Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail.
J. FRONT RETAILING Co., Ltd. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
17th Annual Shareholders Meeting: Other Matters for Which
Information is Provided in Electronic Format
(Matters for Which Document Provision is Omitted)
Business Report
- Current status of the corporate group
-
Business summary and results
(Reference) Gross sales by company, store and product of the Department Store Business
(Reference) Tenant transaction volume (on a gross basis) by PARCO store in the SC Business - Major businesses
- Major sales offices
- Status of employees
-
Business summary and results
- Matters relating to Accounting Auditor
- System and policies of the Company
- Systems to ensure properness of operations
- Operational status of systems to ensure properness of operations
- Basic policy regarding control of the Company
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Non-consolidated Financial Statements
Non-consolidated Balance Sheet, Non-consolidated Statement of Income, Non- consolidated Statement of Changes in Equity, Notes to Non-consolidated Financial Statements
Audit Report
THE AUDIT REPORT OF INDEPENDENT AUDITORS CONCERNING THE CONSOLIDATED FINANCIAL STATEMENTS (COPY)
THE AUDIT REPORT OF INDEPENDENT AUDITORS CONCERNING THE NON-CONSOLIDATED FINANCIAL STATEMENTS (COPY)
THE AUDIT REPORT OF AUDIT COMMITTEE MEMBERS (COPY)
(From March 1, 2023 to February 29, 2024)
J. Front Retailing Co., Ltd.
The matters listed on this document are not presented in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents in accordance with the laws and regulations and the Company's Articles of Incorporation.
1. Current status of the corporate group
(1) Business summary and results
(Reference) Gross sales by company, store and product of the Department Store Business
Net sales by company and store of the Department Store
Business | (Millions of yen) | ||||
Year-on- | |||||
Company / Store | Amount | Composition | year | ||
changes | |||||
Osaka | % | % | |||
Shinsaibashi | 95,731 | 12.8 | 35.2 | ||
store | |||||
Osaka Umeda | 55,010 | 7.4 | 13.9 | ||
store | |||||
DaimaruMatsuzakaya | |||||
Tokyo store | 78,341 | 10.5 | 22.0 | ||
Daimaru | |||||
Kyoto store | 70,532 | 9.4 | 14.6 | ||
Kobe store | 91,849 | 12.3 | 9.4 | ||
Suma store | 6,379 | 0.9 | 1.0 | ||
Department | Ashiya store | 4,303 | 0.6 | 2.4 | |
Sapporo store | 75,473 | 10.1 | 21.6 | ||
StoresCo | Shimonoseki | 485,438 | 64.9 | 18.5 | |
Sub total | |||||
store | 7,816 | 1.0 | (6.5) | ||
. | |||||
Ltd. | |||||
Matsuzakaya | Nagoya store | 126,852 | 17.0 | 7.7 | |
Ueno store | 25,416 | 3.4 | 6.0 | ||
Shizuoka store | 17,724 | 2.4 | 1.2 | ||
Takatsuki store | 5,441 | 0.7 | (1.1) | ||
Sub total | 175,435 | 23.5 | 6.5 | ||
Corporations, head | 24,548 | 3.3 | (12.2) | ||
office, etc. | |||||
Total | 685,422 | 91.7 | 13.8 | ||
The | Hakata Daimaru, Inc. | 54,096 | 7.2 | 14.8 | |
Kochi Daimaru Co., Ltd. | 8,359 | 1.1 | (0.2) | ||
Adjustment | (23) | 0.0 | - | ||
Total | 747,855 | 100.0 | 13.7 |
Net sales by product of the Department Store
Business | (Millions of yen) | ||
Year-on- | |||
Product | Amount | Composition | year |
changes | |||
Men's | % | % | |
clothing and | 33,799 | 4.5 | (8.5) |
haberdashery | |||
Ladies' | |||
clothing and | 275,171 | 36.8 | 21.2 |
haberdashery | |||
Children's | |||
clothing and | 6,930 | 0.9 | 6.7 |
haberdashery | |||
Kimono, | |||
bedding and | 6,338 | 0.8 | 0.3 |
other clothing | |||
Accessories | 54,861 | 7.3 | 17.7 |
Furniture | 4,439 | 0.6 | (10.1) |
Home | 179 | 0.0 | 4.7 |
appliances | |||
Household | 15,173 | 2.0 | 11.6 |
goods | |||
Food products | 149,677 | 20.0 | 5.7 |
Food halls and | 18,904 | 2.5 | 22.6 |
cafes | |||
General goods | 139,807 | 18.7 | 17.8 |
Services | 2,606 | 0.3 | 9.6 |
Other | 39,998 | 5.3 | 5.9 |
Adjustment | (23) | 0.0 | - |
Total | 747,855 | 100.0 | 13.7 |
(Note) Gross sales are calculated by converting certain transactions recognized as revenue under IFRS on a net basis to amounts on a gross basis. Specifically, we converted sales from purchase recorded at the time of sale (shoka shiire) to a gross amount.
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(Reference) Tenant transaction volume (on a gross basis) by PARCO store in the SC Business
(Millions of yen)
Store | Amount | Composition | Year-on- | Store | Amount | Composition | Year-on- |
year | year | ||||||
changes | changes | ||||||
% | % | Shintokorozawa | % | % | |||
Sapporo PARCO | 13,522 | 4.7 | 35.5 | 7,835 | 2.7 | 3.5 | |
PARCO | |||||||
Sendai PARCO | 19,906 | 6.9 | 15.0 | Hibarigaoka PARCO | 7,291 | 2.5 | 7.3 |
Urawa PARCO | 28,440 | 9.8 | 10.0 | Matsumoto PARCO | 4,039 | 1.4 | 0.5 |
Ikebukuro PARCO | 25,510 | 8.8 | 21.5 | All store total | 290,266 | 100.0 | 16.8 |
PARCO_ya Ueno | 8,432 | 2.9 | 30.1 | (Notes) 1. The tenant | transaction volume represents | the total | |
amount of tenant transactions at PARCO stores. | |||||||
Kichijoji PARCO | 8,367 | 2.9 | 22.1 | ||||
2. Shintokorozawa PARCO closed on February 29, | |||||||
Shibuya PARCO | 35,898 | 12.4 | 57.3 | ||||
2024. | |||||||
Kinshicho PARCO | 10,428 | 3.6 | 19.7 | ||||
Chofu PARCO | 18,851 | 6.5 | 8.3 | ||||
Shizuoka PARCO | 7,249 | 2.5 | (5.5) | ||||
Nagoya PARCO | 30,942 | 10.7 | 15.0 | ||||
Shinsaibashi | 25,951 | 8.9 | 46.1 | ||||
PARCO | |||||||
Hiroshima PARCO | 13,225 | 4.6 | 10.9 | ||||
Fukuoka PARCO | 24,371 | 8.4 | 23.5 |
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(2) Major businesses
The Department Store Business, the SC Business, the Developer Business, the Payment and Finance Business, and Other including wholesale business, parking, and leasing, etc.
(3) Major sales offices (Department Store Business)
Name | Location | Name | Location |
Daimaru Matsuzakaya Department | |||
Stores Co. Ltd. | |||
Head Office | Koto-ku, Tokyo | Matsuzakaya Nagoya store | Naka-ku, Nagoya |
Daimaru Osaka Shinsaibashi store | Chuo-ku, Osaka | Ueno store | Taito-ku, Tokyo |
Osaka Umeda store | Kita-ku, Osaka | Shizuoka store | Aoi-ku, Shizuoka |
Tokyo store | Chiyoda-ku, Tokyo | Takatsuki store | Takatsuki, Osaka |
Kyoto store | Shimogyo-ku, Kyoto | ||
Kobe store | Chuo-ku, Kobe | GINZA SIX | Chuo-ku, Tokyo |
Suma store | Suma-ku, Kobe | The Hakata Daimaru, Inc. | Chuo-ku, Fukuoka |
Ashiya store | Ashiya, Hyogo | Kochi Daimaru Co., Ltd. | Kochi, Kochi |
Sapporo store | Chuo-ku, Sapporo | ||
Shimonoseki store | Shimonoseki, | ||
Yamaguchi | |||
(SC Business)
Name | Location | Name | Location |
PARCO Co., Ltd. | |||
Headquarters | Toshima-ku, Tokyo | Chofu PARCO | Chofu, Tokyo |
Shibuya Head Office | Shibuya-ku, Tokyo | Matsumoto PARCO | Matsumoto, Nagano |
Sapporo PARCO | Chuo-ku, Sapporo | Shizuoka PARCO | Aoi-ku, Shizuoka |
Sendai PARCO | Aoba-ku, Sendai | Nagoya PARCO | Naka-ku, Nagoya |
Urawa PARCO | Urawa-ku, Saitama | Shinsaibashi PARCO | Chuo-ku, Osaka |
Shintokorozawa PARCO | Tokorozawa, Saitama | Hiroshima PARCO | Naka-ku, Hiroshima |
Ikebukuro PARCO | Toshima-ku, Tokyo | Fukuoka PARCO | Chuo-ku, Fukuoka |
PARCO_ya Ueno | Taito-ku, Tokyo | ||
(Ueno Frontier Tower) | |||
Kinshicho PARCO | Sumida-ku, Tokyo | Pedi SHIODOME | Minato-ku, Tokyo |
Shibuya PARCO | Shibuya-ku, Tokyo | Cattleya Plaza Isezaki | Naka-ku, Yokohama |
Hibarigaoka PARCO | Nishi-Tokyo, Tokyo | HAB @ Kumamoto | Chuo-ku, Kumamoto |
Kichijoji PARCO | Musashino, Tokyo | Parco (Singapore) Pte Ltd | Singapore |
(Developer Business)
Name | Location | Name | Location |
J. Front City Development Co., Ltd. | |||
Head Office | Shibuya-ku, Tokyo | Shinsaibashi ZERO GATE | Chuo-ku, Osaka |
Ueno Frontier Tower | Taito-ku, Tokyo | Sannomiya ZERO GATE | Chuo-ku, Kobe |
CROSS GINZA | Chuo-ku, Tokyo | Hiroshima ZERO GATE | Naka-ku, Hiroshima |
Sapporo ZERO GATE | Chuo-ku, Sapporo | BINO OKACHIMACHI | Taito-ku, Tokyo |
Harajuku ZERO GATE | Shibuya-ku, Tokyo | BINO GINZA | Chuo-ku, Tokyo |
Kawasaki ZERO GATE | Kawasaki-ku, | BINO SAKAE | Naka-ku, Nagoya |
Kawasaki-shi | |||
Nagoya ZERO GATE | Naka-ku, Nagoya | BINO HIGASHINOTOIN | Nakagyo-ku, Kyoto |
Kyoto ZERO GATE | Shimogyo-ku, Kyoto | and others | |
PARCO SPACE SYSTEMS Co., Ltd. | Shibuya-ku, Tokyo | PARCO Digital Marketing Co., | Shibuya-ku, Tokyo |
Ltd. | |||
J. Front Design & Construction Co., | Chuo-ku, Osaka | ||
Ltd. | |||
(Payment and Finance Business)
Name | Location |
JFR Card Co., Ltd. | Head Office: Takatsuki, Osaka |
Sales Office: Tokyo 3, Osaka 2, Kyoto 1, Kobe 1, Sapporo 1, Nagoya 1, Shizuoka 1 |
(Other subsidiaries)
Head Office: Osaka 5, Nagoya 1, Tokyo 1, Shanghai 1, Thailand 1
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(4) Status of employees
- Employees of the corporate group
Category | Number of employees |
J. FRONT RETAILING Co., Ltd. | 185 |
Department Store Business | 2,945 |
SC Business | 496 |
Developer Business | 855 |
Payment and Finance Business | 256 |
Other | 540 |
Total | 5,277 |
(Note) Other than the employees above, the number of dedicated employees is 1,170 and the number of fixed-term employees is 922.
2) Employees of the Company
Number of employees | Average age |
185 | 47.9 |
(Note) Other than the employees above, the number of dedicated employees is 4 and the number of fixed-term employees is 12.
- Employees of major subsidiaries
Name | Number of employees | Average age |
Daimaru Matsuzakaya Department | 2,763 | 49.2 |
Stores Co. Ltd. | ||
PARCO Co., Ltd. | 622 | 43.4 |
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2. Matters relating to Accounting Auditor
(1) | Name of Accounting Auditor | |
Ernst & Young ShinNihon LLC | ||
(2) | Amount of remuneration, etc. of Accounting Auditor | |
1) Amount of remuneration, etc. to be paid by the Company | ¥139 million | |
2) Total cash and other financial profits to be paid by the Company and its subsidiaries | ¥387 million |
(Note) The audit agreement entered into by the Accounting Auditor and the Company does not clearly distinguish the amount being derived from the audit under the Companies Act and that being derived from the audit under the Financial Instruments and Exchange Act, and the two amounts cannot be practically distinguished from each other. Therefore, the amount in 1) above indicates the total of these two kinds of amounts.
- Content of non-auditservice No items to report
- Rationale for Audit Committee's agreement on remuneration of the Accounting Auditor
The Audit Committee furnished its agreement with respect to the amount of remuneration, etc. provided to the Accounting Auditor, which has been deemed appropriate upon conducting a review regarding audit appropriateness with respect to the Accounting Auditor's audit plan, its execution of duties, the basis used for calculating remuneration estimates and other factors.
(5) Policy for determining dismissal or non-reappointment of Accounting Auditor
The Audit Committee is to take necessary measures that include dismissing the Accounting Auditor upon gaining consent of all Audit Committee members, or otherwise making decisions on proposals to dismiss or not reappoint the Accounting Auditor submitted to the Shareholders Meeting, in the event that the Audit Committee deems it appropriate to dismiss or otherwise not reappoint the Accounting Auditor, either if there are grounds for dismissal as provided for in Paragraph 1, Article 340 of the Companies Act of Japan, or if a situation arises whereby the audit of the Company has been significantly impeded such as would be the case if the supervisory authorities were to issue an order requiring suspension of auditing activities.
(6) Rationale for Audit Committee's decision on reappointment of Accounting Auditor
The Audit Committee decided to reappoint Ernst & Young ShinNihon LLC, as a result of comprehensive considerations, following the evaluation of the appropriateness and validness of audit activities by the Accounting Auditor based on the Accounting Auditor Evaluation Standards established by the Audit Committee.
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3. System and policies of the Company
- Systems to ensure properness of operations (revised on May 25, 2023)
This is a basic policy set out by J. FRONT RETAILING Co., Ltd. (hereinafter the "Company") relating to building an internal control system for lawful and appropriate execution of overall business within the Group (here and hereinafter referring to the corporate group comprising the Company and its subsidiaries). By specifically promoting this policy, the Group aims to sustain its own growth and contribute to increasing corporate value over the medium and long term.
- The Company aims to realize corporate governance that is a structure for transparent, fair, swift and resolute decision-making with due attention to the perspectives of shareholders and also customers, employees, and local communities in order to ensure the sustainable growth of the Group and increase corporate value over the medium to long term. The Company has therefore adopted the system of the company with three committees (nomination, audit, and remuneration committees) in order to strengthen the oversight function and decision-making function for business execution of the Board of Directors by clearly separating management oversight and execution functions.
- In order to achieve our best possible corporate governance structure, it is important that the President and Representative Executive Officer takes and hedges various risks (uncertainties) within the Group to build an internal control system capable of appropriate and efficient business execution.
- The internal control system is a structure that companies should establish to control internal risks (uncertainties) with a view to realizing sustainable, stable growth. Specifically, the system comprises the following Group management system, risk management system, legal compliance system, internal audit system, and audit committee system.
-
Group Management System
1) Board of Directors
- The Board of Directors shall perform an oversight function by monitoring the Executive Officers' and Directors' execution of business.
- The Board of Directors shall discuss and resolve matters defined in the Companies Act and/or the Articles of Incorporation, as well as the Group Vision, Sustainability Policy, the Group Medium-term Business Plan, overall policy and plan for the Group management, M&As, the Group financing plans, and other individual important matters relating to the Group management. In order to accelerate business decisions and execution, the task of determining matters involving business execution other than the above shall be delegated to execution, with the exception of matters which have a material impact on the Group management.
- Regarding oversight, decision-making, and the like by the Board of Directors, in pursuit of separating supervisory and executive functions and ensuring the effectiveness of discussions by the Board of Directors, independent Outside Directors having no risk of a conflict of interest with the Company's shareholders shall comprise a majority of the Board of Directors.
- To ensure effectiveness of objective management oversight, in addition to the Outside Directors, internally promoted Directors who do not execute business and who are well informed about internal information shall also be appointed.
- To further strengthen oversight function while conducting smooth operation of the Board of Directors, an Inside Director who does not execute business shall be selected as the Chairperson of Board of Directors.
2) Management execution framework
- The Company shall clearly separate management oversight and execution and strengthen the Board of Directors' oversight function while delegating authority for execution to enable swift management decision-making. Meanwhile, execution shall be controlled by having the following framework.
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- The Company shall assign the optimal unit for expediting and ensuring the effectiveness of strategy execution as the organization responsible for execution, and its general manager shall be an Executive Officer.
- The Company clarifies the missions of the President and Representative Executive Officer and each unit. Each division formulates and executes a concrete plan based on the mission, and the roles and operations set forth in the Rules for Division of Organizations and Duties.
- Management shall formulate the major Group management policies and individual important matters, and oversee business execution of operating subsidiaries. The Board of Directors shall discuss and determine (approve) the suitability of major policies and plans that execution has prepared as well as individual important matters.
- Overall policy, plans, and other matters concerning the Group's management are discussed at the Group Management Meeting, the Group Policy Meeting, each segment's Medium-term Business Plan Progress Meeting, the Operating Associates Results and Strategy Examination Meeting, etc. At the meetings, participants confirm the progress of management strategies, share information between management, and so forth.
- The Company shall construct systems to raise overall efficiency of the Group such as the introduction of the Group's common accounting system in principle and promotion of centralized management of the Group funds.
- The Company has adopted the International Financial Reporting Standards (IFRS) voluntarily in the interest of implementing effective management based on appropriate asset evaluation, applying business management that gives emphasis to the profit of the current period and increasing convenience for overseas investors by improving the international comparability of financial information.
3) Internal control promotion framework
- Under the direction of President and Representative Executive Officer, the Company shall put a department and person in charge of internal control to strengthen internal control over execution. The person in charge shall develop and manage the operation of the internal controls regarding the Companies Act and the internal control system regarding the Financial Instruments and Exchange Act at the Company and operating subsidiaries.
- The department in charge of internal control shall coordinate with the Audit Committee, internal audit departments, and each unit and operating subsidiary to share information and remedy any deficiencies that occur in the internal controls.
- With regard to internal controls over financial reporting, internal systems that ensure the reliability of financial reporting in line with the Financial Instruments and Exchange Act and various associated laws and regulations shall be established at the Company and operating subsidiaries.
II. Risk Management System
- The Company shall establish the Risk Management Committee as an advisory body to the President and Representative Executive Officer with regard to risk management. The committee is chaired by the President and Representative Executive Officer and comprises Executive Officers and others.
- The Risk Management Committee incorporates risk management into management decision-making by identifying and evaluating risks, determining which risks should be reflected in strategies, and deliberating over other important matters. Notably, the committee shall report the details of these deliberations to the Board of Directors in a timely manner.
- An officer shall be put in charge of risk management in order to promote the operation of risk management.
The Company shall also put a department and person in charge of risk management to offer support and guidance in addition to monitoring the risk management of the Company and operating subsidiaries. - Each operating subsidiary shall designate departments and people in charge of risk management, and provide daily leadership for risk management.
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- For hazard risks such as large-scale earthquakes, fires and accidents, crisis management shall be controlled by the "Emergency Response Headquarters" headed by the President and Representative Executive Officer.
Ⅲ. Legal Compliance System
1) Compliance promotion framework
- The Company shall establish the Compliance Committee as an advisory body to the President and Representative Executive Officer regarding the operation of compliance management. The President and Representative Executive Officer shall be the Chairperson and the members of the committee shall be a corporate lawyer, Executive Officers and others.
-
An officer shall be put in charge of compliance in order to promote the operation of compliance management.
The Company shall also designate a department and person in charge of compliance to establish, institutionalize, and supervise the operation of compliance systems at the Company and operating subsidiaries. - Each operating subsidiary shall designate departments and responsible persons in charge of promotion of compliance, and shall carry out daily supervision and direction of business operations that are in accordance with laws and regulations and internal company rules.
-
The Compliance Committee shall strengthen collaboration with departments in charge of compliance in operating subsidiaries, continuously oversee the development of the foundations of the compliance system and the status of implementation, and promote compliance with laws, regulations, and corporate ethics in addition to drawing up courses of action to take in response to serious compliance-related violations.
Notably, the committee shall report the details of these deliberations to the Audit Committee in a timely manner.
2) Whistle-blowing system
- The Company shall establish the "JFR Group Compliance Hotline" that sets contact points both within and outside of the companies (corporate lawyer) as the whistle-blowing system of the Group, which may be used by all persons working at the Company and operating subsidiaries.
- The hotline's policy shall be to maintain strict confidentiality regarding notifications and reports and shall not disclose the personal information of whistleblowers to a third party without their consent; to be careful to avoid identification of the whistleblower when investigating the facts; and to ensure that whistleblowers are not subjected to disadvantageous treatment in terms of personnel affairs or any other aspect.
- For hotline reports concerning management personnel, the Company shall build a structure whereby the reports are submitted directly to the Audit Committee and subjected to directions from the Audit Committee so as to secure an independent reporting route.
IV. Internal Audit Structure
- The Company shall establish an independent internal audit department under the direction of the President and Representative Executive Officer. In accordance with internal audit rules and under the direction of the President and Representative Executive Officer, the internal audit department shall audit the operations of the Company and operating subsidiaries or have them properly report the results of audits of operations, examine the properness and effectiveness of the processes for their operations, and provide guidance, advice and proposals to all departments at the Company and to operating subsidiaries.
- The persons responsible for the internal audit departments, while providing directions, guidance and assistance to the internal audit departments of the operating subsidiaries, provide a report to the President and Representative Executive Officer of the status of internal control functions through a third-party evaluation of the audit plans and audit results of the operating subsidiaries.
- To further enhance corporate governance by strengthening auditing functions, the Company shall clarify links between the President and Representative Executive Officer, the Audit Committee and the internal
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J.FRONT Retailing Co. Ltd. published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 14:25:14 UTC.