As a company responsible for the infrastructure of society, the Company will ensure fairness and transparency in management and fulfill its duty of accountability to shareholders and other stakeholders in order to achieve sustainable growth and increase corporate value over the medium to long terms.

The Company positions its Board of Directors as the supreme organization that manages and supervises its operations. The Board of Directors is convened, in principle, every month on a regular basis and resolves the Company’s management policies and important matters related to the execution of operations in accordance with laws and regulations, the Articles of Incorporation, and the Board of Directors Rules. It also supervises the Directors' performance of their duties.
The Board of Directors consists of 10 Directors (8 male and 2 female Directors), including 4 Outside Directors. The term of office for Directors was reduced from two years to one year in June 2006 to clarify the responsibilities of the Directors for corporate management. The Board of Corporate Auditors is comprised of four Corporate Auditors (four male Corporate Auditors), including two Outside Corporate Auditors. It audits Directors' performance of their duties as an independent organization mandated by the Company’s shareholders.

The Company considers balance in the diversity and composition, in terms of knowledge, experience, skills and areas of expertise, of the Board of Directors overall, and appoints candidates with extensive experience as business managers and outstanding knowledge of the Company's areas of business as Directors and Audit & Supervisory Board Members. 

Skill Matrix (as of June 27, 2024)

The Personnel and Compensation Committee has been established as an advisory committee to the Board of Directors. The committee includes outside directors among their members, and is chaired by an outside director.

Assessment method
The company analyzes and evaluates the effectiveness and efficiency of the decision-making process of the Board of Directors by conducting a questionnaire survey of all directors and all audit & supervisory board members. The results of these analyses and evaluations are deliberated by the Board of Directors. Based on the knowledge and experience of an outside consultant, the questionnaire was designed to ascertain whether the directors and auditors are aware of issues related to the composition, operation, agenda, and approach to sustainability-related issues of the board of directors in light of the 2021 revision of the Corporate Governance Code, as well as to assess improvements made to address issues up to the previous fiscal year.  A self-assessment was conducted based on the results of the reported analysis.

Identification of and initiatives toward concerns based on evaluation of effectiveness

Recognition that the effectiveness of the Board of Directors was secured was confirmed. It was found that initiatives to address issues identified the previous fiscal year have been steadily implemented and the Company will seek further enhancement of the Board of Directors through implementation of individual countermeasures to address the following issues identified this fiscal year. 
 

Issue

(1) Discussion on management strategies and business strategies

(2) Enhancement of business monitoring

(3) Strengthening of Group governance

The Company adopted the executive officer system in April 2005, aiming to promote the separation of the management and business execution functions, clearly delineate authority and responsibility, and strengthen the business operation system. Moreover, as part of the process of implementing efficient and effective corporate management, the Tokyu Group Corporate Executive Committee is convened on a regular basis as an organ that deliberates on important management issues of the corporate group consisting of the Company and its consolidated subsidiaries. In addition, the Management Meeting is held, in principle, each week to deliberate on and decide the fundamental policies of the Company’s business execution and important matters.
Internal audits are conducted for all aspects of the business of the Company, in order to accurately understand and verify the realities of corporate management and to set up systems needed for promoting the improvement of business operations. The results of internal audits are reported to the management team and Corporate Auditors. The Company also continuously conducts and strengthens internal audits to ensure the appropriateness of corporate management, including the corporate management of subsidiaries.

In addition to criteria for independence as established by the Tokyo Stock Exchange, the Company has established its own "Criteria for Determining Independence of Outside Officers" and designates all outside officers who meet these criteria as independent officers.

■In addition to criteria for independence as established by the Tokyo Stock Exchange, the Company determines that persons who do not fall into any of the following categories are independent.
(1) Business executors of business partners accounting for 2% or more of Tokyu Corporation consolidated sales in any of the past three fiscal years
(2) Business executors of business partners for which Tokyu Corporation accounts for 2% or more of sales in any of the past three fiscal years
(3) Business executors of lenders accounting for 2% or more of Tokyu Corporation consolidated total assets in any of the past three fiscal years
(4) Business executors of major shareholders and investors in Tokyu Corporation with stakes of 10% or more in any of the past three fiscal years
(5) Consultants, accounting specialists, or legal specialists who receive annual compensation from Tokyu Corporation in excess of 10 million yen in any of the past three fiscal years
(6) Spouses or second-degree relatives of Directors, etc. of Tokyu Corporation and its consolidated subsidiaries

The Company's policy for determining directors' compensation is as follows. The compensation of Audit & Supervisory Board members is determined based on discussion among the Audit & Supervisory Board Members. 

■ Policy regarding the determination of compensation of individual directors (including compensation as executive officer in the case of directors concurrently serving as executive officers)
(1)The compensation for directors aims to further increase awareness about contributing toward increasing the medium- to-long-term corporate value as well as maximizing shareholder value. 
(2) Details and amounts are determined within a range resolved at a General Meeting of Shareholders and reflect directors' compensation levels at other listed and unlisted companies, chiefly companies that have a high public nature, as well as trends in employees' pay.  
(3) The compensation for directors who concurrently serve as executive officers comprises “base compensation” that reflects the roles and responsibilities of directors; “performance-linked compensation” that reflects the degree of achievement of performance targets, etc., for each fiscal year; and “stock-based compensation” for shareholders and directors to further share value. The ratio is approximately “base compensation: performance-linked compensation: stock-based compensation = 5:4:1” (when the target is 100% achieved). The compensation for the Chairman of the Board, Director & Vice Chairman of the Board, Director & Corporate Advisor, and Director & Corporate Consultant comprises “base compensation” that reflects the roles and responsibilities of directors and “stock-based compensation” for shareholders and directors to further share value, the ratio of which is determined appropriately according to their positions. Outside directors and other non-executive directors are to receive only “base compensation” in consideration of their roles. 
(4) Base compensation is determined according to the position and whether the director has representative rights and to be paid in cash. 
(5) Performance-linked compensation is paid only to directors who also serve as executive officers as short-term incentive for each fiscal year. After establishing performance evaluation indicators* such as consolidated management indicators, sustainable management indicators, and individual targets based on the medium-term management plan, etc., monetary payments will be made in the range of 50% to 200% of the base amount, depending on the degree of achievement of targets for each fiscal year, etc. 
(6) With respect to stock-based compensation, the Company uses a stock delivery trust for directors concurrently serving as executive officers, the Chairman of the Board, Director & Vice Chairman of the Board, Director & Corporate Advisor, and Director & Corporate Consultant, and delivers and provides them with Company shares and cash based on stock delivery points that are granted in stages according to their positions and other factors. 
(7) Base compensation is paid every month. If an officer assumes office partway through the month, payment starts from the month following assumption of office. Performance-linked compensation shall be paid in 12 equal installments of the amount calculated in accordance with (5) above, together with base compensation, in each month from July of the year following the subject fiscal year to June of the following year. Stock-based compensation is delivered or provided following retirement from the position eligible for stock-based compensation. 
(8) Compensation for each individual in accordance with (1)-(7) is determined by the Board of Directors, based on the report from the Personnel and Compensation Committee, which is consulted by the Board of Directors. However, this does not apply if the Board of Directors resolves to leave the matter to the Personnel and Compensation Committee. In the event that the Board of Directors determines that there has been a material violation of laws, regulations, or contracts between the Company and the director during his/her term of office, or in the event that the Board of Directors resolves to restate the financial statements after the fact due to a material accounting error or fraud, the Personnel and Compensation Committee, in consultation with the Board of Directors, deliberates whether to forfeit all or part of performance-linked compensation and the right to receive stock-based compensation, or to demand the return of all or part of the performance-linked compensation already paid, and report to the Board of Directors. Based on the results of the report, the Board of Directors decides whether to forfeit all or part of the performance-linked compensation and the right to receive stock-based compensation, or whether to demand the return of all or part of the performance-linked compensation already paid to the director. The compensation subject to restitution shall be performance-linked compensation and stock-based compensation received in the fiscal year in which the applicable conduct is recognized and the three preceding fiscal years.

*In terms of linkage with ESG initiatives, the Sustainable Management Indicators include initiatives on key sustainability themes such as progress on safety and decarbonization, while individual goals and other measures also evaluate efforts related to human resource development and employee engagement.

■ Total Amount of Compensation, etc. of Directors and Audit & Supervisory Board Members

1. The above figures include one director who retired after his term ended at the conclusion of the 154th Annual General Meeting of Shareholders on June 29, 2023, and one Board Member who resigned on December 27, 2023.

2. The total amount of monetary compensation for directors was set as up to 550 million yen annually (of which, up to 45 million yen annually for outside directors, excluding salaries for directors who are concurrently employees)through a resolution passed at the 138th Annual General Meeting of Shareholders held on June 28, 2007. (At the time of the resolution being passed, there were 18 directors, of which three were outside directors.)
3. The total amount of compensation in the form of shares for directors (excluding outside directors) was set as up to 100 million yen annually through a resolution passed at the 148th Annual General Meeting of Shareholders held on June 29, 2017. The above total amount of stock compensation was the cost calculation amount for the fiscal year in question. (At the time of the resolution being passed, there were 18 directors, of which four were outside directors.)
4. The total amount of monetary compensation for audit & supervisory board members was set as up to 90 million yen annually through a resolution passed at the 138th Annual General Meeting of Shareholders held on June 28,2007. (At the time of the resolution being passed, there were five audit & supervisory board members.)

(1) Cross-shareholding policy
Through the maintenance and strengthening of its relationships with business partners, the Company holds shares that are judged to contribute to the business development of the Company and its consolidated subsidiaries, with a view to the smooth implementation of long-term business and financial strategies. In addition, the Board of Directors verifies the significance of holding each listed stock every year, based on qualitative perspectives related to business and financial strategies from a long-term perspective and quantitative perspectives such as dividend income and other economic rationality. If it is recognized that cross-shareholding is not appropriate based on the above-mentioned assessment, our basic policy is to review it, such as by reducing the number of shares held, considering the condition of the stock market, etc.  
As a result of verification, the Company judged that it was appropriate to maintain its cross-shareholdings as of March, 2024.  

(2) Exercise of voting rights 
With regard to voting rights, we exercise them appropriately after making a comprehensive judgment based on a case-by-case assessment of whether the resolution will contribute to the enhancement of shareholder value in the medium to long term and whether it will undermine the significance of the Company holding the shares.