Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Corporate Governance Report
CORPORATE GOVERNANCEMEIKO NETWORK JAPAN Co, Ltd.

Last Update:November 20, 2023

MEIKO NETWORK JAPAN Co., Ltd.

Kazuhito YAMSIHTA, President & Representative Director
Contact: Kouyuki SAKAMOTO
Securities code: 4668
https://www.meikonet.co.jp
The corporate governance of Meiko Network Japan Co., Ltd (the “Company”) is described below.

I.

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

1.

Basic Views
The Company recognize the importance of strengthening corporate governance in order to ensure the sustainable growth of ourgroup and maximize corporate value for all stakeholders, and the Company will strive to achieve this goal based on the following
basic policies.
1. Ensure transparency and soundness by strengthening management oversight functions
2. Establish a prompt decision-making and efficient execution system
3. Clarification of accountability
4. Disclosure of information with emphasis on timeliness, continuity, and fairness
The Company has established the "Meiko Network Japan Group Corporate Governance Guidelines" to clarify the status of its
efforts and policies with respect to each principle of the Corporate Governance Code, and to fulfill its fiduciary and explanatory
responsibilities.
https://www.meikonet.co.jp/en/ir/management/governance.html

Reasons for Non-compliance with the Principles of the Corporate Governance Code[Supplementary Principle 5-1.1]
The person in charge of IR in the Corporate Planning Department handles dialogue (interviews) with shareholders.
In addition, directors, including outside directors, as well as the president, strive to respond to shareholders' requests forinterviews.

[Principle 5-2. Establishing and Disclosing Business Strategies and Business Plans]
Measures to realize management that is conscious of the cost of capital and stock price (under consideration) [English disclosure
is available]
The Company have formulated a mid-term management plan and an annual plan, and disclose target figures for net sales,
operating income, net income, etc. on corporate website, etc. The Company also explain specific measures to achieve the targets
through financial results briefings, etc. In formulating our management plan, the Company will strive to ensure a sound financialbase based on an accurate understanding of our own capital costs, present as many specific numerical targets as possible regarding
the allocation of management resources, etc., and encourage understanding of future management strategies and specific1measures.
In addition, the management plan is reviewed annually in light of business performance, future social and economic conditions,and when there is a change, the background and details of the change are explained at financial results briefings, general meetingsof shareholders, etc.

[Supplementary Principle 5-2.1]
The Company will strengthen our monitoring of growth and profitability based on the cash flow of each business, review ourbusiness portfolio, and strive to appropriately allocate management resources.

Disclosure Based on each Principle of the Corporate Governance Code[Principle 1-4. Strategic stockholdings]
Shares held for purposes other than investment are held by counterparties as strategic stockholdings for the purpose of businesstie-ups, maintenance and strengthening of transactions, and stabilization of stocks.
The Board of Directors examines the necessity of the reduction of the shares from the viewpoint of whether it is necessary forour growth and whether there is any other effective use of funds, as appropriate.
In addition, when exercising voting rights in relation to the shares, the supervising department shall closely examine the content
of the proposal and decide whether or not to approve the proposal based on the situation of the portfolio company and the business
relationship with the relevant company.

[Principle 1-7. Related Party Transactions]
The Company conduct competitive business transactions and conflict of interest transactions with corporations that are
effectively controlled by directors and directors, which require deliberation and resolution by the Board of Directors.
The Company discloses the terms and conditions of transactions and the policy for determining the terms and conditions oftransactions in the Notice of General Meeting of Shareholders and the Annual Securities Report. In the event that our officers
and directors conduct transactions as our customers by a corporation and major shareholders that are effectively controlled by us,
we have established a system that does not constitute a disadvantage to the company.

[Supplementary Principle 2-3.1 Sustainability Issues, Including Social and Environmental Matters]
In November 2022, companies established the Sustainability Committee, which is an advisory body to the Board of Directors
chaired by the President and Representative Director, and is composed mainly of directors. The committee meets quarterly to
discuss and resolve basic policies and important matters related to sustainability management. In particular, we regard
consideration for climate change and environmental issues, human rights, the working environment of employees, and thoroughcompliance as important themes in the Meiko Network Japan Basic Policy on Sustainability.
The Company also established the Sustainability Promotion Office to promote sustainability management. The General Managerof the Sustainability Promotion Office (Senior Executive Officer) formulates an annual plan, manages the progress of indicatorsand reduction targets based on the annual plan, and discusses it with the Sustainability Committee. The Sustainability Committee
evaluates, monitors, deliberates, and resolves the annual plans, indicators, progress, and other important matters that have been
discussed, and reports to the Board of Directors. In this way, the Company strengthens its monitoring and supervisory functions
and ensures its effectiveness.

2

[Principle 2-4. Ensuring Diversity, Including Active Participation of Women]
The Company is working to create a work environment where female employees can work enthusiastically and continuously
in a variety of fields, and to create systems for flextime and telecommuting. Through these systems, we are working to reform
work styles to realize a work-life balance. In particular, the Company have introduced and utilized a childcare leave and shortened
working hours system to support employees in balancing work and childcare. Since there is a problem with the wage disparity
between men and women, we will set targets as indicators to measure the active participation of women and work to make
improvements.
<Indicators for measuring the active participation of women>
Indicators

Results (Fiscal year ended
Aug. 2023)

Targets (Fiscal year ending
Aug. 2025)

34.7%

40.0%

24.6%

25.5%

27.8%

30.0%

64.0%

65.0%

Ratio of Female Employees. (Full-time
Employees)
Percentage of female employees in managerial
positions
Rate of male workers taking childcare leave
Wage difference between men and women of
workers (all employees)
However, there is no difference in wages
between men and women in the base salary
within the same grade.
[Supplementary Principle 2-4.1]

The Company believe that the physical and mental health of our employees, who are our most important capital, will lead tothe growth and development of the company. In addition, the Company is promoting diversity and inclusion in order to be acompany and organization that is easy to work in and rewarding, which gives consideration to the human rights of all people
involved with us and enables employees to make the most of their individual abilities and share diverse values. The Company
will create innovation and create value for the future by leveraging our human resources with diverse backgrounds and offering
opportunities that enable them to maximize their capabilities.
At present, there is a problem with the low ratio of managers in their 30s or younger. At present, mid-career recruits are actively
promoted to positions requiring mid-career recruitment. By systematizing the education system and promoting a personnel
strategy that strengthens human capital, we will work to increase the ratio of internal recruits. In order to generate innovation andcontinue to create value for the future, it is essential to utilize diverse human resources. We will set targets for indicators thatmeasure the utilization of diverse human resources and work to make improvements.

<Indicators for measuring the utilization of diverse human resources>
Indicators

Results (Fiscal year ended Aug.
2023)

Targets (Fiscal year ending
Aug. 2025)

77.8%

75%

22.2%

25%

19.0%

20%

Ratio of mid-career employees in managerial
positions
Ratio of internally appointed employees inmanagerial positions
Percentage of managers in their 30s or younger[Principle 2-6. Roles of Corporate Pension Funds as Asset Owners]

3

The Company do not introduce a corporate pension fund system, but we have introduced a corporate defined contribution
pension plan (life plan system) to ensure stable asset formation for employees. The Company hold in-house seminars anddistribute videos of seminars to educate employees on the selection of investment products, etc.

[Principle 3-1. Full Disclosure](i)

The Company management philosophy, educational philosophy, "Purpose" "Vision" "Values," and mid-term management
plan, which are our founding spirit, are disclosed on corporate website and in our financial results briefing materials.

(ii)

The Company discloses basic policies on corporate governance on corporate website and in the report on corporate
governance.

(iii)

The basic policy on remuneration for directors (excluding directors serving as members of the Audit and Supervisory
Committee) are to be set at an appropriate level based on their respective responsibilities in order to function sufficiently
as an incentive for the sustained improvement of corporate value, and to be determined through a process that istransparent and objective. Remuneration consists of fixed monthly remuneration, which is determined within the total
amount of remuneration determined by a resolution of the General Meeting of Shareholders, and restricted stock
remuneration, which is intended to provide further incentives and further promote the sharing of value with shareholders,and performance-linked stock remuneration, which is introduced for the purpose of contributing to the sustained
improvement of business performance and corporate value over the mid to long term. Remuneration for Outside Directors(excluding Directors serving as Audit and Supervisory Committee Members) are not linked to performance because it isan independent position from the execution of business, and only base remuneration is to be paid as monthly remuneration.

(iv)

Board of Directors has not more than 10 directors (excluding directors serving on the Audit and Supervisory Committee)
and no more than 5 directors serving on the Audit and Supervisory Committee. In addition, when appointing anddismissing senior management and nominating candidates for the position of director, they are presented to the Board of
Directors as a matter solely decided by the representative director and are deliberated by the Board of Directors. In the
Proposal for Director Candidates, directors who are Audit and Supervisory Committee members are distinguished fromother directors, and they are submitted to the General Meeting of Shareholders as proposals for the General Meeting of
Shareholders.

(v)

Reasons for election and dismissal of senior management and nomination of director candidates are disclosed in theBusiness Report of the Notice of Convocation of the General Meeting of Shareholders.

[Supplementary Principle 3-1.3]
Basic Sustainability Policy
As a pioneer in providing individual instruction, we have provided opportunities to gain access to high-quality education
without distinguishing between men and women through our business activities. Our tow management philosophies are "We aim
to nurture human resources through our contribution to educational and cultural programs" and "We help achieve goals throughour development and diffusion of franchise know-how" and our education philosophy "To nurture creative, independentlyminded human resources for 21st century society through an individual tutoring service that promotes self-motivated learning."
Taking this founding philosophy as "Founding Spirit" as our starting point, we will create a variety of businesses that provide
services that anticipate the needs of the times in order to respond to the rapid changes in the social environment. Our goal is to4grow into a "corporate group that extracts the potential of people" and to increase the corporate value of our Group, based on theidea that "Create a memory of ‘You can if you think you can.’"
The Company will continue to actively engage in dialogue with outside experts and stakeholders, correctly understand thenegative impacts such as large economic disparities, forced labor, and adverse impacts on ecosystems, and promote initiatives toresolve these issues through our business activities, in order to remain a company that is chosen by society.
The Company established the Sustainability Committee to realize "a bright future society" and "the creation of a sustainable
society that realizes SDGs" as "the infrastructure for learning" through our business activities. As a responsible prime market
listed company, the Company will identify important company-wide issues and discuss and implement countermeasures toaddress them, thereby enhancing our corporate value and reducing the risk of damage to our corporate value and promoting
initiatives to fulfill our social responsibilities. The Company will widely disclose our activities and their results.

Disclosures based on TCFD recommendations
The Company is keenly aware that addressing climate change and environmental issues is one of our most importantmanagement issues. Based on the framework of the Paris Agreement and the goal set by the Government of Japan to virtuallyeliminate CO2 emissions by 2050, we recognize the roles that companies should play in achieving a sustainable society. The
Company believe that realizing solutions to this issue through businesses will lead to the sustainable growth of our group.
This year, the Company will disclose information based on TCFD framework so that we can communicate smoothly with awide range of stakeholders, including shareholders and investors.

<Governance>
In November 2022, The Company established the Sustainability Committee, which is an advisory body to the Board of
Directors chaired by the President and Representative Director, and is composed mainly of directors. The committee meetsquarterly to discuss and resolve basic policies and important matters related to sustainability management. Meiko Network
Japan's Basic Policy on Sustainability is one of the most important themes for addressing climate change and environmental
issues. We also established the Sustainability Promotion Office to promote sustainability management.
The General Manager of the Sustainability Promotion Office (Senior Executive Officer) formulates an annual plan, manages
the progress of indicators and reduction targets based on the annual plan, and discusses it with the Sustainability Committee. The
Sustainability Committee evaluates, monitors, and deliberates on the annual plans, indicators, progress, and other importantmatters discussed, and reports the results to the Board of Directors. In this way, the Company strengthens its monitoring andsupervisory functions and ensures their effectiveness.

<Strategy: Business Risks and Opportunities>
The Company recognizes that the negative impact of climate change on society is enormous and believe that it is important tocontribute to the realization of carbon neutrality worldwide. Based on the 1.5°C scenario (IEA Net Zero Emissions by 2050
Scenario) envisaged by the International Energy Agency (IEA), we will ascertain the risks and opportunities of our business due
to climate change through scenario analysis and strengthen our response to the various risks that are envisaged.
As for the risk of transition, the Company is anticipating the risk of deterioration in profitability due to stricter laws andregulations such as the introduction of a carbon tax, the development of educational materials that reduce environmental impact,5

increased capital expenditures such as the introduction of LED at schools and facilities, and an increase in the burden of classroom
assignments that take into account the risk of flooding.
In the fiscal year ended Aug. 31, 2022, the Company and its consolidated subsidiaries released 3,574 tons of GHG (Scope 1
and 2*), which is considered to have a limited financial impact.
As for physical risks, the Company assumes that the frequency of damage to classrooms and facilities and the occurrence of
infectious diseases will increase due to the increasing size of typhoons caused by climate change and the worsening of natural
disasters such as floods, and that energy costs will soar due to extreme weather conditions.
Meanwhile, the Company has positioned the strengthening of DX initiatives in response to the risks posed by climate change
as a new business opportunity. Accordingly, we have developed tailored services tailored to customer needs in line with the MeikoDX Strategic Roadmap. The Company will also promote paperless educational materials and communication with customers.
*Scope 1 and 2 are classifications of greenhouse gases. Scope 1 is the company's own direct emissions,
Scope 2 shows indirect emissions associated with the use of electricity, heat, and steam supplied by other companies.

<Risk Management>
The Company has established a risk management system centered on the Risk Management Committee and the Compliance
Committee and are promoting flexible responses to risks. The Board of Directors and other bodies identify necessary items in
the operational process and are appropriately managed by conducting regular monitoring.
In particular, we have selected climate change responses as a company-wide important risk. The sustainability committee,
which is composed mainly of directors, holds regular discussions and assesses the impact of scenario analysis on our business.
In addition, the Sustainability Committee reviews the Basic Policy, Strategies, and Measures for Sustainability at least once a
year, taking into account global trends, including climate change, the sharing of external factors such as changes in legal systems
and regulations, the progress of measures, and changes in future risks and opportunities.
The General Manager of the Sustainability Promotion Office (Senior Executive Officer) will manage the appropriateness ofnumerical reduction targets for climate change-related activities and the progress of measures. The Secretary-General of the
Sustainability Office will take the lead in promoting specific initiatives. The Company will also establish subcommittees for theeffectiveness of the E, S and G material issues, and appoint responsible divisional managers (division heads) to implement PDCA
cycle.

<Indicators and Targets>
The Company has continued to promote LED of in-school floating lights and other measures. Going forward, we will step up
our efforts to achieve our group-wide greenhouse gas reduction target of 10% reduction* by 2030 compared to the fiscal year
ending Aug. 2022 (3,574 tons) and virtually zero by 2050, with a view to the introduction of renewable energy, etc.
*Scope 1 + Scope 2[Supplementary Principle 4-1.1]
The Company clearly distinguish between the Board of Directors as a decision-making and supervisory body for management
and the business execution system based on that decision. We have established Board of Directors' rules and other regulations toclarify matters that the Board of Directors itself should decide and the matters that management should decide.

6

[Supplementary Principle 4-2.2 Roles and Responsibilities of the Board of Directors]
At a meeting of the Board of Directors held on Mar. 31, 2023, the Company resolved to establish the Basic Policy on
Sustainability.

Basic Sustainability Policy
As a pioneer in providing individual instruction, we have provided opportunities to gain access to high-quality education
without distinguishing between men and women through our business activities. Our two management philosophies are "weaim to nurture human resources through our contribution to educational and cultural programs" and "we help achieve goals
through our development and diffusion of franchise know-how" and our education philosophy "To nurture creative,
independently-minded human resources for 21st century society through an individual tutoring service that promotes selfmotivated learning."
Taking this founding philosophy as "Founding Spirit" as our starting point, we will create a variety of businesses that provide
services that anticipate the needs of the times in order to respond to the rapid changes in the social environment. Our goal is
to grow into a "corporate group that extracts the potential of people" and to increase the corporate value of our Group, basedon the idea that "Create a memory of "You can if you think you can."The Company will continue to actively engage in dialogue with outside experts and stakeholders, correctly understand thenegative impacts such as large economic disparities, forced labor, and adverse impacts on ecosystems, and promote initiatives
to resolve these issues through our business activities, in order to remain a company that is chosen by society.
The Company established the Sustainability Committee to realize "a bright future society" and "the creation of a sustainable
society that realizes SDGs" as "the infrastructure for learning" through our business activities. As a responsible prime market
listed company, the Company will identify important company-wide issues and discuss and implement countermeasures toaddress them, thereby enhancing our corporate value and reducing the risk of damage to our corporate value and promoting
initiatives to fulfill our social responsibilities. The Company will widely disclose our activities and their results.
With regard to the allocation of management resources, we view the growth of employees as our growth, so that all
employees can take pride in their own work and demonstrate their individual abilities. Accordingly, we are investing in humancapital in the companies of "skills and capability development," "leadership development and succession," "advancement ofDX and CX," "diversity and inclusion," and "Well-being."
In addition, the Company will strengthen monitoring of growth and profitability based on human capital investment andcash flow of each business, and report to the Board of Directors as appropriate, in order to ensure that the Board of Directors
is functioning with effective oversight.

[Principle 4-9. Independence Standards and Qualification for Independent Directors]
The Company has established our own "Guidelines for the Appointment of Outside Directors and Outside Audit andSupervisory Board Members" and "Standards for the Independence of Outside Audit and Supervisory Board Members" anddisclose them in the Notice of the General Meeting of Shareholders and the Annual Securities Report.
In selecting candidates for Independent Outside Directors, in addition to the standards stipulated by the Companies Act andthe Tokyo Stock Exchange, we select candidates who meet our own standards.

7

[Supplementary Principle 4-10.1]
In Nov. 2022, companies established the Nomination and Compensation Committee, a voluntary committee, to strengthen thefairness, transparency, and objectivity of procedures and to further enhance corporate governance in the process of determining
the appointment, dismissal, and compensation of directors. The Nominating and Compensation Committee consists of at least
three members selected by resolution of the Board of Directors, the majority of whom are independent outside directors andAudit and Supervisory Committee members. In addition, the chairperson is appointed by resolution of the Board of Directors
from among the members who are independent outside directors and Audit and Supervisory Committee members based on
discussions at the Nomination and Compensation Committee. Each of the Independent Outside Directors and Audit andSupervisory Committee Members, utilizing their high levels of specialized knowledge and abundant experience, expresses theiropinions to the Board of Directors and each Director, and requires them to provide advice as necessary. The appointment andappointment of directors are decided by the Board of Directors after the President and Representative Director prepares a draft
and consults with the Nomination and Compensation Committee, which includes the Outside Director Audit and Supervisory
Committee.
The basic policy on remuneration for directors (excluding directors serving as members of the Audit and Supervisory
Committee) are to be set at an appropriate level based on their respective responsibilities in order to function sufficiently as anincentive for the sustained improvement of corporate value, and to be determined through a process that is transparent andobjective. Remuneration consists of fixed monthly remuneration, which is determined within the total amount of remuneration
determined by a resolution of the General Meeting of Shareholders, and restricted stock remuneration, which is intended toprovide further incentives and further promote the sharing of value with shareholders, and performance-linked stock
remuneration, which is introduced for the purpose of contributing to the sustained improvement of business performance andcorporate value over the mid to long term. Remuneration for Outside Directors (excluding Directors serving as Audit andSupervisory Committee Members) are not linked to performance because it is an independent position from the execution ofbusiness, and only base remuneration is to be paid as monthly remuneration.

[Supplementary Principle 4-11.1]
The Company has a Board of Directors of up to 15 members, of which 9 are outside directors (4 of whom are outside directors).
We believe this is the size of the Board's suitability for continuing to promote swift decision-making.
The breakdown is also made up of internal directors, which are composed of members with a sense of balance andachievements that enable them to grasp and conduct activities in general, and with the ability to make decisions. Outside directors,
which are composed of multiple members with diverse perspectives, abundant experience, and a high level of insight andexpertise, have a balanced structure. The Skills Matrix, which lists the knowledge, experience, and abilities of each director, hasbeen disclosed since the 37th Ordinary General Meeting of Shareholders.

[Supplementary Principle 4-11.2]
The status of concurrent positions held by outside directors and outside statutory auditors at other companies is disclosed
annually through the Notice of Convocation of the General Meeting of Shareholders, the Annual Securities Report and the Reporton Corporate Governance.

8[Supplementary Principle 4-11.3]
In principle, the Board of Directors meets once a month to discuss and resolve important matters in a timely manner. Materials
are distributed or explained in advance, and the Board of Directors ensures sufficient time for deliberation and lively discussions,and thoroughly examines management issues.
In addition, the Board of Directors supervises the execution of duties by reporting the progress and results of resolutions ina timely manner. With regard to the evaluation of effectiveness at the Board of Directors meetings, the Board of Directors analyzes
and evaluates the effectiveness of the Board of Directors once a year since 2018 and analyzes and evaluates the effectiveness of
the Board of Directors in terms of the composition, operation, deliberation status, and management structure of the Board of
Directors. In this way, the Company aims to build a more extensive corporate governance system and further increase corporate
value. A summary of the results are also disclosed.
The following is an overview of the results of the Board of Directors' evaluation of effectiveness for the fiscal year ended
August 2023.

1. Evaluation method
In light of the issues in evaluating the effectiveness of the Board of Directors in the previous fiscal year (fiscal year ended
August 2022), a questionnaire consisting of 13 items including the composition of the Board of Directors, the status of
deliberations, the management system, and the effectiveness of the voluntary advisory committee was distributed to all
directors as an index to measure the effectiveness of the Board of Directors. Based on the opinions received from all directors,
the status of improvement was confirmed.

2. Issues in Evaluating the Effectiveness of the Board of Directors in the Previous Fiscal Year (fiscal year ended August 2022)
Strengthen the monitoring function of the Board of Directors through more flexible business execution and further
enhancement of management issues, management plans, and their progress from a mid-to long-term perspective, as well asverification, etc.

3. Summary of evaluation results
In order to realize more agile business execution, the Nomination and Compensation Committee consulted on theestablishment and appointment of a senior executive officer system, and the Board of Directors appointed two senior executive
officers with decision-making authority similar to that of directors. In addition, the Company has strengthened the monitoring
function of the Board of Directors by holding systematic meetings of the Sustainability Committee to discuss sustainability
issues on an ongoing basis and by enhancing discussions on management issues from a mid-to long-term perspective andmanagement plans and their progress and verification.
Accordingly, with regard to the issues in the previous fiscal year, we evaluated that certain improvements have been made,and that the composition of the Board of Directors, the status of deliberations, and the management system, etc. have generally
been appropriate and effective.
However, the Company recognize that there are the following issues.
To enhance discussions on the allocation of resources to sustainability initiatives, the examination of priorities, internal

9penetration, and the strengthening of group governance.

4. Future actions
Based on the results of this evaluation, our Board of Directors will make continuous efforts to resolve issues and further
improve the effectiveness of the Board of Directors.

[Supplementary Principle 4-14.2]
In order to provide appropriate and timely information necessary for the execution of duties so that directors and corporate
auditors can fully exercise their management oversight and auditing functions, and to deepen their understanding of their roles
and responsibilities, external seminars, etc. are attended as needed.
In addition, for the purpose of continuously updating knowledge during the term of office, the Company provides training
opportunities suitable for individual directors and Audit and Supervisory Committee members and supports the cost thereof.

[Principle 5-1. Policy for Constructive Dialogue with Shareholders]
The Company has the Corporate Planning Department as the department in charge of IR.
Financial results briefings are held once every 6 months for shareholders and investors, and individual interviews are held one
after another.
In particular, we promote dialogue (engagement) with institutional investors that respects the Principles for Responsible
Investment. The Company compiles opinions and proposals that contribute to the enhancement of corporate value andsustainability, and then report to the Sustainability Committee and the Board of Directors for improvement. Through these twoway dialogues, we will pursue sustainable growth and medium-to long-term enhancement of corporate value.

[Supplementary Principle 5-1.1]
The person in charge of IR in the Corporate Planning Department handles dialogue (interviews) with shareholders.
In addition, in response to shareholder requests, directors, including outside directors, as well as the president, will endeavor
to respond to interviews.

[Principle 5-2. Establishing and Disclosing Business Strategies and Business Plans]
Measures to realize management that is conscious of the cost of capital and stock price (under consideration) [English disclosure
is available]
The Company have formulated a mid-term management plan and an annual plan, and disclose target figures for net sales,
operating income, net income, etc. on corporate website, etc. The Company also explain specific measures to achieve the targets
through financial results briefings, etc. In formulating our management plan, the Company will strive to ensure a sound financialbase based on an accurate understanding of our own capital costs, present as many specific numerical targets as possible regarding
the allocation of management resources, etc., and encourage understanding of future management strategies and specificmeasures.
In addition, the management plan is reviewed annually in light of business performance, future social and economic conditions,and when there is a change, the background and details of the change are explained at financial results briefings, general meetings10

of shareholders, etc.

[Supplementary Principle 5-2.1]
The Company will strengthen our monitoring of growth and profitability based on the cash flow of each business, review ourbusiness portfolio, and strive to appropriately allocate management resources.

2.

Capital Structure
Foreign Shareholding Ratio

Less than 10%

Status of Major Shareholders
Name or Company Name

Number of Shares Owned

Percentage (%)

THE MASTER TRUST BANK OF JAPAN, LTD. (Trust Account)

2,000,000

7.89%

MEIKO KYOIKU KENKYUJO (Public Interest Incorporated Foundation)

2,000,000

7.89%

Hirotake WATANABE

1,794,600

7.08%

M-CO., LTD.

1,000,000

3.95%

Yoshiko OKUI

792,800

3.13%

CUSTODY BANK OF JAPAN, LTD. (Trust Account)

441,900

1.74%

WASEDA ACADEMY CO., LTD.

347,600

1.37%

Satoshi OKUI

300,000

1.18%

With us Corporation

231,300

0.91%

Meiko Network Japan Executive Stockholders Association

148,300

0.59%

Name of Controlling Shareholder, if applicable(excluding Parent Companies)
Name of Parent Company, if applicable

None

Supplementary Explanation*In addition to the above, there are 2,458,058 shares of treasury stock held by the Company.
* The number of shares held by The Custody Bank of Japan, Ltd. (Trust Account) includes 162,000 shares held by the "Stock
Granting Trust for Officers" and the "Stock Granting Trust for Employees" (the ratio of the number of shares held to the total
number of shares issued (excluding treasury stock) is 0.64%).

3.

Corporate Attributes
Listed Stock Exchange and Market Segment

Prime Market

Fiscal Year-End
Business Sector

AugustServices

Number of Employees (Consolidated) as of the Endof the Previous Fiscal YearNet Sales (Consolidated) for the Previous Fiscal Year
Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal Year

1,000 or more
¥10 billion or more but less than ¥100 billion
10 or more but fewer than 50

11

4.

Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder-

5.

Other Special Circumstances which may have a Material Impact on Corporate Governance
No applicable matters.

II.

Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight1.

Organizational Composition and Operation
Corporate Governance System

Company with Supervisory Committee

Directors
Number of Directors Stipulated in Articles ofIncorporation
Directors' Term of Office Stipulated in Articles ofIncorporation

10 (excluding directors who are members of the Audit and Supervisory
Committee)

Chairperson of the Board

Chairperson (excluding those concurrently serving as President)
5 (excluding directors who are members of the Audit and Supervisory
Committee)

Number of Directors

1 yearElection of Outside Directors
Number of Outside Directors

Elected4

Number of Independent Directors

4Outside Directors’ Relationship with the Company (1)Name

Relationship with the Company*

Attributes

Hiroshi JINZA

From another company

Nanako AONO

From another company

Saiko KUMAO

LawyerKanako IWASE

From another company

a

b

c

d

e

f

g

h

i

j

k

*Categories for “Relationship with the Company”.
(Use “○” 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 past.)
a. Person who executes business for the Company or its subsidiary
b. Person who executes business for a non-executive director of the Company's parent company
c. Person who executes business for a fellow subsidiaryd. Person/entity for which the Company is a major client or a person who executes business for said person/entity
e. Major client of the Company or a person who executes business for said clientf. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets from the Company in addition
to remuneration as a director/company auditor
g. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business for the
corporation)h. Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies todirector him/herself only)

12

i. Person who executes business for another company that holds cross-directorships/cross-auditorships with the Company (applies
to director him/herself only)
j. Person who executes business for an entity receiving donations from the Company (applies to director him/herself only)
k. OtherOutside Directors’ Relationship with the Company (2)Name
HiroshiMembership ofSupervisory
Committee

Designation as
Independent
Director

○

○

○

○

There are no
special interests
between her andthe Company.

○○

There are no
special interests
between her andthe Company.

○○

There are no
special interests
between her andthe Company.

JINZA

Nanako
AONO

Saiko
KUMAO

KanakoIWASE

Supplementary
Explanation of theRelationship
There are no
special interests
between him andthe Company.

Supervisory Committee
13

Reasons for Appointment
Mr. Hiroshi Jinza has a wealth of experience andknowledge in banking, finance and corporate
management gained from his long years of service
at financial institutions, etc. In addition, expecting
to duly provide effective advice and opinion on
important management issues of the Company froma global perspective based on his working
experience overseas, the Company has selected that
he will be capable of enhancing audit effectivenessin the Company, along with monitoring overallmanagement.
Ms. Nanako Aono has extensive knowledge offinance and accounting as a certified public
accountant as well as a wealth of experience andbroad knowledge of corporate management.
As such, the Company has selected that she will
help ensure management transparency and further
strengthen corporate governance.
Ms. Saiko Kumao has expertise in corporate legal
affairs as well as a wealth of business experiencefrom having served in roles in various industries
while preparing for her bar exam.
She also has experience as a director who is an audit
and supervisory committee member.
The Company has selected that, amid the growing
importanceofbusiness
administration
incorporating ESG issues in corporate management,
she will be able to ensure management transparency
and further strengthen corporate governance while
contributing to the operation of the Board of
Directors based on her expertise and broad
perspective.
Ms. Kanako Iwase has an understanding of andabundant experience in the SDGs and sustainability,
which she has gained through providing
employment opportunities for refugees living inJapan to support their independence and work
experience opportunities for children in foster
homes, with the aim to solve social issues throughbusiness management.
She also has a point of view with the Company’s
vision of “extracting the potential in people.” The
Company has selected that she will be able toprovide advice and suggestions to the Board of
Directors, drawing on her wide-ranging insight as abusiness manager.

Composition of Supervisory Committee and Attributes of the Chairperson

Supervisory
Committee

All Committee
Members

Full-time Members
4

Inside Directors

1

Appointment of Directors and/or Staff to Support theSupervisory Committee

Outside Directors

Committee Chair

4

Outside Director

0

Appointed

Matters Concerning Independence of Said Directors and/or Staff from Executive Officers/Reasons for Adopting Current
SystemDirectors and employees to assist the Audit and Supervisory Committee in its duties will not be fixed, but will be implemented
by the department in charge as appropriate. In addition, employees shall be assigned to assist the Audit and Supervisory
Committee when requested by the Audit and Supervisory Committee. The full-time or dual appointment will be determined basedon the scope of duties expected of such employees and the length of time they are expected to serve.

Cooperation among the Supervisory Committee, Accounting Auditors and Internal Audit Department
As mutual cooperation among internal audits, audits by the Audit and Supervisory Committee, and accounting audits, the Internal
Audit Office, full-time Audit and Supervisory Committee member, and accounting auditors hold liaison meetings on a regularbasis to share information and exchange opinions regarding accounting and operational audits.
In addition, the Internal Audit Office shares information and collaborates with each other by reporting audit results to full-time
Audit and Supervisory Committee member as appropriate.

Voluntary Established Committee(s)Voluntary Establishment of Committee(s) equivalent toNomination Committee or Remuneration Committee

Established

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and the Committee
Chairperson
Committee’s
Name
Voluntarily
Established
Committee
Equivalent toNomination
Committee
Voluntarily
Established
Committee
Equivalent toRemuneration
Committee

All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

6

3

2

4

0

0

Outside Director

6

3

2

4

0

0

Outside Director

Other

Chairperson

Nomination andCompensation
Committee
Nomination andCompensation
Committee

Supplementary Explanation

14

None

Matters Concerning Independent Directors
Number of Independent Directors

4

Other Matters Concerning Independent Directors-

Incentives
Implementation Status of Measures related toIncentives Granted to Directors

Introduction of Performance-linked Remuneration Scheme

Supplementary Explanation for Applicable Items
The performance-linked stock compensation plan for directors (excluding directors who are members of the Audit andSupervisory Committee) is a stock compensation plan under which the Company's shares are acquired through a trust (the trust
established under the plan is hereinafter referred to as the "Trust") with money contributed by the Company as the source offunds, and the Company's shares and money equivalent to the amount obtained by converting the Company's shares to market
price (hereinafter referred to as the "Company's shares, etc.") are delivered to Directors through the Trust in accordance with theshare delivery rules for Directors established by the Company. In principle, the time when Directors receive the Company's shares,
etc. shall be at the time of their retirement from office. The maximum amount of the total points to be granted to directors(excluding outside directors) during the trust period (initial four years) is set at 40,000 points per fiscal year (one point is one
share of the Company's stock) in the 36th Ordinary General Meeting of Shareholders held on November 20, 2020.

Persons Eligible for Stock Options-

Supplementary Explanation for Applicable Items-

Director Remuneration
Status of Disclosure of Individual Director’s
Remuneration

No Disclosure for any Directors

Supplementary Explanation for Applicable Items
The total amount of each of the Directors and Outside Corporate Auditors is disclosed.
The details of remuneration for directors and corporate auditors for the fiscal year ended August 31, 2023 are as follows.
Compensation to Directors (excluding Audit and Supervisory Board Members) : 121 million yen (7 Directors)(including 2 outside directors: 2 million yen)Compensation to Directors (Audit and Supervisory Committee Members) : 22 million yen (4 Directors)(including 4 outside directors: 22 million yen)

15

Compensation to corporate auditors: 6 million yen (4 corporate auditors)(including 4 outside corporate auditors: 6 million yen)

Total 15 people: 143 million yen
Policy on Determining Remuneration Amounts andCalculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
1. Method of Determination of Policy on Determination of Remuneration for Individual Directors
Our basic policy is to ensure that the remuneration of our directors' functions sufficiently as an incentive for the sustained
improvement of corporate value. When determining the remuneration of individual directors, it is determined by a process that istransparent and objective, and that the remuneration of each director is at an appropriate level based on his or her respective
responsibilities.
Remuneration for executive directors consists of base remuneration as fixed remuneration (monthly remuneration) and nonmonetary remuneration (stock remuneration). The policy for determining such remuneration is resolved at the Board of Directors
meeting held on Oct. 26, 2023. Regarding remuneration, etc. for individual outside directors, non-monetary remuneration (stock
remuneration) is not introduced because the remuneration is independent from business execution, and only base remuneration
is paid as monthly remuneration.

2. Summary of Details of Decision-Making Policies(a) Basic Compensation Policy
The total annual remuneration of directors is resolved at the Ordinary General Meeting of Shareholders. Compensation for eachdirector is determined by the Board of Directors after the President and Representative Director prepares a draft and consults with
the Nomination and Compensation Committee based on the details of each director's duties and our circumstances.

(b) Policy on Non-Monetary Compensation (Stock Compensation)
Non-monetary compensation for directors (excluding outside directors) consists of a stock compensation plan based on a stock
grant trust as a performance-linked compensation (hereinafter referred to as the "Stock Grant Trust Plan") and a restricted stockcompensation plan (hereinafter referred to as the "RS Plan").
Among non-monetary remuneration, the stock granting trust system is a stock remuneration system under which shares of theCompany are acquired through a trust (hereinafter referred to as the "Trust") using the money contributed by the Company as thesource of funds, and in accordance with the executive stock granting regulations stipulated by the Company, shares of theCompany and the equivalent amount of money (hereinafter referred to as "our Shares, etc.") converted into shares of theCompany's stock at market value are delivered through the Trust. The purpose of this system is to clarify more clearly the linkage
between the remuneration of directors and our performance and share value, and to raise the awareness that directors willcontribute to the improvement of medium-to long-term performance and the increase of corporate value by sharing the profits
and risks of share price fluctuations with shareholders. In principle, the time when directors receive shares of the Company isupon the retirement of directors. The limit amount for the stock issuance trust system is set at 40 thousand points per business16

year (1 point is 1 stock of our company) for the total amount of points granted to the directors (excluding external directors)
during the trust period (the first 4 years) in the 38th Ordinary General Meeting of Shareholders held on Nov. 18, 2022. In termsof the number of allotments related to the stock granting trust system, the President and Representative Director prepares a draft
based on the contents of the duties of each director and our circumstances, in accordance with the Regulations Governing theIssuance of Stock to Directors, and the Board of Directors determines the draft after consulting with the Nomination andCompensation Committee.
Among non-monetary compensation, RS Plan concludes a restricted stock allotment agreement between us and directors,
pursuant to which restricted stock is allocated. The plan aims to further provide incentives for directors to continuously improve
our corporate value by holding shares even during the restricted period, and to further promote value sharing with shareholders.
The number of restricted shares to be allocated is determined by the Board of Directors based on the draft prepared by the
President and Representative Director and consulted with the Nomination and Compensation Committee at a certain time basedon position, performance, contributions, and our situation.

(c) Policy on determining the amount of basic remuneration or the amount of non-monetary remuneration, etc. as a percentage ofthe amount of remuneration, etc. for each individual director
The percentage of remuneration for each type of director will be determined by the Board of Directors after consulting with
the Nomination and Compensation Committee, based on the duty scale of each director and the level of remuneration ofcompanies belonging to industries and types of business that are similar to ours, such as the content of the duties of each director
and our situation.

(d) Reasons for the Board of Directors' judgment that the contents of remuneration, etc. for each individual director conform to
the said policy.
In determining the details of basic remuneration for individual directors, the Board of Directors determines the basic
remuneration based on the basic remuneration policy determined by the Board of Directors. Based on the details of each director's
duties and our circumstances, the President and Representative Director prepares a draft, which is decided by the Board of
Directors after consulting with the Nomination and Compensation Committee, and is in line with the decision-making policy.
Regarding non-monetary remuneration (stock remuneration) for individual directors (excluding outside directors), the Company
has confirmed that the methods for determining the content of remuneration, etc. and the determined content of remuneration,etc. are consistent with the relevant decision policy, and that the reports from the Nomination and Compensation Advisory
Committee are respected, and the Company has determined that remuneration is in line with the decision policy.

3. Matters concerning resolutions at general meetings of shareholders with regard to remuneration, etc. for directors and auditors
The maximum amount of remuneration for directors is as follows. At the 38th Ordinary General Meeting of Shareholders
held on Nov. 18, 2022, the maximum amount of remuneration for directors (excluding directors serving as members of the Audit
and Supervisory Committee) was resolved as an annual amount of 300 million yen (including bonuses to directors and employees,
but not including salaries for employees) (the number of directors at the conclusion of the General Meeting of Shareholders at
the time of identification was 5). In addition, we have introduced a stock-company compensation system for directors (excluding
directors serving on the Audit and Supervisory Committee and outside directors). At the 38th Ordinary General Meeting of17

Shareholders held on Nov. 18, 2022, the maximum amount of money to be paid to a board member (excluding the members of
the Audit and Supervisory Board and the Outside Director) during the trust period (the first 4 years) was 70 million per business
year, and the maximum total number of points to be given to a board member (excluding the members of the Audit andSupervisory Board and the Outside Director) was 40 thousand points per business year (1 point per share of our stock). (Thenumber of members of the board member (excluding the members of the Audit and Supervisory Board and the Outside Director)
at the end of the General Meeting of Shareholders is 5.) In addition, the upper limit of RS plan was resolved at the 39th Ordinary
General Meeting of Shareholders held on Nov. 17, 2023, to be 50 million yen per year, with a total of 70 thousand shares or less(the number of directors (excluding directors serving as Audit and Supervisory Committee members and outside directors) at theconclusion of the Ordinary General Meeting of Shareholders at the time of identification is five persons).

The maximum amount of remuneration for directors who are Audit and Supervisory Committee members is as follows.
At the 38th Ordinary General Meeting of Shareholders held on Nov. 18, 2022, the maximum amount of remuneration for directors
who are members of the Audit and Supervisory Committee was resolved to be no more than 50 million yen per year (the numberof directors who are members of the Audit and Supervisory Committee at the conclusion of the Ordinary General Meeting of
Shareholders at the time of identification was 4).

Support System for Outside Directors
1. System for Directors (excluding Directors who are Audit and Supervisory Committee Members) and Employees to Report to
the Audit and Supervisory Committee.
(a) The Audit and Supervisory Committee members attend important meetings on business execution (the Board of Directors,
Management Committee, and Division Chairman meetings for the full-time Audit and Supervisory Committee, and the Board of
Directors for the part-time Audit and Supervisory Committee) in order to understand the progress of management policy decisions
and the status of business execution.
(b) In order for the Audit and Supervisory Committee to accurately grasp the actual conditions of the Company and to form a fairand reasonable audit opinion, the Directors shall report the status of sales and operations to the Audit and Supervisory Committee.
In addition, important matters that have a significant impact on the Company and corporate information that is disclosed shall bereported to the Audit and Supervisory Committee in a timely manner.
(c) The Audit and Supervisory Committee shall hold liaison meetings with the Internal Audit Office and the Risk Management
Office as appropriate to receive reports on internal controls and risk management.
2. System for reporting to the Audit and Supervisory Committee by Directors, Audit and Supervisory Board Members, employees
and employees of subsidiaries, or persons who receive reports from these persons.
The Audit and Supervisory Committee shall hold a Liaison Conference for Group Corporate Auditors to quickly identify problems
related to overall subsidiary management information and share information.

18

Status of Persons who have Retired as Representative Director and President, etc.
Information on Persons Holding Advisory Positions (Sodanyaku, Komon, etc.) after Retiring as Representative Director
and President, etc.

Name

Yoshiko
OKUI

Job title/
position

Sodanyaku

Responsibilities

As the founder of the Company,
she has been appointed as
Sodanyaku to provide advice on
the transmission of theCompany's founding andmanagement principles, as wellas the operation of the Meiko
Gijuku franchise chain.

Terms andConditions of
Employment(Full/part time,
with/without
remuneration,
etc.)
Type of service:Part-time
Remuneration:
None

Number of Persons Holding Advisory Positions (Sodanyaku, Komon, etc.)
After Retiring as Representative Director and President, etc.

Date whenformer role
as president/
CEO ended
Nov. 22,
2018

Term

The term of office is not
specified.
Sodanyaku will step down fromher position when she
expresses her intention to step
down from the position.
The Board of Directors may
dismiss a Sodanyaku by its
resolution.

1

Other Related Matters
The Company appoints, by resolution of the Board of Directors, persons deemed necessary by the Company to serve as advisors.
In addition, the Company has established bylaws regarding the advisory board member system.

2.

Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, andRemuneration Decisions (Overview of Current Corporate Governance System)(Board of Directors)
The Board of Directors serves as the highest decision-making body in management. The Board of Directors makes important
decisions on matters stipulated in laws, regulations, and the Articles of Incorporation, as well as management policies, strategies,
and management plans, and supervises business execution based on those decisions. The Board of Directors is composed of five
directors (excluding directors serving on the Audit and Supervisory Committee) and four Audit and Supervisory Committee
members (including four outside directors). In principle, the Board of Directors meets once a month, and extraordinary meetings
are held flexibly as necessary.
(The Audit and Supervisory Committee.)
We have established the Audit and Supervisory Committee, which is composed of four members of the Audit and Supervisory
Committee (one full-time member and three outside directors). The Audit and Supervisory Committee audits the execution ofduties by directors from an independent perspective. In principle, the Audit and Supervisory Committee meets once a month, andextraordinary committees are held as necessary. In accordance with the policy established by the Audit and Supervisory
Committee, the Audit and Supervisory Committee Members of the Board of Directors shall request reports and investigations
required of Directors, etc. who are not Audit and Supervisory Committee Members, and conduct audits and supervision ofmanagement in cooperation with the Internal Audit Office, Accounting Auditors, etc.

19

(Internal Audit Office)
The Company has established the Internal Audit Office, which is independent from business divisions, and the chief of the internal
audit one and the two members of the Internal Audit Office conduct business audits based on the Internal Audit Regulations tocover the entire Group. We report the results of audits to the representative directors and the Audit and Supervisory Committee
on whether operations are conducted in compliance with laws and regulations and internal regulations and whether operations
are conducted in a rational manner. The Representative Director directs the divisions to be audited to take necessary measures,
measures, etc. based on the report of the audit results, and reports the results to maintain and improve internal controls. In addition,
the Internal Audit Office, the Audit and Supervisory Committee, and the accounting auditor regularly exchange information to
conduct audits effectively and efficiently.
(Nomination and Compensation Committee)
In Nov. 2022, companies established the Nomination and Compensation Committee, chaired by the Audit and Supervisory
Committee, as an advisory body to the Board of Directors. The Board of Directors consists of five committees: the President andRepresentative Director, and four members of the Audit and Supervisory Committee. The Board of Directors is composed of amajority of outside directors. The Board of Directors makes recommendations on the appointment and dismissal of directors andexecutive officers, the determination of compensation, the development of directors and executive officers, and the succession
plan after prior deliberation by the Committee. The Board of Directors ensures independence and objectivity and the transparencyof the decision-making process.
(Sustainability Committee)
In Nov. 2022, companies established the Sustainability Committee to recognize issues related to sustainability that need to beresolved through our business activities as new revenue opportunities and to accelerate our efforts to realize a sustainable society.
This committee, chaired by the president and CEO, is made up of senior management, including outside directors. It determines
important issues for realizing sustainability management, including not only contributing to a decarbonised society, but also
providing high-quality education, respecting human rights and further penetrating diversity. Based on the Basic Policy on
Sustainability, the committee strives to realize both corporate value and improvement in environmental and social value. In
addition, we endorse the recommendations of TCFD* (Climate-related Financial Disclosure Task Force) and promote voluntaryand proactive information disclosure based on the recommendations in order to examine long-term strategies using scenarios thatare consistent with our own business with regard to climate change-related risks and opportunities.
(Risk Management Committee)
The Company has established the Risk Management Committee, which is composed of directors, executive officers, and division
heads, in order to properly implement risk management. The committee meets regularly to formulate policies, measures, andannual plans related to risk management, to ascertain the status of risk management, to provide guidance on risk avoidance
measures to the divisions in charge of individual risk management, and to provide guidance on business continuity related to thecompany's main and important businesses and other important operations.
(Compliance Committee)
We have established the Compliance Committee, which is composed of directors, executive officers, and division heads, tostrengthen and enhance our compliance system. The committee meets regularly in cooperation with counsel and is responsible
for fostering an in-house culture to ensure thorough compliance and promote initiatives, formulating compliance education
policies, and discussing measures to be taken in the event of doubts regarding compliance in the execution of business.

20

3. Reasons for Adoption of Current Corporate Governance System
The Company has transitioned to a company with an Audit and Supervisory Committee, and have strengthened our auditing andsupervisory functions by having Audit and Supervisory Committee members, who are directors, exercise their voting rights at theBoard of Directors meetings. At the same time, we have delegated authority from the Board of Directors to the Board of Directors
to speed up decision-making and business execution. We have also established a voluntary Nominating and Compensation
Committee and a Sustainability Committee to further enhance corporate governance and increase corporate value. We alsoestablished the Sustainability Promotion Office to promote our sustainability management.

III.
1.

Implementation of Measures for Shareholders and Other Stakeholders
Measures to Vitalize General Meeting of Shareholders and Facilitate Exercise of Voting Rights
Supplementary Explanation
Early Posting of Notice of the General Meetingof Shareholders
Scheduling of the General Meeting of
Shareholders on a Non-Peak Day
Electronic Exercise of Voting Rights

Participation in a Platform for the Electronic
Exercise of Voting Rights and Other Initiatives
to Enhance Environment for Institutional
Investors to Exercise Voting Rights

Provision of Notice (or Summary of Notice) of
the General Meeting of Shareholders in English
Other

2.

The Company will make every effort to ship as soon as possible.
The Company sets the date and place of the meeting so that more shareholders
can attend the meeting. In addition, we have prepared an environment in whichshareholders can easily exercise their voting rights by preparing voting forms
to be sent by mail and via the Internet.
Electronic exercise of voting rights was started from the 31st Annual General
Meeting of Shareholders held on November 20, 2015.
From the 31st Ordinary General Meeting of Shareholders held on November
20, 2015, the Company has supported the exercise of voting rights by anelectromagnetic method using the environment of the electronic voting
platform for institutional investors operated by ICJ, Inc.
Effective from the 36th Ordinary General Meeting of Shareholders to be held
on November 20, 2020, the Company has introduced Smart Exercise, whichenables shareholders to exercise their voting rights simply by reading the QR
code on the voting form.
The Company prepares the convocation notice in English and registers it on theelectronic voting platform for institutional investors operated by ICJ Inc.
-

Status of IR-related Activities
Supplementary Explanation
Formulation and Publication of Disclosure
Policies
Regular Investor Briefings held for Individual
Investors

Regular Investor Briefings held for Analysts
and Institutional Investors

Disclosure Policy is established and published on the
Company's website.
The Company regularly hold briefings for individual
investors. The President and Representative Director or IR
representative explains the company's corporate profile,financial information, business strategies, mid-term
management plan, etc. using visualized materials.
The Company held earnings results briefings twice a year
(for the second quarter and the end of fiscal year) to
provide analysts and institutional investors withinformation useful for investment decision making.
At these briefings, the President and Representative
Director personally explains management performanceand other information to enable investors and others to

21

Explanation by arepresentative
director or arepresentative
executive officer

Held

Held

Regular Investor Briefings held for Overseas
Investors

Online Disclosure of IR Information

Establishment of Department and/or Placementof a Manager in Charge of IR
Other

3.

make appropriate judgments about the company's
situation. The Company also strive to reflect the opinionsof the capital market in our management throughcommunication at these briefings.
The Company do not hold briefings for overseas investors,
but English-language videos of financial results briefings
are available on our corporate website.

Not Held

The Company have set up a IR section on corporatewebsite to provide investors and other interested parties
with useful input for investment decision-making.
In addition to financial highlights, IR section contains
financial results, financial reports, business reports, andnews releases, and discloses information on the status of
the companies to interested parties in a timely andappropriate manner.
The Corporate Planning Department is in charge of
implementing IR activities.
In addition, Kouyuki SAKAMOTO, Senior Executive
Officer and General Manager of Corporate Planning
Department, serves as IR Administrative Liaison Manager.
-

Status of Measures to Ensure Due Respect for Stakeholders
Supplementary Explanation
Establishment of Internal Rules Stipulating
Respect for the Position of Stakeholders-

Implementation of Environmental Preservation
Activities and CSR Activities, etc.

The Company is actively engaged in social contribution activities, such asefforts to combat global warming and conserve electricity, donation to the"School Meal Program" of the United Nations WFP and the "National
Federation of Guide Dog Facilities" and support for foreign child education sothat children who protect foreigners as Japanese language educational
institutions cannot receive adequate Japanese language guidance and canreceive education to solve the social problem of being unable to advance toschool or obtain employment.
The Company recognize that information disclosure is one of our importantmanagement responsibilities.
To ensure that accurate information is communicated to all stakeholders,
including shareholders, the Company will continue to disclose information ina plain and specific manner.
In addition, based on our shareholder composition, we have established an
English-language version of corporate website and have prepared an Englishlanguage version of our financial results briefing materials.
The Notice of Annual General Meeting of Shareholders has been prepared in
English since the Notice of Annual General Meeting of Shareholders held in
Nov. 2015.
At the same time, the Company will disclose this information on our website
and other media and will continue to strive to enhance the provision of
information in English to overseas shareholders.

Formulation of Policies, etc. on Provision ofInformation to Stakeholders

Other

-

22

IV.
1.

Matters Concerning the Internal Control System
Basic Views on Internal Control System and Status of Development
The status of the development of the Company and Meiko group's main internal control systems is as follows.

1. Structure to ensure that the execution of duties by directors and hired experts is in keeping with corporate law and the articles
of incorporation.
(a) Recognizing the Company social responsibilities and public mission, the Company regard the conduct of business operations
in good faith without violation of laws, regulations, the Articles of Incorporation, and other rules and regulations as animportant management issue for all directors and employees. To ensure that all officers and employees are fully aware ofthis, the Compliance Committee shall be established, and the Compliance Regulations and the Charter of Corporate Behavior
shall be distributed and enlightened to strengthen the foundation of corporate governance.
(b) In order to ensure compliance with laws and regulations and the appropriateness of operations by directors and employees,
clear authority and division of duties are stipulated in the Company Regulations, and important matters are deliberated by
the Management Committee and the Board of Directors.
(c) The Company appoint several outside directors from among the directors who make up the Board of Directors to ensure thefairness and transparency of resolutions by the Board of Directors. In addition, the Directors shall prevent violations of laws
and regulations and implement the necessary measures to this end. In the event that a director discovers a violation of laws
or regulations by another director, the Company shall immediately report to the Audit and Supervisory Committee,
Representative Director (Chairman of the Risk Management Committee), and Director in charge of risk management.
(d) The Company declare "hospitality" as our corporate ethics and promote the improvement of corporate ethics throughout the
franchise chain.
(e) The Company have established a Risk Management Committee to respond swiftly to risks that arise in response to changes inthe business environment. The Risk Management Office is in charge of the office. Based on the Risk Management
Regulations, the Risk Management Committee coordinates and manages risk assessments, management, andcountermeasures for business execution divisions, and promotes flexible responses to risks and the execution of compliance.
At the same time, the Company continue to provide education on compliance and clarify procedures for dealing withcompliance violations in order to prevent the recurrence of similar incidents.
(f) The Company is strengthening compliance management by introducing an internal reporting system.
(g) Internal Audit Regulations have been established to monitor the development and operation of internal controls, and an
Internal Audit Office has been established. The results of internal audits are reported to the Board of Directors and the Audit
and Supervisory Committee to promote continuous improvement of the internal control system.
(h) The Company will ensure the transparency of our corporate activities by disclosing financial information, which is the resultof our business operations, and important corporate information, which is aggregated into the Compliance Committee andthe Risk Management Committee, in a proper and timely manner.
(i) Executives and employees shall, as a whole, take a firm stance against anti-social forces that make unreasonable demands
without giving rise to such pressures, and shall not give any benefits, including economic interests, to anti-social forces.

23

2. Structure and System to Maintain and Manage Information Relating to Directors in the Execution of their Duties(a) Minutes of General Meetings of Shareholders, Minutes of the Board of Directors, and other documents required to be preparedpursuant to laws and regulations shall be properly prepared and stored pursuant to laws and regulations.
(b) Documents related to the execution of duties, management decision-making, and reporting to the directors of the Company
shall be appropriately prepared, stored, or disposed of in accordance with the Document Management Regulations, theRegulations for Approval of Consensus-Building Decisions, the Information Security Regulations, and other rules.
(c) The Company will maintain the Rules for the Protection of Personal Information and the Rules for the Management of Trade
Secrets, and properly and safely store and manage personal information and important trade secrets.
(d) The Directors may at any time inspect these stored documents.

3. Systems for managing risks of loss including the relevant internal regulations(a) Matters relating to risks of loss, such as accidents, disasters, credit, etc., shall be examined and measures implemented by eachbusiness execution division to identify risks and prevent them from occurring in accordance with the Risk Management
Regulations.
These risks shall be consolidated into the Risk Management Committee on a company-wide basis, and guidelines shall beestablished and manuals prepared in order to verify the operational status of measures against potential risks and to ensure
appropriate ex-post responses in the event that they materialize.
(b) With regard to important risks related to business establishments, such as crisis management and personal information
protection, we will present to the entire franchise chain the measures for preventing and mitigating risks that have been
consolidated by the Risk Management Committee, and strive to stabilize management throughout the franchise chain.

4. System for ensuring efficient execution of Directors' duties(a)The Board of Directors establishes the annual management plan and the medium-term management plan, clarifies the targets
to be achieved as a company, and promotes the efficiency of business execution by setting the responsibilities of directors.
In addition, the Company will examine and evaluate whether its management targets are progressing as originally planned
through regular performance reports to improve its PDCA cycle.
(b) The Board of Directors meets at least once a month to strengthen the Company's role as an important decision-making body,to provide regular reports on the status of business execution to each director, and to strengthen its role as a supervisory bodyfor the conduct of business. For important management matters, the Executive Committee, which is composed of directors(excluding directors serving on the Audit and Supervisory Committee) and full-time Audit and Supervisory Committee
member, resolves, deliberates, examines, and shares information to increase the speed of management decision-making andto ensure transparency and efficiency.
(c) The Directors receive reports from the dedicated Internal Audit Office on areas for improvement in business execution, andwork to optimize the effectiveness and efficiency of the operations they are in charge of.

5. System to ensure the appropriateness of operations in the corporate group consisting of us and our subsidiaries(A) General Provisions(a) Based on our management philosophy, the Company will clarify our raison d'etre and roles as a group, and share our future24

goals as a group through our management vision. In addition, the Company will comprehensively understand the risks ofthe entire Group, and properly establish and operate a risk assessment and management system.
(b) The Company fully confirm that transactions within the Group are appropriate in accordance with laws and regulations anddo not differ significantly from the terms of ordinary transactions with third parties.
(c) The Company will strengthen compliance management throughout the Group by introducing an internal reporting system.
(B) System for reporting matters related to the execution of duties by directors, etc. of subsidiaries to the Company.
(a) The Company have established the Regulations Governing the Management of Affiliated Companies to ensure theeffectiveness of internal controls at each subsidiary. In addition, in accordance with the Regulations Governing theManagement of Affiliated Companies, each subsidiary is required to regularly report to us on its business performance,
financial condition, and other important business matters.
(b) The Internal Audit Office audits the operational status of subsidiaries and reports to the Representative Director, the Board of
Directors, and the Audit and Supervisory Committee.
(C) Rules and other systems concerning risk of loss of subsidiaries.
Each Group company will appropriately establish and operate a risk assessment and management system.
(D) System to ensure the efficient execution of duties by directors, etc. of subsidiaries.
The authority and responsibilities related to the execution of duties shall be clearly stated in the Division of Duties
Regulations, Administrative Authority Regulations, and other regulations by each Group company, and each business shallbe efficiently executed.
(E) System to ensure that directors, etc. and employees of subsidiaries perform their duties in compliance with laws andregulations and the articles of incorporation.
The Company have established a basic compliance policy for the entire Group. In accordance with this basic policy, Group
companies will promote the establishment of such a system in accordance with each company's business content, scale,country of domicile, and other circumstances, and will also promote education and enlightenment of compliance.

6. Matters concerning directors and employees to assist the Audit and Supervisory Committee in its duties.
(a) The Company do not fix the division or employee in charge of the audit and supervision of the Audit and Supervisory
Committee, and the division in charge conducts the audit as necessary.
(b) At the request of the Audit and Supervisory Committee, employees to assist the Audit and Supervisory Committee shall be
appointed. The full-time or interlocking office shall be determined according to the scope of work expected of the employee
and the term of office.

7. Matters concerning independence of directors and employees of the previous item from other directors (excluding directors
who are Audit and Supervisory Committee members) and matters concerning ensuring the effectiveness of instructions of
the Audit and Supervisory Committee to such employees
In the event that the Audit and Supervisory Committee has appointed an employee to assist the Audit and Supervisory
Committee, services to assist the audit shall not be directed by anyone other than the Audit and Supervisory Committee, as
directed by the Audit and Supervisory Committee. In addition, personnel transfers, personnel evaluations, and other mattersrelated to such employees require the consent of the Audit and Supervisory Committee.

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8. System for Reporting to the Audit and Supervisory Committee.
(A) System for Directors (excluding Directors who are Audit and Supervisory Committee Members) and Employees to Report to
the Audit and Supervisory Committee.
(a) Audit and Supervisory Committee members meet on important matters related to business execution in order to know the
progress of management policy decisions and the status of business execution.
(Full-time Audit and Supervisory Committee members attend meetings of the Board of Directors, Management Committee,
and Division Chairman meetings, and part-time Audit and Supervisory Committee members attend meetings of the Board of
Directors.)(b) In order for the Audit and Supervisory Committee to accurately grasp the actual conditions of the Company and to form a fairand reasonable audit opinion, the Directors shall report the status of sales and operations to the Audit abd Supervisory
Committee. In addition, important matters that have a significant impact on the Company and corporate information that is
disclosed shall be reported to the Audit and Supervisory Committee in a timely manner.
(c) The Audit and Supervisory Committee shall hold liaison meetings with the Internal Audit Office and the Risk Management
Office as appropriate to receive reports on internal controls and risk management.

9. System for reporting to the Audit and Supervisory Committee by Directors, Audit and Supervisory Board Members, employees
and employees of subsidiaries, or persons who receive reports from these persons.
The Audit and Supervisory Committee shall hold a Liaison Conference for Group Corporate Auditors to quickly identify
problems related to overall subsidiary management information and share information.

10. A system to ensure that the person who has made the report set forth in the preceding item is not treated disadvantageously
by reason of such person's having made the report.
The Company shall not dismiss or treat in any way disadvantageous for having reported to the Audit and Supervisory
Committee.

11. Matters concerning the procedures for advance payment or reimbursement of expenses incurred with regard to the executionof the duties of Audit and Supervisory Committee Members (limited to those concerning the execution of the duties of the Audit
and Supervisory Committee) and any other matters concerning the policy pertaining to the processing of expenses or liabilities
incurred in the execution of said duties.
Expenses incurred in the execution of duties by Audit and Supervisory Committee members will be borne by the Company
through prescribed procedures.

12. Other systems to ensure that audits by the Audit and Supervisory Committee are conducted effectively.
(a) The Audit and Supervisory Committee shall hold regular meetings of the Internal Audit Office a nd the 3-party liaison meetingof the auditing firm to receive reports and information on accounting audits and operational audits, and shall monitor andverify the status of the internal control system.
(b) Full-time Audit and Supervisory Committee Member shall grasp the status of business execution in a timely manner throughregular audits, such as the inspection of application forms and other important documents related to business execution, the26acquisition of important assets, and the examination of the status of possession and management.
(c) Directors (excluding directors serving on the Audit & Supervisory Committee) and employees shall deepen their awarenessof the Audit and Supervisory Committee's audits and endeavor to ensure that the Audit and Supervisory Committee's audits
are promoted efficiently.

2.

Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
The following is our basic stance toward the elimination of antisocial forces and the status of their development.
(1) Basic Approach
The Company will take a firm stance toward anti-social forces that make unreasonable demands, without succumbing to thosepressures, and will not provide any benefits, including economic interests, to anti-social forces.
(2) With regard to important risks related to the status of development and corporate activities, the Risk Management Committee
examines measures for preventing and mitigating risks that have been consolidated, and in addition, in peacetime builds
relationships of trust with the police, lawyers, and other external organizations.
In the Compliance Rules, the Company have stipulated that we have no relationship with antisocial forces that threaten the orderand safety of society, and have implemented educational activities.

V.

Other

1.

Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation for Applicable Items
The Company recognize that sustained growth and the enhancement of corporate value are top priorities in order to meet the
mandate of our shareholders, and currently we do not plan to introduce takeover defenses.

2.

Other Matters Concerning the Corporate Governance System
Outline of Timely Disclosure System
1. Appropriateness of information disclosure
Establishment of a system for confirming disclosure documents
The Company conducts strict auditing of the consolidated financial statements, etc. under the Companies Act and the financial
statements, etc. under the Financial Instruments and Exchange Act by Ernst & Young ShinNihon LLC, and also checks thefinancial results, etc. by this corporation.
Advance confirmations are made to the Tokyo Stock Exchange, the Kanto Local Finance Bureau, lead securities companies,
and auditing firms as necessary.
2. Timeliness of information disclosure
The Company have secured a system for promptly disclosing information by gathering information to the Corporate Planning
Department and supervising information.
3. TDnet of the Tokyo Stock Exchange, EDINET of the Financial Services Agency, and the corporate website disclose informationon the methods of verifying and disclosing compliance with the Rules for Preventing Insider Trading by the General Affairs
Department.

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The diagram below shows an overview of our business execution system and management oversight.

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