Corporate governance

Corporate governance

The detail about Corporate Governance are disclosed on the Company’s website (INTEGRATED REPORT).

<Basic views>

The Company aims to achieve sustainable growth of its business and growth in corporate value over the medium to long term by making transparent, fair and prompt decisions to address its challenges, such as gaining greater trust from customers based on ultimate safety levels and realizing affluent lives for everyone and also by making efforts to achieve appropriate collaborations with its stakeholders, including shareholders, customers, local communities, business partners, creditors and individuals working in the Company and its group companies (the “Group”).

East Japan Railway Company Corporate Governance Guidelines (jreast.co.jp)​

Corporate Governance Report (June 20, 2025) PDF opens in a new window

<Overview of System（Update:2025.6.20）>

1. 1) Board of Directors

   The Board of Directors of the Company consisting of 16 directors including 8 outside directors as June 20, 2025 meets once a month in principle to discuss legal matters, basic management policies and strategies for the entire group and important matters for group management. Meetings held in FY2025: 17times（the attendance rate: 99.2%, outside director Ito attended 14 meetings and outside director Kawamoto 15 meetings, while other directors attended all the meetings).The Board of Directors delegates authority to make decisions on important business execution to the executive directors excluding particularly important matters, receives reports on deledated matters and supervises business operations.

   Meetings of the Board of Directors held in FY2025 and major discussions are as follows.

   <Meetings of the Board of Directors>
   Meetings held in FY2025: 17 times (the attendance rate: 99.2%, outside director Kawamoto attended 15/17 meetings and outside director Ito 3/4 meetings, while other directors attended all the meetings).
   *Held four times until his retirement on June 20th

   Major agendas in FY2025:

   [Management Strategy]

   • ・Development of the JR East Group management policy
   • ・Development of medium- to long-term business growth strategy “Beyond the Border”
   • ・Medium- to long-term vision of growth for Suica

   [Execution of other important duties]

   • ・Issuance of JR East Group INTEGRATED REPORT
   • ・Promotion of balancing work with childcare and nursing care, as well as flexible working styles, etc.
   • ・Application for change in the approved maximum price of passenger fares
   • ・Progress of “TAKANAWA GATEWAY CITY” project and future initiatives

   [Financial results / finance]

   • ・Financial results for each quarter, etc.

   [Governance / risk management]

   • ・Status of internal control and risk management in the JR East Group
   • ・Status of initiatives for compliance, etc.
   • ・Status of initiatives for “Succession plan for the president and CEO”
   • ・Initiatives for preventing recurrence of incidents based on inspection results related to the assembly work of railway car wheels and axles, etc.

   [Dialogue with stakeholders]

   • ・Measures to realize management that is conscious of capital costs and stock prices

   In addition, as determined by the Board of Directors, the Group Management Committee, consisting of internal directors and senior executive officers, will be established and will meet once a week in principle to discuss and report on matters to be resolved by the Board of Directors and other important matters concerning the management of the Group. In addition, in order to ensure the development of the entire Group, the Group Strategy Planning Committee, consisting of internal directors, senior executive officers, and related department heads, will be established and will meet as necessary to discuss matters related to the formulation and promotion of the Group's business strategies.

   <Corporate Planning Committee meetings>
   Meetings held in FY2025: 47 times

   <Group Strategy Planning Committee meetings>
   Meetings held in FY2025: 15 times

2. 2) Audit and Supervisory Committee meetings

   In principle, the committee meets once a month. It is made up of five directors who are audit and supervisory committee members, two full-time and three part-time (four of whom are external). Of the full-time directors, one is an external audit and supervisory committee member. In addition, Mr. Kimitaka Mori, an external director and audit and supervisory committee member, is a certified public accountant and has considerable knowledge of finance and accounting.

   The Audit and Supervisory Committee specifically examined the appropriateness and operation status of the Board of Directors' resolutions regarding the audit policy, methods, division of duties and plans, the system for ensuring the appropriateness of operations, and the appropriateness of the accounting auditor's audit methods and results, and conducted an audit focusing on "Group governance" and "Progress of structural reforms toward realizing the Group philosophy and "Move Up 2027" in this fiscal year. During the audit, we receive reports on the audit plan and results from the Management Audit Department, which is the internal audit department, and work together to conduct effective and efficient audits. In addition, each Audit and Supervisory Committee member evaluates the effectiveness of audit activities and reflects the results in the audit plan for the next fiscal year. Regarding the appointment, etc. of directors (excluding directors who are Audit and Supervisory Committee members) and remuneration, the Audit and Supervisory Committee shares the contents of deliberations at the Personnel Advisory Committee and the Remuneration Advisory Committee and forms opinions.

   In accordance with the policies established by the Audit and Supervisory Committee, each Audit and Supervisory Committee member attended meetings of the Board of Directors and other important meetings, received reports from the directors, employees and others on the performance of their duties, reviewed documents related to important decisions, investigated the status of business and assets at the head office and major business offices, received reports from the accounting auditor on the performance on their duties, discussed key audit matters (KAM) with the accounting auditor, and conducted regular exchange of views, etc. with representative directors and outside directors. Particularly, full-time members of the Audit and Supervisory Committee strove to strengthen audit and supervisory functions of the Audit and Supervisory Committee by attending meetings of the Sustainability Strategy Committee, etc., collecting information from the executive division, and other means. The Audit and Supervisory Committee members also communicated and exchanged information with directors and corporate auditors of Group companies, and received business report from Group companies as necessary.

   <Audit and Supervisory Committee meetings>
   Meetings held in FY2025: 17 times (attendance rate: 100%)

3. 3) Outside Directors

   In addition to overseeing the business from an independent perspective, candidates for outside directors (excluding directors who are Audit and Supervisory Committee members) will be appointed with the goal of taking advantage of their significant knowledge and experience in the Company’s business from a variety of areas.
   The Company will appoint candidates for independent outside directors in the interest of business diversity, and the number of independent outside directors will be in principle more than one-third of the total number of directors.

4. 4) Meetings of the Personnel Deliberation

   In order to ensure objectivity, timeliness and transparency, the Personnel Advisory Committee, which is composed of outside directors (excluding audit and supervisory committee members) and other directors (excluding audit and supervisory committee members), is consulted in advance when deciding on the appointment and dismissal of directors (excluding audit and supervisory committee members) and the appointment and dismissal of the Representative Director and President. In fiscal 2024, the Personnel Advisory Committee met six times. All committee members attended five of the meetings, and five members attended, excluding Managing Director Nakagawa, who is the subject of the deliberations.

5. 5) Meetings of the Remuneration Deliberation

   In order to ensure the transparency and fairness of procedures, the Compensation Advisory Committee, which is composed of outside directors (excluding audit and supervisory committee members) and other directors (excluding audit and supervisory committee members), is consulted in advance when determining the compensation for directors (excluding audit and supervisory committee members). In fiscal 2024, the Compensation Advisory Committee met twice. All committee members attended one meeting, and five members attended the other meeting, excluding Managing Director Nakagawa, who is the subject of the deliberations.

6. 6) Accounting Auditor

   KPMG AZSA LLC (Accounting Auditor), which has an audit contract with the Company, conducts audits during and at the end of each fiscal year (continuous audit period since 1987). The names of the certified public accountants who performed the audit work in fiscal 2024 and the composition of the assistants involved in the audit work are as follows:

   • Names of the certified public accountants who performed the audit: Designated Limited Liability Partner and Engagement Partner: Kazuhiko Azami, Hideki Yoshida, Naoki Saito
   • Composition of assistants for audit work: 28 certified public accountants, 10 certified public accountant exam passers, 24 others

<Measures to ensure due respect to stakeholders>

The Company sets forth due respect to stakeholders in the Mid-term management vision, etc. and have a “Multi-Stakeholder Policy” that outlines our policy on returns to our employees, consideration for our business partners, and other stakeholder-related initiatives.

Multi-stakeholder policy（Japanese Only）​

Internal Control System

<Basic views>

The Company views the internal control system as various measures to appropriately and efficiently pursue the Group’s philosophy and realize the Group’s management vision. The Company will ensure compliance and safety, prevent financial losses, ensure soundness of financial conditions, and promote risk management that reflects consideration of expansion into new businesses, and thereby improve the Group’s value.
The Company undertakes a wide range of risk management efforts not merely to reduce risks (*) of negative elements, such as avoidance of losses, but also to improve the value of the Group including through risk taking among others.
Based on this, we have established the following system to ensure the appropriateness of business operations based on the Companies Act;

* Risks include not only those relating to operation such as compliance, safety and natural disasters, but also those relating to the domestic and international social and economic environment such as changes in market and trends among competitors, and those relating to management decisions on new businesses.

JR East Group's Internal Control System

<Status>

1. (1) Systems to ensure that Directors and employees of the JR East Group perform their duties in accordance with relevant laws and regulations as well as with the Articles of Incorporation
   • To promote rigorous legal compliance and high corporate ethics standards, the Company and its consolidated subsidiaries (hereinafter Group companies) have drafted “Policy on Legal and Regulatory Compliance and Corporate Ethics,” which serves as corporate action guidelines for the JR East Group, and implement corporate actions in line with such guidelines such as distributing a handbook that explains conduct standards in concrete terms to each corporate officer and employee of the Company and Group companies.
   • The Company’s Corporate & Legal Strategies Department handle overall control over horizontally integrated compliance matters throughout the Company, and liaise with legal and administration departments of the Group companies to ensure compliance in the JR East Group.
   • Units to provide compliance-related advice and receive whistle-blower reports and other reports related to compliance issues as affecting the JR East Group have been established inside and outside the Company. - The Company and Group companies maintain the confidentiality of whistle-blowers and matters reported, and prohibit unfavorable treatment on the basis of any such report.
   • The Company has established an internal audit system to ensure the appropriateness and efficiency of operational execution. In addition, to ensure that all operations throughout the JR East Group are appropriate, the Company participates in the management of Group companies by seconding directors to those companies and by other means. In addition, the Company’s Audit Department performs audits of Group companies at regular intervals.
2. (2) Preservation and administration systems for information related to Directors’ performance of their duties
   • The Company appropriately preserves and administers documents related to Directors’ performance of their duties in accordance with relevant laws and internal regulations. Directors can view these documents whenever necessary.
3. (3) Risk management rules and systems of the JR East Group
   • As part of our risk management, we have established a system for managing the risk of loss.
   • With regard to the risk of a significant adverse influence on corporate operations due to changes in the internal and external management environment, such incidents as external offenses or internal scandals and legal violations in the Company and the Group companies, each unit of the Company manages its own risk and the risk of the Group companies which it supervises. In addition, the Company has established a Crisis Management Headquarters as well as crisis management-related internal regulations, so that in the event of a problem, a preliminary task force may be immediately established with the participation of top management and may gather relevant information and rapidly implement countermeasures. In addition, the Company instructs Group companies to establish similar risk management systems and report incidents as necessary to the Company.
   • The Company has established systems to ensure rapid and appropriate responses in the event of an accident or disaster in railway operations and to improve safety and reliability of transportation.
   • To ensure effectiveness of risk management, the Board of Directors of the Company monitors its status and policies periodically.
4. (4) Systems for promoting efficient performance of duties by directors and other employees in the JR East Group and systems for reporting performance of duties from Group companies to the Company
   • To promote efficiency in the Company’s operations, internal regulations have been established that allocate authority by clearly defining the authority and roles of each unit.
   • To promote the Group management vision, and to attain the vision’s objectives, the Company and Group companies have established action programs for each organizational unit and project. Progress in action program implementation is periodically evaluated as a means of promoting the efficient implementation of strategic measures. In addition, Group companies regularly report to the Company material information, including business results and financial conditions.
5. (5) Items related to employees who assist the Audit and Supervisory Committee in the performance of their duties
   • Dedicated staff are assigned to the Audit and Supervisory Committee office to assist the duties of the Audit and Supervisory Committee in the performance of their duties. This is a system designed to increase the efficiency of audits, etc. and enable the duties of the Audit and Supervisory Committee to be executed smoothly.
6. (6) Independence from Directors (excluding Directors who are Audit and Supervisory Committee members) of employees who assist the Audit and Supervisory Committee in the performance of their duties and effectiveness of instructions to such employees
   • The staff of the Audit and Supervisory Committee Office of the Company, with regard to instructions from the Audit and Supervisory Committee, are not subject to orders from Directors (excluding directors who are Audit and Supervisory Committee members) or other employees.
7. (7) Systems in the JR East Group for reports to the Audit and Supervisory Committee of the Company
   • The Company has established standards for matters to be resolved at the Board of Directors meeting based on the Regulations of the Board of Directors and appropriately submits such matters for resolution. The contents of important items other than those to be resolved by the Board of Directors may also be confirmed by the Audit and Supervisory Committee at meetings of the Board of Directors and meetings of the Corporate Planning Committee to be attended by Directors, who are Audit and Supervisory Committee members, by hearing from Directors (excluding Directors who are Audit and Supervisory Committee members) and employees and by reviewing documents concerning performance of duties by Directors.
   • The Company’s Audit and Supervisory Committee holds informational meetings regularly with corporate auditors of Group companies to share information concerning audits.
   • The Company reports regularly to the Company’s Audit and Supervisory Committee on whistle-blower reports and other matters related to compliance issues of the JR East Group, as well as results of Group company audits conducted by the Company’s Audit Department.
   • The Company prohibits unfavorable treatment of any person who reports to the Auditor and Supervisory Committee based on any such report.
8. (8) Policies on payment of expenses arising from performance of duties of Directors who are Audit and Supervisory Committee members
   • When the Company’s Director, who is an Audit and Supervisory Committee member, requests advanced payment of expenses arising from performance of his/her duties based on Article 399-2, Paragraph 4 of the Companies Act, the Company shall pay such expense unless the Company establishes that such expense or liability is unnecessary for such performance of duties by such a Director who is an Audit and Supervisory Committee member.
9. (9) Other systems for promoting the effective performance of the Audit and Supervisory Committee’s audits
   • The Audit and Supervisory Committee of the Company holds meetings regularly with the President and CEO and the accounting auditor to exchange information and opinions.
10. (10) The Company’s basic views on internal control system over financial reporting are as described below.
    • The Company organizes and operates the system necessary to ensure the adequacy of documents on financial calculation and other information
    • The Company evaluates every fiscal year the status of the organization and operation of the above system using criteria concerning internal controls over financial reporting that are generally accepted as fair and appropriate.

<Skills Matrix of Directors>

Taking into account the skills, expertise and experience of each Director, the "areas we are particularly looking forward to" (top row) and the focus points in those areas (bottom row) are as follows:

(Note) The above list does not represent all of the expertise and experience of each director.

Initiatives for human capital management

<Basic views>

The source of growth of the Group is “human resources.” In the Group Management Vision “Move Up 2027” drawn up in 2018, we set out “creation of value and services with people as the starting point” and put up “happiness of employees and their families” as the center of our focus points to “provide new value to society.” By drawing out the potential of each employee, we steadily inherit and develop technologies and skills, develop human resources, who boldly take on difficult challenges, and increase the employee engagement and the value of human capital.

Promotion of human capital management(Japanese Only)

Implementation of environmental activities, CSR activities, etc.

<Basic views>

Measures for sustainability issues, including response to the TCFD, which is an international framework for disclosures regarding the financial impact of climate changes, and investment in human capital and intellectual property are provided at the Company’s website and “JR East Group INTEGRATED REPORT.” For JR East Group, which has active engagement with its many customers and local communities, we consider issues concerning the environment to be social challenges whose initiatives should be given priority. While carrying out initiatives to address environmental issues as a company from various angles, we actively participate in national and international initiatives and statements concerning environmental areas, and while cooperating with other companies, strive to invigorate climate change measures and realize a sustainable society.

JR EAST Group Report (Integrated Report)

Policy engagement in the environment areas（Japanese Only）

Details of our environmental initiatives and information are disclosed in our Sustainability section.(Japanese Only).

Investment in intellectual property

In order to promote the Group’s management vision “Move Up 2027” and support the respective businesses of mobility and lifestyle solutions, the appropriate management of intellectual property and the execution of intellectual property strategies that are linked to business strategies are important.
The Group appropriately manages our intellectual property which comprises important intangible assets, and promotes intellectual property activities that create value in the form of trust and affluence based on the Group’s philosophy. Specific measures are provided at the Company’s website and “JR East Group INTEGRATED REPORT.”

Research and Development (R&D)

Sustainable procurement

The Group has established procurement policies, etc. as a code of conduct for procurement. Based on this policy, the entire supply chain carries out procurement activities considering human rights, environment, etc. We also support the “Declaration of Partnership Building” promoted by the government and the business community.
Also, we continue to communicate with business partners by conducting sustainable procurement questionnaires and visiting the companies among others. Details of sustainable procurement are disclosed on the Company’s website.

Sustainable procurement