Integrated report

Management structure

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Directors and Audit & Supervisory Board Members

Nine Directors (including four Outside Directors)

The Directors marked with * also serve as Group Executive Officers

(As of March 24, 2023)

Mutsuo Iwai

Chairperson of the Board
Date of birth: October 29, 1960
Number of shares held: 40,100

April 1983: Joined the Company (Previously, Japan Tobacco and Salt Public Corporation)
June 2003: Vice President, Corporate Planning Division
July 2004: Vice President, Corporate Strategy Division
June 2005: Senior Vice President; and President, Food Business
June 2006: Member of the Board; Senior Vice President; and President, Food Business
June 2008: Senior Vice President; and Chief Strategy Officer
June 2010: Member of the Board; Senior Vice President; Chief Strategy Officer; and President, Food Business
June 2011: Member of the Board, Japan Tobacco Inc.
Executive Vice President, JT International S.A.
June 2013: Senior Vice President; and Chief Strategy Officer

January 2016: Senior Vice President; and President, Tobacco Business
March 2016: Representative Director and Executive Vice President; and President, Tobacco Business
January 2020: Member of the Board
March 2020: Deputy Chairperson of the Board
June 2020: Outside Director, Benesse Holdings, Inc. (Current Position)
June 2021: Outside Director, TDK Corporation (Current Position)
March 2022: Chairperson of the Board (Current Position)
January 2023: Outside Director, &Capital Inc. (Current Position); Significant Concurrent Positions Outside the Company
Outside Director, Benesse Holdings, Inc.
Outside Director, TDK Corporation
Outside Director, &Capital Inc.

Shigeaki Okamoto

Deputy Chairperson of the Board
Date of birth: February 20, 1961
Number of shares held: 3,000

April 1983: Entered the Ministry of Finance (hereinafter the Ministry)
July 2006: Director for the Budget Bureau, Planning and Administration Division of Budget Bureau, the Ministry
July 2009: Head of Secretariat Division, Minister’s Secretariat, the Ministry
August 2012: Deputy Director-General of the Budget Bureau, the Ministry
July 2015: Deputy Vice Minister, the Ministry
July 2017: Director-General of the Budget Bureau, the Ministry
July 2018: Administrative Vice Minister, the Ministry (Retired from the office in July 2020)
June 2021: Outside Audit & Supervisory Board Member, Yomiuri Land Co., Ltd. (Current Position)
December 2021: Outside Audit & Supervisory Board Member, The Yomiuri Shimbun Osaka

: Head Office (Current Position)
Outside Audit & Supervisory Board Member, The Yomiuri Shimbun Seibu Head Office (Current Position)
March 2022: Deputy Chairperson of the Board (Current Position)
June 2022: Outside Audit & Supervisory Board Member, The Yomiuri Shimbun Tokyo Head Office (Current Position); Significant Concurrent Positions Outside the Company
Outside Audit & Supervisory Board Member, Yomiuri Land Co., Ltd.
Outside Audit & Supervisory Board Member, The Yomiuri Shimbun Osaka Head Office
Outside Audit & Supervisory Board Member, The Yomiuri Shimbun Seibu Head Office
Outside Audit & Supervisory Board Member, The Yomiuri Shimbun Tokyo Head Office

Masamichi Terabatake^*

Representative Director and President, Chief Executive Officer
Date of birth: November 26, 1965
Number of shares held: 184,400

April 1989: Joined the Company
July 2005: Vice President, Secretary’s Office
July 2008: Vice President, Corporate Strategy Division
June 2011: Senior Vice President; Chief Strategy Officer; and President, Food Business
June 2012: Senior Vice President; and Chief Strategy Officer
June 2013: Member of the Board, Japan Tobacco Inc.

: Executive Vice President, JT International S.A.
January 2018: President and Chief Executive Officer
March 2018: Representative Director and President, Chief Executive Officer (Current Position); Significant Concurrent Positions Outside the Company
Chairman and Managing Director, JT International Group Holding B.V.

Kiyohide Hirowatari^*

Representative Director and Executive Vice President
Date of birth: November 11, 1965
Number of shares held: 66,300

April 1989: Joined the Company
July 2010: Vice President, Legal Division
June 2012: Senior Vice President; Chief Legal Officer; and Vice President, Legal Division
July 2014: Senior Vice President; and Chief Legal Officer
January 2015: Senior Vice President; and Head of Tobacco Business Planning Division, Tobacco Business
January 2017: Senior Vice President, Human Resources
January 2018: Executive Vice President, Compliance, General Affairs, Legal, Corporate Strategy, IT, CSR, Human Resources and Operation Review & Business Assurance

March 2018: Representative Director and Executive Vice President, Compliance, General Affairs, Legal, Corporate Strategy, IT, CSR, Human Resources and Operation Review & Business Assurance
January 2019: Representative Director and Executive Vice President, Corporate, Pharmaceutical and Processed Food Businesses
January 2022: Representative Director and Executive Vice President, Corporate, Sustainability Management, Pharmaceutical and Processed Food Businesses (Current Position)

Kei Nakano^*

Representative Director and Executive Vice President
Date of birth: March 1, 1968
Number of shares held: 31,100

April 1991: Joined the Company
April 2011: Vice President, M&S Strategy Department, Tobacco Business Development
June 2014: President and Chief Executive Officer, TS Network Co., Ltd.
January 2016: Senior Vice President, Communications of the Company
October 2019: Senior Vice President, Corporate Strategy

March 2020: Director, Japan Growth Investments Alliance, Inc.
January 2022: Senior Vice President, Corporate Strategy of the Company
January 2023: Representative Director and Executive Vice President, Finance, Corporate Communications, Business Development and D-LAB (Current Position)

Main Kohda

Director (Independent Outside Director)
Date of birth: April 25, 1951
Number of shares held: 0

September 1995: Started independently as novelist (Current Position)
January 2003: Member of Financial System Council, the Ministry of Finance
April 2004: Visiting Professor, Faculty of Economics, Shiga University
March 2005: Member of the Council for Transport Policy, the Ministry of Land, Infrastructure, Transport and Tourism
November 2006: Member of the Tax Commission, Cabinet Office, Government of Japan
June 2010: Member of the Board of Governors, Japan Broadcasting Corporation

June 2012: Outside Director of the Company (Current Position)
June 2013: Outside Director, LIXIL Group Corporation
June 2016: Outside Director, Japan Exchange Group, Inc. (Current Position)
June 2018: Outside Director, Mitsubishi Motors Corporation (Current Position); Significant Concurrent Positions Outside the Company
Novelist
Outside Director, Japan Exchange Group, Inc.
Outside Director, Mitsubishi Motors Corporation

Yukiko Nagashima

Director (Independent Outside Director)
Date of birth: April 4, 1961
Number of shares held: 0

April 1985: Joined Recruit Co., Ltd. (Currently, Recruit Holdings Co., Ltd.)
April 2006: Corporate Executive Officer, Recruit Co., Ltd.
January 2008: President and Representative Director, Recruit Staffing Co., Ltd.
October 2012: Corporate Executive Officer, Recruit Holdings Co., Ltd.
June 2016: Standing Audit & Supervisory Board Member, Recruit Holdings Co., Ltd. (Current Position)
April 2018: Standing Audit & Supervisory Board Member, Recruit Co., Ltd. (Current Position)

March 2019: Outside Director of the Company (Current Position)
June 2021: Outside Audit & Supervisory Board Member, Sumitomo Corporation (Current Position); Significant Concurrent Positions Outside the Company
Standing Audit & Supervisory Board Member, Recruit Holdings Co., Ltd.
Standing Audit & Supervisory Board Member, Recruit Co., Ltd.
Outside Audit & Supervisory Board Member, Sumitomo Corporation

Masato Kitera

Director (Independent Outside Director)
Date of birth: October 10, 1952
Number of shares held: 0

April 1976: Entered the Ministry of Foreign Affairs (hereinafter the Ministry)
January 2008: Director-General for Sub-Saharan African Affairs, Middle Eastern and African Affairs Bureau, the Ministry
Secretary General, Fourth Tokyo International Conference on African Development
July 2008: Director-General, International Cooperation Bureau, the Ministry
January 2010: Deputy Vice-Minister, the Ministry
September 2012: Assistant Chief Cabinet Secretary
November 2012: Ambassador Extraordinary and Plenipotentiary of Japan to People’s Republic of China

April 2016: Ambassador Extraordinary and Plenipotentiary of Japan to the French Republic
June 2016: Ambassador Extraordinary and Plenipotentiary of Japan to the French Republic, Principality of Andorra and Principality of Monaco (Retired from the position in December 2019)
April 2020: Adviser of the Company
June 2020: Outside Director, Marubeni Corporation (Current Position)
Outside Director, Nippon Steel Corporation (Current Position)
March 2021: Outside Director of the Company (Current Position); Significant Concurrent Positions Outside the Company
Outside Director, Marubeni Corporation
Outside Director, Nippon Steel Corporation

Tetsuya Shoji

Director (Independent Outside Director)
Date of birth: February 28, 1954
Number of shares held: 0

April 1977: Joined Nippon Telegraph and Telephone Public Corporation
June 2006: Senior Vice President and General Manager of the Personnel Department, Nippon Telegraph and Telephone West Corporation
June 2009: Senior Vice President and Head of General Affairs, Nippon Telegraph and Telephone Corporation
June 2012: Senior Executive Vice President and Representative Member of the Board, NTT Communications Corporation
June 2015: President & CEO and Representative Member of the Board, NTT Communications Corporation
October 2018: Representative Member of the Board, NTT, Inc

June 2020: Corporate Advisor, NTT Communications Corporation (Current Position)
March 2021: Outside Director, Sapporo Holdings Limited (Current Position)
June 2021: Outside Director, Hitachi Zosen Corporation (Current Position)
Outside Director, Mitsubishi Logistics Corporation (Current Position)
March 2022: Outside Director of the Company (Current Position); Significant Concurrent Positions Outside the Company
Corporate Advisor, NTT Communications Corporation
Outside Director, Sapporo Holdings Limited
Outside Director, Hitachi Zosen Corporation
Outside Director, Mitsubishi Logistics Corporation

Five Audit & Supervisory Board Members (including three Outside Audit & Supervisory Board Members)

(As of March 24, 2023)

Hideaki Kashiwakura

Standing Audit & Supervisory Board Member
Date of birth: February 28, 1969
Term of office: 4 years from March 2023
Number of shares held: 0

April 1991: Joined the Company
July 2012: Controller
October 2014: Vice President, M&S Management Department, Tobacco Business Division
January 2017: Manager, Hokkaido Branch, Tobacco Business Division
January 2019: Deputy Chief Financial Officer (Assistant to CFO)

January 2021: President, Chief Executive Officer, JT BusinessCom Inc.
March 2023: Standing Audit & Supervisory Board Member of the Company (Current Position)

Tsutomu Hashimoto

Standing Audit & Supervisory Board Member
Date of birth: May 31, 1967
Term of office: 4 years from March 2023
Number of shares held: 200

April 1991: Joined the Company
March 2019: Vice President, Operational Review and Business Assurance

March 2023: Standing Audit & Supervisory Board Member of the Company (Current Position)

Shigeru Taniuchi

Standing Audit & Supervisory Board Member
(Independent Outside Audit & Supervisory Board Member)
Date of birth: September 7, 1962
Term of office: 4 years from March 2023
Number of shares held: 0

April 1986: Entered the Ministry of Finance
July 2008: Director, Allowance Control and Mutual Assistance Insurance, Budget Bureau, Ministry of Finance
July 2009: Director, Agriculture, Forestry and Fisheries Section Budget Bureau, Ministry of Finance
July 2010: Director, Treasury, Financial Bureau, Ministry of Finance
July 2011: Director, National Property Policy Planning, Financial Bureau, Ministry of Finance
July 2012: Director-General, Policy-Based Finance, Financial Bureau, Ministry of Finance
June 2013: Director of Coordination Division, Financial Bureau, Ministry of Finance(Retired from the office in July 2014)
July 2014: Deputy Director-General of Minister’s Secretariat, Social Welfare and War Victims’ Relief Bureau, Ministry of Health, Labour and Welfare
October 2015: Deputy Director-General of Minister’s Secretariat, Medical Insurance, Ministry of Health, Labour and Welfare
July 2017: Deputy Director-General of Minister’s Secretariat, Elderly Health Care, Ministry of Health, Labour and Welfare

July 2018: Director, Social Welfare and War Victims’ Relief Bureau, Ministry of Health, Labour and Welfare
August 2020: Director-General, Secretariat of Headquarters for Overcoming Population Decline and Vitalizing Local Economy in Japan, Cabinet Secretariat Director, Social Security Reform, Cabinet Secretariat
February 2021: Concurrently serving as Director of Loneliness and Isolation Office, Cabinet Secretariat
November 2021: Deputy Director-General, Secretariat of the Digital Garden City Initiative Panel, Cabinet Secretariat
December 2021: Concurrently serving as Head of Preparation Work Group for Bill of Establishing Children and Families’ Agency, Cabinet Secretariat
June 2022: Concurrently serving as Head of preparation Work Group for Establishment of Children and Families’ Agency, Cabinet Secretariat (Retired in June 2022)
March 2023: Standing Outside Audit & Supervisory Board Member of the Company (Current Position)

Nobuo Inada

Audit & Supervisory Board Member (Independent Outside Audit & Supervisory Board Member)
Date of birth: August 14, 1956
Term of office: 4 years from March 2023
Number of shares held: 0

April 1981: Appointed as Public Prosecutor
October 2008: Deputy Vice-Minister of Justice, Ministry of Justice
August 2011: Director-General, Criminal Affairs Bureau, Ministry of Justice
January 2014: Vice-Minister of Justice, Ministry of Justice
September 2016: Superintending Prosecutor, Sendai High Public Prosecutors Office
September 2017: Superintending Prosecutor, Tokyo High Public Prosecutors Office
July 2018: Prosecutor-General (Retired in July 2020)

October 2020: Registered as Attorney at Law (Current Position)
June 2021: Outside Director, Audit & Supervisory Board Member, Nomura Securities Co., Ltd. (Current Position)
March 2023: Outside Audit & Supervisory Board Member of the Company (Current Position); Significant Concurrent Positions Outside the Company
Attorney at Law, Inada Law Firm
Outside Director, Audit & Supervisory Board Member, Nomura Securities Co., Ltd.

Hiroko Yamashina

Audit & Supervisory Board Member (Independent Outside Audit & Supervisory Board Member)
Date of birth: May 20, 1963
Term of office: 4 years from March 2023
Number of shares held: 0

April 1986: Joined Orient Leasing Co., Ltd. (Currently, ORIX Corporation)
March 2007: Head of Office of Internal Controls, ORIX Corporation
May 2010: Executive Officer, ORIX Life Insurance Corporation
January 2013: Managing Executive Officer, ORIX Life Insurance Corporation
January 2014: Corporate Officer, ORIX Corporation
January 2016: Group Executive, ORIX Corporation (Current Position)
President, ORIX Credit Corporation

January 2021: Chairman, ORIX Credit Corporation (Current Position)
March 2023: Outside Audit & Supervisory Board Member of the Company (Current Position); Significant Concurrent Positions Outside the Company
Group Executive, ORIX Corporation
Chairman, ORIX Credit Corporation

Notes

For reasons for appointment of the Directors and Audit & Supervisory Board Members, please refer to the Notice of Convocation of the 38th Ordinary General Meeting of Shareholders
We have established a set of independence criteria. For details, please refer to the JT Corporate Governance Policy

The concept of skills necessary for the Directors

We have adopted the following composition of the Board of Directors in order to enable the Directors to identify the JT Group management strategies and make decisions on important matters, as well as to effectively supervise all operations. The Advisory Panel on Nomination and Compensation has repeatedly engaged in discussions on the composition of the Board of Directors:

The Board may have as many members as necessary and appropriate, up to a maximum of 15. It comprises diverse professionals with a high sense of ethics and integrity as well as knowledge, experience and skills, taking into consideration such factors as gender, international experience, work experience, race, ethnicity, cultural background, and other aspects of diversity, along with the skills necessary to serve as Directors.
The Board includes at least one-third of Independent Outside Directors with qualifications conducive to the Company’s sustainable profit growth and corporate value over the medium and long terms, in order to strengthen the supervisory functions and transparency of management.

We expect in particular that each Director will demonstrate skills based on their knowledge and experience in the following areas, in light of our management principle, JT Group Purpose and business plan, in order for the Board of Directors to properly fulfill its roles and responsibilities. We believe that the Board of Directors as a whole has the necessary skills at this time.

Areas in which skills are expected to be particularly effective

“Corporate Management,” including the JT Group’s management strategy, operations, and business strategy based on 4S model, our management principle
“Global Management,” which is essential for the JT Group, which operates globally
“Corporate Finance, Accounting and Capital Policy” and “Legal, Compliance, and Risk Management," which are the basis of decision-making for effective management and business activities
“IT/Information Security” is one important management foundation for strengthening the competitiveness of the JT Group
“Corporate Governance,” which is the foundation of our corporate activities in order to maximize stakeholder value, pursue sustainable profit growth, and grow corporate value over the long term
“Sustainability/Environment and Society,” which we consider core to our management initiatives and for which we formulate strategies based on the 4S model and materiality analysis
“D&I/Organizational Behavior and Human Resource Management,” one of our focus areas, is being promoted so that all JT Group employees can feel motivated in their work and maximize their abilities
“Business Development/M&A” to formulate strategies and carry out measures for further development and business growth

In addition, in light of the roles and responsibilities of the Audit & Supervisory Board Members to oversee the job performance of the Directors, we are particularly expecting Audit & Supervisory Board Members to demonstrate their skills in the areas of “Corporate Finance, Accounting and Capital Policy,” “Legal, Compliance and Risk Management,” and “Corporate Governance.” At present, we believe that the entire Audit & Supervisory Board has the necessary skills.

Skills matrix for proposed Directors and Audit & Supervisory Board Members

Integrated Report 2022

Directors and Audit & Supervisory Board Members
- Nine Directors
- Five Audit & Supervisory Board Members
The concept of skills necessary for the Directors