[Translation]

Corporate Governance Report
Last Updated: July 30, 2024

COMSYS Holdings Corporation
Hiroshi Tanabe
President, Representative Director
Telephone: +81-3-3448-7100
Securities code: 1721
https://www.comsys-hd.co.jp/english/
The corporate governance of COMSYS Holdings Corporation (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other
Basic Information

1. Basic Views

UpdateThe Company and its subsidiaries (the “Group”) recognizes that enhancing corporate governance is crucial forincreasing corporate value and accordingly aims to serve as a company with genuine capabilities that earn it trust
and recognition among all of its stakeholders in striving to improve corporate governance.
Premised on the notion that ensuring corporate managerial transparency and soundness is essential to such ends,
the Group will engage in initiatives that involve appropriate information disclosure, promoting compliance,enhancing risk management, rigorously upholding the Group’s action guidelines, fortifying internal controls, andstriving to more firmly establish its commitment of contributing to society through its business activities.
Policies of the Company with respect to the five basic principles of Japan’s Corporate Governance Code are as
follows.
[Basic Principle 1] Securing the Rights and Equal Treatment of Shareholders
The Company appropriately takes action to ensure substantive protection of shareholder rights, including voting
rights at General Meeting of Shareholders.
[Basic Principle 2] Appropriately Cooperate with Stakeholders Other Than Shareholders
The Company seeks to increase its corporate value by appropriately striving to cooperate with all of its
stakeholders, including its shareholders, customers, business partners, employees, and local communities, whilepursuing long-term and consistent development of its businesses based on COMSYS Group Management
Philosophy.
[Basic Principle 3] Ensuring Appropriate Information Disclosure and Transparency
The Company actively discloses information that includes matters subject to disclosure under the principles ofJapan’s Corporate Governance Code, in addition to appropriately disclosing information pursuant to laws andregulations.
[Basic Principle 4] Duties of the Board of Directors, etc.
The Company’s Board of Directors determines management strategies, business plans, and other basic policy, andalso assumes a highly independent managerial supervisory function enlisting the attendance of directors andoutside directors who are Audit and Supervisory Committee members. Meanwhile, the Board of Directors
facilitates prompt and resolute decision-making in response to proposals of senior management and supervises
execution thereof.
Directors serve as management trustees appointed by the shareholders in assuming duty of loyalty and duty of
due care with respect to executing such duties in helping to sustainably increase the Company’s corporate value
over the medium to long term.

-1-[Translation][Basic Principle 5] Dialogue with Shareholders
The Company has appointed a director in charge of IR and furthermore promotes dialogue with its shareholders
enlisting its IR Department under the direct control of the President as the department in charge.
[Reasons for not Implementing the Principles of Japan’s Corporate Governance Code]
The Company complies with all principles of Japan’s Corporate Governance Code, which was revised in June
2021.
[Disclosure Based on the Principles of Japan’s Corporate Governance Code] Update[Principle 1.4] Cross-Shareholdings<Policy on cross-shareholdings>
In seeking to increase the Company’s corporate value from a medium- to long-term perspective, the Group
maintains cross-shareholdings in cases where it deems that such ownership offers business advantages in termsof strengthening and maintaining relationships of trust with its customers and business partners, as well as throughmore extensive business transactions and partnership. The Board of Directors inspects shares held for the purposeof cross-shareholding on an annual basis with the aims of verifying the significance of ownership for eachindividual stock and ensuring that profits and risks associated with ownership align with capital costs. Upon
having deemed that holding a stock is no longer warranted in terms of significance and appropriateness ofownership based on findings of such verification, the Company accordingly reduces such holdings within a certain
period of time taking into account the market environment.
<Exercise of voting rights related to cross-shareholdings>
When exercising voting rights associated with its holdings, the Company appropriately exercises its voting rights
upon having determined whether or not such holdings contribute to developing the issuing company andenhancing its shareholder and investor interests, and also upon having determined whether details of the proposalalign with the Company’s cross-shareholding policy.
[Principle 1.7] Related Party Transactions
Transactions carried out between the Company and its directors and major shareholders are approved by the Boardof Directors beforehand. The status of such transactions is reported to the Board of Directors and disclosed in theannual securities report, etc., except for matters that are immaterial within the scope of laws and regulations.
<<Supplementary Principle 2.4.1>><Approach to ensuring diversity, human resources development policy, and internal environmental development
policy>The Group promotes diversity based on the belief that active participation of a diverse workforce is essential toits continued growth. As such, it accordingly develops human resources and establishes an internal environment
underpinned by a policy of (1) discovering talented human resources, (2) developing a corporate culture thatenables all employees to generate novel ideas regardless of their genders and backgrounds, and (3) addressingchanges and needs of society. Moreover, the Group is working to increase its ratio of women in management
positions by actively hiring female employees and engaging in various initiatives focused on encouraging active
participation of women in the workplace.
<Voluntary and measurable goals for ensuring diversity and status thereof>
The numbers of employees and ratios thereof stated as follows constitute quantitative data pertaining to theCompany and nine major consolidated subsidiaries.
(1) Female Employees
The Company is taking steps to achieve the following goals by the end of March 2025: (1) increasing the
proportion of women among new graduate hires to at least 30% of all new graduate hires, and (2) increasing
the number of women in management positions to at least 30% of the managerial workforce relative to thelevel of April 2021 (increase of 15 or more). As of May 2024, (1) women account for 23% of all new graduate
hires, and (2) there are 58 women in management positions (an increase of 10 women relative to April 2021).

-2-

[Translation](2) Foreign Employees
Measurable targets with respect to non-Japanese employees are not stated given that the Group primarily
engages in business domestically in Japan. The Company currently employs 14 foreign employees, none ofwhom are managers.
(3) Mid-career Hires
Every year, mid-career hires capable of producing immediate results join the Company mainly to serve as
management. As of May 2024, the Company employs 1,934 mid-career hires, of whom 649 are managers.
With mid-career hires accounting for 30% of the managerial workforce, the Company seeks to ensure that theratio does not fall below 30% going forward.
[Principle 2.6] Functioning as Asset Owner of Corporate Pension Funds
Nippon COMSYS Corporate Pension Fund manages the Company’s corporate pension fund.
Nippon COMSYS Corporate Pension Fund appropriately manages the corporate pension fund in cooperation withfund management consultants. It has furthermore established an asset management committee composed ofprofessionals equipped with the experience and qualifications necessary for asset management. The committee
meets quarterly for the purpose of selecting individual investments, checking the status of investment, andverifying the overall soundness of the fund.
[Principle 3.1] Enhancement of Information Disclosure(1) Disclosure of Management Philosophy, Management Strategies and Business Plans, etc.
<Management Philosophy>
COMSYS Group Management Philosophy
At the COMSYS Group, we are united as a Group and strive for strong partnership and collaboration withdiverse external players in achieving our management philosophy.
・ We will build a company that customers continue to choose through the construction of diverse
infrastructure that carries our era forward.
・ We will contribute to our country and local communities by building social infrastructure that supports
affluent lifestyles.
・ We will continue with unrelenting reform in our aim to further increase corporate value.
The COMSYS Group’s business domain extends beyond that of telecommunications equipment work of its
Carrier-related Business to also include operations of its IT Solutions Business and Social System-related
Business encompassing various types of infrastructure projects that underpin social and economic activity
extending from ICT-related work to establishing urban environments and renewable energy projects such as
those involving solar power.
This management philosophy calls for harnessing efforts of the entire COMSYS Group toward seeking
solutions to various social challenges and achieving a sustainable society underpinned by a vow of further
contributing to the Group’s three categories of stakeholders—its customers, society, and its shareholders andGroup employees.
For customers– Construction of diverse infrastructure that carries our era forward –While aspiring to further business expansion, we aim to be a corporate group that receives the highest
evaluation from customers on the service front, including quality, delivery, and price.
For society– Building social infrastructure that supports affluent lifestyles –We believe it is our mission to contribute to the nation and local communities by building diverse
infrastructure.
For shareholders and Group employees– Unrelenting reform and further increasing corporate value –We will continue with structural reform initiatives to overcome the tough competitive environment with theaim of raising productivity and strengthening cost competitiveness, including the multi-skilling of humanresources and the establishment of a construction IT platform.

-3-

[Translation]<Management strategies and business plans>
The Group formulates medium-term management plans encompassing its management strategies and businessplans, and accordingly implements various measures to achieve such objectives.
The Group extended the medium-term management plan that was set to conclude in the previous fiscal year
by one year, and in FY2024, will continue to pursue various initiatives under COMSYS VISION NEXT
STAGE 2023 +1 (Plus One) toward achieving the initial goals.
For further details on COMSYS VISION NEXT STAGE 2023 +1, please refer to the financial results briefing
materials for the fiscal year ended March 31, 2024, posted to the Company’s website.
(https://www.comsys-hd.co.jp/english/ir/index/index.html)(2) Disclosure of Basic Policy on Corporate Governance
Please refer to “1. Basic Views” under “I. Basic Views on Corporate Governance, Capital Structure, Corporate
Attributes and Other Basic Information” in this report.
(3) Policies and Procedures for Determining Remuneration of Directors
Please refer to “Director Remuneration” and “Disclosure of Policy for Determining Remuneration Amounts
or Calculation Methods Thereof” in “1. Organizational Composition and Operation” under “II. Business
Management Organization and Other Corporate Governance Systems Regarding Decision-making, Execution
of Business, and Supervision in Management” in this report.
(4) Policies and Procedures for Nomination of Directors
Please refer to “(Nomination of Directors)” under “2. Matters on Functions of Business Execution, Audit andSupervision, Nomination and Remuneration Decisions” in “II. Business Management Organization and Other
Corporate Governance Systems Regarding Decision-making, Execution of Business, and Supervision in
Management” in this report.
(5) Explanation on Individual Director Appointments and Nominations
The Company’s Board of Directors approves appointments and nominations upon having examined details
of individual director candidates, taking into account the aforementioned “(4) Policies and Procedures for
Nomination of Directors.” The Company discloses reasons for appointments of individual candidates throughits notice of general meeting of shareholders based on resolutions of its Board of Directors. For further details,
please refer to page 5 to page 10 of the “NOTICE OF THE 21ST ORDINARY GENERAL MEETING OF
SHAREHOLDERS” posted to the Company’s website.
<<Supplementary Principle 3.1.3>>
On May 12, 2022, the Board of Directors determined the sustainability basic policy of the Group as follows.
(1) Basic Concepts
Under its management philosophy of building a company that customers continue to choose through theconstruction of diverse infrastructure that carries our era forward, contributing to our country and local
communities by building social infrastructure that supports affluent lifestyles, and aiming to further increase
corporate value with unrelenting reform, as a comprehensive engineering company that leads the constructionof telecommunications and social infrastructure, the COMSYS Group is committed to building theinfrastructure for a smart society, shaping the future. Through these endeavors, we not only aspire to contributeto society in line with the SDGs but also to the sustainable growth of our Group. This commitment forms thecornerstone of our sustainability policy.
(2) Identifying Material Issues (Materiality)
The Company identifies particularly important sustainability challenges as material issues (materiality) inalignment with its basic policy on sustainability, and also in alignment with individual policies formulated
when necessary on matters such as the environment, quality, health and safety, and human rights. The
Sustainability Committee engages in deliberation and decision-making regarding material issues, then reports
such matters to the Board of Directors. Material issues are subject to reassessment as necessary.

-4-[Translation](3) Incorporating Measures and Benchmarks into Business Plans and Monitoring Thereof
The Sustainability Committee regularly monitors progress and achievement of priority measures and KPIs
related to material issues, upon the Company having incorporated them into medium-term management plans
and business plans for each fiscal year.
(4) Disclosure
The Company discloses its sustainability initiatives, progress thereof, KPIs, and other such matters to its
stakeholders in an appropriate and timely manner. The Company discloses the impact of risks and earnings
opportunities related to climate change on the Company’s business activities and profits based on the TCFD
disclosure framework.
In the Sustainability Committee, the Group engages in deliberation and decision-making regarding specificpolicies, strategies and action plans for promoting sustainability, particularly in terms of reducing CO₂
emissions based on our sustainability basic policy. The committee furthermore monitors implementation ofsuch initiatives by each of the Group companies.
Please refer to the information on disclosure based on the TCFD framework posted to the Company’s website.
(https://www.comsys-hd.co.jp/english/pdf/sdgs_report_e.pdf)
Please refer to the Company’s Integrated Report “COMSYS GROUP REPORT 2023” for details on its
investments in human capital and other such matters. Going forward, the Company will disclose information
regarding its investments in human capital and intellectual properties as appropriate with respect to disclosureof its medium-term management plans and other management strategies.
(https://www.comsys-hd.co.jp/pdf/ir_library6/integratedreport2023e.pdf)<<Supplementary Principle 4.1.1>>
The Company has formulated its “Rules of the Board of Directors” and “Criteria for Submitting Matters to theBoard of Directors for Deliberation,” thereby stipulating details subject to deliberation by the Board of Directors
and articulating the scope of management execution based on the “Authority Rules” with respect to other matters.
Specifically, the Board of Directors makes decisions regarding matters that include agenda items of General
Meeting of Shareholders and other important matters stipulated under the Companies Act, and management
strategies, business plans, and other fundamental aspects of management. Individual decisions regarding businessexecution based on such details are delegated to each of the directors in charge of such business operations. The
Authority Rules articulate the scope of delegated responsibilities.
The Company arranges Executive Committee consisting of directors who are not Audit and Supervisory
Committee members, Associate Directors and a full-time Audit and Supervisory Committee member to facilitatesmooth and accurate decision-making of the President and Representative Director. The committee deliberates onimportant matters of business execution, including items to be resolved by the Board of Directors.
[Principle 4.9] Independence Standards and Qualifications for Independent Outside Directors
Please refer to “Matters Relating to Independent Officers” of “Independent Officers” under “1. Organizational
Composition and Operation” in “II. Business Management Organization and Other Corporate Governance
Systems Regarding Decision-making, Execution of Business, and Supervision in Management” in this report.
<<Supplementary Principle 4.10.1>>
The Company has established the Nomination and Remuneration Advisory Committee, which includes outside
directors, to strengthen functional independence, objectivity, and accountability of the Board of Directors. In thecourse of examining particularly important matters such as nomination and remuneration, the committee
appropriately enlists involvement and advice from outside directors, such that includes their perspectives on
succession planning, gender and other diversity considerations, and skills. A majority of the committee’s members
are independent outside directors, thereby ensuring independence.
<<Supplementary Principle 4.11.1>>
The Company’s Board of Directors consists of internal directors who are familiar with the Company’s businessand outside directors who monitor management from an independent standpoint to enhance management
efficiency and to maintain and strengthen sound management by enhancing the audit function by the Audit andSupervisory Committee members.

-5-[Translation]
In appointing internal directors, the Company places importance on the ability and track record of directors who
are familiar with their respective business segments, and are capable of understanding the overall business andcarrying out activities, able to make accurate and prompt decisions, and are able to appropriately manage risks.
With respect to the appointment of outside directors, the Company comprehensively considers that they satisfy
the requirements of the Company’s independence criteria and have diverse viewpoints, a wealth of experience, ahigh level of insight and expertise, and are familiar with management in total, and in particular, include directors
who have management experience at other companies.
In order to solve the Company’s issues, the Company has defined the areas in which it particularly expects eachdirector to contribute, namely “Business management,” “Equipment construction and operation/Project
management,” “New business development/Business expansion promotion,” “DX promotion/Technology
development,” “Legal/Risk management,” “Human Resources/Labor/Diversity,” “Accounting/Finance,” and“Sustainability,” as presented in the Skill Matrix, attached.
<<Supplementary Principle 4.11.2>>
The Company seeks to ensure that its directors are able to devote the time and effort necessary to appropriately
fulfill their roles and duties. As such, the Company advises its directors who concurrently serve as officers ofother listed companies to hold such concurrent positions at no more than four other companies. The Company
accordingly discloses significant concurrent positions of each director, including those at other companies, in theBusiness Report and the Reference Documents for the General Meeting of Shareholders. For further details, pleaserefer to the Company’s website. (https://www.comsys-hd.co.jp/english/pdf/tsuti20240530e.pdf)<<Supplementary Principle 4.11.3>>
The Company carries out the overall operation of the Board of Directors, including the scheduling of meetings
and the items to be resolved, etc. based on the Rules of the Board of Directors. In addition to performing oversightof the status of the directors’ execution of duties each quarter at meetings of the Board of Directors, the Company
strives to secure the effectiveness of the Board of Directors as a whole, which entails providing, as needed,
opportunities for discussions between the internal directors, including the President and Representative Director,
and the outside directors after meetings of the Board of Directors. Furthermore, the Company administers anannual questionnaire for all directors as part of its efforts to evaluate the effectiveness of the Board of Directors.
Effective from FY2023, as part of measures to enhance independence, objectivity, and transparency, the Company
commissions the tasks of administration, tabulation, and analysis of questionnaires to a third-party organization.
<Initiatives to improve effectiveness in the previous fiscal year>
In FY2022, the Company took steps to improve the composition and operations of the Board of Directors withthe aim of strengthening corporate governance, etc. At its Ordinary General Meeting of Shareholders held in June
2023, the Company furthermore took action toward better ensuring prompt and accurate decision-making andfurther strengthening supervisory function with respect to corporate management, and also sought to ensure
diversity of the Board of Directors, in serving as a pure holding company. To such ends, the Company reduced
the total number of directors from 14 to 10 directors, while increasing the ratio of outside directors from 36% to
40% and appointing a female director. The Company also amended its Articles of Incorporation in allowing for
directors other than the President to serve as chairperson of the Board of Directors and allowing for the nonexecutive Chairman and Director to serve as chairperson in order to maintain and enhance the ability of the Boardof Directors to provide an independent and objective managerial supervisory function.
<FY2023 methods for evaluating effectiveness of the Board of Directors>
The Company enhances independence, objectivity, and transparency as a result of it having commissioned a thirdparty organization to handle administration, tabulation, and analysis of questionnaires effective from FY2023.
Meanwhile, each director completed anonymous self-evaluation regarding the main items of the questionnaires,
which included composition and operation of the Board of Directors, management strategies and businessstrategies, corporate ethics and risk management, evaluation and remuneration of management, dialogue withshareholders, etc. The Board of Directors then discussed questionnaire findings derived from tabulation andanalysis performed by a third-party organization.
<Summary of results>
The third-party organization that tabulated and analyzed the questionnaires found there to have been a highproportion of positive evaluations among the responses, with particularly high marks having been furnished withrespect to improvement in composition and operation of the Board of Directors, as well as development of the-6-[Translation]risk assessment process. Additionally, based on subsequent discussions by the Board of Directors, the Company
finds that effectiveness of the Board of Directors has been ensured and has improved relative to the previous year,
although there are some matters warranting that the Company redouble efforts toward enhancing effectiveness.
<Initiatives to improve effectiveness going forward>
The FY2023 Board of Directors effectiveness evaluation identified aspects warranting enhanced efforts that
include exploring options for achieving further improvement in composition of the Board of Directors, carryingout more extensive deliberations and discussions regarding matters such as the Company’s strategies, further
strengthening Group governance, and expanding information disclosure. Regarding the aforementioned matters,
the Company will work to further heighten effectiveness of the Board of Directors by having the Board of
Directors continue to discuss and explore options, in part through discussions held enlisting a forum for free andopen exchange of opinions among members of the Board of Directors.
<<Supplementary Principle 4.14.2>>
The Company holds annual training sessions led by external instructors for newly appointed officers from eachcompany of the Group, such that cover duties and responsibilities of directors and auditors, and accounting
essentials for officers.
Additionally, the Company will strive to enhance knowledge and ability of its directors, including Audit andSupervisory Committee members, and to strengthen Group governance by providing Company-funded training
and seminar opportunities as needed, such that will include training on laws and regulations.
[Principle 5.1] Policy for Constructive Dialogue With Shareholders
The Company has appointed a Director in charge of IR and has furthermore established the IR Department under
the direct control of the President as the department in charge. The IR Department gathers information on a daily
basis in the course of cooperating with the Corporate Planning Department, Finance & Accounting Department,
General Affairs Department, and entities such as the respective supervisory business companies. For shareholders
and other investors, the IR Department actively embraces opportunities for individual meetings and other suchforums, whereby the President and Representative Director, Director in charge of IR, and others accommodate
meetings as necessary. In Japan, the Company holds financial results briefings (twice annually) enlisting
explanations by the President and Representative Director, and when necessary, holds small meetings, etc. In
overseas, the Company arranges investor visits to the United States, Europe, and Asia, with such responsibilities
shared among the President and Representative Director and others in management, taking into account theCompany’s shareholder composition.
The IR Department compiles questions and feedback received from shareholders and other investors through its
domestic and international IR activities, and regularly reports such information to relevant parties in Executive
Committee. When engaging in dialogue with its shareholders and other investors, the Company appropriately
manages insider information in adhering to its COMSYS Group Insider Trading Management Rules, which areinternal regulations.
The Company discloses details on the dialogue between management, etc. and shareholders of the previous fiscal
year in the Company’s Integrated Report issued in autumn on an annual basis.
(https://www.comsys-hd.co.jp/english/ir/index/index.html)[Principle 5.2] Establishing and Disclosing Management Strategies and Business Plans[Action to Implement Management that is Conscious of Cost of Capital and Stock Price]
The Company seeks to achieve steady growth by striking a balance between improving capital efficiency andmaintaining a sound financial position underpinned by the pillars of increasing its ROE over the medium to longterm, consistently making growth investment, and persistently furnishing substantial shareholder returns.
Meanwhile, the Company discloses details on its initiatives taken in a manner that is mindful of the cost of capitaland the stock price in its financial results briefing materials.
(https://www.comsys-hd.co.jp/english/ir/index/index.html)-7-

[Translation]

2. Capital Structure
Foreign Shareholding Ratio[Status of Major Shareholders]

From 10% to less than 20%
UpdateNumber of Shares Owned(Shares)

Shareholding Ratio (%)

The Master Trust Bank of Japan, Ltd. (Trust
Account)

29,957,600

25.09

Custody Bank of Japan, Ltd. (Trust Account)

13,173,100

11.03

NORTHERN TRUST CO. (AVFC) RE
SILCHESTER INTERNATIONALINVESTORS INTERNATIONAL VALUEEQUITY TRUST

4,368,400

3.65

Nippon Life Insurance Company

3,247,179

2.72

COMSYS Holdings Employee Shareholding
Association

2,283,578

1.91

STATE STREET BANK AND TRUSTCOMPANY 505103

2,157,051

1.80

NORTHERN TRUST CO.(AVFC) RE U.S.
TAX EXEMPTED PENSION FUNDS

2,022,300

1.69

HSBC HONG KONG-TREASURYSERVICES A/C ASIAN EQUITIESDERIVATIVES

1,864,544

1.56

Sumitomo Realty & Development Co., Ltd.

1,661,900

1.39

NORTHERN TRUST CO.(AVFC) RE NON
TREATY CLIENTS ACCOUNT

1,591,500

1.33

Name

Controlling Shareholder (except for Parent
Company)—

Parent Company (Listed Stock Market)

None

UpdateSupplementary Explanation
1. The Company held 13,622,197 shares of treasury stock as of March 31, 2024, but is not included among the
major shareholders, aforementioned.
2. The Statement of Large-Volume Holdings (statement of changes) made available for public inspection on
May 1, 2023, states that joint holders of Mitsubishi UFJ Financial Group, Inc. own the following shares asof April 24, 2023. However, because the Company is unable to confirm the actual number of shares held asof March 31, 2024, they are not included among the major shareholders above. Content of the Statement ofLarge-Volume Holdings (statement of changes) is as follows.
MUFG Bank, Ltd.
507,398 shares
0.36%
Mitsubishi UFJ Trust and Banking Corporation
2,000,456 shares 1.42%
Mitsubishi UFJ Kokusai Asset Management Co., Ltd.
3,398,300 shares

2.41%

3. The Statement of Large-Volume Holdings (statement of changes) made available for public inspection on
May 19, 2023, states that Nomura Securities Co., Ltd. and its joint holders own the following shares as of-8-

[Translation]
May 12, 2023. However, because the Company is unable to confirm the actual number of shares held as ofMarch 31, 2024, they are not included among the major shareholders above. Content of the Statement ofLarge-Volume Holdings (statement of changes) is as follows.
Nomura Securities Co., Ltd.
256,433 shares
0.18%
NOMURA INTERNATIONAL PLC(30,702) shares(0.02)%
Nomura Asset Management Co., Ltd.
13,095,400 shares 9.29%
4. The Statement of Large-Volume Holdings (statement of changes) made available for public inspection on
May 19, 2023, states that Daiwa Asset Management Co. Ltd. owns the following shares as of May 15, 2023.
However, because the Company is unable to confirm the actual number of shares held as of March 31, 2024,
they are not included among the major shareholders above. Content of the Statement of Large-Volume
Holdings (statement of changes) is as follows.
Daiwa Asset Management Co. Ltd. 5,879,400 shares

4.17%

5. The Statement of Large-Volume Holdings (statement of changes) made available for public inspection on
February 1, 2024, states that SILCHESTER INTERNATIONAL INVESTORS LLP owns the following
shares as of January 31, 2024. However, because the Company is unable to confirm the actual number ofshares held as of March 31, 2024, they are not included among the major shareholders above. Content of theStatement of Large-Volume Holdings (statement of changes) is as follows.
SILCHESTER INTERNATIONAL INVESTORS LLP

10,788,300 shares 8.11%

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange Prime Market

Fiscal Year-End

MarchType of Business

Construction

Number of Employees (Consolidated) as of
End of the Previous Fiscal Year

1,000 or more

Net Sales (Consolidated) for the Previous
Fiscal Year

From ¥100 billion to less than ¥1 trillion

Number of Consolidated Subsidiaries as of
End of the Previous Fiscal Year

From 50 to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions With Controlling
Shareholder—

5. Other Special Circumstances That May Have Serious Effects on Corporate Governance—-9-[Translation]

II. Business Management Organization and Other Corporate Governance Systems Regarding
Decision-making, Execution of Business, and Supervision
1. Organizational Composition and Operation
Organization Form

Company with audit and supervisory committee[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation

12

Term of Office Stipulated in Articles ofIncorporation

1 yearChairperson of the Board of Directors

Other Member of the Board of Directors

Number of Directors

10

Appointment of Outside Directors

Appointed

Number of Outside Directors

4

Number of Independent Officers DesignatedFrom Among Outside Directors

4Outside Directors’ Relationship With the Company (1)NameAttribute

Kenichi Nakatogawa

CPA

Hiroyuki Asai

From another company

Kyoko Ichikawa

CPA

Masaya Hirano

Attorney at law

Relationship With the Company*
a.

b.

c.

d.

e.

f.

g.

h.

i.

j.

k.

* Categories for “Relationship With the Company”* “○” when the director presently falls or has recently fallen under the category; “△” when the director fell under
the category in the past;* “●” when a close relative of the director presently falls or has recently fallen under the category; and “▲”when a close relative of the director fell under the category in the pasta. Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaryb. Non-executive director or executive of the parent of the Company
c. Executive of a fellow subsidiary of the Company
d. Party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accounting professional or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides remuneration as a director
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
corporation)h. Executive of a client or supplier of the Company (which does not correspond to any of d., e., and f.) (thedirector himself/herself only)
i. Executive of a corporation to which outside officers are mutually appointed (the director himself/herself
only)
j. Executive of a corporation that receives a donation from the Company (the director himself/herself only)
k. Other- 10 -

[Translation]
Outside Directors’ Relationship With the Company (2)Name

Kenichi Nakatogawa

Hiroyuki Asai

Audit andSupervisory
Committee
Member○○Independent
Officer○○

UpdateSupplementary Explanationof the Relationship

Reasons for Appointment―――

Kenichi Nakatogawa provides advice
and suggestions from multiple
perspectives based on his highly
specialized knowledge and insightabout finance, accounting and tax
affairs as a certified public accountant
and a certified public tax accountant.
He also endeavors to ensuretransparency in officer appointments
and remuneration as a member of theNomination and Remuneration
Advisory Committee. As such, theCompany believes that he will help
further strengthen the Company’s
corporate governance. Moreover, he
has been designated as an independent
officer given that he satisfies all suchrequirements related to listed company
compliance as stipulated by the Tokyo
Stock Exchange and given thatconflicts of interest are unlikely toarise between him and the ordinary
shareholders.

―――Hiroyuki Asai provides advice andsuggestions from multiple perspectives
based on his expert knowledge as adirector at a non-ferrous metalcompany entailing many years ofoperational experience such as humanresources, personnel development andcorporate planning, and his abundant
experience and insight regarding
company management. He alsoendeavors to ensure transparency inofficer appointments and remuneration
as a member of the Nomination andRemuneration Advisory Committee.
As such, the Company believes that hewill help further strengthen the
Company’s corporate governance.
Moreover, he has been designated as
an independent officer given that hesatisfies all such requirements related
to listed company compliance as
stipulated by the Tokyo Stock
Exchange and given that conflicts ofinterest are unlikely to arise between
him and the ordinary shareholders.

- 11 -

[Translation]

Name

Audit andSupervisory
Committee
MemberKyoko Ichikawa○

Masaya Hirano○

Independent
Officer○○

Supplementary Explanationof the Relationship

Reasons for Appointment―――

Kyoko Ichikawa provides advice andsuggestions from multiple perspectives
based on her highly specialized
knowledge and insight about finance,accounting and tax affairs as a certified
public accountant and a certified
public tax accountant in addition to her
deep and profound knowledge ofinternal control systems. She alsoendeavors to ensure transparency inofficer appointments and remuneration
as a member of the Nomination andRemuneration Advisory Committee.
As such, the Company believes that
she will help further strengthen the
Company’s corporate governance.
Moreover, she has been designated as
an independent officer given that she
satisfies all such requirements related
to listed company compliance as
stipulated by the Tokyo Stock
Exchange and given that conflicts ofinterest are unlikely to arise between
her and the ordinary shareholders.

―――

Masaya Hirano provides advice andsuggestions from multiple perspectives
based on his highly specialized
knowledge and insight regarding laws
and regulations as an attorney, in
addition to his deep and profoundknowledge of M&A and alliances(corporate partnerships). He alsoendeavors to ensure transparency inofficer appointments and remuneration
as a member of the Nomination andRemuneration Advisory Committee.
As such, the Company believes that hewill help further strengthen the
Company’s corporate governance.
Moreover, he has been designated as
an independent officer given that hesatisfies all such requirements related
to listed company compliance as
stipulated by the Tokyo Stock
Exchange and given that conflicts ofinterest are unlikely to arise between
him and the ordinary shareholders.

[Audit and Supervisory Committee]
Committee’s Composition and Chairperson’s Attributes

Audit andSupervisory
Committee

Total
Committee
Members

Full-timeMembers

Internal
Directors

OutsideDirectors

Chairperson

5

1

1

4

Internal director- 12 -

[Translation]

Appointment of Directors and/or Employees to Support
Duties of the Audit and Supervisory Committee

Appointed

Matters Relating to Independence of the Relevant Directors and Employees from Executive Directors
The Company has established the Audit and Supervisory Committee’s Office to support smooth execution ofaudits by facilitating activities of the Audit and Supervisory Committee.
Whereas no directors are assigned to facilitate duties of the Audit and Supervisory Committee, one manager ofAudit and Supervisory Committee’s Office and one staff member serve as employees assigned to facilitate dutiesof the Audit and Supervisory Committee.
Cooperation Among Audit and Supervisory Committee, Accounting Auditor and Internal Control Auditing
Department
The Company has established a system that enables it to continuously monitor whether or not business execution
is being conducted properly and efficiently by having Audit and Supervisory Committee members accompany
the Accounting Auditor and others in accordance with auditing plans, and by having them closely cooperate with
the Accounting Auditor and the Internal Control Auditing Department in part through their on-site attendance ofaccounting audits and internal audits.
Moreover, the Audit and Supervisory Committee has Audit and Supervisory Committee members who haveengaged in on-site attendance of internal audits and accounting audits furnish it with reports on matters such as
the status and findings of such audits. The committee furthermore establishes close cooperation whereby itdirectly exchanges opinions with the Internal Control Auditing Department as necessary, and also regularly holds
meetings to exchange opinions with the Accounting Auditor.
[Voluntary Committees]
Establishment of Voluntary Committee(s)Equivalent to Nomination Committee orRemuneration Committee

Established

Voluntary Committee’s Name, Composition, and Chairperson’s Attributes
Committee Equivalent toNominating Committee

Committee Equivalent toRemuneration Committee

Committee’s Name

Nomination and Remuneration
Advisory Committee

Nomination and Remuneration
Advisory Committee

Total Committee Members

66

Full-time Members

00Internal Directors

22

Outside Director

44Outside Experts

0

0

Other

0

0

Chairperson

Internal director

Internal director- 13 -

[Translation]
Supplementary Explanation

UpdateThe Nomination and Remuneration Advisory Committee assumes functions of both a nomination committee anda remuneration committee in the course of it deliberating director candidates and director remuneration asadvised by the Board of Directors, and subsequently reporting such findings to the Board of Directors.
As of June 27, 2024, the membership of the Nomination and Remuneration Advisory Committee, which consistsof the Chairman and Director, the President and Representative Director, and four independent outside directors,
is as follows.
Chairperson Chairman, Director Takashi Kagaya
Reason for selection
Takashi Kagaya serves as a member and the chairperson of the Nomination andRemuneration Advisory Committee enlisting his perspectives of having played a leading role in management
over many years and having overseen management of the overall Group in serving as the Chairman and Director.
Committee member
President, Representative Director
Hiroshi Tanabe
Reason for selection
Hiroshi Tanabe serves as a member of the Nomination and Remuneration Advisory
Committee enlisting his standpoint in spearheading Company-wide strategy toward enabling the Group toachieve sustainable growth in increasing its corporate value over the medium to long term in serving as President
and Representative Director, and given his role as President and Representative Director of Nippon COMSYS
Corporation, the core operating company handling the Group’s overall business strategies.
Committee member
Independent outside Director Kenichi Nakatogawa
Reason for selection
Kenichi Nakatogawa serves as a member of the Nomination and Remuneration
Advisory Committee in providing advice and suggestions from multiple perspectives based on his highly
specialized knowledge and insight about finance, accounting and tax affairs as a certified public accountant anda certified public tax accountant, and also given that the Company believes that he will help further strengthen
the Company’s corporate governance.
Committee member
Independent outside Director Hiroyuki Asai
Reason for selection
Hiroyuki Asai serves as a member of the Nomination and Remuneration Advisory
Committee using his highly specialized knowledge and discernment as a director at a non-ferrous metal company
entailing many years of experience supervising human resources, personnel development and corporate planning,and his abundant experience and insight regarding company management and also his familiarity with officer
appointments and remuneration.
Committee member
Independent outside Director Kyoko Ichikawa
Reason for selection
Kyoko Ichikawa serves as a member of the Nomination and Remuneration Advisory
Committee enlisting her highly specialized knowledge and insight about finance, accounting and tax affairs as acertified public accountant and a certified public tax accountant, her deep and profound knowledge of internal
control systems, and her ability to appropriately provide advice and suggestions from a perspective of diversity
in her role as the Company’s female director.
Committee member
Independent outside Director Masaya Hirano
Reason for selection
Masaya Hirano serves as a member of the Nomination and Remuneration Advisory
Committee enlisting his highly specialized knowledge and insight regarding laws and regulations as an attorney,
his international perspective due to his overseas work experience, and his ability to appropriately provide advice
and suggestions from various perspectives.
The Secretariat of the Nomination and Remuneration Advisory Committee is in charge of the HR Department.
The Nomination and Remuneration Advisory Committee held three meetings in FY2023, with full attendanceby all committee members at each session.
[Independent Officers]
Number of Independent Officers

Update4- 14 -

[Translation]
Matters Relating to Independent Officers[Principle 4.9]
When appointing outside directors, the Company seeks professionals equipped with the following experienceand qualifications in ensuring that they are capable of advising, suggesting and supervising the Company’s
management, in addition to addressing requirements of independence as stipulated by the Companies Act andthe Tokyo Stock Exchange.
(1) Person who is familiar with corporate management and equipped with experience at other companies as theofficer and management team
(2) Person equipped with specialized knowledge in any of the recognized areas, such as laws and regulations,finance, accounting, and taxation.
The Company enlists a policy of registering as independent officers all outside officers who satisfy the
independent officer criteria.
[Incentives]
Implementation of Measures to Provide
Incentives to Directors

Performance-linked remuneration plan and stock options
plan

Supplementary Explanation
Having introduced a performance-linked remuneration plan, the Company pays bonuses as cash-based
remuneration, calculated by multiplying basic remuneration by a predetermined index adjusted to reflect theperformance evaluation. The performance evaluation index is determined based on the extent to which theCompany has achieved year-on-year targets and business plan targets for consolidated net sales and consolidated
operating profit, which are recognized by the Company as key benchmarks, adjusted to reflect quantitative andother assessment regarding the extent to which year-on-year targets and business plan targets have been achievedby supervisory business companies with respect to which each of the directors concurrently serves. Moreover,
the Company has also adopted restricted stock compensation plan and a conventional-type stock options plan toserve as non-monetary remuneration (long-term incentive remuneration).
The purpose of the advance-grant type restricted stock compensation plan is that of achieving sustained
improvement in the Company’s corporate value and stock price by establishing a perspective aligned with thatof shareholders. The purpose of the conventional-type stock options plan, with an exercise price equal to or
greater than the market price at time of issuance, is that of further heightening morale and prompting motivationin terms of helping to improve the Company’s consolidated financial performance, and also that of further
encouraging an approach to management seeking to increase shareholder value.
In FY2023, expense recorded for non-monetary remuneration (long-term incentive remuneration) amounted to¥48 million. The expense consists of ¥17 million in expense recorded for restricted stock compensation and ¥30
million in expense recorded for subscription rights to shares granted as conventional-type stock options.
Benchmarks with respect to proportions of the individual remuneration, etc. types based on positions in the
Company are as follows.
Position/fixed remuneration (basic remuneration)/performance-linked remuneration (bonus)/non-monetary
remuneration (long-term incentive remuneration)
President, Representative Director/50%/20%/30%
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)/60%/20%/20%
Recipients of Stock Options

Internal directors, subsidiaries’ directors, subsidiaries’
executive officers and subsidiaries’ employees

Supplementary Explanation
The conventional-type stock options are to be granted to directors of the Company (excluding directors who are
Audit and Supervisory Committee members) as well as to directors and executive officers of the Company’s
subsidiaries.

- 15 -

[Translation][Director Remuneration]
Disclosure of Individual Directors’ Remuneration
Supplementary Explanation

No individual disclosure

UpdateIndividual remuneration has not been disclosed because there are no individual directors whose total
consolidated remuneration exceeds ¥100 million.
In FY2023, the amounts of remuneration for directors (excluding directors who are Audit and Supervisory
Committee members) and for directors (Audit and Supervisory Committee members) are as follows.
Category/total remuneration, etc./fixed remuneration (basic remuneration)/performance-linked remuneration(bonus)/non-monetary remuneration (long-term incentive remuneration)/number of eligible officers
Director (excluding Audit and Supervisory Committee members)/¥135 million/¥65 million/¥20 million/¥48
million/12 officers
Director (Audit and Supervisory Committee members)/¥50 million/¥50 million/–/–/8 officers(Of which, outside directors)/(¥35 million)/(¥35 million)/(–)/(–)/(7 officers)* The amounts paid to the aforementioned directors (excluding directors who are Audit and Supervisory
Committee members) includes estimated amount of director bonus payment associated with FY2023 andexpense recorded for subscription rights to shares granted as restricted stock compensation and conventionaltype stock options.
Policy for Determining Remuneration Amounts
or Calculation Methods Thereof

Established

Disclosure on Policy for Determining Remuneration Amounts and Calculation Methods[Principle 3.1.(3)]1. Directors Who Are Not Audit and Supervisory Committee Members(1) Method of determining policy on determining individual remuneration and other details
At its meeting held on February 5, 2021, the Board of Directors resolved the policy on determining
remuneration and other details with respect to individual directors based on details reported to it upon having
consulted with the Nomination and Remuneration Advisory Committee.
(2) Basic policy for determining remuneration, etc.
Basic policy enlisted when determining remuneration, etc., consists of the following.
• The remuneration structure should be arranged in a way that motivates recipients to sustainably enhance
corporate value.
• Remuneration should be sufficient to attract outstanding talent capable of embodying COMSYS GroupManagement Philosophy in serving as directors.
(3) Structure of remuneration, etc.
The structure of remuneration, etc. consists of “basic remuneration” serving as fixed remuneration, “bonus”
serving as remuneration linked to financial performance, and “restricted stock compensation andconventional-type stock options” serving as non-monetary remuneration (long-term incentive remuneration).
Pursuant to resolution of the 17th Ordinary General Meeting of Shareholders held on June 26, 2020, theCompany adopted the restricted stock compensation plan upon discontinuance of the share remunerationtype stock option plan on the same date.
(4) Method of determining remuneration and other details
Matters involving determination of remuneration and other details are to be resolved by the Board of
Directors within the limits approved at the General Meeting of Shareholders.
The authority to determine fixed remuneration amounts (basic remuneration) for directors of the Company
for the relevant fiscal year and the authority to determine payment of performance-linked remuneration(bonus) is to be entrusted to the President and Representative Director. The reasons for delegating such
authority are such that the President and Representative Director is deemed the most suitable executive whenit comes to evaluating business operations handled by each director while overseeing financial performance,- 16 -

[Translation]etc. of the Group overall in serving as a representative director of the Company. Quantitative allocation of
non-monetary remuneration (long-term incentive remuneration) is to be resolved by the Board of Directors.
(5) Reasons the Board of Directors deems that individual remuneration and other details associated with therelevant fiscal year align with policy for determining such remuneration
In determining remuneration and other details with respect to individual directors, the Nomination andRemuneration Advisory Committee has comprehensively examined the original proposal, including its
consistency with the policy for determining such matters, and the Board of Directors has also deemed thatit aligns with the policy for determining such matters in a manner that upholds details of such report.
2. Directors Who Are Audit and Supervisory Committee Members(1) Basic policy for determining remuneration, etc.
Basic policy enlisted when determining remuneration, etc., consists of the following.
• Remuneration should be sufficient to attract talent capable of performing duties that include auditing andsupervising business execution.
• Remuneration should be sufficient to attract talent also capable of participating in managerial decisionmaking and assessment, and of monitoring and supervising appropriateness thereof.
(2) Structure of remuneration, etc.
Fixed remuneration is generally to consist solely of “basic remuneration” from the perspective of ensuring
suitability of duties performed by directors who are Audit and Supervisory Committee members.
(3) Method of determining amounts of remuneration, etc.
Amounts of remuneration, etc. are to be resolved subsequent to discussion by the Audit and Supervisory
Committee within the limits approved at the General Meeting of Shareholders.
3. Limits on Remuneration
Pursuant to resolution of the 14th Ordinary General Meeting of Shareholders held on June 29, 2017, theamount of remuneration, etc. for directors who are not Audit and Supervisory Committee members is to be
no more than ¥400 million annually, and the amount of remuneration, etc. for directors who are Audit andSupervisory Committee members is to be no more than ¥80 million annually.
At the 17th Ordinary General Meeting of Shareholders held on June 26, 2020, the remuneration amount for
the restricted stock compensation plan for the Company’s Directors was approved to be included as part of
the aforementioned maximum remuneration amount, as a maximum amount of ¥100 million per year and amaximum number of shares of 40,000 shares per year.
[Supporting System for Outside Directors]
When holding a meeting of the Board of Directors, the Company strives to provide information in a manner thatinvolves distributing materials beforehand and offering preliminary explanations on necessary matters.
[Status of Persons Who Have Retired From a Position Such as President and Representative Director]
Retired President and Representative Director etc. Holding Advisory or Any Other Position in the Company

Name

HajimeTakashima

Title/Position

Responsibilities

AdvisorIndustry
activities, etc.
(not involved inmanagement)- 17 -

Working Formand Conditions(Full-time/Parttime,
Paid/Unpaid,etc.)Part-time, Paid

Date of
Retirement
From Position
Such asPresident

Term of Office2017/06/29

Subject tointernal rules
on maximum
term ofappointment

[Translation]
Total Number of Retired President and Representative
Directors, etc. Holding Advisory or Any Other
Position in the Company

1

Other Matters——

2. Matters on Functions of Business Execution, Audit and Supervision, Nomination and Remuneration
UpdateDecisions (Overview of Current Corporate Governance System)
As of June 27, 2024, the Company’s officers consist of five directors and five directors who are Audit andSupervisory Committee members, of which four are outside directors (the total of ten officers consists of nine
men and one woman). All of the Company’s outside officers have been registered as independent officers as
stipulated by the Tokyo Stock Exchange.
In accordance with Article 427, paragraph (1) of the Companies Act and Article 32, paragraph (2) of theCompany’s Articles of Incorporation, the Company has entered into agreements with each of the directors who
are Audit and Supervisory Committee members to limit their liability for damages under Article 423, paragraph(1) of the Companies Act. The maximum amount of liability for damages under this agreement is the minimum
liability amount provided for under laws and regulations.
In addition, the Company has entered into a directors and officers liability insurance (D&O Insurance) agreementwith an insurance company as prescribed in Article 430-3, paragraph (1) of the Companies Act. The scope of
insured persons under the aforementioned is directors of the Company and directors and Audit & Supervisory
Board members of its subsidiaries, and the insured persons do not pay insurance premiums. The D&O insurance
supplement the costs of liabilities (legal compensation and court costs) arising from execution of duties by the
insured persons including directors of the Company. However, so that the appropriateness of the duties executedby insured person is not compromised, the insurance does not compensate for the damages, etc. resulting from
intentional or illegal furnishing of personal benefit, or criminal acts, etc. by the insured person.
(Board of Directors)
The Board of Directors consists of all the directors. It holds regular meetings and also convenes extraordinary
meetings as necessary, pursuant to the Rules of the Board of Directors. It makes decisions regarding matters
stipulated by laws and regulations as well as important matters related to management, and also supervises
executives.
On a quarterly basis, the executive directors report to the Board of Directors regarding status of business execution
based on decisions made by the Board of Directors. In addition, the Board of Directors efficiently manages
business operations on the basis of specific business operations under the direction of each executive director.
The Board of Directors held ten meetings in FY2023.
(Executive Committee)
The Executive Committee consists of directors who are not Audit and Supervisory Committee members, Associate
Directors and a full-time Audit and Supervisory Committee member, and Executive Committee meetings are
generally held once every month. Executive Committee deliberates and resolve important decision-making
matters related to business execution. Each of the organization heads and others attend the Executive Committee
meetings as observers as necessary to accurately understand details of decision-making.
(Audit and Supervisory Committee)
The Audit and Supervisory Committee consists of five members, including four outside directors.
To ensure effectiveness of the Audit and Supervisory Committee’s activities, the Company has established asystem for periodically checking and providing feedback on the status of business execution whereby Audit andSupervisory Committee members mutually elect one full-time Audit and Supervisory Committee member who
serves as a regular member in attending the Company’s important meetings and committee meetings, such that
include the Executive Committee meetings, Sustainability Committee meetings, and Risk and Compliance
Committee meetings.
Additionally, the Group’s directors and employees report to the Audit and Supervisory Committee regarding
important matters that may affect the Company’s business operations and financial performance pursuant to the- 18 -

[Translation]
Rules of Audit and Supervisory Committee, and the Audit and Supervisory Committee ensures that the Group’s
directors and employees are able to request the aforementioned reports and any other necessary reports when the
Audit and Supervisory Committee members deem it necessary.
Furthermore, the Audit and Supervisory Committee holds regular meetings on a separate basis in serving as aforum for providing direct feedback to the President particularly on issues related to business execution.
(Internal Audit)
The Company has established the Internal Audit Office and the Internal Control Office to serve as internalorganizations within the Internal Control Auditing Department, staffed by 21 employees and four employees,
respectively, as of June 27, 2024.
The Internal Audit Office formulates the internal audit policy and internal audit plans, and furthermore strives tominimize various business risks and contribute to the quality of the Company by conducting internal audits ofGroup companies to ensure that business is executed in a lawful and appropriate manner. The Internal Control
Office formulates internal control policies related to financial reporting, and furthermore provides guidance on
establishing internal controls at each company of the Group and evaluates the effectiveness thereof.
(Director Remuneration)
With respect to director remuneration, please refer to “Director Remuneration” and “Disclosure on Policy for
Determining Remuneration Amounts and Calculation Methods” in “1. Organizational Composition and Operation”
under “II. Business Management Organization and Other Corporate Governance Systems Regarding Decisionmaking, Execution of Business, and Supervision in Management” in this report.
(Nomination of Directors)[Principle 3.1.(4)]The function of the Company’s Board of Directors is mainly that of evaluating the appropriateness of management
strategies and risks associated with their execution, and appropriately managing and supervising the status ofexecution. Additionally, the role of the Audit and Supervisory Committee is that of auditing directors in executionof their duties and overall business from an objective standpoint independent of executives. Policy for theappointment and dismissal of directors, and nomination of candidates who are to take on such functions is asfollows.
<Criteria for appointment>
When nominating directors who are not Audit and Supervisory Committee members, in order to further strengthen
the governance system through division of the roles of supervision and execution, the Company has appointed aperson in charge of supervising operations who is constantly engaged in the supervision and guidance ofmanagement of the entire Group as the person in charge of company operations, and a person in charge of overall
strategy of the businesses managed across the supervisory business companies as the person in charge of businessstrategy. Considerations for appointment include the essential requirement that the candidate possesses
outstanding humanity as well as insight into corporate management and legal affairs.
In nominating candidates for the position of (outside) director who is an Audit and Supervisory Committee
member, the Company requires individuals who possess high levels of expertise and insight in at least one of thefollowing areas: legal affairs, finance and accounting, taxation, or corporate management. They must be able toappropriately monitor, from an independent and objective standpoint, the compliance, etc. of management
decisions and job execution of directors with laws and regulations and the Articles of Incorporation, enhance thetransparency of the Board of Directors, and contribute to the enhancement of corporate value.
<Procedures>
Procedures for nominating director candidates initially entail formulating a nomination proposal following
discussions among the Chairman and Director, President and Representative Director, and Director in charge of
HR. Then, upon having received feedback from the Nomination and Remuneration Advisory Committee, whose
membership includes outside directors, and having gained consent of the Audit and Supervisory Committee, theBoard of Directors subsequently resolves to pass a proposal for inclusion of the nomination proposal on the agendaof the General Meeting of Shareholders, and then submits the nomination proposal as a proposal for the General
Meeting of Shareholders.
<Criteria for dismissal>
A Director will be dismissed through prescribed procedures in the following circumstances.

- 19 -

[Translation]
・ Acting in violation of public order and morals
・ Inflicting substantial loss on the Group or causing significant damage to corporate value as a result of violatinglaws and regulations, or the Articles of Incorporation or regulations of the Group otherwise(Accounting Audits)
The Company has appointed Gyosei & Co. to serve as the Accounting Auditor with respect to accounting audits
carried out pursuant to the Companies Act and the Financial Instruments and Exchange Act, thereby ensuring thatits accounting audits are performed in a fair and impartial manner to provide accurate business information. The
names of the certified public accountants who carried out responsibilities of the accounting audit in the current
fiscal year and assistants involved with audit work are as follows.
Names of CPAs
CPA: Takayuki Nakagawa
CPA: Akira Miyajima
CPA: Kazutoshi Masuda
Organization of assistants relating to the audit work
CPA 13
Others 11

3. Reasons for Adoption of Current Corporate Governance System
The Company transitioned to a company with audit and supervisory committee by resolution at the 14th Ordinary
General Meeting of Shareholders held on June 29, 2017. This transition has enhanced the supervisory function of
the Board of Directors over executives and enabled prompt decision-making and flexible execution of operations
by the executives. Through this, the Company aims to improve the soundness and transparency of management,
achieve prompt decision-making and pursue further enhancement of corporate value.
The Company’s Board of Directors consists of directors who are familiar with the Company’s business andoutside directors who monitor management from an independent standpoint to enhance management efficiency
and to maintain and strengthen sound management by enhancing the audit function by the Audit and Supervisory
Committee members.
In addition, important decisions regarding business execution are delegated to the directors as stipulated under the
Articles of Incorporation and pursuant to resolutions of the Board of Directors. This results in a system that enables
prompt decision-making and flexible business execution, and furthermore enables the Board of Directors to devote
itself to supervising business execution.
The outside directors appropriately provide advice and suggestions from multiple perspectives enlisting theirexperience over many years in various industries including that in overseas business, abundant experience incorporate management, highly specialized knowledge and insight about finance, accounting and tax affairs ascertified public accountants and certified public tax accountants, and highly specialized knowledge and insight
regarding laws and regulations as attorneys at law. Furthermore, the outside directors carry out audits andsupervision from an objective standpoint, while also helping further strengthen the Company’s corporate
governance.

- 20 -

[Translation]

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Energize General Meeting of Shareholders and Facilitate Smooth Exercise of Voting
Rights Update

Early Notification of General
Meeting of Shareholders
Allowing Electronic or
Magnetic Exercise of Voting
RightsParticipation in Electronic
Voting Platform and Other
Efforts to Enhance the Voting
Environment for Institutional
Investors
Providing Convocation Noticein English (Translated Fully or
Partially)

Other

2. IR Activities

Supplementary Explanation
On June 5, 2024, the Company furnished its notice of the 21st Ordinary
General Meeting of Shareholders to be held on June 27, 2024, thereby
providing it seven days (five business days) prior to the statutory
deadline.
In the interest of shareholder convenience, since the Ordinary General
Meeting of Shareholders held on June 28, 2007, shareholders have beenable to exercise their voting rights via the internet, using a personal
computer or smartphone.
The Company began participating in the electronic voting platform for
institutional investors operated by ICJ, Inc., effective from the Ordinary
General Meeting of Shareholders held on June 28, 2007.

The Company provides English-language disclosure to the Tokyo Stock
Exchange and posts such information to the Company’s website(English-language website).
Upon holding its Ordinary General Meeting of Shareholders on June 27,2024, the Company will disclose parts of its Business Report, as well as
notes to its Consolidated Financial Statements and Non-Consolidated
Financial Statements via the Company’s website. The notice, reference
documents, and business reports are disclosed to Tokyo Stock Exchange
and posted to the Company’s website six days (four business days) prior
to the date on which it sends out the notice.
The Company aims to carry out its General Meeting of Shareholders in amanner that is accessible to the shareholders, in part by presenting its
business report in video format.

UpdateExplanation byRepresentative

Supplementary Explanation

Preparation and Publication ofDisclosure Policy

The Company is committed to promoting an
understanding of the Company among all
stakeholders, including shareholders andinvestors, and earning suitable evaluation andtrust from them. To that end, the Company strives
to disclose information about the Company in afair, timely and appropriate manner while taking
a proactive stance toward conducting IR
activities.

Holding Regular Investor
Briefings for Analysts andInstitutional Investors

The Company holds investor briefings foranalysts and institutional investors twice a year
(interim financial results and fiscal year-end
financial results).

- 21 -Yes

[Translation]

Supplementary Explanation

Explanation byRepresentative

The representative directors have been holding
overseas IR investor briefings annually in North
America and Europe since FY2013.
The IR Department has also been holding
Holding Regular Investor
overseas IR investor briefings annually in Asia
Yes
Briefings for Overseas Investors since FY2014. Although the Company held theinvestor briefings for overseas investors remotely
due to the COVID-19 pandemic in FY2020,
FY2021, and FY2022, it resumed the on-site
briefings in FY2023.
The Company posts various investor briefing
materials, including monthly reports, financial
Posting IR Materials on Website results, annual securities reports, business
reports, integrated reports, and financial results
briefings.
Establishment of Department
IR Department
and/or Manager in Charge of IR
Other

The Company holds business-specific investor
briefings as necessary.

3. Measures to Ensure Due Respect for Stakeholders

Provisions to Ensure Due
Respect for Stakeholders inInternal Rules, etc.

Implementation ofEnvironmental Activities, CSR
Activities, etc.

Formulation of Policies for
Information Provision to
Stakeholders

Supplementary Explanation
In seeking to serve as a corporate group trusted by all of its stakeholders,the Company engages in sound business activities in having accordingly
formulated Compliance Rules detailing standards to be upheld by its
officers and employees in terms of laws and regulations as well as
economic and social ethics.
The Group engages in business activities in a manner that is mindful ofenvironmental conservation by promoting management conscious of its
corporate social responsibility (CSR), underpinned by its aim of“creating a society of abundant connectivity from person to person andbetween people and society through telecommunication networks.” In
addition, the Company issues an integrated report containing details onsuch activities on an annual basis, which it makes available via its
Company’s website.
The Compliance Rules stipulate that the Company is to ensure
appropriate and timely disclosure of corporate information to its
shareholders as well as society as a whole, thereby facilitating greater
understanding among all of its stakeholders in the course of instilling
more extensive awareness of its corporate activities by actively engaging
in public relations efforts.

- 22 -

[Translation]

IV. Matters Related to Internal Control System
1. Basic Views on Internal Control System and Progress of System Development
The Company has resolved basic policy on establishing internal control system at the Board of Directors meeting
held on June 29, 2022. The content of the resolution is as follows:
1. System to ensure that the execution of duties by directors and employees of the Company and COMSYSGroup complies with laws and regulations and the Articles of Incorporation(1) The Company has established a Compliance Program shared throughout the entire COMSYS Group, andwithin the framework of the Program, the Compliance Action Guidelines has been established.
(2) The Company has established the Risk and Compliance Committee to oversee the COMSYS Group’s
overall risk management and compliance, and accordingly strives to enhance the compliance mindset
across the entire COMSYS Group and develop its compliance structures.
(3) The Company has established internal reporting channels spanning the entire COMSYS Group, bothinternally and externally (law firm). It accordingly seeks to take a preemptive approach by assessing
reports on potential legal and regulatory violations when alerted to such matters by employees and othersof the COMSYS Group, and by establishing for ensuring that whistleblowers do not incur
disadvantageous consequences pursuant to the Whistleblower Protection Act.
(4) The Internal Control Auditing Department ensures that business is executed in a lawful and appropriatemanner by performing internal audits of the respective COMSYS Group companies.
(5) The Company and the COMSYS Group take a resolute stance against anti-social forces, which involves
rejecting any and all association therewith.
2. System for the preservation and management of information relating to the execution of duties by directors
The Company appropriately preserves and manages documented records, etc. related to the execution of duties
by directors, in accordance with laws, regulations and internal regulations.
3. Rules for managing risks of loss of the Company and COMSYS Group and other systems(1) The Company strengthens its risk management system in order to address risks that substantially affectits operations, including business risks surrounding its operations.
(2) The Company has formulated its Basic Policy on Risk Management in its Risk and Compliance
Committee, which oversees risk management and compliance across the entire COMSYS Group andpromotes risk management with respect to the COMSYS Group.
4. System ensuring the efficiency of execution of duties by directors of the Company and COMSYS Group(1) The Company holds regular meetings of the Board of Directors as well as extraordinary meetings of theBoard of Directors as necessary, thereby enabling it to make decisions regarding matters stipulated bylaws and regulations as well as important matters related to management.
(2) The Company deliberates and reports on important aspects of business execution carried out by
subsidiaries at the Company’s Executive Committee and Board of Directors, pursuant to the COMSYSGroup Company Operating Standards.
5. System ensuring the proper business operation of the Company and COMSYS Group(1) The Company engages in business management of the supervisory business companies constituting the
major subsidiaries of the COMSYS Group, pursuant to the Group Administration Standards. Meanwhile,the supervisory business companies manage business of subsidiaries that are directly owned by thesupervisory business companies, and the Company engages in Group management by providing guidance
and advice as necessary with respect to business management carried out by the supervisory businesscompanies.
(2) Having established the COMSYS Group Action Guidelines under COMSYS Group’s Management
Philosophy, the Company engages in sound and suitable business management across the entire Groupand furthermore rigorously prompts awareness of management policies and measures as appropriate withrespect to each of the Group companies through the supervisory business companies.
Meanwhile, the Company holds COMSYS Group President’s Meetings as necessary in seeking to share
information across the entire Group.

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[Translation]
6. Matters Relating to Employees Assigned to Facilitate Duties of the Audit and Supervisory Committee andMatters Relating to Independence of Such Employees from Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)
The Company establishes an organization and appoints employees upon consultation with the Audit andSupervisory Committee members upon request for an employee assigned to facilitate duties of the Audit andSupervisory Committee.
Matters such as personnel evaluation and reassignment of such employees are carried out upon priordiscussion with the Audit and Supervisory Committee members.
7. System for Directors and Employees to Report to the Audit and Supervisory Committee and Other Systems
Associated with Reporting to Audit and Supervisory Committee Members(1) Audit and Supervisory Committee members attend the Company’s important meetings and committee
meetings, including those of the Board of Directors and Compliance Committee, and are furnished withperiodic reports containing important managerial information.
(2) Directors and employees of the Company and the COMSYS Group report important matters that affect
the COMSYS Group’s operations or financial performance to the Audit and Supervisory Committee
members.
(3) Audit and Supervisory Committee members are able to request reports from directors and employees of
the Company and the COMSYS Group at any time if deemed necessary by the Audit and Supervisory
Committee members.
(4) The Company ensures that those who have reported matters to Audit and Supervisory Committee
members do not become subject to unfair treatment as a result of having reported such matters.
8. System ensuring the effectiveness of auditing by Audit and Supervisory Committee(1) Audit and Supervisory Committee members regularly hold meetings with the Company’s President,
thereby enabling them to exchange opinions or information particularly on issues of business execution.
(2) Audit and Supervisory Committee members closely cooperate with the Accounting Auditor and theInternal Control Auditing Department, thereby enabling them to facilitate smooth and effective
implementation of audit plans formulated by the Audit and Supervisory Committee.
(3) Audit and Supervisory Committee members regularly hold meetings with auditors of the supervisorybusiness companies to ensure effectiveness of Group audits.
(4) The Company promptly makes payment of expenses necessary for the Audit and Supervisory Committee
members to execute their duties upon request.

2. Basic Views on Eliminating Anti-Social Forces and Status of Implementation
The Group rejects any and all association with anti-social forces and organizations that jeopardize public orderand safety, thereby fulfilling its corporate social responsibility. Meanwhile, the Company has established a system
for taking a resolute stance when compelled to associate with anti-social forces and organizations by taking
coordinated action in cooperation with attorneys at law, law enforcement, etc.

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[Translation]

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not adopted

Supplementary Explanation—

2. Other Matters Concerning Corporate Governance System
The Group continuously strives to increase its corporate value in aiming to serve as a company with genuine
capabilities that earn it trust and recognition among all of its stakeholders. To such ends, the Company has
established in-house systems associated with timely disclosure of corporate information premised on its views
regarding the importance of appropriately disclosing corporate information promptly, accurately, and impartiallyfrom the perspective of its shareholders, through the following initiatives.
Basic Policy on Timely Disclosure
The Company engages in timely disclosure of corporate information in a prompt, accurate, and impartial manner,
thereby adhering to the Financial Instruments and Exchange Act as well as other relevant laws and regulations,
upholding the timely disclosure rules stipulated by the Tokyo Stock Exchange, and remaining in alignment with
the COMSYS Group Insider Trading Management Rule and the COMSYS Group Company Operating Standards.
The Company’s System for Timely Disclosure
1. Underpinned by the aforementioned basic policy, the Company assesses the necessity of timely disclosure
centered on the General Affairs Department, Corporate Planning Department, and Finance & Accounting
Department, premised on the obligation it assumes for reporting information immediately after occurrence ofdecisions or events at its consolidated subsidiaries, respective departments, etc., with respect to internal
information, etc. that may constitute “information related to determined facts, information related to occurring
facts, and information related to account settlement.” Furthermore, the Company reports information deemedas warranting timely disclosure to the manager in charge of handling information (General Manager of theGeneral Affairs Department) in the form of materials, etc. prepared by each of the relevant departments. The
Company subsequently discloses information warranting resolution of the Board of Directors after a decision
has been made by the Board of Directors following deliberations in Executive Committee. The Company also
subsequently reports information warranting immediate disclosure to its Executive Committee and Board of
Directors after its disclosure.
2. The manager in charge of handling information (General Manager of the General Affairs Department)
organizes and verifies material information, and checks such information to ensure that it lacks omissions,which entails cooperating with the respective departments responsible for internal information, including theGeneral Affairs Department, Corporate Planning Department, and Finance & Accounting Department,
participating in important managerial meetings and other such forums, receiving reports regarding material
matters, and conducting interviews, etc.
3. In addition to making disclosures to the Tokyo Stock Exchange through TDnet, the Company strives todevelop greater opportunities to ensure that disclosed information is readily accessible by increasing
touchpoints with respective stakeholders enlisting various information platforms and approaches such as IR
briefings, the Company’s website, and various forms of printed matter.
4. In order to ensure continuous disclosure, the Company has established a system for enabling prompt reportingof suitable information enlisting the communications structure illustrated in “2. Timely Disclosure System”
of the reference materials.

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[Translation]
Skill Matrix of Each Director

Note:

Director
Outside Director

Director (Audit and Supervisory
Committee Member)

Director (excluding Audit andSupervisory Committee Member)

Name

Takashi
KagayaHiroshiTanabeHideyuki
Noike
Kunihiko
UchideToru
MashimoAtsushiYasunaga
KenichiNakatogawa
Hiroyuki
Asai
Kyoko
Ichikawa
MasayaHiranoNew
Equipment
DX
construc- business
Human
Business tion and develop- promotion/ Legal/Risk
Resources/ Accounting Sustainment/ Technology managemanage- operation//Financeability
Labor/
ment
Business developProject
ment
Diversitymentmanage- expansion
promotion
ment
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●
●

●

●

●

Fields that are particularly expected of each director are listed.
The above skill matrix does not represent all the knowledge and experience of each director.

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●

●

●
●

●

●
●

●
●

[Translation]

Reference Materials
1. Internal Control System

General Meeting of Shareholders
Appointment/dismissal

Appointment/dismissal

Appointment/dismissal
Composition andparticipation

Directors who are Audit andSupervisory Committee Members

Directors
Composition andparticipation

Composition

Accounting Auditor

Cooperation

Accounting
AuditsAudit and Supervisory
Committee
Cooperation

Audit andsupervision

Audit and supervisionInternal Control Auditing
Department
Internal
audit

Reply

Nomination andRemuneration Advisory
Committee

Appointment/dismissal, and supervision

Instruction andreportPresident, Representative
Director(Executive Commitee)

Instruction andreportBusiness execution
departments

Internal audit andreportConsult

Board of Directors

Committees

Rigorous
promptingof awareness

Deliberation
and report

M anagement andmonitoring

COMSYS Group
NipponCOM SYSGroup

SANWA COM SYSEngineering Group

TOSYS
Group

SYSKENGroup

Hokuriku Denwa
Kouji GroupCOM SYS JOHOSYSTEM Group- 27 -TSUKENGroup

NDS Group

COM SYS Shared
Services[Translation]
2. Timely Disclosure System

Internal system
COMSYS Holdings Corporation

Board of Directors
Resolution and report

Submitting
ReportInterview

Executive Commitee
Deliberation and report

Determined facts,
occurring facts, etc.

Submitting
Report

Audit
Supervision

Manager in charge of handlinginformation: General Manager of theGeneral Affairs Department
Preparation of disclosure documents

Instruction
to disclose

ReportDepartments in charge of internal
information, etc.
Drafting, reporting, and preparation ofmaterials
ReportGeneral Affairs Department, Corporate
Planning Department and Finance &Accounting Department
Decisions on timely disclosure
Businesscompanies

Audit andSupervisory
Committee

ReportConsolidated subsidiaries, departments,
etc.
Report of internal information, etc.

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Tokyo Stock
Exchange
Timely disclosure