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.
Chairman of Kura Sushi Hong Kong Limited
Chairman of Kura Sushi Shanghai Co., Ltd.
Director Parent Company KURA SUSHI, INC.
Representative: Kazuto Kondo
Deputy CEO of Kura Sushi Asia Co., Ltd.
CEO of Kura Sushi Kura Sushi Shanghai Co., Ltd.
Director Parent Company KURA SUSHI, INC.
Representative: Kazuya Tamura
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 2021, and the topic is as follows:
     1. Proposal of Business Report and Individual and Consolidated Financial Statements for 2020
     2. Proposal of the changes in accounting estimates since the fiscal year of 2021
     3. Proposal of the  hiring and Remuneration for the Company’s certified CPA (including the independence of the certified public accountants)
     4. Evaluation of the operating effectiveness of its internal control system
     5. Proposal of the Amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)” and “Accounting System”
     6. Proposal of 2022 Audit Plan
 

Operational Status (2021)

Title Name Times of Attendance in Person Attendance by Proxy Actual Attendance(%) Remark
Independent Director Jason Liu 5 0 100 Expected Attendance Times: 5
Independent Director Jun Ishikawa 5 0 100 Expected Attendance Times: 5
Independent Director Claire Lin 5 0 100 Expected Attendance Times: 5

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

2021.03.24

(The 1st Meeting in 2021 of the 1st Term)

Proposal of 2020 “Statement of Internal Control System”  None Approved Passed by the Board of Directors
Proposal of the Amendment to the “Working Procedure for Preparation of Financial Statements.”  None Approved Passed by the Board of Directors
Proposal of Business Report for 2020 & Financial Statements  None Approved Passed by the Board of Directors
Proposal of the Appointment and Remuneration for 2021 CPA  None Approved Passed by the Board of Directors

2021.11.10

(The 1st Meeting in 2021 of the 5th Term)

Proposal of the Amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)”  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 2021, and the topic is as follows:
1. Proposal of the Provision for Remunerations to Employees and Directors for 2020
2. Proposal for the compensation of individual Directors
3. Remunerations to Directors for 2022
4. Remunerations to individual managers for 2022

Operational status(2021)

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
2021.03.24 (The 1st Meeting in 2021 of the 1st Term) 1.Directors’ Remuneration Evaluation Report for 2020
2.Proposal of the Provision for Remunerations to Employees and Directors for 2020
3.Proposal for the compensation of individual Directors for 2020
Approved
2021.12.23 (The 2nd Meeting in 2021 of the 1st Term) 1.Remunerations to Directors for 2022
2.Remunerations to individual managers for 2022
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