English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

advisory committees that mainly consist of Outside Directors.
[Principle 4.11 Preconditions for Ensuring Effectiveness of Board of Directors and Audit & Supervisory Committee]
Although the Company’s Audit & Supervisory Committee has no member who has specialist knowledge on finance and accounting,
the Company has ensured a system to consult finance and accounting specialists whenever the Audit & Supervisory Committee
needs knowledge or opinions on finance and accounting. In addition to this measure, the Company will going forward consider
appointing an Audit & Supervisory Committee member who has appropriate knowledge on finance and accounting.
[Supplementary Principle 4.11.3 Effectiveness Evaluation of Board of Directors and Disclosure Thereof]
The Company will going forward consider matters concerning analysis, evaluation and disclosure of the effectiveness of the Boardof Directors as a whole.

[Disclosure Based on Principles of the Corporate Governance Code] Updated[Principle 1.4 Cross-Shareholdings]
From the viewpoint of corporate governance, the Company will not conduct cross-shareholdings for the purpose of merely securing
stable shareholders. If the Company conducts cross-shareholdings, the Company will do so only after the Board of Directors
examines whether the cross-shareholdings are reasonable and appropriate.
[Principle 1.7 Related Party Transactions]
The Company has established the Rules on Management of Related Party Transactions and strictly operates and properly
monitors transactions through a system where an authorized person specified in the Company’s internal rules approves thosetransactions in advance with respect to appropriateness of the details and decision methods of those transactions, and theCompany subsequently, after the approval, receives reports on the status, etc. of those transactions.
Even for transactions other than those specified above, the Company checks where there were any transactions with its directors
and their close relatives by conducting an individual examination on directors once a year. Moreover, the Company properly
discloses related party transactions in accordance with the provisions of the Companies Act, the Financial Instruments andExchange Law and other applicable laws and regulations as well as the rules of the Tokyo Stock Exchange.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
The Company has no corporate pension fund plan.
[Principle 3.1 Full Disclosure](i) Corporate philosophy, etc.
The Company’s corporate philosophy, code of conduct, “The Katachi of Sansan,” and management strategies, etc. are describedon the Company’s website (https://corp-sansan.com/) and its Annual Securities Reports (available in Japanese only) posted on
the website.

(ii) Basic views and basic policies on corporate governanceFor the Company’s basic views and basic policies on corporate governance, please refer to “Basic Approach” in this Corporate
Governance Report.

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English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

(iii) Policies and procedures in determining remuneration for directors
The amount of remuneration for directors who are Audit & Supervisory Committee Members is decided following discussion by all
Audit & Supervisory Committee Members within the limit of the total remuneration amount resolved at the General Meeting of
Shareholders. The amount of remuneration for directors (excluding Audit & Supervisory Committee Members) is updated or
decided in each fiscal year by Representative Director Chikahiro Terada who has been entrusted to decide the same at his own
discretion by a resolution of the Board of Directors, including Outside Directors, within the limit of the total remuneration amountresolved at the General Meeting of Shareholders, taking into account each director’s duties and the status of business execution byeach director, the Company’s business performance, economic conditions, etc. The appropriateness of the amount of
remuneration for each of directors (excluding Audit & Supervisory Committee Members) is assessed by the Audit & Supervisory
Committee at an audit at the end of each fiscal year based on the status of business execution by each director. As a means to
incentivize directors apart from the remuneration system and in addition to the stock-option system, which was introduced with theaim of further enhancing directors’ motivation and enthusiasm toward improving the Company’s business performance, theCompany has introduced the Stock Acquisition Rights Trust and the Performance Target-linked Stock Acquisition Rights (Stock
Options with Charge), which aims to provide an incentive to current and future directors of the Group to improve corporate value
over the medium to long term. The number of shares distributed to each eligible recipient is decided based on their position,
expected role (mission grade), etc.

(iv) Policies and procedures in nomination of candidates for directors and dismissal of directors
The Company stipulates in the Articles of Incorporation that the number of directors (excluding Audit & Supervisory Committee
Members) shall not exceed 8 and that the number of directors who are Audit & Supervisory Committee Members shall not exceed 5.
The Company appoints members who constitutes the Board of Directors, taking into account the balance between experience,
knowledge and skills and diversity. Currently, the Company has 10 directors (male: 9, female: 1), 2 of whom are independent
Outside Directors.
In nominating candidates for directors (excluding Audit & Supervisory Committee Members), the Company nominates, based on its
policy, persons who have extensive knowledge and experience in the relevant business, are expended to greatly contribute to theCompany through the relevant business, fulfill their duties as directors and contribute to improving corporate value.
In nominating candidates for directors who are Audit & Supervisory Committee Members, the Company nominates, based on its
policy, persons who are expected to offer opinions on overall management leveraging their knowledge on corporate management
based on their extensive business experience, such as persons who have experience of serving as officers of other companies andlegal experts who are familiar with corporate legal affairs and compliance matters.
In appointment procedure for directors (excluding Audit & Supervisory Committee Members), Representative Director & CEO
proposes persons who meet the requirements of the Company’s policy as candidates for directors and obtains an opinion of the
Audit & Supervisory Committee. Then, the Board of Directors discusses and submits such proposal to the General Meeting of
Shareholders for resolution.
In appointment procedure for directors who are Audit & Supervisory Committee Members, Representative Director & CEO
proposes persons who meet the requirements of the Company’s policy as candidates for directors and obtains consent of the Audit& Supervisory Committee. Then, the Board of Directors discusses and submits such proposal to the General Meeting of
Shareholders for resolution.

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English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

The Board of Directors and the Audit & Supervisory Committee monitor and supervise the status of business execution by eachdirector. If they determine that any director is disqualified, they will discuss whether or not to dismiss such director.

(v) Reasons for individual nominations of candidates for directors
Career summary of directors and reasons for appointment of Outside directors are described on the Company’s Annual Securities
Reports (available in Japanese only) posted on its website (https://corp-sansan.com/).

[Supplementary Principle 4.1.1 Scope of Authority Delegated to the Management]
The Company has a policy to determine the following matters through resolution of the Board of Directors in accordance with theprovisions of the Rules on the Board of Directors: (1) Matters prescribed by the Companies Act and other laws and regulations; (2)Matters prescribed by the Articles of Incorporation; (3) Matters delegated by resolution of the General Meeting of Shareholders;and (4) Other important matters on management.
As for other important matters on management, the Company decides on the materiality of such matters based on factors such as
the scale of such matters. In addition, in order to expedite a decision-making process for business execution, the Company
stipulates in the Article of Incorporation that the execution of certain important duties may be delegated to directors, andestablishes the Rules on Organization, Segregation of Duties and Administrative Authority pursuant to which the Company
delegates its authority to executive directors and executive officers in charge, as appropriate.

[Principle 4.9 Independence Standards and Qualification for Independent Outside Directors]
The Company nominates persons, as candidates for independent Outside directors, who have diverse and specialist knowledge,
experience and deep insight required to provide the Company with advice on management and to fulfill their supervisory function
among from persons who meet standards set by financial instruments exchanges, taking into consideration other specificconditions.

[Supplementary Principle 4.11.1 Board Composition]
The Company stipulates in the Articles of Incorporation that the number of directors (excluding Audit & Supervisory Committee
Members) shall not exceed 8 and that the number of directors who are Audit & Supervisory Committee Members shall not exceed 5.
The Company appoints members who constitutes the Board of Directors, taking into account the balance between experience,
knowledge and skills and diversity. Currently, the Company has 10 directors (male: 9, female: 1).

[Supplementary Principle 4.11.2 Status of Concurrent Positions of Directors]
The status of major concurrent positions of directors are described on the Notice of Annual General Meeting of Shareholders andAnnual Securities Reports, etc. posted on the Company’s website (https://corp-sansan.com/). The Company has confirmed that all
directors who have concurrent positions can properly perform their roles and responsibilities at the Company.

[Supplementary Principle 4.14.2 Training Policy for Directors]
In order to ensure that directors fully perform their management supervisory and audit functions, the Company facilitates
improvement of discussion at meetings of the Board of Directors by distributing and explaining materials for the meetings of the4English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

the Company has deployed dedicated employees to assist the Audit & Supervisory Committee’s smooth execution of its duties. Suchemployees are engaged in timely reporting and provision of information upon request of the Audit & Supervisory Committee byparticipating in major meetings, accessing important documents, etc. The Company also provides directors with opportunities toparticipate in training sessions provided by third-party institutions at the Company’s expense.

2. Matters on Functions such as Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions(Overview of Current Corporate Governance System) Updated
An overview of the Company’s corporate governance structure is described below.

Board of Directors
The Board of Directors consists of 10 directors, including 4 directors who are members of the Audit & Supervisory Committee. All
directors who are members of the Audit & Supervisory Committee are Outside Directors. The Company has invited as Outside
Directors persons such as those with experience as a director at other companies and legal experts with a detailed knowledge ofcorporate legal affairs and compliance in order to promote the establishment of a system that enables the Company to conduct
management decision-making from a broader perspective and to supervise management from outside the Company, while utilizing
their insights on corporate management based on their wealth of business experience. In order to conduct effective and prompt
decision-making, the Board of Directors holds a regular Board of Directors meeting once a month in principle, as well as holding
extraordinary meetings as needed.
The Board of Directors functions both as a body for supervising the operations of directors and a body for making decisions onimportant management matters, in compliance with the Articles of Incorporation and laws and regulations.

Audit & Supervisory Committee
The Company’s Audit & Supervisory Committee comprises 4 directors who are members of the Audit & Supervisory Committee. All
Committee Members are Outside Directors. Directors who are members of the Audit & Supervisory Committee include attorneys or
persons who possess an independent perspective on corporate management. Thus, the Company has established a structure inwhich management supervision is conducted from the standpoint of each Committee member’s professional ethics.
Directors who are members of the Audit & Supervisory Committee express opinions on directors’ execution of business atmeetings of the Board of Directors and other meetings.
The Audit & Supervisory Committee monitors the vision of governance and its operational status. In order to audit and supervise
the everyday activities of the directors, including the directors’ performance of duties, the Audit & Supervisory Committee
implements audits based on the audit plan and holds meetings of the Audit & Supervisory Committee once a month whileconvening meetings with the Internal Auditing Department and Accounting Auditors, and sharing information necessary forauditing.

Functions of nomination and remuneration decisions
The methods for determining nomination and remuneration are described on Principles 3.1 (iii) and (iv) of “Disclosure Based on
Principles of the Corporate Governance Code” of this Corporate Governance Report.

12English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

Status of Internal Audits, Audit & Supervisory Committee’s Audits, and Financial Audits
Internal Audits.
1 person belonging to the Internal Auditing Department and 2 internal auditors appointed by the head of the Internal Auditing
Department are in charge of the Company’s internal auditing. The objective of internal auditing is to examine and evaluate theeffectiveness of internal controls established and operated at the Company, and to point out matters that require improvement andoffer advice toward making improvement in order to contribute to achievement of the Company’s management targets and stablebusiness operations. The Internal Auditing Department makes an internal audit plan each fiscal year, implements internal auditing
after receiving the approval of the CEO, and reports results of auditing to Representative Directors and the division that was
subject to auditing while pointing out matters to the said department in order to realize improvements, and checking the status of
improvements. Internal auditing is carried out by 1 member of the Internal Auditing Department and other persons nominated by
the Internal Auditing Department. The Internal Auditing Department cooperates with the Audit & Supervisory Committee andshares information necessary for auditing.

Audit & Supervisory Committee’s Audits
The Company’s Audit & Supervisory Committee consists of 4 members, all of whom are Outside Directors.
Based on the Audit & Supervisory Committee’s guidelines, the Audit & Supervisory Committee carries out audit operations in linewith auditing standards, auditing policies, the Audit Plan, auditing methods, etc. decided by the Audit & Supervisory Committee.
The Audit & Supervisory Committee checks whether the Company’s internal control systems are being established and operated
appropriately, receives regular reports on the comprehensive implementation status of audits from the Internal Auditing Department,
and shares information at the meeting of the Audit & Supervisory Committee. Furthermore, in order to foster sufficient
communication and deepen mutual awareness between Audit & Supervisory Committee Members and the Representative Director,
they exchange opinions under the theme of significant auditing issues, etc. By attending meetings of the Board of Directors, etc.,
each Audit & Supervisory Committee member receives information regarding the status of business execution, and by giving theiropinions regarding this, audits and monitors the legality and suitability, and ensures appropriate business execution.
In addition, the Audit & Supervisory Committee monitors and verifies whether the Accounting Auditors maintain their independence
and implement appropriate audits, and receives reports from the Accounting Auditors regarding the performance of their duties andrequests explanations when necessary. Moreover, the Audit & Supervisory Committee receives notification from the Accounting
Auditors regarding steps to improve the “systems for ensuring that the performance of the duties is being carried out properly” (asenumerated in each item of Article 131 of the Regulation on Corporate Accounting) in compliance with the “Quality Control
Standard for Audit” (adopted by the Business Accounting Council on October 28, 2005), etc., and requests explanations whennecessary.
Furthermore, Ms. Yasuko Yokosawa, an Outside Director who is a member of the Audit & Supervisory Committee, is a qualified
attorney and she offers recommendations and advice on the Company’s legal affairs from her standpoint as an expert.

Financial Audits
The Company has concluded an auditing contract with KPMG AZSA LLC. There is no relationship of special interest between the
Company and this auditor or its employees who conduct audits. The names of the certified public accountants who executed theaudit and the composition of the assistants involved in the audit work are stated below.

13English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

1.

Names of the certified public accountants who execute the audit:
Hiroyuki Nakamura, Designated Limited Liability Partner and Executive Partner
Genta Tsuru, Designated Limited Liability Partner and Executive Partner

2.

Composition of assistants involved in the audit work:
6 certified public accountants
2 other individuals

3. Reasons for adopting the current corporate governance structure
From the perspective of further strengthening the auditing and oversight functions of the Board of Directors through the further
enhancement of corporate governance, the Company transitioned from being a company with a Board of Auditors to a company
with Audit & Supervisory Committee on August 18, 2015. The Company made this transition in order to leverage the functions of
Outside Directors, who do not personally execute business operations. Members of the Audit & Supervisory Committee, whopossess auditing authority and voting rights at meetings of the Board of Directors appropriately oversee the directors’ execution ofbusiness in terms of both legality and validity. With this transition to a company with Audit & Supervisory Committee, the Company
believes it will enhance the fairness, transparency, and effectiveness of management.

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English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

IV Matters Related to the Internal Control System
1. Basic Views on the Internal Control System and the Progress of System Development Updated
The Company strives to maintain and enhance corporate governance by the establishment and strict operation of an internal
control system based on the Basic Policy on Internal Control System, which was determined by the Board of Directors.

a) System to ensure that the execution of duties by directors and employees complies with laws and regulations as well as the
Articles of Incorporation (System for Strict Compliance with Laws and Regulations and the Articles of Incorporation).
1. Directors and employees carry out appropriate corporate activities based on high ethical standards and comply with laws andregulations and internal rules such as the Articles of Incorporation in accordance with the Company’s corporate philosophy andcode of conduct, “The Katachi of Sansan.”
2. Implement internal audits by the Internal Auditing Department, an independent entity under the direct supervision of the CEO,to verify if execution of business operations is being conducted based on laws and regulations, the Articles of Incorporation, andinternal and other rules while at all times strive to make improvements when issues are discovered.

b) System for storage and management of information related to execution of duties by directors (Information Storage andManagement System)
1. Store and manage documents, business forms, and records made in an electronic format based on the Rules on Document
Management, after classifying according to level of confidentiality.
2. Directors may access these documents and records at any time.

c) Rules and other systems for managing risk of loss (Risk Management System)
1. Appropriately manage a host of potential risks in the Company’s business activities through the establishment of internal rules
and a response system.
2. Give utmost priority to the appropriate handling of personal information, appoint a person in charge of personal information
protection, and make efforts to minimize the risks associated with the management of personal information by establishinginternal rules centered on a set of basic regulations for the protection of personal information.
3. Reduce information security risks by appointing a chief information officer with responsibility and authority for information
security risks and risk management and establishing rules on management of information systems.
4. Directors immediately report to the Audit & Supervisory Committee in the event of any kind of risk arising that may cause amajor loss to the Company.

d) System to ensure that the duties of the directors are being carried out efficiently (System for Securing Efficiency)
1. Hold regular meetings comprising directors once a month and convene extraordinary meetings as needed in accordance withlaws and regulations, the Articles of Incorporation, and the Rules on the Board of Directors in order to audit the status ofbusiness execution by discussing and making decisions on important matters, and receiving reports from executive directors.
2. Establish a suitable and efficient decision-making system through developing internal rules such as the Rules on the Board of
Directors, and clarifying areas of respons bility and authority.

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English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

e) System to ensure the properness of business operations of the corporate group composed of the Company and its subsidiaries(Internal Control of Corporate Group)
1. The Company and its subsidiaries, etc., which comprise the Sansan Group, have held up a policy to carry out appropriate
corporate activities based on high ethical standards and to comply with their respective corporate philosophy and code of
conduct as well as applicable laws and regulations and internal rules, such as the Articles of Incorporation, and endeavor todevelop fair and responsible business to contribute to sustainable growth of the Sansan Group.
2. As the basic policy for involvement in management of its subsidiaries, the Company has established the Rules on
Management of Subsidiaries and maintains a system in which group governance can function, such as concluding business
management agreements with the subsidiaries pursuant to said regulations.
3. The Internal Auditing Department implements regular audits in order to verify if the business operations of the Company andits subsidiaries are in compliance with laws and regulations, the Articles of Incorporation, internal rules, and other regulations.

f) Internal control system for financial reporting (System to ensure properness of financial reporting)
1. In order to secure the properness of financial reporting of the Company and its subsidiaries, the Company develops andappropriately operates internal rules, including the Basic Policy on Internal Controls Related to Financial Reporting, based on
the Financial Instruments and Exchange Law and other laws and regulations in Japan and overseas that apply to the Company
and its subsidiaries.
2. Develop and operate a monitoring system for financial reporting and establish a system for timely and appropriate reportingwhen internal control system problems or defects are identified through the monitoring system.
3. In terms of information infrastructure, make effective and efficient use of the internal control system for financial reporting andrespond appropriately with respect to General Control and Application Control.

g) Matters related to the Office that assists the duties of the Audit & Supervisory Committee.
Matters related to the independence of members of that Office and matters on ensuring the practicability of instructions to thosemembers (Establishing an Office and Office member for the Audit & Supervisory Committee), (Independence of the Office for the
Audit & Supervisory Committee), (Ensuring practicability of instructions to the Office of the Audit & Supervisory Committee).
1. Establish an Office under the direct control of the Audit & Supervisory Committee and designate an Office member to assist
the duties of the Committee’s members on a full-time basis.
2. The supervisory authority over that Office member is to belong exclusively to the Audit & Supervisory Committee and theappointment, transfer, performance evaluation, disciplinarian action, and other matters regarding the member require theapproval of, and prior notification to, the Audit & Supervisory Committee.

h) System for submitting reports to the Audit & Supervisory Committee, which includes the system for directors and employees toreport to the Audit & Supervisory Committee
1. Directors and employees shall promptly inform the Audit & Supervisory Committee of any matter that may have a significant
impact on the Company and the implementation status of internal audits as well as legal matters, and provide necessary reports
and information in response to requests from the Audit & Supervisory Committee.
2. Formulate rules for a Whistle-Blower System and ensure the operation of an appropriate reporting system based on the19English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

stipulations of the Whistle-Blower System. The Company shall not treat any director or employee unfavorably on the basis of
said director or employee using the System to give a report to the Audit & Supervisory Committee.

i) Other: Systems for ensuring the effectiveness of audits by the Audit & Supervisory Committee (Systems for ensuring theeffectiveness of audits by the Audit & Supervisory Committee)
1. The CEO shall meet regularly with the Audit & Supervisory Committee and Accounting Auditor to exchange of opinions andcommunicate effectively.
2. The Audit & Supervisory Committee shall meet regularly with the Accounting Auditor, cooperate with the Internal Auditing
Department, and exchange information at all times.
3. Payments of costs incurred in the process of executing the duties of the Audit & Supervisory Committee Member shall be
addressed upon a request for payment.

2. Basic Views on Eliminating Anti-Social Forces
a. Basic Views on Eliminating Anti-Social Forces
The Company shall conduct fair and responsible corporate activities by the formulation of its Basic Policy on Eliminating Anti-Social
Forces and its dissemination inside and outside the Company as well as the securing and maintaining of a compliance systemthrough the development and operation of all internal rules.

b. Status of the Company’s preparedness for the elimination of antisocial forces(a) Status of the preparedness of internal rules
All executives and employees of the Company shall comply with the Basic Policy on Eliminating Anti-Social Forces and otherinternal rules and establish a system to promote the elimination of such forces.
Additionally, by establishing Detailed Rules on Investigations into Anti-social Forces for Sales Management and Detailed Rules onExternal Procurement Transactions as operational rules, the Company has built a system for preventing transactions with
anti-social forces.

(b) Special department with responsibility for countermeasures in relation to anti-social forces and person responsible for theprevention unreasonable demands
The Company has established the following system for responding to antisocial forces.
1. Person with overall responsibility: Executive in charge of General Affairs & Legal
2. Division with overall responsibility: Legal Team
3. Responding division: The department dealing with that business partner(c) Method for addressing the elimination of anti-social forces
i. New business partners, shareholders, and executives
As a general principle, the Company uses a private sector tool to ascertain whether or not new business partners, shareholders,and executives have relationships with anti-social forces.
At the commencement of business, the Company inserts a wording in all contracts in which the partner guarantees that they20

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

have no relationship with anti-social forces, and a contract cancellation clause to be invoked in the event that the partner does
have such relationship.
ii. Existing business partners
Using a price sector investigative tool, the Company carries out checks on all existing business partners to ascertain whether or
not they have relationships with anti-social forces. In addition to taking the usual precautions, the Company also implements
investigations and checks to a certain extent.
iii. The Company has a system for dissolving relationships with existing business partners if it comes to light that they are
anti-social forces or are suspected of being such forces.

(d) Status of cooperation with external specialist organizations
The Company continuously studies the importance of eliminating anti-social forces through external lectures and seminars.
Additionally, the Company has established cooperative ties with the police, the Center for Removal of Criminal Organizations, andlegal counsel.

(e) Status of efforts to gather and manage information related to anti-social forces
The Company consolidates information on anti-social forces with the responsible division, thereby centralizing the gathering andmanagement of information.

(f) Implementation status of training activities
On joining the Company, new employees submit a written pledge confirming that they have no relationships with anti-social forces
and the Company explains the importance of eliminating anti-social forces.

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