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 3rd, 2019 to June 2nd, 2022.

 

Job TitleNamePosition
ChairmanParent Company KURA SUSHI, INC.
Representative: Kentaro Nishikawa
CEO of Kura Sushi Asia Co., Ltd.
CEO of Kura Sushi Hong Kong Limited
CEO of Kura Sushi Shanghai Co., Ltd.
DirectorParent Company KURA SUSHI, INC.
Representative: Kazuto Kondo
Deputy CEO of Kura Sushi Asia Co., Ltd.
DirectorParent Company KURA SUSHI, INC.
Representative: Kazuya Tamura
CFO of Kura Sushi Asia Co., Ltd.
DirectorShinji WanibeChairman of Oasis F&B Consulting  Company Limited
Independent DirectorJason LiuPartner 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 DirectorJun IshikawaSenior Manager of 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 DirectorClaire LinSenior Researcher of Industrial Technology Research Institute
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 in accordance with the Company’s “Audit Committee Charter”, and the term is the same as that of the current Board of Directors.

Membership

Established Date1st Audit Committee 
June3, 2019ConvenerJason Liu
 MemberJason 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 2020, and the topic is as follows:
     1. Proposal of Business Report and Individual and Consolidated Financial Statements for 2019
     2. Proposal of the Amendment to the “Procedures for Loaning of Funds to Others”
     3. Proposal of the Amendment to the “Procedures for Loaning of Funds to Others”
     4. Proposal of the hiring and Remuneration for the Company’s certified CPA
     5. Proposal of Cash Capital Increase by Issuing New Shares
     6. Proposal of the Amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)” and “Accounting System”
     7. Proposal of 2021 Audit Plan
     8. Evaluation of the operating effectiveness of its internal control system

Operational Status (2020)

PositionNameTimes of Attendance in PersonAttendance by ProxyActual Attendance(%)Note
Independent DirectorJason Liu70100Expected Attendance Times: 7
Independent DirectorJun Ishikawa70100Expected Attendance Times: 7
Independent DirectorClaire Lin70100Expected Attendance Times: 7

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 motionsAudit Committee Resolution

2020.03.03

(The 1st Meeting in 2020 of the 1st Term)

Proposal of 2019 “Statement of Internal Control System”Approved
 Proposal of the Amendment to the “Procedures for Loaning of Funds to Others.”Approved
 Proposal of the Amendment to the “Procedures for Making of Endorsements/Guarantees.Approved

2020.03.31

(The 2nd Meeting in 2020 of the 1st Term)

Proposal of the hiring and Remuneration for the Company’s certified CPAApproved

2020.07.20

(The 4th Meeting in 2020 of the 1st Term)

Proposal of Cash Capital Increase by Issuing New SharesApproved

2020.08.05

(The 5th Meeting in 2020 of the 1st Term)

Proposal of the Amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)” and “Accounting System”Approved

2020.11.13

(The 6th Meeting in 2020 of the 1st Term)

Proposal of the Amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)” and “Accounting System”Approved

2020.12.22

(The 7th Meeting in 2020 of the 1st Term)

Proposal of 2021 Audit PlanApproved

(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 3rd, 2019, 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

Established Date1st Remuneration Committee 
June3, 2019ConvenerJason Liu
 MemberJason 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 three meetings in 2020, and the topic is as follows:
1. Proposal of the Provision for Remunerations to Employees and Directors for 2019
2. The proposal for the Company’s managers’ cash capital increase by employee stock subscription
3. The Company revised the “Performance Evaluation Method of Board of Directors”
4. Directors’ Remuneration for 2021
5. Managers’ Remuneration for 2021

Operational status(2020)

PositionNameAttendance Times in PersonAttendance by ProxyActual Attendance Rate(%)Note
ConvenerJason Liu30100Expected Attendance Times: 3
Committee MemberJun Ishikawa30100Expected Attendance Times: 3
Committee MemberClaire Lin30100Expected Attendance Times: 3

Other Matters to be recorded:
1.Remuneration Committee held meetings during the most recent fiscal year:

Date of Remuneration CommitteeContents of motionsRemuneration Committee Resolution

2020.03.03 (The 1st Meeting in 2020 of the 1st Term)

Proposal of the Provision for Remunerations to Employees and Directors for 2019Approved
2020.08.05 (The 2nd Meeting in 2020 of the 1st Term)The proposal for the Company’s managers’ cash capital increase by employee stock subscriptionApproved
2020.12.22 (The 3rd Meeting in 2020 of the 1st Term)The Company revised the “Performance Evaluation Method of Board of Directors”
Directors’ Remuneration for 2021
Managers’ Remuneration for 2021
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