Board of Directors
The current Board of Directors of the Company is composed of seven directors (including three independent directors), elected by the shareholders meeting in accordance with the “Procedures for Election of Directors”, and the term is from June 27, 2022 to June 26, 2025.
| Job Title | Name | Position | ||||||
| Chairman | Parent Company KURA SUSHI, INC. Representative: Kentaro Nishikawa | CEO of Kura Sushi Asia Co., Ltd. Director of Kura Sushi Hong Kong Limited | ||||||
| Director | Parent Company KURA SUSHI, INC. Representative: Kazuto Kondo | Deputy CEO of Kura Sushi Asia Co., Ltd. Executive Director and CEO of Kura Sushi Kura Sushi Shanghai Co., Ltd. | ||||||
| Director | Parent Company KURA SUSHI, INC. Representative: Nojima Shigeru | CFO of Kura Sushi Asia Co., Ltd. | ||||||
| Director | Shinji Wanibe | Chairman of Oasis F&B Consulting Company Limited | ||||||
| Independent Director | Jason Liu | Partner Accountant of MRI Chairman of Changhong Investment Co., Ltd. Supervisor of Espoir Protechs Corporation Supervisor of Espoir Tech International Corporation Supervisor of Espoir Investment Corporation Supervisor of Espoir MRT Corporation | ||||||
| Independent Director | Jun Ishikawa | Chief of Japanese Service Department, Crowe Horwath International Representative Director of the Joint-stock Company Crowe ProC.A Chairman of Yisiman Co., Ltd. Director of the Joint-stock Company Kawasaki Mokkou Outside Director of Asian Bridge Inc. | ||||||
| Independent Director | Claire Lin | Senior Researcher of Industrial Technology Research Business Director of Commercialization and Industry Service Center Deputy Secretary General of Taiwan Plant Factory and Smart Agriculture Development Association |
Audit Committee
For the purpose of implementing corporate governance and strengthening the management of the Board of Directors, the Company set up an Audit Committee to replace the supervisor system on June 3, 2019. in accordance with the Company’s “Audit Committee Charter”, and the term is the same as that of the current Board of Directors.
Membership
| Terms of Serving as Audit Committee’s Members | 2nd Audit Committee | ||
| 2022.06.27-2025.06.26 | Convener | Jason Liu | |
| Member | Jason Liu, Jun Ishikawa, Claire Lin |
Key Emphasis in Work:
The Audit Committee is composed of 3 independent directors, they supervised the Company’s financial statements, the hiring of the Company’s certified CPA, internal control system, laws and the Company’s exist and potential risk control. Audit Committee held seven meetings in 2022, and the topic is as follows:
1. Proposal of Business Report and Individual and Consolidated Financial Statements for 2021
2. Proposal of the hiring and Remuneration for the Company’s certified CPA(including the independence of the certified public accountants)
3. Evaluation of the operating effectiveness of its internal control system
4. Proposal of the Amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)”
5. Proposal of acquisition of major assets, loaning of founds, and endorsement and guarantee.
6. Proposal of investment in subsisiary.
7. Proposal of 2023 Audit Plan.
Operational Status (2022)
| Title | Name | Times of Attendance in Person | Attendance by Proxy | Actual Attendance(%) | Remark | ||||||
| Independent Director | Jason Liu | 6 | 0 | 100 | Expected Attendance Times: 6 | ||||||
| Independent Director | Jun Ishikawa | 6 | 0 | 100 | Expected Attendance Times: 6 | ||||||
| Independent Director | Claire Lin | 6 | 0 | 100 | Expected Attendance Times: 6 | ||||||
Other Matters to be recorded:
1.With regard to the implementation of the Audit Committee, if any of the following circumstances occur, the dates, terms of the meetings, contents of motions, all Audit Committee resolutions, and the Company’s handling of such resolutions shall be specified:
(1)Matters referred to in Article 14-5 of the Securities and Exchange Act
| Date of Audit Committee (Term) | Contents of motions | Objections, Reservations or Significant Recommendations of Independent Directors | Audit Committee Resolution | The Company’s Response | ||||||
2022.03.10 (The 1st Meeting in 2022 of the 1st Term)
| Proposal of 2021 “Statement of Internal Control System” | None | Approved | Passed by the Board of Directors | ||||||
| Proposal of Business Report and Individual and Consolidated Financial Statements for 2021 | None | Approved | Passed by the Board of Directors | |||||||
| Proposal of the hiring and compensation of CPA for 2021 | None | Approved | Passed by the Board of Directors | |||||||
| Proposal of the benchmark date for issuance of the transfer of employee stock options for capital increases of common shares | None | Approved | Passed by the Board of Directors | |||||||
| Proposal of the Amendments to the “Regulations Governing the Acquisition and Disposal of Assets” | None | Approved | Passed by the Board of Directors | |||||||
2022.05.11 (The 2nd Meeting in 2022 of the 1st Term) | Proposal of the benchmark date for issuance of the transfer of employee stock options for capital increases of common shares | None | Approved | Passed by the Board of Directors | ||||||
2022.08.11 (The 1st Meeting in 2022 of the 2nd Term) | Proposal of the Company’s acquisition of assets | None | Approved | Passed by the Board of Directors | ||||||
2022.09.16 (The 2nd Meeting in 2022 of the 2nd Term) | Proposal of new investment in Kura Sushi Shanghai Co., Ltd. | None | Approved | Passed by the Board of Directors | ||||||
2022.11.10 (The 3rd Meeting in 2022 of the 2nd Term)
| Proposal of the benchmark date for issuance of the transfer of employee stock options for capital increases of common shares | None | Approved | Passed by the Board of Directors | ||||||
| Proposal of loaning of funds to Kura Sushi Shanghai Co., Ltd. | None | Approved | Passed by the Board of Directors | |||||||
2022.12.23 (The 4th Meeting in 2022 of the 2nd Term)
| Proposal of amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)” | None | Approved | Passed by the Board of Directors | ||||||
| Proposal of the Company’s endorsement and guarantee for Kura Sushi Shanghai Co., Ltd. | None | Approved | Passed by the Board of Directors | |||||||
(2)Except for the aforementioned matters, other resolutions which were not being approved by the Audit Committee but resolved by more than two-thirds of all the Directors: None.
2.If there were independent directors who abstained from voting due to conflict of interest, the independent directors’ names, contents of motions, and reasons for avoidance of conflict of interest should be specified: None.
Remuneration Committee
For the purpose of improving the remuneration system for directors and managers, the Company established a Remuneration Committee in accordance with the Company’s “Remuneration Committee Charter”. It was passed by the Board of Directors on June 27, 2022, and the independent directors were appointed as members of the Remuneration Committee. The term is the same as that of the current Board of Directors.
Membership
| Terms of Serving as Remuneration Committee’s Members | 2nd Remuneration Committee | |
| 2022.06.27-2025.06.26 | Convener | Jason Liu |
| Member | Jason Liu, Jun Ishikawa, Claire Lin |
Key Emphasis in Work:
The Remuneration Committee is composed of 3 independent directors, which should formulate and regularly review the policy, system, standards, and structure for the performance assessment, salary, and submit the Committee’s recommendation to the Board meeting for discussion and decision reference. Remuneration Committee held two meetings in 2022, and the topic is as follows:
1. Proposal of the distribution of employee compensation and director compensation in 2021
2. Proposal on Appointment of the Subsidiary Manager
3. Proposal of Directors’ remuneration for 2023
4. Proposal of Managers’ remuneration for 2023
Operational status(2022)
| Title | Name | Attendance Times in Person | Attendance by Proxy | Actual Attendance Rate(%) | Remark | ||||||
| Independent Director | Jason Liu | 2 | 0 | 100 | Expected Attendance Times: 2 | ||||||
| Independent Director | Jun Ishikawa | 2 | 0 | 100 | Expected Attendance Times: 2 | ||||||
| Independent Director | Claire Lin | 2 | 0 | 100 | Expected Attendance Times: 2 | ||||||
Other Matters to be recorded:
1.Remuneration Committee held meetings during the most recent fiscal year:
| Date of Remuneration Committee | Contents of motions | Remuneration Committee Resolution | ||||||
2022.03.10 (The 1st Meeting in 2022 of the 1st Term) | (1)Directors’ Remuneration Evaluation Report for 2021 (2)Proposal of the distribution of employee compensation and director compensation in 2021 (3)Proposal on Appointment of the Subsidiary Manager | Approved | ||||||
| 2022.12.23 (The 1st Meeting in 2022 of the 2nd Term) | (1)Proposal of Directors’ remuneration for 2023 (2)Proposal of Managers’ remuneration for 2023 | Approved |
2. If the Board of Directors refuses to adopt or amend recommendations proposed by the Remuneration Committee, the date of the meeting, term of the meeting, contents of motions, resolution results, and the Company’s response to the comments provided by the Remuneration Committee shall be described (e.g., if the remuneration passed by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and cause for the difference shall be specified): None.
3. If the resolutions to to which the members of the Remuneration Committee have an objection or reservation are recorded or written, please state the date and session of the meeting of the Remuneration Committee, contents of motions, opinions of the members, and handling of the opinions: None.
Organization of the Company
