2023.9.29
Notice

Announcement of Shift to a Company with Three Committees and Changes to the Executive Structure

Mercari, Inc, (“Mercari”) announces that it has shifted from a company with an Audit and Supervisory Board to a Company with Three Committees following approval at the 11th Annual General Meeting of Shareholders held September 28, 2023. In accordance with this change, Mercari also announces that it modified its executive structure on the same day, adding Mr. Takuya Kitagawa and Mr. Kazuhiko Toyama as newly appointed directors.

Names and Professional Histories of New Directors

Name History

Takuya Kitagawa

Outside Director

Date of birth: May 10, 1985

 

September 2012 Joined Rakuten, Inc. (Now Rakuten Group, Inc.)

April 2013 Head of Behavior Insight Strategy Office of Data Intelligence Supervisory Department

September 2017 Director of Rakuten Data Marketing, Inc.

September 2018 Co-founder and Director of Incorporated Association Well-being for Planet Earth (current position)

January 2019 Managing Executive Officer, CDO of Technology Division of Rakuten Group, Inc.

August 2023 QuEra Computing President and Director (current position)

September 2023 Outside Director of Mercari, Inc. (current position)

 

Kazuhiko Toyama

Outside Director

Date of birth: April 15, 1960

 

April 1985 Joined Boston Consulting Group

April 1986 Participated in the establishment of Corporate Direction Inc.

April 2001 Representative Director Corporate Direction Inc.

April 2007 Representative Director, CEO of Industrial Growth Platform, Inc.

June 2016 Outside Director of Panasonic Corporation (currently Panasonic Holdings Corporation) (current position)

June 2017 Outside Director of Tokyo Electric Power Company Holdings, Inc.

October 2020 Chairman of Industrial Growth Platform, Inc. IGPI Group (current position)

December 2020 Representative Director of Japan Platform of Industrial Transformation, Inc. (current position)

May 2022 Chairman of General Incorporated Association Japan Association of Corporate Directors (current position)

June 2023 Outside Director of KURODA PRECISION INDUSTRIES LTD. (current position)

September 2023 Outside Director of Mercari, Inc. (current position)

 

Reasons for nomination and overview of expected role

Takuya Kitagawa (Outside Director)

Takuya Kitagawa possesses specialized expertise in areas of technology, including artificial intelligence (AI) and data science. In addition, Mercari believes that he will contribute to supervising and providing advice on the management of the Company by utilizing his extensive experience acquired through his endeavors in creating new business opportunities and addressing social issues through the utilization of AI and data. The Company expects that he will contribute to strengthening the supervising and decision-making functions of the Board of Directors of the Company while fulfilling his role as a member of the Compensation Committee by ensuring the independence and objectivity of the process for determining the remuneration of directors and executive officers.

Kazuhiko Toyama (Outside Director)

Kazuhiko Toyama possesses abundant knowledge and profound insight as an executive of corporate restructuring consulting firms, as well as a specialist in corporate governance. Mercari has therefore selected him as a Director, believing that he will be able to contribute to the Company’s management by providing supervision and advice using his ample experience of working to promote innovation aimed at resolving social issues. The Company expects that he will contribute to strengthening the supervising and decision-making functions of the Board of Directors of the Company while ensuring the independence and objectivity of the process for selecting directors as the chair of the Nominating Committee and for determining the remuneration of directors and executive officers as a member of the Compensation Committee.

Executive Structure Going Forward

Starting September 28, 2023, the executive structure of Mercari, Inc. will be as follows.

Directors

Name New Title Current Title
Shintaro Yamada Director, Representative Executive Officer and CEO Representative Director, Chief Executive Officer
Fumiaki Koizumi Director, President, CEO of Kashima Antlers F.C. Co., Ltd. Director, President, CEO of Kashima Antlers F.C. Co., Ltd.
Sayaka Eda Director, Executive Officer, Senior Vice President of Corporate, Chief Financial Officer Senior Vice President of Corporate, Chief Financial Officer
Mayumi Tochinoki Director Audit and Supervisory Board Member
Makiko Shinoda Outside Director Outside Director
Masayuki Watanabe Outside Director Outside Director
Takuya Kitagawa Outside Director (New appointment)
Daiken Tsunoda Outside Director Outside Audit and Supervisory Board Member
Kazuhiko Toyama Outside Director (New appointment)
Fumiyuki Fukushima Outside Director Outside Audit and Supervisory Board Member

Executive Officers

Name New Title Current Title
Shintaro Yamada* Director, Representative Executive Officer and CEO Representative Director, Chief Executive Officer
Naoki Aoyagi Executive Officer, Senior Vice President of Japan Senior Vice President of Japan Region
Sayaka Eda* Director, Executive Officer, Senior Vice President of Corporate, Chief Financial Officer Senior Vice President of Corporate, Chief Financial Officer
Shuji Kawano Executive Officer, Senior Vice President of Management Strategy Senior Vice President of Management Strategy
John Lagerling Executive Officer, Senior Vice President of Global Strategy, and Chief Executive Officer of Mercari, Inc. (US) Senior Vice President of Global Strategy, Chief Executive Officer of Mercari, Inc. (US)
Hirohisa Tamonoki Executive Officer, Senior Vice President of Global Expansion Senior Vice President of Global Expansion

Note: Asterisk indicates executives for whom the role of director is a concurrent role.

Mercari’s shift to a Company with Three Committees is aimed at further strengthening corporate governance.

The Board of Directors, composed mainly of outside directors, indicates a major shift in direction in management policy, discussions of our core policies, and considerations to achieve our Group mission. Executive officers delegated wide-reaching authority by the Board of Directors will apply these powers to execute work with greater agility.
In addition, Mercari has established the Nominating Committee, Compensation Committee, and Audit Committee for which the majority of the members are independent outside directors, and which will strive for objectivity, transparency, and highly effective supervision with regard to the appointment and compensation of company leadership.

Based on this new executive structure, Mercari will continue to take on bold challenges under its new Group mission: “Circulate all forms of value to unleash the potential in all people.”