Basic Corporate Governance Policy
MTI’s Management Philosophy■ Mission
MTI will contribute to creating a future society leveraging the potential of future mobile terminals.
■ Vision
Getting ahead of the times that are changing every moment, and creating services in response to theneeds of the times — we believe that this way of working is important for creating a society wherecustomers can live more freely in ways they like.
We wish to continue leading daily life with our customers as their closest partner. Moving forward,
we aspire to bring about innovations to make a rapidly changing world more convenient.
Making the world, a step forward.
MTI Group contributes to building a brighter future for world.
Basic Views on Corporate Governance
MTI’s key management priorities include the establishment of a sound and highly transparent
management structure, and the creation of systems to support timely, appropriate decision-making
in response to a changing business environment.
One of the measures introduced with the aim of achieving these goals was the adoption of a oneyear term of office for directors. This has added a sense of urgency to the management environment,
since directors are required to earn the confidence of shareholders every year. We are also working
to strengthen and consolidate our compliance systems.
In accordance with our IR policy, we provide timely and accurate disclosure of information
including financial results and other key management data. We also emphasize two-way
communication with all stakeholders to enhance management transparency and build relationshipsof trust with market participants.
In accordance with the basic approach described above, we have developed the following basic
corporate governance policy for the purpose of consistently pursuing the optimal corporate
governance and making continual improvements. In doing so, our aim is to achieve our management
philosophy and earn the trust of shareholders and other stakeholders through efforts for sustained
growth and the enhancement of corporate value over the medium to long terms.

1. Ensuring shareholder rights and equality(1) Recognizing that general meetings of shareholders are opportunities for dialogues withshareholders, MTI shall emphasize the viewpoint of shareholders and strive to develop aconducive environment for shareholders to exercise their rights equally and appropriately.
(2) MTI shall schedule hours, days, venues, etc. of general meetings of shareholders to ensure thatas many shareholders as possible can attend the meetings and that their intentions are betterreflected in its business management. It will also dispatch convocation notices early to ensure asufficient period for consideration. MTI shall also publish the content of the notices
electronically, including on TDnet and its website prior to dispatch.
(3) MTI shall determine basic policies for shareholder returns, including the distribution of surplus.
(4) With regards to changes of control, capital strategies that will likely result in dilution (including
capital increases and management buyouts) and anti-takeover measures, MTI’s Board of
Directors and Audit & Supervisory Board Members shall examine the need and reasonablenessthereof from the viewpoint of fulfilling the fiduciary responsibility to shareholders, ensure
appropriate procedures and provide sufficient explanations to shareholders.
(5) In conducting transactions with its officers, major shareholders and similar parties (related partytransactions), MTI shall obtain the prior approval of the Board of Directors regarding each suchtransaction and report on the results of the transaction to the Board in accordance with theprovisions of the Rules of the Board of Directors.
(6) MTI shall hold shares that are deemed necessary for improving its corporate value, bycomprehensively taking into consideration the strengthening of its relations with partners invarious industries and the promotion of collaboration with them, among other factors. With
regards to major strategic shareholdings, MTI shall regularly report to the Board of Directors
on the performance of its portfolio companies, the purpose of such shareholding and situations
concerning achieving the purpose, etc. MTI shall exercise its voting rights as a shareholder fromthe perspective of sustained growth and the enhancement of the corporate value of the portfolio
companies and MTI over the medium to long terms.
2. Appropriate cooperation with stakeholders, other than shareholders(1) Appropriate cooperation with stakeholders
Recognizing fully that sustained growth and the enhancement of corporate value over themedium to long terms are the results of resource provision or contributions from customers,
business partners, creditors, employees, local communities and other stakeholders, MTI shallendeavor to appropriately cooperate with these stakeholders. The Board of Directors shall
exercise leadership in efforts to foster a corporate culture and climate that respect the rights andstandpoints of these stakeholders and promote sound ethical business practice.

(2) Tackling sustainability-related issues
MTI shall actively focus on sustainability issues, especially social and environmental issues,and solve social issues through its activities. It will also disclose details of such issues on its
website and via other means.
(3) Promotion of diversity
MTI shall respect diverse viewpoints and values that reflect different experiences, skills andcharacteristics, and shall promote the creation of environment in which diverse human resources
can fulfil their potential.
(4) Internal reporting system
MTI shall formulate rules concerning internal reporting, and shall establish a compliancehelpline for employees to directly provide information about questionable behavior and othermatters governed by laws and regulations. If officers or employees of the MTI Group are foundto have engaged in behavior which might be in breach of laws and regulations, MTI shall takeappropriate action according to the gravity of reports. MTI shall also collaborate with the various
business units of the MTI Group to formulate prevention recurrence measures and shall raiseawareness of these measures across the group.
3. Appropriate information disclosure and ensuring transparency
MTI shall disclose important management information, positive or negative, in a proactive, timelyand appropriate manner.
4. Responsibilities of the Board of Directors, etc.
(1) Roles of the Board of Directors
The Board of Directors recognizes that establishing corporate objectives (such as the management
philosophy) and providing strategic directions is one of its major roles and responsibilities and shallengage in constructive discussions on specific management strategies, medium- to long- term
management plans and other areas. The strategic directions described above shall be taken into
account in decision-making regarding the execution of important business operations. Any parts ofthe medium- to long- term management plans that are not achieved shall be analyzed to identify thecauses. Results of the analysis shall be explained to shareholders and reflected in plans for the next
fiscal year and thereafter.
(2) Credentials of Directors and Statutory Auditors and procedures for selecting candidates
Directors and Audit & Supervisory Board Members shall be appointed from among those who haveexcellent character and a high sense of ethics, as well as the knowledge, experience and capabilities
required to create corporate value over the medium to long terms, and who can appropriately
perform their roles and fulfill their responsibility. One or more Audit & Supervisory Board Members
shall be appointed from among those who have appropriate knowledge about financial affairs andaccounting. Director candidates shall be elected at a meeting of the Board of Directors, and Audit& Supervisory Board Member candidates shall also be elected at a meeting of the Board of Directors
upon obtaining the consent of the Audit & Supervisory Board.
(3) Boardroom diversity
The Board of Directors shall elect Directors by paying attention to boardroom diversity, including
in terms of gender, nationality, career history and age, and the optimal size of the Board in order toensure that that Board as a whole is equipped with knowledge, experience and capabilities in abalanced manner and performs its roles and responsibility effectively.
(4) Size of the Board of Directors
As stipulated in the Articles of Incorporation, the quorum of Directors shall not exceed ten persons.
(5) Independent Outside Directors
Based on the objective of enhancing the supervisory function of the Board of Directors, one-thirdor more of the Directors shall be Independent Outside Directors in accordance with the Criteria forDetermining Independence of Outside Officers adopted by the Board of Directors. IndependentOutside Directors shall have the roles described below, among others.
・Advice from the viewpoint of sustained growth and the enhancement of corporate value over themedium to long terms
・Management supervision through involvement in the appointment of officers and important
decision-making
・Supervision of conflicts of interest between the Company and its officers and reflection ofstakeholders’ opinions(6) Involvement of and advice from outside experts regarding the appointment of Directors
The Board of Directors shall establish a Nomination and Remuneration Committee which consistsof a majority of external parties such as outside officers or outside experts and shall ensuretransparency and fairness through the involvement of and advice from outside experts.
Approach to the independence of the Nomination and Remuneration Committee, as well as Its
authority and role・The Nomination and Remuneration Committee is comprised of a majority of external experts
such as outside officers or outside experts, to ensure transparency and fairness.
・Upon consultation by the Board of Directors, the Nomination and Remuneration Committee
considers and reports on proposals on a range of matters, including the policy and criteria forthe election and dismissal of Directors, the structure of Directors' compensation and the policy
for determining compensation, and succession planning.
(7) Training successors of President (Chief Executive Officer) and selection thereof
MTI shall develop training programs for successors to the President, and the Board of Directors
shall supervise the implementation of said programs.
(8) Compensation for Directors and Audit & Supervisory Board Members
Taking into account the work responsibilities assumed by Directors for the improvement of MTI’s
business performance in each fiscal year and the enhancement of corporate value over the mediumto long terms, compensation for Directors shall consist of basic compensation, bonuses(performance-based compensation) and stock compensation. Outside Directors shall be paid fixedamounts of compensation that will not fluctuate with MTI’s business performance. The policy for
determining the details of such compensation shall be determined by the Board of Directors basedon the content of a report by the Nomination and Remuneration Committee. The specific details of
the compensation of each individual Director shall be determined by the Board of Directors basedon the content of a report by the Nomination and Remuneration Committee.
Compensation for Audit & Supervisory Board Members shall be limited to fixed-amountcompensation that will not fluctuate with MTI’s business performance and shall be determinedthrough discussions among Audit & Supervisory Board Members.
(9) Management of the Board of Directors.
MTI's Board of Directors shall make important decisions on the execution of business. TheCompany shall balance decision-making and supervisory functions by reflecting the opinions ofexecutive Directors whilst at the same time enhancing checks and balances among Executive
Directors and supervision by the Outside Directors. The Company shall also delegate to Executive
Directors and others the authority to make decisions on certain matters relating to businessexecution such as investment finance, capital contributions, personnel affairs, organizationalchanges and regulations, from the viewpoint of speeding up decision-making. More specifically, theRules of the Board of Directors and the Rules for Administrative Authority (administrative authority
criteria and list of matters concerning bottom-up decision-making systems) shall clearly provide forthe authority of decision-making bodies and decision-makers, in terms of decision-making,approval, deliberations, etc. The agenda, deliberation schedule and frequency of holding meetingsof the Board of Directors shall be determined to ensure the necessary and sufficient discussions fordetermining the execution of important business operations and supervision of business execution.
In addition, schedules for holding Board meetings and expected agenda thereof shall be determinedin advance by taking into consideration the time required for advanced preparation by theparticipants in such meetings, in order to facilitate constructive discussions and dialogues at themeetings.
(10) Meetings consisting only of Independent Outside Directors
MTI shall hold meetings consisting only of Independent Outside Directors as necessary, to promote
the exchange of opinions and shared awareness.
(11) Performance evaluation of the Board of Directors
The Board of Directors shall conduct an annual analysis and evaluation of the overall effectivenessof the Board of Directors and a summary of results of the evaluation shall be publicly announced
every year.
(12) Collecting information and support system
If a Director requests a relevant division to provide information or materials pertaining to fulfilling
his/her duties, the division shall provide such information or materials based on the request, asappropriate.
(13) Training for Directors and Audit & Supervisory Board Members
MTI shall provide Directors and Audit & Supervisory Board Members, including Outside Directorsand Outside Audit & Supervisory Board Members, opportunities to acquire knowledge about its
business, financial affairs, legal affairs, organizations and other matters concerning corporatemanagement.
5. Dialogues with shareholders
MTI shall separately establish and publicly disclose its IR policy concerning the development ofsystems and initiatives for promoting constructive dialogues with shareholders.
6. Revision or abolition of the Policy
The revision or abolition of the Policy shall be implemented by resolution of the Board of Directors.