Corporate Governance
Last Update: June 24, 2024
Kosuke Kiyokawa, CEO

COPRO-HOLDINGS. Co., Ltd.
Securities Code: 7059
https://copro-h.co.jp/en/
Contact: Takashi Matsuda, Executive Officer,
Manager of Corporate Planning OfficeTel.:+81-52-589-3065
The corporate governance of COPRO-HOLDINGS. Co., Ltd. (the “Company”) is described below.

I. Basic View on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information
1. Basic View
In order to clarify the management’s responsibility and accountability toward shareholders, customers,
employees, and other stakeholders, and maximize corporate value, we work to ensure transparency andcompliance in management and business operations, while at the same time promoting more efficientmanagement. Through these initiatives, we seek to further enhance corporate governance.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code][Supplementary Principle 3.1.3: Sustainability Initiatives, etc.]- Basic Policy for Sustainability Initiatives Recognizing that people are assets, we consider human resources to be "human capital". We believe that
expanding and utilizing the possibilities of employees, including dispatched temporary staff engineers, willfurther enhance the competitiveness of the company and improve its corporate value. In addition to training
programs and career advancement support, we are enhancing the system for employee benefits. In the mediumterm business plan, at the same time that we are aiming for sustainable growth by providing unique value
through the "Technician Support Platform", we are contributing to the realization of a sustainable society.
- Sustainability Initiatives –(i) GovernanceAt our Company, sustainability issues, including dealing with climate change, will be deliberated and examinedby the Risk Management Committee in the future. The Risk Management Committee is chaired by the president
and representative director and is composed of full-time directors and full-time corporate auditors of theCompany and its subsidiaries, as well as the general manager of the Company's legal affairs department. In
principle, it meets once a year.
In addition, when the Risk Management Committee deliberates on important matters related to sustainability
issues, including dealing with climate change, the chairman of the committee reports to the board of directors
on such matters. Necessary reports, deliberations, instruction, and supervision are conducted by the board of
directors, which ensures the appropriate implementation of important matters related to sustainability issues,
including dealing with climate change.
(ii) Risk Management
The Group recognizes that the direct impact of climate change will be insignificant because it does not need toown land or production facilities for business operations. However, the government's introduction of a carbon
tax, renewable energy policies, and advances and innovations in next-generation environmental technology may
impact the technology of customers. As a result, customer needs towards the Group will change, and if theGroup is unable to respond to such changes in customer needs, the Group's business performance may besignificantly affected.
In addition, we will use the recommendations of the “Task Force on Climate- Financial Disclosures (TCFD)”
as a benchmark to verify the appropriateness of the Group's response to climate change, and we will takeadvantage of growth opportunities and respond to risks in order to achieve sustainable growth.
At our company, the identification, evaluation, and management of sustainability issues, including our response
to climate change, will be handled by the Risk Management Committee in the future. Our specific sustainability
initiatives are disclosed in the "Sustainability" section of our website.
(https://www.copro-h.co.jp/sustainability/)1

-Initiatives for Human Capital(i) Our Group's View on Human Capital Management
Since its founding, the Group has been striving to foster an organizational culture that places the utmost
importance on human capabilities, and we have promoted management that focuses on people, from ourmanagement philosophy to our business strategy. In addition, in the Medium-Term Management Plan, “COPRO
Group Build the Future 2027” announced in May 2022, our purpose is defined as - The Best “Work Style.” TheBest “Workers.” We strive to continuously improve corporate value by respecting people and maximizing theirpotential. In the future, the Group will expand the disclosure items related to human capital and, at the sametime, regard this as an opportunity to reaffirm the importance of human capital, and we aim to further improve
our corporate value. In addition, we will continue to work on management that revitalizes people and ourorganization, such as monitoring human resource strategies and creating an environment where diverse
individuality can be demonstrated.
(ii) Overview of Initiatives for Human Capital Management
In order to promote human capital management, we believe that both a policy of human resource development
and a policy of creating an environment in which each individual can continue to be autonomous and take onchallenges is indispensable as an unwavering focal point.
In addition, as a policy for the future of the Group, we will once again focus on reforming our organization andhuman resources in order to further improve human capabilities and strengthen our organizational capabilities.
We will also aim to achieve corporate growth through constructive dialogue with stakeholders by clarifying
specific guidelines and measures for implementation.
(a) Regarding Our Human Resource Development Policy, Including the Ensuring of Diversity“Development of human resources who can think and act on their own, and who can create diverse value.”
The average age of our management staff is 30.3 years old, which is younger than the industry standard.
Against this background, training (excluding for new graduate employees), has mainly focused on management
skills and problem-solving skills, which are the foundation of business execution. From May 2022, we havebeen cultivating a culture in which women can play an active role, such as incorporating new careeradvancement training for women.
For technical employees, to ensure that new graduates and mid-career professionals who have no prior industry
experience can begin their career as engineers with peace of mind, we are moving forward with theestablishment of training programs dedicated to specialization in their respective fields. In particular, under our
Medium-Term Management Plan “COPRO Group Build the Future 2027” (from FYE2023 to FYE2027), as thecore of its management strategy, the Group, which dispatches temporary staff, is promoting the building of the“Technician Support Platform” that actively supports engineers and technicians in forming their career paths.
We will aim to build a business model for new graduates and inexperienced people who can gain long-term
experience with peace of mind and with an eye on their futures as engineers.
(Main Guidelines for the Human Resource Development Policy)
Item: Increasing the number of training participants.
Details: Increasing the number of employees participating in training.
Current status: Percentage attending is 41.0% *1.
Target: Percentage attending 60% (FYE2026).
*1 - Percentage of employees who participated in training among those who were employed in FYE2024.
(b) Regarding the Policy to Improve Our In-House Environment“Developing an environment where each employee can have a sense of purpose, and where they can work
energetically.”
The Group believes that it is important for each and every employee to be physically and mentally healthy andto work with a feeling of motivation. For this reason, in addition to promoting the health of our employees,
including health management, we are working to create an in-house environment where it is easy to work basedon a human resource strategy that focuses on the “work environment” and “motivation.”In the future, while promoting further improvements in the working environment by doing such things aspromoting DX and reducing overtime work hours, we will also focus on improving employee engagement andreforming internal systems as we strive to create an organization that pursues being a place where it is easy towork and motivating.
(Main Guidelines for Improving Our In-House Environment)
Item 1: Promoting work-life balance.
Details: Reducing overtime work hours.
Current status: Monthly average overtime work hours 19.9h *2.
Target: Monthly average overtime work hours 17.5h (FYE2026).
Item 2: Improving engagement.
Details: Establishing and improving engagement benchmarks (planned) *3.
Current status: Target: Positive response rate of 60% (FYE2026).
*2 - FYE2024 results2*3 - Planning to measure items related to job satisfaction.
In addition, the Group's efforts to invest in human capital are disclosed in the following Supplementary
Principle 2.4.1 and in the above "Sustainability" section of the Company's website.
- Investment in Intellectual Property, etc. The Group actively utilizes IP (intellectual property such as characters) in advertising activities, etc.
Recognizing that the protection and utilization of intellectual property is one of the important factors for thesustainable growth of the Group and the enhancement of our corporate value, we strive to appropriately protect
the intellectual property rights that are the assets of the Group, and respect the intellectual property rights ofthird parties.
- Responding to Climate Change Risk and Disclosure Based on the TCFD Framework Our risk management committee considers how climate change risk will specifically affect the Group's
management strategy, both in terms of risks and opportunities. They consider countermeasures for the identified
risks and create a report system for the Board of Directors.
We will use the TCFD recommendations as a benchmark to verify the suitability of our climate change
response, and for sustainable growth, we will take up growth opportunities and deal with risks. At present, someitems are still under consideration and some items may take multiple years to deal with, but we will continue toconsider orderly information disclosure from the details of our efforts.
[Supplementary Principle 4.1.3: Succession Plan for the CEO]The Company does not formulate a successor plan for the chief executive officer (CEO) at present. Regarding
the formulation of a successor plan for the president, considering the qualities such as experience, ability, andcharacter that the chief executive officer should have, the nomination and compensation committee will
deliberate and consider so that the most suitable successor can be selected according to the business situationand issues to be dealt with.
[Principle 4.11: Prerequisites for Ensuring Effectiveness of the Board of Directors and Board ofAuditors]
Of the Company’s directors, one outside director is a certified Labor and Social Security Attorney, and he isequipped with the well-balanced knowledge, experience, and capabilities to effectively fulfill that role and those
responsibilities. The other outside director has extensive experience and insight as a manager, and provides
advice on decisions concerning management matters, supervision of the execution of duties, and other matters,
based on his experience. Currently, we have not appointed any female or foreign directors, but in the future, thenomination and compensation committee will deliberate and consider structuring things in a way that
accommodates diversity and optimal capacity, including gender, internationality, work history and age.

[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1.4: Cross-Shareholdings]
The Company does not have any cross-shareholdings at present. If we do invest in cross-shareholdings in listed
stocks in the future, we will disclose our policy on cross-shareholdings, including our policy and views on
reducing cross-shareholdings.
[Principle 1.7: Related Party Transactions]
The Company defines related parties in the transaction management regulations for related parties. When
conducting transactions with such parties as officers and major shareholders, procedures are stipulated
depending on the importance and nature of the transactions, such as conducting transactions by a resolution of
the Board of Directors after deliberation and consideration by a Special Committee, and with regards toimportant transactions, disclosing them in accordance with the laws and ordinances.
[Supplementary Principle 2.4.1: Ensuring Diversity in the Assignment of Core Human Resources]- The Approach to Ensure Diversity The Group promotes diversity in human resources, working styles and employment.
With having the best ""working style"" and the best “workers” as our purpose, we are promoting diversity
through the following three measures.
(i) Promoting the advancement of women.
(ii) Promoting and actively supporting the employment of global human resources.
(iii) Appointing managers with consideration for a balance between hiring mid-career professionals and hiring
new graduates.
- Independent and Measurable Goals for Ensuring Diversity(i) Promoting the advancement of women.
In addition to resolving the social problem of human resource shortages in the construction industry, and inorder to improve our corporate value, the Group considers the advancement of women as an important
issue, and we have been working on establishing a system to support and balance between work and family,
and enhancing employee benefits. While the percentage of female employees working in the constructionindustry is 18% (*), about 30% of our technical employees are female, and they are active at the companies
that we dispatch them to. (*From the 2015 “Labor Force Survey” by the Ministry of Internal Affairs andCommunications.)3

As of March 31st, 2024, the percentage of women in managerial positions in the Group is 5.9%
(department heads or above, the same applies hereinafter), but based on laws to promote the advancementof women and to support the raising of the next generation of children, the following two numerical targets
have been set in the general business owner action plan. We will work to create a working environment sothat both men and women can work with job satisfaction and can easily balance their work and private
lives.
[Numerical Target 1] By November 30, 2024, when the period of the action plan ends, the ratio of womenin managerial positions shall be 20% or more.
[Numerical Target 2] By November 30, 2024, we will indirectly promote the advancement of women bygetting 50% or more of male employees to take child-care leave, and by setting the average period forchild-care leave to one month or more.
(ii) Promoting and actively supporting the employment of global human resources.
The Group is promoting the recruitment of foreigners residing in Japan. As of March 31st, 2024, there are
72 foreign employees, or 2.7% of all employees and we will further promote recruitment.
As of April 1st, 2024, the Group does not have any foreign managers, but we will promote the hiring of
foreigners, and set the goal to train one or more foreign managers by the end of March 2025.
(iii)

Appointing managers with consideration for a balance between hiring mid-career professionals and hiring
new graduates.
In the Group, about 80% of managers are mid-career hires. Since a sufficient number have already been
secured, we have not set any specific numerical targets for the promotion of mid-career hires to managerial
positions.
Since April 2012, we have been hiring new graduates. While considering the balance with mid-career hires
in terms of diversity, we will promote the training and appointment of new graduate hires as managers.
- Human Resource Development Policy and Internal Environment Improvement Policy for Ensuring Diversity
and the Status of Implementation At the human resources headquarters of COPRO-HOLDINGS and its subsidiaries, we have set up dedicateddepartments for personnel system reform, recruitment, education and career development support, and areworking to create an environment in which diverse human resources can play an active role.
In terms of promoting the advancement of women, we have set up a life event support point-of-contact for
employees who have taken maternity or child-care leave. Once a month, they send out information to sharepolicies and changes in the internal environment to foster a sense of belonging, and provide counseling tosupport returning to work.
In addition, for mid-career hires, we hold career interviews at the end of their first year at the company, confirm
the retention rate in the workplace, conduct interviews about future career development and work activities, andprovide retention support.
In the future, we will gradually expand such efforts to foreign employees. For human resources who havevarious values, in addition to providing opportunities for employment and advancement, we also supportbalance with work when various life events occur.
[Principle 2.6: Roles of Corporate Pension Funds as Asset Owners]
The Company has not introduced a corporate pension system. If one is introduced, we will strive to promote andassign human resources with the expertise to manage and operate the corporate pension of the Company
appropriately. We will also endeavor to properly manage conflicts of interests that arise between corporate
pension beneficiaries and the Company.
[Principle 3.1: Full Disclosure](i) The Company’s vision (corporate philosophy) is explained on our corporate website underCompany>Corporate Philosophy(https://www.copro-h.co.jp/en/company/vision/).
Our management strategy is explained on our corporate website under IR> Management
Policy>Management Plan
(https://www.copro-h.co.jp/en/ir/management/strategy.html).
In addition, we have formulated the five-year medium-term business plan "COPRO Group Build the Future2027" which will start in FYE2023 (from FYE2023 to FYE2027). Regarding performance targets, basic
policies regarding business portfolios, growth strategies, and various measures to realize the value
proposition of the "Technician Support Platform” that the Group aims for, it is all disclosed in the"Medium-Term Management Plan" in the IR information section of our corporate website.
(https://www.copro-h.co.jp/en/ir/management/mid.html)(ii) Our basic view on corporate governance is explained on our corporate website under Sustainability>
Corporate Governance>Fundamental Policies(https://www.copro-h.co.jp/en/sustainability/cg/basic.html).
(iii) The principles and purpose of the compensation system for the Company’s directors are to provide
compensation that helps secure outstanding human resources and is appropriate to the role and scope of4

responsibilities of each director. Our basic policy is to motivate directors to enhance corporate value andachieve sustainable growth.
As the procedure for determining the remuneration of the directors of the Company, the purpose is toensure the independence and objectivity of the function of the Board of Directors related to the
remuneration of the directors and to strengthen accountability. A discretionary nomination andcompensation committee has been set up as an advisory body to the Board of Directors, and decisions are
made by the Board of Directors after deliberation and consideration by the nomination and compensationcommittee.
(iv) Regarding the policies and procedures for the appointment and dismissal of directors and the determinationof the future management system, decisions are made by the Board of Directors after mutual evaluation by
the directors, and deliberation and consideration by the nomination and compensation committee. The
criteria for appointing directors are listed below:
・ Directors shall possess extensive experience and knowledge in each area, the capabilities and qualities
needed to be a manager, and a broad perspective on global management.
・ Outside directors shall possess broad knowledge and experience, a sufficient record in their area ofexpertise, and must satisfy the standards of independence as an independent officer to strengthen the
management supervisory function.
・ Auditors shall possess knowledge and technical skills in operating audits, including accounting audits.
・ Outside auditors shall possess extensive expertise and experience in finance and accounting, corporate
management, and other areas, and must satisfy the standards of independence as an independent officer
to further strengthen the impartiality of the audit system.
The criteria for dismissal are as follows:・ When a director or auditor is involved with anti-social forces; has notably obstructed the performanceof duties; has violated laws and regulations, the Articles of Incorporation, or Company rules; orengaged in similar acts(v) When nominating candidates for the positions of director and auditor, the Company discloses an
explanation of each nomination in the reference materials provided for the General Meeting of
Shareholders.
(https://www.copro-h.co.jp/en/ir/upload_file/m006-m006_06/NoticeofConvocationAnnualGeneralMeeting2022.pdf)[Supplementary Principle 4.1.1: Role and Responsibilities of the Board of Directors (1)]The Company’s Board of Directors complies with the Articles of Incorporation and laws and regulations, andspecified Rules on the Board of Directors for discussing matters in Board of Directors meetings. As a body
responsible for making decisions that can respond rapidly to a changing business environment, the Board of
Directors has established a system for supervising the execution of duties and strives to make decisions
impartially.
The Rules on Meeting Types also specify the Medium-term-Management-Plan Monitoring Meeting that fulltime directors and full-time auditors attend. In these meetings, matters referred to the Board of Directors arecarefully examined, and matters related to the promotion and progress of the medium-term management plan,management strategies, and matters concerning the overall policy on execution of duties and risk management
are discussed.
The scope of delegation to management (directors) is specified in the Rules on Division of Duties, the Rules on
Responsibilities and Authority, and the Matrix on Administrative Authority in the addendum to the Rules on
Responsibilities and Authority. Duties are performed according to the division of duties and administrative
authority granted to the division in charge of each area.
[Principle 4.9: Independence Standards and Qualities of Independent Outside Directors]
The Company adheres to the standards of independence specified in the Companies Act and by Tokyo Stock
Exchange, Inc. in appointing outside directors.
[Supplementary Principle 4.10.1: Utilization of Discretionary Mechanisms]
We are a company with a board of corporate auditors, and although the number of independent outside directors
has not reached the majority of the board of directors, we have appointed two independent outside directors. In
addition, the Company has established a nomination and compensation committee consisting of two
independent outside directors and two independent outside corporate auditors. The nomination of candidates for
directors and the remuneration of directors are decided by a resolution of the Board of Directors after
deliberation and consideration by the nomination and compensation committee from an independent andobjective standpoint. Specifically, the following matters are deliberated by the nomination and compensationcommittee in response to a consultation from the Board of Directors, and are reported to the Board of Directors.
▪ Matters concerning the appointment and dismissal of directors and corporate auditors.
▪ Matters concerning the selection and dismissal of representative directors and executive directors.
▪ Basic policy regarding remuneration for directors and matters related to the remuneration system, etc.
▪ Matters concerning the amount of individual remuneration for directors.
▪ Matters concerning successor planning (including training).

5▪ Other matters deemed necessary by the Board of Directors regarding the nomination and remuneration of
directors, etc.
While the majority of members of the nomination and compensation committee are not independent outside
directors, since all the members are independent outside officers, we believe that the independence andobjectivity from the management team are ensured.
[Supplementary Principle 4.11.1: Disclosure of the Balance, Diversity, and Size of the Entire Board of
Directors and the Skill Matrix of the Directors]
In order to enhance the substance of discussions by the Board of Directors, the articles of incorporation limit the
number of directors to 10 or less. We also appoint independent outside directors and independent outside
corporate auditors, and work to maintain management transparency and soundness. Currently, there are five
directors, two of whom are outside directors.
Directors from within the company are appointed from executives in each function such as sales, recruitment
and education. As a policy of appointing outside directors and outside corporate auditors based on their
expected expertise in major management issues and corporate management experience at other companies, weensure a balance of knowledge, experience and abilities for the Board of Directors, as well as diversity andappropriate scale.
The policies and procedures regarding the appointment of directors are as described in Principle 3-1 (iv) above.
The so-called skill matrix, which details the knowledge, experience, and abilities of each director, is listed on
page 15 of the notice of convocation for the 18th Ordinary General Meeting of Shareholders of the Company.
(https://www.copro-h.co.jp/ir/upload_file/m006-m006_06/copro1.pdf)[Supplementary Principle 4.11.2: Prerequisites for Ensuring Effectiveness of the Board of Directors andBoard of Auditors]
The main concurrent positions held at other companies in addition to the position of director in the Company
are disclosed and explained in the reference materials provided for the General Meeting of Shareholders.
(https://www.copro-h.co.jp/ir/upload_file/m006-m006_06/copro1.pdf)[Supplementary Principle 4.11.3: Analysis and Evaluation of Prerequisites for Ensuring Effectiveness of
the Board of Directors and Board of Auditors, and its Summary]The effectiveness of the Board of Directors is evaluated once a year to ensure more effective Board of Directors
meetings. All directors and auditors who participate in Board of Directors meetings complete a survey on thestatus of operation and functioning to evaluate the Board of Directors and reflect the opinions of all meeting
participants. The Company discloses the summary results of such surveys.
The Company analyzes and evaluates the effectiveness of the Board of Directors from the FYE March, 2024.
The Board of Directors discusses issues to further enhance the effectiveness of the Board of Directors.
The process, contents, and results of the effectiveness evaluation of the meeting, and future tasks are as follows.
＜Process of the effectiveness evaluation>- Conducting a questionnaire survey for all directors and corporate auditors on the meeting- The Board of Directors evaluates the results of the questionnaire. The summary of the evaluation results ismade public in the Corporate Governance Report.
＜Evaluation of the effectiveness of the Board of Directors, FYE March, 2023>
The Company conducted the questionnaire mainly in the following four areas: (1) Composition of the Board of
Directors, (2) Operation of the Board of Directors, (3) Agenda of the Board of Directors, and (4) Supporting
Structure of the Board of Directors
In principle, the questionnaire includes items for fixed-point observation. It is updated with items to be
improved in the next and subsequent questionnaires based on the evaluation results as well as items in regards
to social and in-house issues.
＜Evaluation results of FYE March, 2024 and future tasks>- Evaluation Results
The Company confirmed that the effectiveness of the Board of Directors has been ensured.
- Future Tasks
Creation of a succession plan for CEO and increase in education and training opportunities for board members.
[Supplementary Principle 4.14.2: Training for Board of Directors and Board of Auditors]
To facilitate smooth and appropriate performance of duties by directors, members of executive management
provide explanations of the Company’s business, finances, and organization, as well as information on industry
trends and other relevant information. The Company also plans to provide officer training twice or more a year
on topics such as corporate governance, internal controls, risk management, compliance, and corporate
accounting. The Board of Directors Secretariat also supports directors by providing information on various
types of external seminars and other events to facilitate participation in external seminars and in externalorganizations.
[Principle 5.1: Policy for Constructive Dialogue with Shareholders]
The Company recognizes the importance of holding constructive dialogue with shareholders, and in order topromote this, makes efforts to address the following:6

(i) For dialogue with shareholders, we have appointed the CEO and the manager of the Corporate Planning
Office in charge of IR as the spokespersons for communication with investors, and we strive to realize
constructive dialogue while ensuring accuracy of information and fairness of disclosure.
(ii) The Corporate Planning Office works to promote IR activities while facilitating positive cooperation
between the Group’s management planning, general affairs, financing, accounting, legal affairs and otherdivisions to provide information.
(iii) The department works to enhance the IR-related information on the corporate website, such as presentationmaterials for the financial results, and enhance dialogue by holding financial results briefings for
institutional investors and analysts, among other methods.
(iv) The department has a system in place to share the questions and opinions received through IR activities
with management, and where necessary, provides a report to the Medium-term-Management-Plan
Monitoring Meeting to share information with directors.
(v) In order to disclose information for such dialogue, the Company carefully manages insider information byconfirming beforehand the contents and scope of the information to be disclosed.

2. Capital Structure
Foreign Shareholding Ratio

Less than 10%[Status of Major Shareholders]Name / Company NameRITAMEKO. Co., Ltd.
Kosuke Kiyokawa
Kyoichi Kageyama
Custody Bank of Japan, Ltd. (trust account)
The Master Trust Bank of Japan, Ltd. (trust
account)
Atsuhiro Morizane
Masashi Fujimaki
BNYM SA/NV FOR BNYM FOR BNYM GCM
CLIENT ACCTS M ILM FE
NOMURA PB NOMINEES LIMITEDOMNIBUS – MARGIN (CASHPB)
JPMorgan Securities Japan Co., Ltd.
Controlling Shareholder (except for Parent
Company)
Parent Company

Number of Shares Owned

Percentage (%)

8,400,000
2,428,790
1,000,000
592,800
334,300

44.02
12.73
5.24
3.11

300,000
200,000
196,479

1.57
1.05

174,000
172,541

1.75

1.03
0.91
0.90

Kosuke Kiyokawa
None

Supplementary Information
1.
2.
3.
4.

5.

The Status of Major Shareholders is the status as of March 31, 2024.
In addition to the above, the Company holds 916,690 treasury shares (4.58% of the total number of sharesissued).
Treasury shares are excluded in calculating the percentages.
The Company CEO, Kosuke Kiyokawa, holds a majority of voting rights in the Company, including thenumber of shares held by RITAMEKO. Co., Ltd., the asset management firm of Mr. Kiyokawa, and he is
the controlling shareholder.
The Company conducted a 1:2 stock split for common shares on April 1, 2021. However, the number ofshares held listed above indicates the number of shares held before the stock split.

3. Corporate Attributes
Tokyo Stock Exchange, Prime Market
Nagoya Stock Exchange, Premier Market
MarchService business

Listed Stock Market and Market Section
Fiscal Year-End
Type of Business
Number of Employees (consolidated) as of the Endof the Previous Fiscal Year

More than 1,000

7Sales (consolidated) as of the End of the Previous
Fiscal Year
Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal Year

From ¥10 billion to less than ¥100 billion
Less than 10

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
The Company policy is basically to conduct no transactions with the controlling shareholder.
The Company has a special committee consisting only of independent outside directors and independent outside
corporate auditors, and in the unlikely event that the Company engages in important transactions with thecontrolling shareholder that conflict with the interests of minority shareholders, it shall be deliberated andexamined by the Special Committee and approved by the Board of Directors. When such transactions are
executed, the Board of Directors will report the important facts about the transactions without delay. In
addition, we will endeavor to protect minority shareholders by ensuring the appropriateness of the transactions
through audits by corporate auditors as to whether or not the relevant transactions were executed based on
appropriate job authority and judgment.

5. Other Special Circumstances which may have Material Impact on Corporate Governance
N/A

8

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

Company with a Board of Auditors[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board
Number of Directors
Number of Outside Directors
Number of Outside Directors Who are
Independent Directors

10
2 yearsCEO
52
2

Outside Directors’ Relationship with the Company (1)NameAttribute

Norio Hayama
Masashi Fujimaki

From another company
From another company

*
*
*

a

b

c

Relationship with the Company*
d
e
f
g
h
i

j

k

Categories for “Relationship with the Company”“○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past“●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the past

Executive of the Company or its subsidiaries
Non-executive director or executive of a parent company of the Company
Executive of a fellow subsidiary company of the Company
A party whose major client or supplier is the Company or an executive thereof
Major client or supplier of the listed company or an executive thereof
Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as a director
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder isa legal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e,or f) (the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/auditors are mutually
appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others
a.
b.
c.
d.
e.
f.

Outside Directors’ Relationship with the Company (2)Name

Norio Hayama

Designation as
Independent
Director○

Supplementary
Explanation of theRelationship

Reasons of Appointment
Norio Hayama is a certified Labor andSocial Security Attorney and possesses
expertise and an extensive record inlabor relations. We expect Mr. Hayama
to provide valuable advice onmanagement of the Company and haveappointed him as an outside director.
He also fulfills the requirements forindependence specified by Tokyo
Stock Exchange, Inc. We have--9

Masashi Fujimaki○

determined that he does not pose therisk of conflicts of interests withgeneral shareholders and havedesignated him as an independent
officer.
Masashi Fujimaki possesses extensive
experience and insight as a manager.
We expect him to provide advice onsupervision of the performance of
duties and other matters based on his
experience and have appointed him as
an outside director. He also fulfills therequirements for independence
specified by Tokyo Stock Exchange,
Inc. We have determined that he does
not pose the risk of conflicts ofinterests with general shareholders andhave designated him as an independent
officer.

--

Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Established

Committee’s Name, Composition, and Attributes of Chairperson
Committee Corresponding toNomination Committee
Nomination and Compensation
Committee:
4Committee Corresponding to
Remuneration Committee
Nomination and Compensation
Committee:
4Full-time Members

00Internal Directors

00Outside Directors

22

Outside Experts

0

0

Other

2

2

Outside director

Outside director

Committee’s NameAll Committee Members

Chairperson

Supplementary Explanation
In April 2022, the Company established the Nomination and Compensation Committee, replacing theCompensation Advisory Committee, which had been established as an advisory body to the Board of Directors
since May 2018. It is chaired by an independent outside director, and consists of two independent outside
directors and two independent outside corporate auditors. The purpose is to ensure the independence andobjectivity of the functions of the Board of Directors regarding the nomination of candidates for directors andthe compensation of directors, and to strengthen accountability. While the majority of members of theNomination and Compensation Committee are not independent outside directors, since all the members are
independent outside officers, we believe that the independence and objectivity from the management team areensured.

[Board of Auditors]
Establishment of Board of Auditors
Maximum Number of Auditors Stipulated in
Articles of Incorporation
Number of Auditors

Established4
3

Cooperation Among Auditors, Accounting Auditors, and Internal Audit Department
10

The head of the Internal Audit Department reports findings from internal audits to the Board of Auditors, andwhere necessary, exchanges opinions with auditors and takes appropriate steps. The head of the Internal Audit
Department and the auditors also work to ensure the effectiveness of audits by regularly exchanging opinionswith the accounting auditor, requesting reports on findings from accounting audits, and taking any necessary
steps.

Appointment of Outside Auditors
Number of Outside Auditors
Number of Independent Auditors

Appointed
22Outside Auditors’ Relationship with the Company (1)NameAttribute

Manabu Haruma

Attorney
Certified Public
Accountant (CPA)

Atsushi Okura

*
*
*

a

b

c

Relationship with the Company*
d
e
f
g
h
i
j

k

l

m

△

Categories for “Relationship with the Company”“○” when the Board of Auditors member presently falls or has recently fallen under the category;“△” when the Board of Auditors member fell under the category in the past“●” when a close relative of the Board of Auditors member presently falls or has recently fallen under
the category;“▲” when a close relative of the Board of Auditors member fell under the category in the past

Executive of the Company or its subsidiaryNon-executive director or accounting advisor of the Company or its subsidiaries
Non-executive director or executive of a parent company of the Company
Auditor of a parent company of the Company
Executive of a fellow subsidiary company of the Company
A party whose major client or supplier is the Company or an executive thereof
Major client or supplier of the Company or an executive thereof
Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as an auditor
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, orh) (the auditor himself/herself only)
k. Executive of a company, between which and the Company outside directors/auditors are mutually
appointed (the auditor himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the auditor
himself/herself only)
m. Others
a.
b.
c.
d.
e.
f.
g.
h.

Outside Auditors’ Relationship with the Company (2)NameManabuHarumaSupplementary
Explanation of
the Relationship

Designation as
Independent Officer○

Reasons of Appointment
Manabu Haruma is a licensed attorney
and possesses expertise in corporate law.
We have judged him capable of fulfilling
impartial management supervisory
functions by performing audits based on
his expertise and have appointed him as
an outside auditor. He also fulfills therequirements for independence specified
by Tokyo Stock Exchange, Inc. We havedetermined that he does not pose the riskof conflicts of interests with general--11Atsushi Okura○

Atsushi Okura worked at
KPMG AZSA LLC.
COPRO-HOLDINGS.
Co., Ltd. retains KPMG
AZSA LLC as its
accounting auditor;
however, the audit
agreement was concluded
in September 2016 andAtsushi Okura was not
involved in the corporate
audit of COPROHOLDINGS. Co., Ltd.
while he worked at
KPMG AZSA LLC. Mr.
Okura does not have anyother personal, capital, or
material transactional
relationships with
COPRO-HOLDINGS.
Co., Ltd.

[Independent Officers (Directors/Auditors)]
Number of Independent Directors/Auditors

shareholders and have designated him as
an independent officer.
Atsushi Okura is a Certified Public
Accountant (CPA) and licensed tax
accountant, and possesses expertise incorporate finance and other areas. We
have judged him capable of fulfilling
impartial management supervisory
functions by performing audits based on
his expertise and have appointed him as
an outside auditor. He also fulfills therequirements for independence specified
by Tokyo Stock Exchange, Inc. We havedetermined that he does not pose the riskof conflicts of interests with generalshareholders and have designated him as
an independent officer.

4

Other Matters Relating to Independent Directors/Auditors
N/A[Incentives]
Incentive Policies for Directors

A performance-linked remuneration system, a stock option
system, and other incentives have been established.

Supplementary Explanation
Performance-linked compensation system established
The Company has designed a method for calculating officer compensation based on the policy thatcompensation should function as an incentive for directors to continually enhance corporate value and improve
corporate performance.
Stock option system established
Stock options are awarded to officers and employees.
Other incentives(Restricted stock compensation system established)
The Company established a restricted stock compensation system for directors (excluding outside directors) at
the General Meeting of Shareholders held on June 24, 2020.

Recipients of Stock Options

Internal directors, outside directors, internal auditors,
outside auditors, employees, subsidiary directors,
subsidiary employees

Supplementary Explanation
Stock options are awarded as an incentive to continually enhance corporate value and improve corporate
performance.

[Director Compensation]
Disclosure of Individual Directors’ Compensation

Selected directors only

12

Supplementary Explanation
Disclosure of total consolidated compensation is limited to those who receive 100 million yen or more.
Policy on Determining Compensation Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Compensation Amounts and Calculation Methods
The Company specifies the maximum limit of compensation for directors and auditors at the General Meetingof Shareholders. Annual officer compensation, including officers’ bonuses, and other compensation paid are
kept within that maximum limit.
Maximum limit on officer compensation (in one fiscal year):
500 million yen for directors (resolution passed at the extraordinary General Meeting of Shareholders held on
March 31, 2017)
30 million yen for auditors (resolution passed at the extraordinary General Meeting of Shareholders held on
February 24, 2017)
At the annual General Meeting of Shareholders held on June 24, 2020, the maximum total amount of monetarycompensation rights was set at 50 million yen a year, with the introduction a restricted stock compensation
system. This amount is a part of the maximum limit on officer compensation noted above.
The total number of common shares of the Company issued or distributed under this system was set at a
maximum of 50,000 shares per year (if circumstances arise that necessitate a stock split or reverse stock split forcommon shares of the Company, the Company may make reasonable adjustments to the number of sharesissued or distributed).
The following policy on decisions concerning the individual compensation of directors was approved at theBoard of Directors meetings held on February 10, 2021 and on April 13, 2022::
a. Policy on decisions concerning officer compensation
The Company’s policy on decisions concerning officer compensation is as follows:
1. Compensation shall function as an incentive for ongoing enhancement of corporate value andimprovement in performance, and value will be shared with shareholders.
2. The level of compensation shall be commensurate with the role and responsibilities of the officer and alevel that can attract and retain outstanding human resources.
3. Compensation shall focus on transparency that will achieve accountability and fairness.
b.

Process for determining officer compensation and type of compensation
The Board of Directors established the Nomination and Compensation Committee as an advisory body toensure transparency and fairness of the decision-making process concerning officer compensation. The
Nomination and Compensation Committee consists of two independent outside directors and two
independent outside auditors. The committee is chaired by an independent outside director and deliberates
and reports on the officer compensation policy, system, method of calculation, detailed individualcompensation, and related matters to ensure objectivity of deliberations.
Specific compensation amounts are calculated based on Company-specified rules, within the maximum
limit on compensation approved by the General Meeting of Shareholders. After the Nomination andCompensation Committee deliberates and reports, director compensation is discussed by the Board of
Directors. The compensation of auditors is discussed by the Board of Auditors.

c.

Composition of compensation by position
Directors (excluding outside directors)
・ Compensation consists of a base salary, performance-linked compensation, and restricted stockcompensation.
・ If the goals for performance-linked compensation are met, the system is designed so that compensation
theoretically consists of roughly 60% base salary and 40% from performance-linked and restricted
stock compensation combined.
Outside Directors
・ Outside directors only receive a base salary and no performance-linked compensation is paid, topreserve independence.
Auditors
・ Auditors only receive a base salary, out of consideration for the fact that they perform legal compliance
audits.

d.

Compensation System

13

1.

Base salary (fixed salary, cash)
・ The level of compensation shall take economic conditions, the Company’s growth potential, andother relevant factors into consideration.
・ Fixed compensation shall be paid according to the role and responsibilities.
2. Performance-linked compensation (variable annual compensation, cash)
・ Consolidated profit attributable to owners of parent has been established as the indicator to moreclearly link the responsibility for achieving company-wide performance each year tocompensation, as an element that enhances corporate value and increases the stock price.
・ The theoretical total amount of compensation is calculated based on consolidated profit
attributable to owners of parent. This is allocated according to position, and the resulting amount ismultiplied by a coefficient that takes into account the performance evaluation of the organization
the individual is in charge of, the evaluation of the individual’s strategic actions, and contributions
to the governance system, among other factors, to determine the amount of individualcompensation. The theoretical total amount of compensation is 8% of consolidated profit
attributable to owners of parent for the fiscal year, and the performance-linked coefficient range is
0.7 to 1.3.
* Calculation formula
Performance-linked compensation = {(consolidated profit attributable to owners of parent x 8%) × theposition percentage specified in the Company’s compensation guidelines} × the performance
evaluation coefficient specified in the Company’s compensation guidelines
3. Restricted stock compensation (variable compensation (medium/long-term), non-monetary)
・ Restricted stock compensation was introduced as an incentive to improve corporate value over the
medium and long term by enabling directors to share value with shareholders and raise directors’
awareness of the stock price.

[Supporting System for Outside Directors and/or Auditors]
The Management Strategy Division distributes materials pertaining to the agenda items for Board of Directors
meetings far enough in advance to allow time to consider the materials. When necessary, the Management
Strategy Division also provides explanations in advance. The full-time auditor also provides the information
shared among Board of Auditors audits, accounting audits, and internal audits to outside auditors.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Compensation
Decisions (Overview of Current Corporate Governance System)
The basic organizational design of the Company is as follows:
Board of Directors:
The Company’s CEO, Kosuke Kiyokawa serves as the Chairperson of the Board of Directors. The Board
consists of five directors, including Managing Director Kazumi Ogai, Director Yusuke Koshikawa,
Outside Director, Norio Hayama, and Outside Director Masashi Fujimaki. The Board of Directors has anestablished system for supervising the performance of duties and strives to make impartial decisions as adecision-making body that is capable of responding rapidly to changes in the environment.
The Board of Directors meets once a month, in principle, and holds extraordinary Board of Directors
meetings as necessary. The Board decides important matters concerning management and the performanceof duties. Three auditors attend Board of Directors meetings and audit the performance of duties bydirectors.
Auditors and Board of Auditors:
In principle, the Company’s Board of Auditors is held monthly, and consists of one full-time auditor andtwo part-time auditors. Yoshiaki Hoshino is a full-time auditor and Manabu Haruma and Atsushi Okura
are outside auditors. Auditors attend Board of Directors meetings and have an established system for
performing audits on all aspects of management, mainly focusing on accounting audits and operational
audits.
The Articles of Incorporation specify a maximum of four auditors. Auditors are elected by a majority ofvoting rights of shareholders present at the General Meeting of Shareholders at which shareholders
representing one-third or more of total voting rights are in attendance.
14

Medium-term-Management-Plan Monitoring Meeting, Group Strategy Meeting:
Each meetings consist of three full-time directors, one full-time auditor, persons designated by division
heads and the representative director when deemed necessary. The meeting is held once a month.
The meeting deliberates on matters referred to the Board of Directors, matters concerning the overall
policy on execution of duties and risk management are discussed.
The Group Strategy Meeting deliberates areas such discussions on the Group’s general management
strategy and examinations of management strategy.
Internal Audit Department:
The Company established an Internal Audit Department that reports directly to the representative director(CEO) and is the department that specializes in internal audits. The department has three full-timemembers exclusively dedicated to it. The head of the Internal Audit Department formulates the annualinternal audit plan and obtains approval of the written plan from the representative director. The
department sends audit notices to departments to be audited in advance of an audit, and performs theinternal audits. It reports on the results of internal audits by submitting an internal audit report to therepresentative director. If an internal audit identifies findings for improvement, it asks the audited division
to implement improvements, considers whether to perform a follow-up audit, and performs a follow-up
audit when necessary.
Nomination and Compensation Committee:
In April 2022, the Company changed the compensation advisory committee, which had been established as
an advisory body to the Board of Directors since May 2018, and established the nomination andcompensation committee. It is chaired by Norio Hayama, an independent outside director, and consists of
two independent outside directors and two independent outside corporate auditors. Currently, all outside
officers are appointed as members. The purpose is to ensure the independence and objectivity of thefunctions of the Board of Directors regarding the nomination of candidates for directors and thecompensation of directors, and to strengthen accountability. Specifically, the following matters aredeliberated by the nomination and compensation committee in response to a consultation from the Boardof Directors, and are reported to the Board of Directors.
▪ Matters concerning the appointment and dismissal of directors and corporate auditors.
▪ Matters concerning the selection and dismissal of representative directors and executive directors.
▪ Basic policy regarding remuneration for directors and matters related to the remuneration system, etc.
▪ Matters concerning the amount of individual remuneration for directors.
▪ Matters concerning successor planning (including training).
▪ Other matters deemed necessary by the Board of Directors regarding the nomination and remuneration of
directors, etc.
The Board of Directors will respect the reports of the nomination and compensation committee as much as
possible to decide on the above matters.
Special Committee:
Since April 2022, the Company has established a special committee as an advisory body to the Board of
Directors. It consists only of independent outside directors and independent outside corporate auditors, andcurrently all outside officers are appointed as members. In the unlikely event that the Company engages inimportant transactions with the controlling shareholder that conflict with the interests of minority
shareholders, it shall be deliberated and examined by the special committee and approved by the Board of
Directors. When such transactions are executed, the Board of Directors will report the important facts
about the transactions without delay.

3. Reasons for Adoption of Current Corporate Governance System
The Company has adopted the form of a company with a Board of Auditors and has established a management
structure that enables appropriate performance of duties and swift decision-making. It has achieved this byestablishing a Board of Directors that consists of internal directors who are highly knowledgeable about
Company operations and outside directors who possess extensive experience, deep insights, and exercise a highdegree of independence. The Company has also established a Board of Auditors in which the majority ofmembers are outside auditors. The Company judges the current structure to be functioning appropriately insupervising and overseeing the execution of duties.

15

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Early Notification of General
Shareholder Meeting
Scheduling Annual General
Meetings to Avoid the Peak Day
Electronic Exercise of Voting
RightsParticipation in the Electronic
Voting Platform and Other
Efforts to Improve theEnvironment for Institutional
Investors to Exercise Their
Voting Rights
Providing a Convocation Notice(Summary) in English

Supplementary Explanations
The Company makes an effort to send the convening notice of the General
Meeting of Shareholders early to ensure that shareholders have sufficient
time to consider proposed resolutions.
The Company takes care to avoid dates on which numerous other companies
are holding their annual meetings when scheduling the General Meeting of
Shareholders, to make it easy for many shareholders to attend.
It is possible to exercise voting rights over the Internet for the annual
General Meeting of Shareholders.
From the 16th Ordinary General Meeting of Shareholders, we have set up anenvironment for exercising voting rights with an electronic voting platform
for institutional investors.
In a narrow sense we have created an English version of the convocation
notice and reference documents, and from the 16th Ordinary General
Meeting of Shareholders, we have disclosed it on our website and electronic
voting platform.

2. IR Activities
Supplementary Explanation
Preparation and Publication ofDisclosure Policy
Regular Investor Briefings for
Individual Investors
Regular Investor Briefings forAnalysts and Institutional
Investors
Posting of IR Materials on
WebsiteEstablishment of Department
and/or Manager in Charge ofIR

The Company’s Disclosure Policy is posted on thecorporate website.
The Company holds briefings for individual investors
and participates in IR fairs held by securities firms andother events.
In addition to holding regular financial results briefings
for first half and full-year financial results, theCompany visits institutional investors and responds toindividual media interviews.
The Company has established a section dedicated to IR
on the corporate website and posts information there.

Direct Explanationby theRepresentative

Provided

Provided

The Company has established the Corporate Planning
Office.

3. Measures to Ensure Due Respect for Stakeholders

Stipulation of Internal Rules for
Respecting the Position of
Stakeholders

Implementation ofEnvironmental Activities, CSR
Activities etc.

Supplementary Explanations
The Company recognizes that the collaboration with shareholders and allother stakeholders is absolutely essential to achieving sustained growth andenhancing corporate value over the medium and long term.
The Company also works to foster a corporate culture that respects corporate
ethics and the rights and perspectives of stakeholders. We have specified
standards of ethical conduct to observe when collaborating withstakeholders, among other efforts.
The Company recognizes that efforts to address sustainability issues areimportant matters of management for its sustainable growth and takes
positive and proactive steps to achieve each of the goals it has decided upon,in order to contribute to achieving sustainable development goals (SDGs)
through “human resource development.”
The Group evaluates and analyzes initiatives aimed at achieving SDGs along
the two axes of stakeholder concern and correlation to the Company’sbusiness. Our Group has specified priority issues that we should address.

16

Development of Policies on
Information Provision to
Stakeholders

Other

The individual SDGs are closely related to the Company’s business flow(hiring, training, matching, and onboarding) and achievement of each goal isessential to achieving our corporate growth strategy. We recognize that
achieving the SDGs will contribute to sustainable growth of our Company
and intend to steadily implement initiatives that will contribute toachievement of the SDGs.
Our corporate policy is to actively provide information by working toenhance our corporate website, IR section, financial results briefings, andother means of disclosure. The purpose of active disclosure is to provide
timely, accurate information on the Company that is easy for shareholders,investors, business partners, and all other stakeholders to understand.
We intend to position the promotion of female employee advancement as oneof the important measures.
Regarding the human resource development policy and internal
environment improvement policy for ensuring diversity, and the concept ofensuring diversity in the promotion of core human resources, such as thepromotion of women, foreigners, and mid-career hires to managerial
positions, it is disclosed in this report (I. [Disclosure Based on Each
Principle of the Corporate Governance Code] Supplementary Principle
2.4.1).

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
The Company intends to establish and operate an effective system of internal controls based on the Companies
Act and the Ordinance for Enforcement of the Companies Act to ensure fairness, transparency, and efficiency inexecution of the Company’s business. The purpose of the system is to further strengthen competitiveness andenhance corporate value by implementing a company-wide system of internal controls and thoroughly managing
risks.
As stated below, the Company has a Basic Policy on the System of Internal Controls, which has been approvedby the Board of Directors. We maintain the system of internal controls based on this policy.
I. System to ensure compliance with laws and regulations and the Articles of Incorporation by directors andemployees of the Company and its subsidiaries (hereafter, the “COPRO Group”) in performing their duties
1. Company directors take the initiative and set a good example in complying with the Rules on
Compliance, which were established to provide a policy, system, and code of conduct governingcompliance in the COPRO Group. They make sure that everyone in the COPRO Group understands therules by repeatedly communicating information on the importance of complying with the rules.
2. Company directors implement activities to ensure that everyone understands the Rules on Compliance.
The Internal Audit Department audits the status of compliance with laws and regulations, the Articles
of Incorporation, and internal company rules in each division. The department issues findings on
problematic points and proposes ways to achieve improvement.
3. If material facts concerning a serious violation of laws and regulations or other violation of laws andregulations and internal company rules are discovered, the Company directors immediately report thisto the auditors and report it to the Board of Directors without delay.
4. The Company’s administrative division provides information to promote use of the system of internal
controls. The administrative division strives to detect violations or circumstances that pose a risk ofviolation of laws and regulations or of the Rules on Compliance in the COPRO Group at an early stageand encourages employees to implement that system of detection.
5. Members of the Medium-term-Management-Plan Monitoring Meeting identify the causes ofimproper acts in the COPRO Group, formulate measures to prevent recurrence, and discuss mattersconcerning information disclosure. The Risk Management Department implements measures to prevent
recurrence and pursues other activities based on the results of such discussions.
6. The COPRO Group adamantly rejects all involvement with anti-social forces that threaten safety andorder in civil society, and works closely with law enforcement and other external specialized
institutions to respond to such anti-social forces with strong resolve throughout the entire Group.
7. The Company’s administrative division establishes the system of internal controls.
8. The Company’s administrative division oversees operations pertaining to compliance and monitors thestatus of establishment and operation of related rules.
9. The Company has established an audit system to ensure compliance with laws and regulations andrelated rules by employees of the COPRO Group in performing their duties.
Ⅱ. System for retaining and managing information related to the performance of duties by Company directors
1. Information management is based on the Rules on Information Management. A system of information
management has been established based on these rules to clarify the system of accountability for

17

2.
3.

4.
5.

information security and continuously implement measures to maintain and improve information
security. The Risk Management Committee discusses specific measures concerning information
security and promotes them across the entire COPRO Group.
The various documents, ledgers, and other documentation pertaining to the duties of Company directors
and employees are produced, retained, and managed appropriately, based on applicable laws andregulations and the Rules on Document Management.
The Company’s General Meeting of Shareholders minutes, Board of Directors meeting minutes,
Medium-term-Management-Plan Monitoring Meeting minutes, documentation on approval ofimportant matters during the conduct of business, and other documentation that is necessary fordirectors to perform their duties are retained and managed by a highly searchable method that enables
directors and auditors to view such documents at any time.
Corporate secrets are managed appropriately in accordance with management standards specified
depending on the degree of confidentiality, based on the Rules on Document Management.
Personal information is strictly managed based on laws and regulations, the Rules on the Protection of
Personal Information, and the Rules on Handling of Specific Personal Information.

Ⅲ. Rules concerning management of loss risk and other systems of the COPRO Group
1. The business divisions in the COPRO Group strive to ascertain the risks related to the businesses they
are in charge of. They designate risks that should be prioritized, then formulate a concrete response
policy and measures, and manage risks appropriately.
2. The Company’s administrative division strives to ascertain risks related to matters the division is
responsible for. It designates risks that should be prioritized, then formulates a concrete response policy
and measures, and manage risks appropriately. It also provides cross-organization support to the entire
Company in managing risks in each business division that are related to matters the Management
Strategy Division is responsible for.
3. The COPRO Group has established a Risk Management Committee to consider and deliberate on risk
management, and respond to risk events, based on the Rules on Risk Management.
4. Members of the Risk Management Committee provide the necessary support, coordination, andinstruction to enable the business divisions and administrative division to manage risks systematicallyand effectively.
5. Members of the Risk Management Committee deliberate on important matters concerning risk
management and oversee implementation of risk management in the COPRO Group.
6. The Risk Management Committee engages in sufficient deliberation of important matters from theperspective of the policy on response to serious risks in management, and management of the risk ofimpropriety, and other risks. The committee also reports especially serious risks to the Company’s
Board of Directors.
7. When the business divisions of the COPRO Group and the administrative division of the Company
become aware of a serious risk pertaining to the business of the COPRO Group or recognize signs of apotential serious risk, they promptly report the circumstances to the relevant Company staff divisions
and the Medium-term-Management-Plan Monitoring Meeting, and also report especially serious risks
to the Company’s directors and auditors.
8. The Internal Audit Department audits the COPRO Group risk management system and the status of risk
management.
Ⅳ. System to ensure efficient performance of duties by COPRO Group directors
1. The Company’s Board of Directors delegates broad authority to the heads of each division. Thisfacilitates swift decision-making and agile performance of duties in managing business.
2. The Company’s Board of Directors meets regularly once a month, in principle, and convenes
extraordinary meetings as necessary to facilitate agile decision-making, based on the Rules on the
Board of Directors.
3. The Company’s Board of Directors determines the medium-term management goals and annual budgetof the COPRO Group, and oversees the execution of the goals and the budget.
4. The heads of each division perform their duties efficiently, based on the medium-term management
goals and budget set by the Company’s Board of Directors. Progress on the budget is confirmed inbusiness performance meetings and reported to the Board of Directors.
5. Reports on the status of the performance of duties by directors and heads of each division of the
COPRO Group are submitted to the Company’s Board of Directors, as appropriate.
6. The responsibilities and authorities of the heads of each division and other employees are exercised
appropriately and efficiently, based on the Rules on Division of Duties and the Rules on
Responsibilities and Authority.

18

Ⅴ. System to ensure proper business conduct in the COPRO Group
1. The Company provides guidance and support to subsidiaries for the establishment of a compliancesystem and other systems to ensure proper conduct of business, based on the Rules on AffiliatedCompany Management.
2. To improve the soundness and efficiency of management in the COPRO Group, the Company seconds
directors and auditors to each subsidiary as needed. The Company also designates supervisory divisions
within the Company, and these supervisory divisions exchange information and discuss importantmatters concerning business operation with subsidiaries.
3. When necessary to improve soundness of management and proper operation of the COPRO Group, theCompany requires subsidiaries to obtain Company approval on matters important to business operation.
The Company also deliberates on especially important matters in the Medium-term-Management-Plan
Monitoring Meeting and refers such matters to the Board of Directors.
4. The Company’s Internal Audit Department performs audits of subsidiaries relating to the appropriate
conduct of business.
5. Company auditors perform audits of subsidiaries, including onsite audits. Auditors also exchange
information with the Internal Audit Department and coordinate in other ways to ensure proper conductof business in the COPRO Group.
6. The Company strives to improve and standardize operating processes from the perspective of properand efficient operation of the COPRO Group. It also uses information systems to further strengthen
governance. The business divisions and subsidiaries of the Company implement these processes andsystems with the support of the relevant staff divisions. Moreover, when there are material changes in
the internal and external environments, the impact of such changes on governance activities isevaluated and the Company considers whether or not to make changes.
Ⅵ. Matters concerning employees that auditors request to assist them in their duties, the independence of such
employees from directors, and ensuring the effectiveness of instructions issued to such employees
1. When Company auditors request support personnel to assist them in their duties for practical reasons,the Company will provide employees equipped with the capabilities and knowledge to assist theauditors.
2. Personnel transfers, evaluations, and other matters pertaining to such employees shall be determined
after obtaining approval from the full-time auditor. The independence of such employees from directors
will be secured.
Ⅶ. System for COPRO Group directors and employees to report to the auditors and system to ensure that theperson who submits such a report is not subject to retaliatory treatment as a result
1. When so requested by an auditor, Company directors and employees will report on the status of
performance of duties and on other matters as needed.
2. The head of the Company’s administrative division will report regularly on a monthly, quarterly, orother regular basis, depending on the nature of the duties concerned.
3. The head of the Company’s administrative division will regularly report on the operational status of theinternal whistleblowing system to auditors, and will immediately report to the Board of Directors whencircumstances deemed to be violation of the Rules on Compliance arise, and for other urgent reports.
4. Documentation on important decisions made will be provided to for the auditors to view.
5. COPRO Group prohibits retaliatory treatment against persons who report to auditors as a result of suchreporting.
VIII. Policy on handling of advances on expenses, reimbursement procedures, and other expenses andobligations incurred by auditors during the performance of duties, and other systems to ensure effective
audits by auditors
1. The Company shall promptly pay invoices for necessary expenses incurred by auditors in theperformance of their duties.
2. Auditors meet regularly with the representative director of the Company and exchange opinions onimportant audit matters.
3. Auditors meet regularly with the accounting auditor and the Internal Audit Department to exchange
information and opinions, and report to the accounting auditor and Internal Audit Department as
necessary.
4. When auditors or their support personnel so request, COPRO Group directors and employees will
respond swiftly and appropriately to auditor requests for reports and submission and explanation ofrelated materials.

19

2. Basic Views on Eliminating Anti-Social Forces
The Company has established Rules on Anti-Social Force Countermeasures. The purpose of these rules is toreject involvement with anti-social forces in the COPRO Group and to respond when anti-social forces engage
in racketeering through intervention in civil disputes and other improper conduct.
The specific systems and response measures aimed at rejection of anti-social forces are based on the Rules on
Anti-Social Force Countermeasures and the Anti-social Force Response Manual. The Company investigates
new business partners (including shareholders), officers, and employees before commencing with transactions
or employing such individuals by performing Internet searches and searching articles utilizing the service
which is provided by KYC Consulting Corporation. Basic transaction agreements and other agreements also
include a cancellation clause in the event that a relationship to anti-social forces becomes known.
The Company is also a member of the Special Violence Prevention Measures Association (Tokubouren)
under the control of the Metropolitan Police Department (joined as COPRO CONSTRUCTION. Co., Ltd.
operating subsidiary). The Legal Department, which is the department in charge of such matters, has taken
advantage of the members to participate in Tokubouren seminars, educate employees on the information
obtained in those seminars, and work together with law enforcement, advising attorneys, and other external
specialist institutions.

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

Not Adopted

Supplementary Explanation
N/A

2. Other Matters Concerning to Corporate Governance System
N/A

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Schematic Diagram (Reference material)

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Timely Disclosure Structure Overview (Schematic Diagram)

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