Governance at a Glance
We believe effective corporate governance is essential to sustainable growth and long-term corporate value creation.
Our governance framework supports transparent decision-making, appropriate oversight, and agile management while strengthening the trust of our stakeholders.
Governance Overview
| Governance Structure | Company with an Audit and Supervisory Committee |
|---|---|
| Board of Directors | 11 Directors (including 6 Independent Outside Directors) |
| Chair of the Board | Representative Director and Chairman |
| Directors' Term of Office | One year |
| Executive Officer System | Adopted |
| Nomination & Compensation Committee | Voluntary advisory committee to the Board |
| Independent Auditor | KPMG AZSA LLC |
Governance Framework
History of Recent Governance Reforms
Board of Directors
The Board is responsible for overseeing management and determining the Company's strategic direction.
Its primary responsibilities include:
-Management strategy and Mid-term Management Plan
-Capital allocation and investment decisions
-Risk management and internal controls
-Sustainability and ESG initiatives
-Executive appointments and succession planning
During the FY ended March 2025, the Board held 18 meetings.
Audit and Supervisory Committee
The Audit and Supervisory Committee consists of three Audit and Supervisory Committee Members, including Outside Directors. The Committee enhances the effectiveness of oversight by:
-Monitoring the internal control system
-Reviewing financial reporting
-Coordinating with the independent auditor
-Conducting audits across the Group
Committee members also attend important management meetings and conduct interviews and site visits to domestic and overseas Group companies.
Board MembersNomination & Compensation Committee
The Nomination & Compensation Committee is composed of a majority of independent Outside Directors, with the Chairperson and members appointed by the Board of Directors.
The Committee advises the Board on:
-Director and Executive Officer nominations
-Succession planning
-Executive compensation
-Governance-related policies
This supports fair, transparent, and objective decision-making.
Managing Executive Officer's Committee
The Managing Executive Officer's Committee consists of Executive Officers at the rank of Managing Executive Officer or above, and meets in principle once a week.
It is responsible for making operational decisions delegated by the Board of Directors, enabling timely execution while keeping the Board focused on strategic oversight.
Other Committees
As advisory bodies to the Managing Executive Officers’ Committee, the following committees have been established, each led by a chairperson appointed by the Committee. Directors participate in these committees either as members or observers.
| Committee Name | Committee Chair / Chairperson | Role of Committee |
|---|---|---|
| Investment Council | Managing Executive Officer | Deliberates on matters related to investment and other proposals promptly and accurately from a broad perspective based on expert knowledge and contributes to rational decision-making based on risk analysis and evaluation |
| Compliance Committee | Director, Managing Executive Officer | Prevention and early detection of violations of laws and regulations within the Group, as well as spreading awareness of compliance with laws and regulations |
| Quality Assurance Committee | Director, Senior Managing Executive Officer | Formulates quality assurance policies for the Group, develop strategies and plans for quality assurance, and promote and manage the progress of activities related to quality assurance |
| Sustainability Committee | Managing Executive Officer | Plans and implements the Group’s sustainability strategies and activities, and progress management of initiatives for each materiality |
| Intellectual Property Committee | Director, Managing Executive Officer | Plans the Group’s intellectual property strategy, as well as protecting and expanding the intellectual property of the core business |
| Information Management Committee | Director, Managing Executive Officer | Appropriately manages personal and confidential information, regardless of the form in which it is used, to address significant management risks related to information. |
| Product Development Committee | Director, Senior Managing Executive Officer | Approves policies and strategies for product development, gives final approval of new product launches, and establishes and operates systems related to product development |
| DX Promotion Committee | Managing Executive Officer | Promotes DX infrastructure design, innovation, and digital technology through the consolidation and promotion of DX-related information |
| Human Rights Awareness Promotion Committee | Director, Senior Managing Executive Officer | Conducts human rights education and awareness programs in the Group to deepen correct understanding and awareness of various human rights issues and to build a corporate culture of respect for human rights that does not tolerate discrimination |
Strengthening Governance
Enhancing Board Effectiveness
The Board conducts an annual effectiveness evaluation to continuously improve its oversight and decision-making.
To support productive discussions, Outside Directors participate in:
-Business briefings
-Site visits
-Off-site discussions with management
-Committee meetings
These initiatives deepen understanding of the Group's businesses and contribute to more effective Board deliberations.
Board Effectiveness Evaluation
Umios positions its Board of Directors as the body responsible for discussing the Company's long-term strategic direction on key management issues and overseeing the execution of management initiatives to support sustainable growth and enhance corporate value.
To ensure the Board continues to fulfill this role effectively, the Company conducts an annual Board effectiveness evaluation and uses the results to drive continuous improvement.
FY ended March 2025 Evaluation
Umios positions its Board of Directors as the body responsible for discussing the Company's long-term strategic direction on key management issues and overseeing the execution of management initiatives to support sustainable growth and enhance corporate value.
- To ensure the Board continues to fulfill this role effectively, the Company conducts an annual Board effectiveness evaluation and uses the results to drive continuous improvement.The FY ended March 2025 evaluation focused on:
- GReviewing progress on issues identified in the previous year's evaluation;
Identifying medium- to long-term priorities for the Board; and
Reassessing the role and functions expected of the Board in light of the Company's transformation. - Following the Company's name change to Umios in March 2026, reflecting its ambition to become a solutions company that promotes the health of people and the planet through food by leveraging value creation rooted in the ocean, the Company reviewed the role of the Board to ensure it continues to provide effective oversight of this transformation.
Looking Ahead
Based on the evaluation results, Umios will continue to strengthen the Board's effectiveness by enhancing strategic discussions, reinforcing its oversight of management execution, and supporting the Company's transformation into a solutions company, with the goal of achieving sustainable growth and increasing long-term corporate value.
Independence Criteria for Outside Officers
Umios Corporation deems an outside officer independent if the following conditions do not apply.
- Operational execution person of a major business partner of the Group. A major business partner is a business partner whose transaction amount exceeds 2% of the consolidated net sales of the Group or the business partner (including its parent company and major subsidiaries).
- Operational Execution person of the Group’s major lender. Major lenders are lenders who have financed the Group in excess of 2% of the Company’s consolidated total assets at the end of the most recent fiscal year.
- Lawyer, certified accountant, tax accountant or consultant receiving monetary or financial benefits in excess of 10 million yen a year from the Company in addition to compensation as director
- Person or Operational Execution person who received donations or subsidies from the Company in excess of 10 million yen a year
- A person who fell under (a) to (d) above within the past 2 years
- If the person who falls under (a) to (d) above is an Operational Execution person, including Director, Executive Officer, or General Manager level or higher, or an operational executor with equivalent authority, the spouse or a blood relative within the second degree kinship of the above.
Approach to the Executive Compensation System
Regarding the compensation of management and Directors (excluding Directors who are Audit and Supervisory Committee members), it consists of (i) fixed remuneration, (ii) short-term performance-linked compensation, and (iii) medium-term performance-linked stock-based compensation. Outside Directors receive only fixed remuneration.
The Company has established a Nomination and Compensation Committee as an advisory body to the Board of Directors. This committee deliberates on the compensation system and levels, and decisions are made by resolution of the Board of Directors.
Executive Compensation System
Illustration of Performance-Linked Stock Compensation Plan
- After receiving approval of the Plan at the General Meetings of Shareholders, the Company will establish a "Directors’ Stock Benefit Regulations" within the framework approved at the General Meetings of Shareholders.
- The Company will place money in trust within the scope approved by resolution of the General Meetings of Shareholders.
- The Trust will acquire Company shares using the money entrusted in 2 above, as the source of funds, either through the stock exchange or by accepting the disposal of Company treasury stock.
- The Company will grant points to directors, etc. based on the "Directors’ Stock Benefit Regulations".
- The Trust shall not exercise voting rights pertaining to Company shares in the Trust account in accordance with the instructions of the Trust administrator, who shall be independent from the Company.
- The Trust shall deliver Company shares to those Eligible Directors who meet the requirements as beneficiaries as provided in the "Directors’ Stock Benefit Regulations", in proportion to the number of points granted to said Beneficiaries. However, if the Eligible Directors meet the requirements as provided in "Directors’ Stock Benefit Regulations", such Eligible Directors shall be granted payment in the equivalent of Company shares at market value according to an established proportion of points.
Approach to Cross-Shareholdings
As a basic policy, the Company holds shares of business partners as strategic equity investments when it judges that such holdings contribute to the Group’s medium- to long-term corporate value enhancement.
The Board of Directors conducts an annual review of the investment value of each cross-shareholding. For stocks where the Company no longer recognizes the significance or rationality of continued ownership, the Company takes steps to reduce holdings, such as through sales, while engaging in dialogue with the investee, considering stock prices and market trends.
As of the fiscal year ended March 2026, the ratio of cross-shareholdings to net assets was 10.02%, an increase of 0.06 percentage points compared to the previous year.
Approach to Group Governance
Umios Corporation has established the Umios Group Risk Management Regulations, and has been conducting annual risk surveys to identify and evaluate risks among each division and Group company since FY2015. We also formulate the Risk Management Basic Plan. Details of these activities are reported to the Board of Directors, and risk information across the entire group is shared.