Members properly as he is
familiar with corporate accounting as a certified public accountant and a university
professor, has full knowledge about corporate management, and satisfies the “Requirements
for Independence of Outside Officers” of the Company.
Q Kenji
Yamagishi		 -
April 1973 Registered as an attorney
April 1997 Vice President, Tokyo Bar Association
April 2004 Secretary General, Japan Federation of Bar Associations
July 2007 Committee Member, Central Third-Party Committee to Check Pension Records, Ministry of
Internal Affairs and Communications
March 2008 Outside Audit & Supervisory Board Member, Showa Shell Sekiyu K.K.
April 2009 President, Tokyo Bar Association
Vice President, the Japan Federation of Bar Associations
May 2012 President, the Japan Federation of Bar Associations
April 2019 Outside Audit & Supervisory Board Member, Idemitsu Kosan Co.,Ltd. (to date)
  〇 Appointed in
April 2019		 Appointed in
April 2019
【Reason for appointment】
Mr. Kenji Yamagishi has not engaged in corporate management in any manner other
than serving as an outside officer. However, management has judged that he will be
able to perform his duties as an Outside Audit & Supervisory Board Members properly
as he is familiar with corporate legal affairs as an attorney, has full knowledge about
corporate management, and satisfies the “Requirements for Independence of Outside
Officers” of the Company.
出光興産, DFF Inc.