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Corporate Governance

Fundamental Policies

We maintain an awareness that our corporate group is a member of society at large with the duty to fulfill our corporate social responsibility and contribute to society as we develop our business, in addition to fulfilling our financial responsibility of earning adequate profits by providing high quality products through fair competition while maintaining flight safety as the leading company of safety in the transport sector and providing unparalleled service to our customers.

Taking this into account, we have established JAL Philosophy in accordance with the JAL Group Corporate Policy, “JAL Group will pursue the material and intellectual growth of all our employees, deliver unparalleled service to our customers, and increase corporate value and contribute to the betterment of society.” We will strive to enhance corporate value and achieve accountability by establishing a corporate governance system that results in high management transparency and strong management monitoring, while at the same time engaging in speedy and appropriate management decision making.

The Board of Directors has established corporate governance by adopting the Fundamental Policies of Corporate Governance as a key set of rules subsequent to the Companies Act, relevant laws and regulations and the Articles of Incorporation, and reviews it as appropirate.

Corporate Governance System

1.Corporate Governance System (Fig.)

Figure showing the corporate governance system

Evolution of Improvement of JAL’s Corporate Governance System

Progress in Strengthening Corporate Governance

2.Board of Directors and Directors

(1)Board of Directors

The Board of Directors exercises strong management monitoring with a high degree of transparency through the nomination of Directors, Corporate Auditors and Executive Officers, decision of officer remuneration, and important decision-making.

To fulfill this role,
①The Board separates the management monitoring and business execution functions. The Board Chair is nominated from among Directors who do not concurrently serve as Outside Officer.

②At least three highly independent candidates are nominated for Outside Director, and from the Ordinary General Meeting of Shareholders in June 2021, Outside Directors account for at least one-third of all Board members.

③In FY2021, we decided to increase female Director appointments.

④From FY2021, Directors and Corporate Auditors are required to basically attend at least 80% of all Board meetings.

⑤The Board delegates appropriate authority to the President to ensure efficient decision-making.

<In FY2026>
Chairperson: AKASAKA Yuji (Director, Chairperson)
Members: AKASAKA Yuji, TOTTORI Mitsuko, SAITO Yuji, AOKI Noriyuki, NAKAGAWA Yukio, KASHIWAGI Yoriyuki, YANAGI Hiroyuki, MITSUYA Yuko, KOMODA Masanobu

<In FY2025>
Chairperson: AKASAKA Yuji (Director, Chairperson)
Members: AKASAKA Yuji, TOTTORI Mitsuko, SAITO Yuji, AOKI Noriyuki, KASHIWAGI Yoriyuki, TAMURA Ryo (until June 2025), NAKAGAWA Yukio (after June 2025), KOBAYASHI Eizo (until June 2025), YANAGI Hiroyuki, MITSUYA Yuko, KOMODA Masanobu (after June 2025)
Number of meetings: 14 meetings (Directors other than Directors TAMURA, NAKAGAWA, KOBAYASHI, YANAGI, and KOMODA attended 14/14 meetings; Director YANAGI attended 13/14 meetings; Directors NAKAGAWA and KOMODA, who have been in office since June 2025, attended 11/11 meetings; Directors TAMURA and KOBAYASHI, who retired in June 2025, attended 3/3 meetings.)
Main activities: Mainly discussed the following agenda.

1. Management Strategy

  • Formulation of “JAL Group Management Vision 2035”

2. Decision and Oversight of Other Important Business Executions

  • Strategic transition of shareholders regarding Jetstar Japan
  • Investment regarding Mileage and Lifestyle Business
  • Establishment of CVC Fund

3. Financial Results and Finance

  • Each quarter financial results
  • Financing
  • Shareholder return

4. Governance and Risk Management

  • Report on safety
  • The Verification Committee report regarding Business Improvement Advisory
  • Board Effectiveness Assessment
  • Revision of the Regulations of the Board of Directors and Regulations of Committees
  • Verification of policy shareholdings
  • Policy on listed affiliates
  • Committee reports and decisions on the appointment of new executives and their remuneration
  • Development and evaluation of internal control
  • Revision of Risk Management Regulations for derivative transactions
  • Risk management related reports
  • Internal audit report by Audit Department
  • Policies and results of audits by Corporate Auditors
  • Measures against results of audits by Corporate Auditors

5. Dialogue with Stakeholders

  • Approval of shareholder meetings and shareholder return-related proposals
  • Operational status of shareholder benefit programs
  • Feedback regarding IR orientation meeting
  • Disclosure of information on Climate Change Based on TCFD/TNFD

(2)Directors

〔Board diversity〕

①Directors are selected from those with extensive experience in various fields and high insight and expertise, paying attention to ensuring diversity in terms of gender, international nature, work history, and age, among others. In addition, we have also been promoting DEI at the management level. In 2023, we had multiple female Directors, and in 2024, we have appointed female to our President for the first time in our history.

②The skills matrix for expertise and experience that directors should possess was developed in FY2021, and revised in FY2023, before being made public.

〔Outside Directors〕

①Outside Directors shall provide advice on the Company's management from a practical and multifaceted perspective and appropriately supervise the execution of business operations.

②Outside Directors are appointed from persons with vast knowledge and experience in various fields in order to ensure diversity. Those who do not qualify as highly independent within the meaning of our “Standards for Independence of Outside Directors” will not be appointed. In addition, we will not appoint any person as a candidate for Outside Director who concurrently serves as a Director, Corporate Auditor, etc. for more than four other listed companies.

③One Outside Director shall be appointed as Lead Independent Outside Director to improve coordination with Corporate Auditors and internal divisions.

〔Independent Outside Directors and Ratio of Female Directors (as of June 24, 2025)〕

  • Ratio of Independent Outside Directors:33.3%(3 out of 9 Directors are Outside Directors)
  • Ratio of female Directors:22.2%(2 out of 9 Directors is a female Director)

〔Average Term of Office of Corporate Auditors (as of June 24, 2025)〕

  • 2 years and 2 months

3.Various Committees

We have established various committees under the Board of Directors in order to build a corporate governance system that demonstrates high management transparency and strong management oversight. A majority of the committee members are Outside Directors, ensuring independence from management.
Additionally, the functions of the Personnel Committee and Officers Disciplinary Committee have been integrated into the Nominating Committee in consideration of current operational practices and the standards of other companies.

(1)Corporate Governance Committee

To make necessary reports and recommendations to the Board of Directors to strengthen corporate governance for the company's sustainable growth and enhancement of corporate value over the medium to long term. The Corporate Governance Committee is comprised of the Chair of the Board and Outside Directors, and the Chair is elected from among Outside Directors.

<In FY2026>
Chairperson: MITSUYA Yuko (Outside Director)
Members: AKASAKA Yuji, YANAGI Hiroyuki, KOMODA Masanobu
Observer: OKADA Joji (Outside Corporate Auditor)

<In FY2025>
Chairperson: YANAGI Hiroyuki (Lead Independent Outside Director)
Members: AKASAKA Yuji, KOBAYASHI Eizo (until June 2025), MITSUYA Yuko, KOMODA Masanobu (after June 2025)
Observer: OKADA Joji (Outside Corporate Auditor)
Number of meetings: 3 meetings (Directors other than Directors KOBAYASHI and KOMODA attended 3/3 meetings; Director KOMODA, who has been in office since June 2025, attended 2/2 meetings; Director KOBAYASHI, who retired in June 2025, attended 1/1 meeting.)
Main activities: Made recommendations on revision of corporate governance-related regulations and made suggestions regarding the Board Effectiveness Assessment.

(2)Nominating Committee

When submitting a proposal to the General Meeting of Shareholders concerning the election of candidates to the positions of Director and Corporate Auditor, the Nominating Committee comprehensively judges the personality, knowledge, ability, experience, performance and other attributes of each candidate based on an inquiry from the Board of Directors and reports back to the Board.
Furthermore, when electing or dismissing an Executive Officer, the Nominating Committee receives a request for consultation from the Board of Directors, comprehensively judges the personality, knowledge, ability, experience, performance and other attributes of each candidate, and submits a report to the Board of Directors, which then makes a resolution based on that report.
The Nominating Committee defines the President and other board members as persons with qualities to steadily get positive results toward realizing the Corporate Policy by working together with every employee based on a firm commitment to safety, which is the basis of existence of the JAL Group, and display of initiative in practicing the JAL Philosophy. The Nominating Committee assists candidates for President and other posts to quickly acquire grounding and discipline necessary for management through practical and diverse experiences.
Furthermore, in case the qualities of any member of top management are found to be questionable due to violation of the law, harassment, negligence of the Board of Directors or other matters, members of the Nominating Committee and other Directors excluding the person in question will immediately conduct investigations based on a motion made by a Director at a Board meeting or other meeting.
Disciplinary action against officers shall be determined by a resolution of the Board of Directors, based on a resolution of the Nominating Committee or a report from the Nominating Committee. Note that the dismissal of a Director requires the approval at the General Meeting of Shareholders.
The Nominating Committee is comprised of the President and no more than four Directors elected by a resolution by the Board of Directors, the majority of members being Outside Directors. The Chair is elected from among Outside Directors.

<In FY2026>
Chairperson: YANAGI Hiroyuki (Lead Independent Outside Director)
Members: TOTTORI Mitsuko, SAITO Yuji, MITSUYA Yuko, KOMODA Masanobu

<In FY2025>
Chairperson: YANAGI Hiroyuki (Lead Independent Outside Director)
Members: TOTTORI Mitsuko, SAITO Yuji, KOBAYASHI Eizo (until June 2025), MITSUYA Yuko, KOMODA Masanobu (after June 2025)
Number of meetings: 6 meetings (Directors other than Directors KOBAYASHI and KOMODA attended 6/6 meetings; Director KOMODA, who has been in office since June 2025, attended 5/5 meetings; Director KOBAYASHI, who retired in June 2025, attended 1/1 meeting.)
Main activities: In addition to matters to be reported to the Board of Directors, the Committee discussed requirements and processes related to the election of candidates for Executive Officers, the process for reappointing the President, and the future succession plan for management personnel. Regarding the confirmation of the reappointment of the President, Outside Directors and the President engaged in dialogue and concluded that Ms. TOTTORI Mitsuko's reappointment as President in FY2026 is desirable for the Group's management, given that she has been contributing to enhancing the corporate value through working on issues that require continuous attention, such as flight safety measures including alcohol related incidents, together with other officers, and making efforts in achieving corporate growth by implementing management practices based on the independence and autonomy of the executive officers through team management.

(3)Compensation Committee

The Compensation Committee discusses matters concerning the amount of compensation for Directors, Executive Officers and Corporate Auditors based on an inquiry from the Board of Directors and reports back to the Board. It also verifies as necessary that the compensation system functions as a sound incentive aimed at sustainable growth of the Company.
The Compensation Committee is comprised of the President and no more than four Directors elected by a resolution by the Board, the majority of members being Outside Directors. The Chair is elected from among Outside Directors. As a result, transparency and fairness in the compensation determining process is secured.

<In FY2026>
Chairperson: KOMODA Masanobu (Outside Director)
Members: TOTTORI Mitsuko, SAITO Yuji, YANAGI Hiroyuki, MITSUYA Yuko

<In FY2025>
Chairperson: KOBAYASHI Eizo (Outside Director) until June 2025; KOMODA Masanobu (Outside Director) after June 2025
Members: TOTTORI Mitsuko, SAITO Yuji, YANAGI Hiroyuki, MITSUYA Yuko
Number of meetings: 7 meetings (Directors other than Directors KOBAYASHI and KOMODA attended 7/7 meetings; Director KOMODA, who has been in office since June 2025, attended 5/5 meetings; Director KOBAYASHI, who retired in June 2025, attended 2/2 meetings.)
Main activities: The Committee discussed specific indicators and evaluation methods for the officer remuneration system to complete the Medium-Term Management Plan and reported it back to the Board of Directors. In addition, the committee is engaged in ongoing discussions to ensure that the current remuneration system is appropriately maintained in accordance with its fundamental policy, as the management prepares to launch initiatives for the steady execution of “JAL Group Management Vision 2035”.

(4)Personnel Committee (Integrated into the Nominating Committee from FY2026 in consideration of the operational practices and other reasons)

The Company discusses matters to be consulted by the Board of Directors regarding the appointment and dismissal of executive officers and reports the results to the Board of Directors. The Personnel Committee is comprised of the President and no more than four Directors elected by a resolution by the Board, the majority of members being Outside Directors. The President serves as Chair.

<In FY2025>
Chairperson: TOTTORI Mitsuko (Representative Director, President)
Members: SAITO Yuji, KOBAYASHI Eizo (until June 2025), YANAGI Hiroyuki, MITSUYA Yuko, KOMODA Masanobu (after June 2025)
Number of meetings: 3 meetings (Directors other than Directors KOBAYASHI and KOMODA attended 3/3 meetings; Director KOMODA, who has been in office since June 2025, attended 3/3 meetings; Director KOBAYASHI, who retired in June 2025, attended 0/0 meeting.)
Main activities: In addition to matters to be reported to the Board of Directors, the Committee discussed nurturing candidates as Executive Officers and the new Executive Officer structure.

(5)Officers Disciplinary Committee (Integrated into the Nominating Committee from FY2026 in consideration of the operational practices and other reasons)

When taking disciplinary action against Directors and Executive Officers, the Officers Disciplinary Committee makes decisions. The Officers Disciplinary Committee is comprised of the President and no more than four Directors elected by a resolution by the Board, the majority of members being Outside Directors. The Chair is elected from among Outside Directors. Any submission of proposals to the general meeting of shareholders concerning the dismissal of a Director requires the approval of the Board of Directors.

<In FY2025>
Chairperson: YANAGI Hiroyuki (Outside Director)
Members: TOTTORI Mitsuko, SAITO Yuji, KOBAYASHI Eizo (until June 2025), MITSUYA Yuko, KOMODA Masanobu (after June 2025)
Number of meetings: 2 meetings (Directors other than Directors KOBAYASHI and KOMODA attended 2/2 meetings; Director KOMODA, who has been in office since June 2025, attended 2/2 meetings; Director KOBAYASHI, who retired in June 2025, attended 0/0 meeting.)
Main activities: Discussed the disciplinary actions of officers related to the Administrative Warning notified by the Ministry of Land, Infrastructure, Transport and Tourism (MLIT).

In addition to the above voluntary committees, the Lead Independent Outside Corporate Auditor Opinion Exchange Meetings, comprising only Outside Directors and Outside Corporate Auditors, to strengthen the network between Outside Officers.

4.Audit & Supervisory Board and Corporate Auditors

(1)Audit & Supervisory Board

The Audit & Supervisory Board makes appropriate judgment from an independent objective standpoint, based on their fiduciary responsibilities to the shareholders, when fulfilling their role and responsibilities such as auditing the execution of Director’s duties, appointing or removing Accounting Auditors, and executing rights concerning auditor remuneration.

<In FY2026>
Chairperson: KIKUYAMA Hideki (Full-time Corporate Auditor)
Members: KIKUYAMA Hideki, TAMURA Ryo, KUBO Shinsuke, OKADA Joji, MATSUMURA Mariko

<In FY2025>
Chairperson: KITADA Yuichi (Full-time Corporate Auditor) until June 2025; KIKUYAMA Hideki (Full-time Corporate Auditor) after June 2025
Members: KIKUYAMA Hideki, KITADA Yuichi (until June 2025), TAMURA Ryo (after June 2025), KUBO Shinsuke, OKADA Joji, MATSUMURA Mariko
Number of meetings: 13 meetings (Corporate Auditors KIKUYAMA and MATSUMURA attended 13/13 meetings; Corporate Auditors KUBO and OKADA attended 12/13 meetings; Corporate Auditor TAMURA, who has been in office since June 2025, attended 10/10 meetings; Corporate Auditor KITADA, who retired in June 2025, attended 3/3 meetings.)
Main activities: In addition to resolutions on routine matters—such as the determination of audit policies and plans, consent to proposals for the election of Corporate Auditors, the selection of Full-time Corporate Auditors, the determination of officer remuneration for Corporate Auditors, the appointment of the Accounting Auditor and consent to their remuneration, and the preparation of audit reports—we held reports and discussions regarding prior approval for non-assurance services by the Accounting Auditor, risk management, EMS audits, and the confirmation of the Integrated Report. Furthermore, a questionnaire was conducted for all Corporate Auditors to perform a self-assessment of the status of auditing activities.

(2)Corporate Auditors

〔Audits〕

①Corporate Auditors attend Board meetings and other important meetings, and audit important management matters, business operations and business execution by exchanging opinions with Representative Directors and Outside Directors, and inspecting important agenda items and resolutions to be passed.

②They also audit business sites and subsidiaries each year together with the Corporate Auditors Office, report back to Representative Directors and provide feedback to executing departments.

③Further, they work closely with the internal Audit Department and Accounting Auditors, meet regularly with full-time auditors of major subsidiaries, and strive to improve and strengthen Group auditing.

〔Candidate of Corporate Auditors〕

①Corporate Auditors are nominated from among persons with extensive knowledge and experience in various fields to conduct audits from a neutral and objective perspective and ensure sound management.

②Any person who does not qualify as highly independent within the definition of Standards for Independence of Outside Directors established by the Company shall not be nominated for Outside Corporate Auditor.

〔Independent Outside Corporate Auditors and Ratio of Female Corporate Auditors Members(as of June 24, 2025)〕

  • Ratio of female Corporate Auditors:22%(1 out of 5 Corporate Auditors is a female Corporate Auditor)

〔Average Term of Office of Corporate Auditors(as of June 24, 2025)〕

  • 3 years

5.Skills Matrix

With regard to the specialized knowledge and experience that the Company’s Directors and Corporate Auditors should possess, the necessary skill set includes the basic corporate management skills of Management Experience, Finance & Accounting, Legal/Risk Management, Personnel Affairs/Talent Development, as well as Safety Management, which is particularly important given the business characteristics of the Company, and also Global Experience, CX/Marketing, DX/IT/Technology, and GX/Environment.

Skills matrix showing directors and audit and supervisory board members

6.Standards for Independence of Outside Directors

We have established the following standards to determine if an Outside Director qualifies as independent in order to establish a corporate governance system that results in high management transparency and strong management monitoring and to enhance corporate value. (Basically, persons who are not described as follows qualify as independent.)

①A person who executes or has executed business in the Company or a consolidated subsidiary in the past 10 years

②A person who is described by any of the items a - f in the past three years.
a. a business counterpart or a person executing business of such business counterpart, whose transactions with the Company for one business year exceeded 1% of consolidated revenue of the Company or the business counterpart
b. a major shareholder of the Company or a person executing business of such shareholder holding an equity ratio of 5% or more in the Company
c. a major lender for the Company or a person executing business of such lender.
d. a person who receives over JPY 10 million in donations annually from the Company or a person belonging to an entity receiving such donations
e. a person receiving remuneration of over 10 million yen excluding director remuneration from the Company or a person belonging to an organization receiving remuneration exceeding 1% of consolidated revenue of the Company
f. a person executing business of another company, where a person executing business of the Company is appointed as External Director

③The spouse or relative within the second degree of kinship of an individual described in 1 and 2.

(Note) A person executing business refers to an executive director or executive officer

7.Succession Plan for the President and Other Leaders

①The qualifications required of the President and other leaders are as follows: “Persons with qualities to steadily get positive results toward realizing the Corporate Policy by working together with every employee based on a firm commitment to safety, which is the basis of existence of the JAL Group, and display of initiative in practicing the JAL Philosophy." The Nominating Committee continuously discusses possible candidates for President and other executives. By providing candidates with practical and diverse experiences, such as management in a Group company and overseas assignments and activities in external organizations, they acquire the necessary grounding for management at an early stage.

②To develop the next generation of executives including Executive Officers, the Nominating Committee discusses career path mapping, cross-functional rotation, external networking and human resource pooling to promote diversity and expand their capacity and perspectives.

8.Support for Directors and Corporate Auditors

①Legal considerations are explained to Directors, as necessary, to ensure that they are fully aware of their duties, including the fiduciary duties of the duty of loyalty and the duty of care. They are provided opportunities for continuous participation in external training and affiliated organizations.

②In addition to the provision of corporate information, Corporate Auditors are given opportunities to participate in external training and external organizations.

③Outside Directors and Outside Corporate Auditors receive advance explanations on Board agendas, corporate information and other requests, as appropriate. In order to deepen the understanding of the Company, Directors and Corporate Auditors receive explanations on safety matters through visits to frontlines, a climb up Mt. Osutaka, a tour of the Safety Promotion Center, and explanations on company history and the JAL Philosophy.

9.Effectiveness Assessment of Board of Directors Meetings

Under the Fundamental Policies of Corporate Governance, the JAL Group annually assesses the board effectiveness and appropriately reviews the operation of the Board of Directors, taking into account the assessment of each Director and Corporate Auditor.

(1)Process of the FY2025 Effectiveness Assessment

①All Directors and Corporate Auditors were scrutinized by answering a questionnaire and interviewed by the Board of Directors Secretariat, and based on the results of the analysis, the Board of Directors discussed the evaluation and future initiatives.
The questionnaire consists of a five-point rating scale and open-ended questions regarding board composition, supervision, management strategy, dialogue with shareholders, board culture, contributions of Outside Directors, activities of Corporate Auditors, and Board operations.

②Subsequently, the Board of Directors decided on future initiatives as described below.
The third-party analysis is conducted every three years. The most recent analysis was during the effectiveness assessment in FY2023.

(2)FY2025 Assessment Results

Through the above process, we confirmed that the board effectiveness has been ensured and recognized the issues that need to be addressed.

①Outline

Figure showing the Outline

②Evaluation of Key Issues for FY2025

Figure showing the Evaluation of Key Issues for FY2025

(3)Priority Issues for FY2026

Based on the above assessments, and with a view to enhancing business sustainability, achieving growth, and increasing corporate value, we will focus on supervising the status of implementation efforts and deepening discussions on the following matters.

Figure showing the Priority Issues for FY2026

Through these and other initiatives, we will enhance communication between outside directors and executives to improve the effectiveness of the board of directors.

10.Remuneration of Directors

(1)Basic policy

①To support the sustainable and steady growth of the Company and the JAL Group and to increase corporate value over the medium and long term, the Company will encourage the performance of duties consistent with its Corporate Policy and management strategies and provide strong incentives for the achievement of specific management targets.

②The Company will establish appropriate proportions for performance-linked bonus linked to fiscal yearperformance and, for the purpose of further promoting the aligning of interests with shareholders, aperformance-linked share-based remuneration linked to corporate value in accordance with medium tolong-term performance, in order to contribute to the demonstration of sound entrepreneurial spirit.

③The Company will reward the management team appropriately based on the Company’s business performance.

(2)Remuneration levels and composition

①The Company will set appropriate remuneration levels based on the Company’s operating environment and with reference to objective data on remuneration in the marketplace.

②Considering factors including the nature of the Company’s business and the effectiveness of performance-linked remuneration, fixed remuneration and performance-linked remuneration are comprised as follows. (Assuming 100% achievement against targets)

(Assuming 100% achievement against targets)
・Amount of fixed basic remuneration:50%
・Amount of performance-linked bonuses to be paid according to the degree of achievement against targets: 30%
・Amount of performance-linked share-based remuneration to be issued according to the degree of achievement against targets: 20%

Figure showing the ratio of basic remuneration, performance-linked bonus and performance-linked share-based remuneration

The above ratio is for guidance only and adjustments can be made to reflect changes in the price of the Company’s shares or other factors.

※ This amount excludes allowances in cases where an Executive Officer serves concurrently as a Director or where an Executive Officer has representative authority.

Note:Remuneration paid to Outside Directors is solely fixed basic remuneration.

(3)Framework for performance-linked remuneration

Performance indicators for performance-linked bonus and performance-linked share-based remuneration are reviewed as appropriate in accordance with changes in the business environment and the roles of each officer.

①Annual incentives (performance-linked bonuses)

The amount to be paid every fiscal year as an annual incentive will vary from 0 to 150 depending on the degree of achievement, with 100 representing the amount to be paid when achievement is in line with performance targets.

■Performance Indicators
・EBIT
・Individual performance indicators for each officer
・Taking into consideration the achievement level of safety targets

Evaluation indices will be considered for review as necessary in accordance with changes in business conditions, the roles of each officer and other factors.

②Long-term incentives (performance-linked share-based remuneration)

The number of shares to be granted every fiscal year as a long-term incentive will vary from 0 to 150 depending on the degree of achievement, with 100 representing the number to be granted when achievement is in line with performance targets. The performance evaluation period will be three years, with performance for three consecutive fiscal years evaluated every year.

■Performance Indicators
・TSR(ratio to TOPIX including dividends) consolidated ROIC
・The number of ESG stocks selected
・Carbon emissions per revenue ton kilometers
・Customer satisfaction, etc.

With respect to common stock granted to eligible Directors and Executive Officers through the share-based remuneration plan, the Company will establish a target number of held shares for each position and impose limits on share sales to further promote the aligning of interests with shareholders.Executive officers cannot sell their shares until performance-linked share-based remuneration has been issued to the amount equivalent to three years' worth (based upon when 100% of performance targets are achieved).

(4)Procedures for determining remuneration

Matters related to remuneration of Directors will be decided by the Board of Directors, following deliberation and reporting within a Compensation Committee arbitrarily established by the Company. A majority of the members of the Compensation Committee will be Outside Directors, and its Chairman will be appointed from among the Outside Directors. Basic remuneration is to be paid monthly and performance-linked bonuses and performance-linked sharebased remuneration is to be paid annually.

(5)FY2024 Actual Remuneration Paid to Directors and Corporate Auditors

This table can be scrolled horizontally.
Number of officers Total amount of remuneration, etc.
(millions of yen)
Total amount for each type of remuneration, etc.
(millions of yen)
Basic remuneration Bonus*1 Share-based remuneration, etc.*2
Directors
(including Outside Directors)
12
(3)
454
(41)
266
(41)
108
(-)
79
(-)
Corporate Auditors
(including Outside Corporate Auditors)
6
(4)
84
(31)
84
(31)

(-)

(-)
Total 18 538 351 108 79

※1 Annual incentives (performance-linked bonuses)

※2 Long-term incentives (performance-linked remuneration)

The ratio of the amount of shares held by Director Executive Officers to Basic remuneration (including shares acquired in Employee Stock Ownership Plan, etc.) is 22.22% for Representative Director, President and 10.86% for other Directors Executive Officers.

11.Internal Controls System

12.Internal Audits

In accordance with the annual audit plan established by the Audit Department based on the results of the risk analysis, we conduct audits focusing on risks that may hinder the achievement of JAL Vision 2030, such as the risk of serious losses, the effectiveness and efficiency of operations, the reliability of financial reporting, compliance with laws and regulations, and asset preservation. As for the reliability of financial reporting, we evaluate the internal control reporting system for financial reporting under the Financial Instruments and Exchange Act as an independent organization under the direct control of the President.
From the perspective of auditing, the Audit Department, as the third defense line in the Three Lines of Defense model, places emphasis on checking the second defense line, such as the General Affairs Department, Risk Management Department, Legal Affairs Department, IT Planning and Management Department, and Accounting Department, utilizing the expertise, to verify whether they are supporting and monitoring Group organizations properly. In addition, internal audits are conducted annually on the risk management process for the Risk Management Department.
Results of internal audits are reported to the President at each instance and information on important matters concerning internal controls is provided to the Corporate Auditors and Accounting Auditors to promote mutual coordination. The Board of Directors is regularly informed of the results of audits.
The Corporate Safety and Security Division, Engineering and Maintenance Division, and Audit Department are responsible for safety audits and maintenance audits which are conducted in compliance with laws and regulations on the air transport business.

13.Accounting Audits

KPMG AZSA LLC conducts accounting audits in accordance with the Companies Act and the Financial Instruments and Exchange Act.
In addition to periodic audits, accounting issues such as the establishment, amendment and abolition of laws, regulations and rules are checked as necessary to achieve appropriate accounting work.

Relationship with Shareholders

1.Policy on Constructive Dialogue with Shareholders

We recognize that the General Meeting of Shareholders is a vital forum for constructive dialogue with our shareholders. From our shareholders' perspective, we are committed to providing accurate information in the Convocation Notices and other documents, ensuring sufficient time for their consideration. Furthermore, we strive to provide information at the General Meeting of Shareholders in a clear and understandable manner, creating an environment where shareholders can appropriately exercise their rights.
Furthermore, our Representative Directors, Finance and Accounting Director, and others will actively engage in dialogue with a focus on fairness, accuracy, and continuity regarding our management strategies, business strategies, financial information, etc. Under the following policy, we will develop IR (Investor Relations) activities that foster positive, two-way communication.

①The Chief Financial Officer of the JAL Group, the Finance and Accounting Director, and the General Affairs Director are assigned as management to oversee dialogue with shareholders.

②We assign a supervisor to oversee information gathering, management and disclosure, and also staff to implement these duties in the Finance Department, and disclose information in a timely, fair and appropriate manner in coordination with related departments.

③We hold meetings to explain our financial results and management plan when announcing them, issue an integrated report, “JAL REPORT”, and arrange tours of facilities, etc. to promote investment opportunities and improve information disclosure.

④We feedback results of dialogue with shareholders to management, as necessary, so that management share the shareholders’ requests, opinions, and an awareness of issues, and reflect their views in corporate management.

⑤We establish and disclose a “silent period,” during which we do not provide any replies or comments to inquiries or information on corporate status to prevent information leaks and ensure fairness. We conduct information management and control insider information.

2.Mission and Responsibility as a Member of Society

In accordance with JAL Group Code of Conduct “Commitment to Society”, we contribute to regional revitalization through our business and fulfill our social mission and responsibility as a public air transport operator that forms a core part of society's infrastructure. As a good corporate citizen, we are committed to addressing social issues and contributing to the sustainable development of society. We aim to realize our Corporate Policy by collaborating with our shareholders and practicing JAL Philosophy.

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