Corporate Governance
Last Updated: November 30, 2023

BIC CAMERA INC.
Toru Akiho
Representative Director and President
Contact: Finance & Accounting Department TEL: +81-3-3987-8785
Securities Code: 3048
https://www.biccamera.co.jp/ir/index.html
The corporate governance of BIC CAMERA INC. (the “Company”) is described below.

I.

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

1. Basic Views
The Company and its group companies (the “Group”) believe that to maximize the interests of each stakeholder
through efforts to enhance corporate value, the basic approach to corporate governance should be to begin fromthe basis of thorough compliance and work to develop a management system and audit system, increasetransparency of management, and create an organization capable of making speedy decisions with the objectiveof enabling each division within a company to undertake highly productive and efficient business activities.
[Reasons for Non-compliance with the Principles of Japan’s Corporate Governance Code] Update[Supplementary Principle 4.1.2 Efforts to Realize the Medium-term Management Plan, Reflection in the Next
Plan]
In terms of objective indicators, etc. to judge the achievement of the Group’s medium- to long-term management
goals, the business environment is difficult to gauge accurately due to a prolonged decline in demand following
the stay-at-home consumption in the home electronics retail industry amid the COVID-19 pandemic, etc. andother factors, and it is difficult to create an outlook for the resolution of issues. For our investors also, amid anuncertain future, disclosing medium- to long-term numerical targets (such as a medium-term management plan)risks causing incorrect investment decisions. As such, we do not set such specific indicators at this point.
[Disclosure Based on the Principles of Japan’s Corporate Governance Code] Update[Principle 1.4 Cross-Shareholdings]
Basic policies on cross-shareholdings(1)
Basic policies on cross-shareholdings
The Company owns cross-shareholdings under one of its management strategies, aiming to “createbusiness opportunities,” to “establish, maintain and enhance transactional and cooperative relationships,”
and to “maintain and strengthen its position in the industry.”(2)
Details of our evaluation of cross-shareholdings
The Board of Directors strives to maintain cross-shareholdings appropriately by specifically examining onan annual basis whether the purpose of each individual cross-shareholding is appropriate and whether the
benefits and risks from each holding cover the Company’s cost of capital.
It sells shares that are deemed unnecessary to continue holding after taking into consideration the factors
including share prices and market trends.
(3)
Standards for exercising voting rights with regard to cross-shareholdings
With respect to when companies in cross-shareholding relationship with the Company submit proposals
to their respective general meetings of shareholders, the Company maintains a policy to cast opposing
votes if such proposals are not justifiable from the perspective of maintaining and enhancing shareholder
value.

-1-

[Principle 1.7 Related Party Transactions]
Related party transactions are determined in the same manner as general terms and conditions in order to ensurethat such transactions do not harm the interests of minority shareholders and other stakeholders. “The status ofrelated party transactions” is reported twice a year at the meetings of the Board of Directors.
In addition, particularly important transactions among related parties are matters to be resolved by the Board of
Directors.
[Supplementary Principle 2.4.1 Ensuring Diversity in the Recruitment, etc. of Core Human Resources](1)
Approach to ensuring diversity
The Company considers human resources as the most important management resources, and positions
them as the centerpiece in sustainable management.
While working on human capital management which aims to maximize abilities of each and every one of
our employees, we have established the “basic policies for human resources” that are designed to develop
human resources who subjectively embody our corporate philosophy and the “policies for improvementof the internal environment” to enable employees to have pride and passion for their work, gain job
satisfaction, and feel that they work in the pleasant environment.
Through the promotion of this effort for human resources, we will further focus on recruiting women,
foreigners, and mid-career hires for management positions and as core human resources.
(2)
Targets for ensuring diversity and status thereof
The Company actively recruits and promotes human resources regardless of gender, nationality, or age inorder to respond to diverse customer needs.
With regard to the proactive promotion of women on which we place special emphasis, the ratio of female
managers as at the end of the fiscal year ended August 31, 2023 and the numerical target for FY2030 are
as follows.
Ratio of female managers: 9.4%
Target: 15% or more (FY2030)(3)
Human resource development policies and measures aimed at ensuring diversity
Since its foundation, the Company has believed in the power of “individual” employees and provided a
growth opportunity for them regardless of gender, nationality, or age. To achieve the ratio of female
managers at 15% or more by FY2030, we will improve motivation of female employees by conducting
personal interviews, various training programs, etc. with a focus on strengths and career of individuals,
and expand the range of promotion to management positions.
In addition, we also set numerical targets for the rate of men taking childcare leave and the difference
between women and men in terms of number of years of continuous service, and improve the working
environment for securing diverse human resources to further promote diversity and inclusion.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
The Company has introduced a defined contribution pension plan.
The Company is not involved in the accumulation, etc. or management of corporate pension funds as an asset
owner. However, the Company offers its employees the training opportunity on asset management.
[Principle 3.1 Full Disclosure]<1>
The Company’s vision (management philosophy, etc.), management strategy, and management plan
The Group has established “A group of specialty stores persistently seeking to evolve so they are able to leverage
their expertise and advanced position to propose richer lifestyles” as its corporate philosophy, and set the
management strategy of “Bringing back Bic Camera-style strong stores” for the current period. In order to realize
this management strategy, the Group works on the four major strategies of “Regarding people as an engine for
growth,” “Rebuilding of strong stores,” “Drastic review of earnings structure,” and “Medium- to long-term
growth strategy.”<2>
Basic views and basic policies on corporate governance
The Group believes that to maximize the interests of each stakeholder through efforts to enhance corporate value,
the basic approach to corporate governance should be to begin from the basis of thorough compliance and work
to develop a management system and audit system, increase transparency of management, and create anorganization capable of making speedy decisions with the objective of enabling each division within a company
to undertake highly productive and efficient business activities.

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<3>
Basic policies on remuneration for Directors (excluding Directors who are Audit and Supervisory Committee
Members)
Remuneration for the Company’s officers is calculated within the limit of remuneration approved at the General
Meeting of Shareholders. The system enables the monitoring function of shareholders to work in this regard.
The upper limit of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee
Members) was set at ¥450 million per year (including a portion for Outside Directors of up to ¥50 million peryear) by resolution of the 40th Annual General Meeting of Shareholders held on November 19, 2020.
Meanwhile, the upper limit of remuneration in the form of share remuneration-type stock options for Directors(excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) was set at ¥100
million per year, which is in addition to the aforementioned remuneration, etc. per resolution of the 41st Annual
General Meeting of Shareholders held on November 19, 2021.
The upper limit of remuneration for Directors who are Audit and Supervisory Committee Members was set at¥80 million per year by resolution of the 40th Annual General Meeting of Shareholders held on November 19,
2020.
The officers who are eligible for payment of remuneration, etc. in accordance these payment limits are 9 Directors(excluding Directors who are Audit and Supervisory Committee Members, including 3 Outside Directors) and 4
Directors who are Audit and Supervisory Committee Members.
The Board of Directors adopted a basic policy on the individual remuneration for Directors (excluding Directors
who are Audit and Supervisory Committee Members. Hereinafter, “Directors”) by resolution of the meeting of
the Board of Directors held on February 26, 2021, and revised it at the meeting of the Board of Directors held on
August 29, 2023.
Furthermore, regarding the individual remuneration, etc. for Directors in the current fiscal year, the Board of
Directors has confirmed that the method of determining the remuneration, etc. and the details of the determined
remuneration, etc. are consistent with this policy for determining remuneration, etc., confirmed that the reportfrom the Compensation Committee has been respected, and deemed that the individual remuneration, etc. are inline with this policy.
The remuneration system for Directors of the Company aims to provide incentives for each Director to enhance
corporate value continuously and to promote the further sharing of value with our shareholders. When
determining the individual remuneration for Directors, the basic policy is to set appropriate levels based on theirpositions and work responsibilities.
Specifically, remuneration for Directors is composed of 1) “Basic remuneration” paid as cash based on the rolesof individual Directors, 2) “Performance-linked remuneration, etc.” paid as cash based on the achievement offinancial results and individual missions as a short-term incentive, and 3) “Share remuneration-type stock options”
as a medium- to long-term incentive.
Considering their role in providing oversight and suggestions for the management of the Company and the overallof the Group from an objective standpoint, only basic remuneration is paid as remuneration to Outside Directors(excluding Directors who are Audit and Supervisory Committee Members).
The amounts of remuneration, etc. for Directors who are Audit and Supervisory Committee Members are
determined through discussions involving Directors who are Audit and Supervisory Committee Members,considering factors that include full-time or part-time status, inside or outside Director status, and duties assigned.
Directors who are Audit and Supervisory Committee Members receive basic remuneration only, given their roles
in auditing Directors in their execution of duties from an objective standpoint.
Furthermore, from the perspective of committing to medium- to long-term financial results, the Company has
established as system through which Directors (including Directors who are Audit and Supervisory Committee
Members) contribute a certain amount of their monthly remuneration to the Company’s Officer Shareholder
Association to acquire the Company’s shares, which they continuously hold throughout their terms in office.
As for procedures for determining remuneration, decisions on remuneration amounts for each Director andExecutive Officer are made by resolution of the Board of Directors upon review undertaken by the Compensation
Committee, established voluntarily and chaired by an Outside Director (excluding Directors who are Audit andSupervisory Committee Members).
Moreover, the Compensation Committee, at request of the Board of Directors, deliberates on the reasonablenessof the remuneration system and reports such results to the Board of Directors.
The Compensation Committee is chaired by an Outside Director (excluding Directors who are Audit andSupervisory Committee Members) and a majority of its members consist of Outside Directors (excluding-3-

Directors who are Audit and Supervisory Committee Members), thereby enhancing its objectivity andtransparency.
The details of the policy for determining for individual remuneration, etc. for Directors are as follows.
(1)
Policy to determine the amounts of individual remuneration, etc. for basic remuneration (cashremuneration, includes policy related to the period and conditions in which remuneration, etc. is paid).
Basic remuneration for Directors and Outside Directors (excluding Directors who are Audit andSupervisory Committee Members) is remuneration that is paid monthly in an amount decided ahead oftime within the scope of a standard amount considering factors including the positions and work
responsibilities of individual Directors, the Company’s financial results, and market levels.
Basic remuneration for Directors who are Audit and Supervisory Committee Members shall be determined
individually through discussions involving Directors who are Audit and Supervisory Committee Members,considering factors that include their individual roles, expertise, and experience, in line with their work
responsibilities, and is paid as monthly remuneration.
(2)

Policy to determine the details of the financial results indicators associated with performance-linked
remuneration, etc.
Because increasing profitability is important in continuously increasing corporate value, the financial
results indicators associated with the performance-linked remuneration and share remuneration-type stock
options, as performance-linked remuneration, etc. for Directors, are consolidated and non-consolidated net
sales, operating profit, ordinary profit, and profit (profit attributable to owners of parent on a consolidated
basis). Financial results indicators are reviewed based on changes in the management environment andreports from the Compensation Committee.

(3)

Policy to determine the amounts of performance-linked remuneration, etc. (includes policy related to theperiod and conditions in which remuneration, etc. is paid).
Performance-linked remuneration, etc. paid as cash to Directors is paid as monthly remuneration during
the Directors’ terms of office and is calculated in individual amounts based on an evaluation of theCompany’s and the individual’s financial results following the conclusion of the fiscal year, considering
the state of achievement of financial results indicators in each fiscal year.

(4)

Policy to determine the details and number of share remuneration-type stock options (includes policy
related to the period and conditions in which remuneration, etc. is paid).
Share remuneration-type stock options paid to Directors are a share remuneration system aimed atcontinuously increasing corporate value, and the number of options their allotment for shares is determinedby a resolution of the Board of Directors.
Each fiscal year, financial results targets are established as financial results indictors for non-consolidated
operating profit, consolidated operating profit, and other factors, and share remuneration-type stock
options are paid when financial results targets are achieved.
The payment period shall be in the month belonging to the final day of the covered period.
Furthermore, the exercise of share acquisition rights shall be limited to the time that the Directors leave
office.
Moreover, where the Board of Directors deems that the actions of holders of share acquisition rights violate
laws and regulations or the Company’s internal rules, etc., violate the items established in the shareacquisition rights allocation agreement associated with stock options, damage the Company’s good name,cause significant damage to the Company, or where the holder of share acquisition rights assumes the
position of an officer, employee, or advisor, etc. at a competitor without prior written notification to theCompany, the accumulated share acquisition rights of the Director in question shall be relinquished.

(5)

Items related the policy for determining on the details of individual remuneration, etc. for Directors
Specific decisions on the details of individual remuneration, etc. for Directors are delegated to theRepresentative Director and President based on a resolution of the Board of Directors.
The contents of the authority delegated to the Representative Director and President include decisions on
the amounts of basic remuneration, for individual Directors within the scope of the maximum amount, etc.
determined by a resolution of the General Meeting of Shareholders, the amounts of performance-linked
remuneration, etc., and the number of options allotted for share remuneration-type stock options.
Furthermore, so that the authority delegated to the Representative Director and President are exercised
appropriately, the Board of Directors shall establish a Compensation Committee as an advisory body to
the Board of Directors, and when the Representative Director and President determines the details of
individual remuneration, etc. for Directors based on the above delegation of authority, the Representative-4-

Director and President shall receive a report from the Compensation Committee ahead of time and respect
to the fullest extent the details of the report as a condition of the above delegation of authority.
Regarding basic compensation for Directors who are Audit and Supervisory Members, the amounts ofindividual remuneration shall be determined through discussions involving Directors who are Audit andSupervisory Board members within the scope of the maximum amount determined by a resolution of theGeneral Meeting of Shareholders.
(6)

Policy to determine the proportion of the amounts of basic compensation, performance-linked
remuneration, etc. and share remuneration-type stock options
The levels of remuneration for Directors, as well as the proportion of the amounts of basic remuneration,
performance-linked remuneration, etc. and share remuneration-type stock options are determinedreferencing companies, etc. with a similar business scale as the Company. Specifically, cash remunerationis composed of 50% basic remuneration and 50% performance-linked remuneration, etc. and share
remuneration-type stock options are granted when financial results targets are achieved, as described in(4) above.
The Representative Director, delegated by the Directors, shall respect the contents of reports from theCompensation Committee and determine the details of remuneration, etc. for each Director within thescope of the remuneration proportions proposed in the Compensation Committee’s reports.
Furthermore, regarding the details of individual remuneration, etc. for Directors, because theRepresentative Director and President oversees all operations of the Company, specific decisions havebeen delegated to him/her based on a resolution of the Board of Directors. The contents of the authority
delegated include decisions on the amounts of basic remuneration for individual Directors within the scopeof the maximum amount, etc. determined by a resolution of the General Meeting of Shareholders, theamounts of performance-linked remuneration, etc., and the number of options allotted for share
remuneration-type stock options.
Furthermore, so that the authority delegated to the Representative Director and President are exercised
appropriately, the Board of Directors shall establish a Compensation Committee as an advisory body to
the Board of Directors, and when the Representative Director and President determines the details of
individual remuneration, etc. for Directors (excluding Audit and Supervisory Committee Members andOutside Directors) based on the above delegation of authority, the Representative Director and President
shall receive a report from the Compensation Committee ahead of time and respect to the fullest extent thedetails of the report as a condition of the above delegation of authority.

<4>
Criteria for nominating Directors(1)
Criteria for all Directors (excluding Directors who are Audit and Supervisory Committee Members)
1. A person with no conflict of interest, etc. that may affect the performance of the duties of a Director
2. A person who has abundant vitality to fulfill the duties of a Director
3. A person who is well-trusted, dignified and ethical
4. A person who possesses abundant management expertise and has objective decision-making ability andgood foresight, etc.
5. In addition, a person who has the abilities necessary for a Director from the perspective of establishingcorporate governance.
(2)
Criteria for Directors (excluding Directors and Outside Directors who are Audit and Supervisory
Committee Members)
A person who possesses abundant knowledge, abilities, know-hows, experience and track record withregard to the business operation, and has the ability to overlook and make decisions, not only on his/her
own area of experience, but on the entire business operation of the Group(3)
Criteria for Outside Directors (excluding Directors who are Audit and Supervisory Committee Members)
1. A person who has extensive insight in his/her specialized area
2. A person who can offer highly transparent, fair and sound advice and opinions as to the reasonablenessand appropriateness of matters during the decision making process at the meetings of the Board of
Directors from an independent and objective standpoint
3. A person who can monitor the management through important decision-making at the meetings of theBoard of Directors including the appointment and dismissal of the senior management from an
independent and objective standpoint
4. A person who can monitor conflicts of interest between the Company and the management or controllingshareholder from an independent and objective standpoint-5-5. A person who can appropriately represent the views of minority shareholders and other stakeholders at themeetings of the Board of Directors from an independent and objective standpoint(4)
Procedures for nominating candidates for Director (excluding Directors who are Audit and Supervisory
Committee Members)
Candidates of Directors (excluding Directors who are Audit and Supervisory Committee Members) aredeliberated by the Nominating Committee and based on their opinions, determined by a resolution of theBoard of Directors in accordance with the criteria for nominating Directors.
Criteria for dismissing Directors(1)
If a Director is deemed inappropriate, including cases set forth below:
1. If he/she conducts an act which is contrary to public order or morality
2. If he/she is negligent of his/her duties and substantially damages the corporate value
3. If he/she is found to have difficulty continuing with his/her duties for health reasons
4. If he/she no longer satisfies the requirements set forth in the criteria for nominating Directors(2)
Procedures for dismissing Directors
A proposal to dismiss a Director shall be deliberated by the Nominating Committee and based on theiropinions, determined by a resolution of the Board of Directors in accordance with the criteria fordismissing Directors, which shall be submitted to the general meeting of shareholders.
Criteria for nominating Directors who are Audit and Supervisory Committee Members(1)
Criteria for all Directors who are Audit and Supervisory Committee Members
1. A person with no conflict of interest, etc. that may affect the performance of the duties of a Director who
is an Audit and Supervisory Committee Member
2. A person who has abundant vitality to fulfill the duties of a Director who is an Audit and Supervisory
Committee Member and is able to make efforts to improve himself/herself for the improvement of audit
quality
3. A person who is well-trusted, dignified and ethical
4. A person who has objective decision-making abilities, etc.
5. In addition, a person who has the abilities necessary for a Director who is an Audit and Supervisory
Committee Member from the perspective of establishing corporate governance.
(2)
Criteria for Directors who are Audit and Supervisory Committee Members
1. A person who has extensive insight in his/her specialized area
2. A person who can offer sound advice and opinions as to the reasonableness and appropriateness of matters
during the decision making process at the meetings of the Board of Directors from an independent andobjective standpoint(3)
Procedures for nominating candidates for Directors who are Audit and Supervisory Committee Members
The candidates for Directors who are Audit and Supervisory Committee Members are decided by aresolution of the Board of Directors upon having obtained consent of the Audit and Supervisory Committee.
<5>Explanations of the individual appointments and dismissals and nominations when appointing and dismissing
senior management and nominating candidates for Directors
As for Directors, reasons for nomination of all candidates for Directors are disclosed on the “Notice of the Annual
General Meeting of Shareholders.”
In addition, as for senior management, the information is appropriately disclosed in accordance with laws andregulations after deliberation by the Nominating Committee and determination by a resolution of the Board of
Directors.
[Supplementary Principle 3.1.3 Sustainability Initiatives]
We work on sustainability-related activities with governance (1. promotion structure, 2. risk management), ourvalue proposition, and strategies (1. human resources (human capital management, health management, andrespect for human rights), 2. climate change) clarified. The specific details are disclosed in the Japanese Securities
Report.
As for investment in intellectual property, the Company holds discussions between relevant departments
regarding responses, such as acquisition of intellectual property, and the General Affairs and Human Resources
Department reports to the Board of Directors on the status of the acquisition and use of intellectual property.

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[Supplementary Principle 4-1-1 Scope of Matters Delegated to Senior Management]
Aiming to achieve sustainable growth and enhance medium- to long-term corporate value, the Board of Directors
determines basic policies for management and makes decisions on important matters based on laws andregulations, the Article of Incorporation, and the Board of Directors Regulations.
The scope of matters delegated to the management is stipulated in the Administrative Authority Regulations.
[Principle 4.9 Independence Standards and Qualification for Independent Outside Directors]
Based on the independence standards established by the Tokyo Stock Exchange, the Company nominates persons
who have abundant experience and knowledge in fields of expertise such as corporate management and canproactively express an opinion on the Company’s business challenges, as candidates for Independent Outside
Directors.
[Supplementary Principle 4.10.1 Authority and Roles, Etc. of the Nominating Committee and Compensation
Committee]
The Company has established a Governance Committee, Nomination Committee, and Compensation Committee,
which serve as advisory bodies to the Board of Directors.
The Governance Committee is comprised of the Representative Director, Outside Directors, and Directors who
are Audit and Supervisory Committee Members and deliberates on general matters related to corporate
governance.
The Nomination Committee is comprised of the Representative Director and Outside Directors (excluding
Directors who are Audit and Supervisory Committee Members) and deliberates on the appointment and dismissalof the Company’s Directors and Executive Officers.
The Compensation Committee is comprised of the Representative Director and Outside Directors (excluding
Directors who are Audit and Supervisory Committee Members) and deliberates on the remuneration of theCompany’s Directors and Executive Officers.
Each committee reports on its deliberations to the Board of Directors.
The Nomination Committee evaluates the skills necessary to realize the management strategy and makes
recommendations to the Board of Directors.
The skills matrix is disclosed in the “Notice of the Annual General Meeting of Shareholders.” (related toSupplementary Principle 4.11.1)[Supplementary Principle 4.11.1 Approach, Etc. to Diversity on the Board of Directors]
The Company’s Board of Directors is comprised of Executive Directors who are well-versed in each business
operation or corporate operation, or other matters, and practice agile execution of operations, and Outside
Directors who possess a high level of expertise and can be expected to provide advice and supervision for
management from a broad viewpoint, and is determined after the Board of Directors’ diversity and appropriate
size are also examined.
Candidates for Directors are nominated mainly based on their possession of wide-ranging knowledge andexperience required for decision-making in corporate management and of a track record and insights in theirfields of expertise and former operations which are necessary to fulfill a supervisory function over management.
In addition, the Company strives to have a system in which Independent Outside Directors account for one thirdor more of Directors, and has appointed three persons who have management experience as Independent Outside
Directors.
The skills matrix is disclosed in the “Notice of the Annual General Meeting of Shareholders.”[Supplementary Principle 4.11.2 Concurrent Posts Held by Directors and Corporate Auditors]
The status of Directors having concurrent positions will be disclosed annually in the Notice of the Annual General
Meeting of Shareholders and Japanese Securities Report.
[Supplementary Principle 4.11.3 Effectiveness Evaluation of the Board of Directors]
In order to evaluate the effectiveness of the Board of Directors, the Company conducts a questionnaire survey inthe form of a self-check sheet for all Directors attending the meetings of Board of Directors.
Question items(1)
Roles of the Board of Directors(2)
Operation of the Board of Directors(3)Compliance with the Corporate Governance Code(4)
Evaluation of the composition of the Board of Directors

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(5)
Other
After the self-check sheets are collected, the Secretariat aggregates, evaluates and analyzes the 5 items listed
above, and the results are reported by the officer in charge at the meeting of the Board of Directors.
The evaluation of effectiveness of the Board of Directors for the fiscal year ended August 31, 2023 stated thatthe Board of Directors generally maintains effective governance.
The Company will continue to conduct a questionnaire survey to further increase the effectiveness of the Boardof Directors.
[Supplementary Principle 4.14.2 Policy on Training of Directors and Corporate Auditors]
Basic policies on training of Directors
With the aim of increasing business management knowledge and skills of Directors, the Company works to
improve the effectiveness of the Board of Directors by implementing the following training sessions as well as
by providing and arranging training opportunities that meet the individual needs of each Director along withfinancial support for associated expenses.
(1)
If any issue to be addressed as a corporation arises as a result of amendments of laws and regulations orchanges in economic and social circumstances, the Company provides training for all Directors.
(2)
When Directors assume their offices, the Company provides training to gain understanding on their legal
responsibilities.
(3)
When Outside Directors assume their offices, the Company provides the following training as necessary: Explanation on the outline of the Company, etc.
 Measures to deepen understanding the business, including visits to stores and product centers.
[Principle 5.1 Policy for Constructive Dialogue with Shareholders]
Policies concerning the development of a framework and measures aimed at promoting constructive dialogue
with shareholders.
(1)
The officer supervising finance & accounting serves as the officer in charge of IR. The Company works
to improve the content and opportunities to facilitate constructive dialogue with shareholders.
(2)
The Finance & Accounting Department which supports the dialogue collaborates with related divisions asnecessary to facilitate constructive dialogue with shareholders.
(3)
As a place to provide information on the Company’s business operations and corporate strategies, etc., theCompany actively holds financial results briefing sessions as well as IR meetings. In addition, theCompany actively posts on the Company’s website, videos and reference materials that it deems would
facilitate dialogue with shareholders.
(4)
Opinions and requests from shareholders that were received through IR activities are reported by theofficer supervising finance & accounting to the Board of Directors.
(5)
The Company strictly manages information about undisclosed significant facts on the Group or business
partners that is obtained by the officers or employees, etc. of the Company and its subsidiaries in the courseof performing their duties, in accordance with the Insider Trading Management Regulations.
[Principle 5.2 Establishing and Announcing Management Strategies and Management Plans]
Response to realize management with an awareness of capital costs and share priceIn establishing and announcing management strategies and management plans, the Company accurately grasps
the cost of capital, and then explains numerical targets for net sales, operating profit, ROE, etc. to shareholders
on the Company’s website, at financial results briefing sessions, or on any other occasions.
In doing so, the Company will work to explain specific details of implementation of allocation of management
resources and other matters in plain words and based on easy-to-understand logic.
The Group’s cost of capital is weighted average cost of capital (WACC), which is verified each period, andprojected ROE for the current period stands at a level exceeding WACC.

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2. Capital Structure
Foreign Shareholding Ratio

Less than 10%[Status of Major Shareholders] Update
Number of Shares
Owned (Shares)

Name

Shareholding Ratio(%)

Administration Trust (A001) Trustee SMBC Trust Bank Ltd.

15,698,100

9.17

Custody Bank of Japan, Ltd. (Trust Account)

13,602,300

7.95

Mizuho Trust & Banking Co., Ltd. Securities Management
Trust 0700026

12,657,000

7.39

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

10,835,200

6.33

Ra Holdings Co., Ltd.

9,590,260

5.60

Sumitomo Mitsui Trust Bank, Limited(Trust Account KO No.1)

8,617,600

5.03

The Nomura Trust and Banking Co., Ltd.
(Trust Account 2052152)

7,500,000

4.38

TOKYO BROADCASTING SYSTEM TELEVISION, INC.

6,119,000

3.57

The Master Trust Bank of Japan, Ltd.
(Retail Trust Account 820079254)

4,646,530

2.71

The Nomura Trust and Banking Co., Ltd.
(Trust Account 2052116)

2,258,070

1.32

Controlling Shareholder (except for Parent)—

ParentN/A

Supplementary Explanation Update
1. In addition to the above, the Company owns 16,974,305 treasury shares.
2. Of the above number of shares owned, the number of shares in association with fiduciary activities is asfollows:
Administration Trust (A001) Trustee SMBC Trust Bank Ltd.
15,698,100
Custody Bank of Japan, Ltd. (Trust Account)
13,602,300
Mizuho Trust & Banking Co., Ltd. Securities Management Trust 0700026
12,657,000
The Master Trust Bank of Japan, Ltd. (Trust Account)
10,835,200
Sumitomo Mitsui Trust Bank, Limited (Trust Account KO No. 1)
8,617,600
The Nomura Trust and Banking Co., Ltd. (Trust Account 2052152)
7,500,000
The Master Trust Bank of Japan, Ltd. (Retail Trust Account 820079254)
4,646,530
The Nomura Trust and Banking Co., Ltd. (Trust Account 2052116)
2,258,070
3. All shares owned by Administration Trust (A001) Trustee SMBC Trust Bank Ltd., Mizuho Trust & Banking
Co., Ltd. Securities Management Trust 0700026, Sumitomo Mitsui Trust Bank, Limited (Trust Account KO
No.1), The Nomura Trust and Banking Co., Ltd. (Trust Account 2052152), The Master Trust Bank of Japan,
Ltd. (Retail Trust Account 820079254), and The Nomura Trust and Banking Co., Ltd. (Trust Account2052116), as well as 12,503,400 shares (7.30%) of the shares owned by Custody Bank of Japan, Ltd. (Trust
Account) are the assets in trust entrusted by Ryuji Arai, and he directs the exercise of the voting rights
pertaining to those shares.

-9-3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange, Prime Market

Fiscal Year-End

AugustType of Business

Retail business

Number of Employees (Consolidated) at Endof the Previous Fiscal Year

1,000 or more

Net Sales (Consolidated) for the Previous
Fiscal Year

From ¥100 billion to less than ¥1 trillion

Number of Consolidated Subsidiaries at Endof the Previous Fiscal Year

From 10 to less than 50

4. Policy for Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder—

5. Special Circumstances Which May Have Material Impact on Corporate Governance Update
1. Philosophy and policies on group management
The Group is made up of the Company, 23 subsidiaries, and three affiliates. Its main business is a merchandisingbusiness including the sales of cameras, televisions, recorders and video cameras, acoustic imaging products
including audio products, refrigerators, washing machines, cooking appliances, seasonal appliances, homeelectronic appliances including beauty appliances, personal computers, personal computer accessories, personal
computer software, telecommunications devices including mobile telephones, video games, watches, usedpersonal computers, sports equipment, toys, glasses and contacts, alcoholic beverages and soft drinks,
pharmaceuticals, everyday goods, and other products.
Aside from the merchandising business, Nippon BS Broadcasting Corporation runs a BS digital broadcasting
business using BS digital high-definition broadcasting, and TOSHIMA CABLE NETWORK CO., LTD runs abroadcasting business using cable television.
2. The objective of holding listed subsidiaries and ensuring the effectiveness of governance
The Company owns two listed subsidiaries, Kojima Co., Ltd. and Nippon BS Broadcasting Corporation.
The benefits of the Company maintaining the listing of these subsidiaries is to make securing excellent humanresources easier, to maintain our brand, to secure trust and expand order volume from our transaction partners,
and to increase the motivation of our employees. The Company also believes that maintaining the current
corporate culture and management independence of these two companies is appropriate to increase the value of
the Group.
Furthermore, the Company takes a leading role in the creation and operation of governance structures at its listed
subsidiaries by selecting the independent outside officers that serve at the listed subsidiaries and respects theindependence of each company by not damaging the interests of minority shareholders through inappropriate
intervention.
At the same time, based on its “Affiliate Management Rules,” the Company has created a system to reportnecessary information and works to create and expand group synergies while maintaining governance structures.
[Kojima Co., Ltd.]The Company owns 50.5% (as of August 31, 2023) of the voting rights of Kojima Co., Ltd., a company listed on
the Prime Market of the Tokyo Stock Exchange.
Important organizations such as Board of Directors of Kojima Co., Ltd. are managed independently, and the
management independence is maintained.

- 10 -

As parent company, the Company maintains a common understanding on management with Kojima Co., Ltd.
and keeps track of its earnings. The Company deems that the corporate governance framework of Kojima Co.,
Ltd. is satisfactory as a listed company.
[Nippon BS Broadcasting Corporation]
The Company owns 61.4% (as of August 31, 2023) of the voting rights of Nippon BS Broadcasting Corporation,
a company listed on the Standard Market of the Tokyo Stock Exchange.
Important organizations such as Board of Directors of Nippon BS Broadcasting Corporation are managed
independently, and the management independence is maintained.
As parent company, the Company maintains a common understanding on management with Nippon BS
Broadcasting Corporation and keeps track of its earnings. The Company deems that the corporate governanceframework of Nippon BS Broadcasting Corporation is satisfactory as a listed company.

- 11 -

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

Company with Audit and Supervisory Committee[Directors]
Maximum Number of Directors Stipulated in Articles of Incorporation

20

Term of Office Stipulated in Articles of Incorporation

1 yearChairperson of the Board

President

Number of Directors

13

Appointment of Outside Directors

Appointed

Number of Outside Directors

6

Number of Independent Officers Designated from among Outside Directors

5

Relationship with the Company (1)NameAttributeTakeshi Uemura

From another company

Kiyoshi Tokuda

From another company

Masaru Nakamura

From another company

Yukiko Kishimoto

From another company

Koichi Sunayama

From another company

Takeshi Toshimitsu

From another company

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

△
○

△

* Categories for “Relationship with the Company”“○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past;“●” when a close relative of the Director presently falls or has recently fallen under the category; and“▲” when a close relative of the Director fell under the category in the pasta. Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaryb. Non-executive Director or executive of the parent of the Company
c. Executive of a fellow subsidiary of the Company
d. Party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accounting professional or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides remuneration as a Director
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
corporation)h. Executive of a client or supplier of the Company (which does not correspond to any of d., e., or f.) (theDirector himself/herself only)
i Executive of a corporation to which outside officers are mutually appointed (the Director himself/herself
only)
j Executive of a corporation that receives a donation from the Company (the Director himself/herself only)
k. Other- 12 -

Relationship with the Company (2)Name

TakeshiUemuraKiyoshi
TokudaAudit andSupervisory
Committee
memberDesignationas
Independent
Officer〇〇

Supplementary Explanationof the Relationship—

Mr. Tokuda served as aperson who executes
business in TV Tokyo
Corporation, a major
shareholder of theCompany, from June 2016
to June 2019.
Although he served as aperson who executes
business in the Company’s
major shareholder TV
Tokyo Corporation, he has
now retired from thatcompany and is currently
commissioned to TV Tokyo
Corporation’s groupcompany (advisor to theengineering division).
Therefore, TV Tokyo
Corporation does not haveinfluence on the Company’s
management decisionmaking through him.

- 13 -

Reasons for Appointment
Mr. Uemura maintains a wealth ofexperience and extensive insight asa business manager. We believe that
his abundant experience and insightare reflected in the management of
the Company, he provides opinions
as an Outside Director that are
useful for management of theCompany, and he contributes to themaintenance and strengthening ofgovernance.
Based on the judgment of attributesof the Tokyo Stock Exchange, theCompany judged that as an attributeof an independent officer, Mr.
Uemura is unlikely to cause aconflict of interest with generalshareholders, and appointed him as
independent officer as defined in
Article 436-2 of the Securities
Listing Regulations of the Tokyo
Stock Exchange.
Mr. Tokuda maintains a wealth ofexperience and extensive insight asa business manager. We believe that
his abundant experience and insightare reflected in the management of
the Company, he provides opinions
as an Outside Director that are
useful for management of theCompany, and he contributes to themaintenance and strengthening ofgovernance.
Based on the judgment of attributesof the Tokyo Stock Exchange, theCompany judged that as an attributeof an independent officer, Mr.
Tokuda is unlikely to cause aconflict of interest with generalshareholders, and appointed him as
independent officer as defined in
Article 436-2 of the Securities
Listing Regulations of the Tokyo
Stock Exchange.

Name

Audit andSupervisory
Committee
memberDesignationas
Independent
Officer

MasaruNakamura

YukikoKishimoto〇〇Supplementary Explanationof the Relationship

Reasons for Appointment

Mr. Nakamura currently
serves as a person who
executes business in
Sumitomo Mitsui Banking
Corporation, a major
business partner (lender) of
the Company.

Mr. Nakamura maintains a wealth ofexperience and extensive insight infinancial institutions, etc. We
believe that his abundant experienceand insight are reflected in the
management of the Company, heprovides opinions as an Outside
Director that are useful for
management of the Company, andhe contributes to the maintenanceand strengthening of governancefrom an objective and neutral
standpoint.

—

Ms. Kishimoto has abundant
experience and extensive insight as
an author and as a person ofacademic standing for many years.
As such, we believe that she willdraw on such expertise to
sufficiently contribute tostrengthening the Company’s audit
framework with accurate advice
with regards to the management of
the Company from an independent
position.
Based on the judgment of attributesof the Tokyo Stock Exchange, theCompany judged that as an attributeof an independent officer, Ms.
Kishimoto is unlikely to cause aconflict of interest with generalshareholders, and appointed her as
independent officer as defined in
Article 436-2 of the Securities
Listing Regulations of the Tokyo
Stock Exchange.

- 14 -

Name

Koichi
Sunayama

TakeshiToshimitsu

Audit andSupervisory
Committee
member〇〇Designationas
Independent
Officer〇〇

Supplementary Explanationof the Relationship

Reasons for Appointment

Mr. Sunayama worked atMizuho Bank, Ltd. (former
The Fuji Bank, Limited), a
major business
partner (lender) of theCompany.
Although the Company hasborrowings from Mizuho
Bank, Ltd., he has already
retired from his role as aperson who executes
business in Mizuho Bank,
Ltd. Therefore, the bankdoes not have influence on
the Company’s
management decisionmaking through him.

Mr. Sunayama has abundant
experience, achievements, andinsight cultivated through his careerat financial institutions and otherorganizations.
As such, we believe that he willdraw on such expertise to
sufficiently contribute tostrengthening the Company’s audit
framework with accurate advice
with regards to the management of
the Company from an independent
position.
Based on the judgment of attributesof the Tokyo Stock Exchange, theCompany judged that as an attributeof an independent officer, Mr.
Sunayama is unlikely to cause aconflict of interest with generalshareholders, and appointed him as
independent officer as defined in
Article 436-2 of the Securities
Listing Regulations of the Tokyo
Stock Exchange.

—

Mr. Toshimitsu has abundant
experience and broad-ranging
insight as a business manager and an
attorney at law. We believe that hewill apply such experience andinsight to strengthen the Company’s
audit framework and to provide
advice and suggestions from a broad
perspective and an objective andneutral viewpoint.
Based on the judgment of attributesof the Tokyo Stock Exchange, theCompany judged that as an attributeof an independent officer, Mr.
Toshimitsu is unlikely to cause aconflict of interest with generalshareholders, and appointed him as
independent officer as defined in
Article 436-2 of the Securities
Listing Regulations of the Tokyo
Stock Exchange.

- 15 -

[Audit and Supervisory Committee]
Member Composition, and Chairperson’s Attributes
Audit and Supervisory Committee
Total Committee Members

4Full-time Members

1

Inside Directors

1

Outside Directors

3

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

Inside Director

Appointed

Matters Regarding the Independence of the Directors and/or Employees from the Executive Directors
The Audit and Supervisory Committee may exclusively employ employees, etc. to assist with its duties. To secure
the independence of the assistant employees, etc. and the effectiveness of their instructions, instructions andorders for the assistant employees, etc. shall be given by the Audit and Supervisory Committee Members, andthe reassignment and evaluation of, and disciplinary actions against the assistant employees shall require the priorapproval of the Audit and Supervisory Committee.

Cooperation among Audit and Supervisory Committee Members, Accounting Auditor and Internal Audit
Division
Cooperation among Audit and Supervisory Committee and Accounting Auditor
Meetings are held at the time of audits of quarterly financial results, etc. by the Accounting Auditor and asnecessary to ensure mutual understanding by exchanging information and opinions on the audit plans, progressand results of audit.
Cooperation among Audit and Supervisory Committee and Internal Audit Division
The Group Internal Control Management Department was set up as the Internal Audit Division and conducts
internal audits on the appropriateness and reasonableness of business processes whenever necessary.
The Audit and Supervisory Committee participates regularly in the internal audit reporting meetings as well as
giving intensive audit instructions to the Internal Audit Division and requesting detailed reports on results, andso forth, working to make companywide operational improvements.
[Voluntary committees]
Voluntary Establishment of Committee(s)Equivalent to Nominating Committee or
Compensation Committee

Established- 16 -

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

Nominating Committee

Committee Equivalent toCompensation Committee
Compensation Committee

Total Committee Members

44

Full-time Members

00Inside Directors

11Outside Directors

33Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Supplementary Explanation
In addition to the above, to ensure transparency of the Company’s management and to contribute to theenhancement of corporate governance by the Board of Directors, the Company has established a GovernanceCommittee consisting mainly of outside directors in order to exchange opinions and submit proposals on mattersrelated to the cooperation between the External Accounting Auditor, Internal Audit Division and Internal Control
Division and matters related to the cooperation with the Audit and Supervisory Committees.
[Independent Officers]
Number of Independent Officers

5

Matters relating to Independent Officers—[Incentives]
Implementation of Measures to Provide
Incentives to Directors

Introduction of the stock option plan

Supplementary Explanation
The plan is introduced for the purpose of further enhancing motivation and morale of the Directors (excluding
Outside Directors) to contribute to improving business performance and increasing corporate value over the
medium to long term.
Recipients of Stock Options

Inside Directors, employees and Directors of Subsidiaries

Supplementary Explanation
An incentive plan is introduced for the purpose of further enhancing motivation and morale of the Executive
Officers and employees (“officers and employees of the Company”) to contribute to improving businessperformance and increasing corporate value over the medium to long term, as well as for the purpose of sharing
the value between shareholders and officers and employees of the Company, and rewarding their services.

- 17 -

[Director Remuneration]
Disclosure of Individual Directors’ Remuneration

No individual disclosure

Supplementary Explanation Update
The amount of remuneration paid in the fiscal year ended August 31, 2023
Director
Remuneration: ¥202 million
Number of Directors: 7(Excluding Outside Directors)
Audit and Supervisory Committee Member
Remuneration: ¥15 million
Number of Audit and Supervisory Committee
Member: 1(Excluding Outside Directors)
Outside officer
Remuneration: ¥39 million
Number of Outside officers: 7
Policy for Determining Remuneration Amounts
or Calculation Methods Thereof

Established

Disclosure of Policy for Determining Remuneration Amounts or Calculation Methods Thereof*

The upper limit of the remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) was set at ¥450 million per year (as part of which, the upper limit of the remuneration
for Outside Directors was set at ¥50 million per year) by the resolution of the 40th Annual General Meetingof Shareholders. Furthermore, by the resolution of the 41st Annual General Meeting of Shareholders, in a
separate framework from the above remuneration, etc., the upper limit of remuneration related to share
remuneration-type stock options for Directors (excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors) was set at ¥100 million per year. The upper limit of the
remuneration for Directors who are Audit and Supervisory Committee Members was set at ¥80 million peryear by the resolution of the 40th Annual General Meeting of Shareholders.

[Supporting System for Outside Directors]
Agendas, dates, etc. of meetings of the Board of Directors are notified to the Directors in advance by the President
Office. Attendance and absence are confirmed in advance, and for matters that expression of opinion is required,those who plan to be absent convey their opinions to the President Office, which are expressed at the meetings
as opinions of such absent officers.
The proceedings at the meeting and the result thereof are reported to the officers who were absent from themeeting.

2. Matters on Functions of Business Execution, Audit and Supervision, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System) Update
The Audit and Supervisory Committee consists of four Directors who are Audit and Supervisory Committee
Members (including three Outside Directors), and it audits and supervises the legality and appropriateness of the
Directors’ business execution. The Company believes that an audit framework based on an Audit and Supervisory
Committee including Outside Directors is an effective means of supervising management, and has adopted thissystem accordingly.
The Board of Directors consists of 13 Directors, including four Directors who are Audit and Supervisory
Committee Members, (six of whom are Outside Directors, including three Outside Directors who are Audit andSupervisory Committee Members). It decides the business execution of the Company and supervises theexecution of duties by Directors through mutual checks among Directors. In principle, the Board of Directors
holds a regular meeting once a month based on the Board of Directors Regulations, and in the event that an
important management matter occurs, it holds an extraordinary meeting as needed. The Board of Directors
deliberates and decides important matters in accordance with laws and regulations and internal rules, as well as- 18 -

receives a report on operating results, status of business execution, difference between the budget and actual
results, etc. from a Director, etc. in charge of each division.
The Executive Officers Meeting is comprised of Executive Officers. Full-time Directors who are Audit andSupervisory Committee Members and General Manager of Group Internal Control Management Department also
attend the meeting. In principle, the Company holds the Director Generals Meeting once a month, and decides
agenda items for meetings of the Board of Directors and other matters stipulated by the internal regulations.
Managers of each department report the status of business execution once a month, and if there is a matter that
may conflicts with relevant laws and regulations, he/she reports it at the Executive Officers Meeting. General
Manager of Group Internal Control Management Department carries out necessary investigations on the matterand reports the status of handling at the Executive Officers Meeting.
The Company also has established a Governance Committee, Nominating Committee, and Compensation
Committee, which serve as advisory bodies to the Board of Directors. The Governance Committee is comprisedof the Representative Director, Outside Directors, and Directors who are Audit and Supervisory Committee
Members and deliberates on general matters related to corporate governance. The Nominating Committee iscomprised of the Representative Director and Outside Directors and deliberates on the appointment and dismissalof the Company’s Directors and Executive Officers. The Compensation Committee is comprised of theRepresentative Director and Outside Directors and deliberates on the remuneration of the Company’s Directors
and Executive Officers. Each committee reports on its deliberations to the Board of Directors.
The remuneration amount for each of the Company’s Directors (excluding Directors who are Audit andSupervisory Committee Members) is decided, within the scope of the maximum amount determined by aresolution of the General Meeting of Shareholders, by the Representative Director and President after deliberationby the Board of Directors, following examination by the Compensation Committee, which is chaired by an
Outside Director (excluding Directors who are Audit and Supervisory Committee Members).
The remuneration amount for each of the Directors who are Audit and Supervisory Committee Members is
decided, within the scope of the maximum amount determined by a resolution of the General Meeting of
Shareholders, through a discussion of the Directors who are Audit and Supervisory Committee Members.
The Company has entered into an audit agreement with Deloitte Touche Tohmatsu LLC, and is audited by theaudit corporation. The certified public accountants who executed the audit duties for the fiscal year ended August
31, 2023, are Designated and Engagement Partners Junichi Yamanobe and Shinji Seki.
Based on Article 427, paragraph 1 of the Companies Act and the Company’s Articles of Incorporation, theCompany has entered into an agreement with Directors (excluding Directors who are Executive Directors, etc.)
to limit the liability for damages under Article 423, paragraph 1 of the Companies Act. The maximum amount ofliability for damages under this agreement is the minimum liability amount provided by laws and regulations.

3. Reasons for Adoption of Current Corporate Governance Framework Update
The Company decides important management matters based on the Board of Directors Regulations at the meetingof the Board of Directors including Outside Directors, and decides agenda items for meetings of the Board of
Directors and other matters stipulated by the internal regulations at the Executive Officers Meeting, in an effort
to enhance the management transparency and make swift decisions. The Company recognized that the appropriate
corporate governance is ensured through the audit and monitoring by the Audit and Supervisory Committee andthe mutual checks among Directors.

- 19 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Energize General Meetings of Shareholders and Smooth Exercise of Voting Rights
Supplementary Explanations
Scheduling General Meetingof Shareholders Avoiding thePeak Day

The meetings are held in mid-November.

Allowing Electronic or
Magnetic Exercise of Voting
RightsThe Company has made it possible for shareholders to exercise their voting
rights via the Internet.

Participation in Electronic
Voting Platform and Other
Efforts to Enhance the Voting
Environment for Institutional
Investors

The Company participates in the Electronic Voting Platform.

Providing Notice ofConvocation in English(Translated Partially)

The Company provides English translation of the notice of convocation.

Other

The notice of the general meeting of shareholders, notice of resolutions, etc.,
are posted on the IR website established by the Company.

2. IR Activities Update
Supplementary Explanations

Explanation byRepresentative

Preparation and Publication ofDisclosure Policy

The Company establishes its IR policy including theobjectives and basic policy of IR activities, methodof information disclosure, future outlook, IR quiet
period and share quotations, and publishes it on the
IR website.

Regular Investor Briefings for
Individual Investors

The Company holds briefings for individual
investors to facilitate understanding on the details of
business and future business developments, etc.

No

Regular Investor Briefings forAnalysts and Institutional
Investors

The Company holds briefings twice a year for
analysts and institutional investors to provide
information such as details of financial results,business conditions, and future businessdevelopments. In addition, replays are madeavailable via video-on-demand at a later date.

Yes

Posting of IR Materials on
WebsiteThe Company has an IR page where the Company
introduces matters related to its business operation
and appropriately posts financial data and relatedmaterials. The monthly sales information is also
posted on the website.
Website: https://www.biccamera.co.jp/ir/index.html

Establishment of Department
and/or Manager in Charge ofIR

The Finance & Accounting Department with fulltime staff is in charge of IR.

- 20 -

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Provisions to Ensure Due
Respect for Stakeholders inInternal Rules, etc.

The Company has established the charter of corporate behavior and underthe management philosophy to “contribute to society by practicing theprinciple of customer first, and offering best service to customers,” strives tomaximize the interest of each stakeholder and to maintain and enhancesocial trust.
[Environmental Conservation]
The Group, as an environmentally advanced enterprise, is actively working
to bring about a circular economy, such as through the subsidiary Future
Ecology, Co., Ltd., which is engaged in the home appliance recycling
business, and the subsidiaries Sofmap Co., Ltd. and JANPARA Co., Ltd.,
which are engaged in the re-use business.
In addition, Japan’s Ministry of the Environment (MOE) granted theCompany the first certification under the Eco-First Program in 2008, and theCompany is actively working to reduce CO2 emissions.

Implementation ofEnvironmental Conservation
Initiatives, CSR Activities, etc.

[Sustainability]
Sustainability initiatives of the Company● The Company discloses its initiatives related to “Initiatives related to
the TCFD recommendations,” “Human rights,” and the “HealthManagement Declaration.”(https://www.biccamera.co.jp/ir/csr/index.html)● Comprehensive collaboration
The Company has concluded
comprehensive collaboration agreements with local
governments and contributes to the characteristics
of communities.
[Integrated Reports]
Based on the Company’s policy of reporting the Group’s value-creation
process, business strategies, ESG information, and other information to all
stakeholders in an easy-to-understand manner, the Company discloses suchinformation on the Sustainability page of IR website.

Formulation of Policies for
Information Provision to
Stakeholders

To ensure transparency and fairness, the Company ensures timely andappropriate disclosure of information to stakeholders as required by therules on timely disclosure set by the stock exchanges. The Company also
strives to disclose to the extent possible information that is not subject to therules on timely disclosure but is deemed necessary or useful in gaining
understanding on the Company.

Other

The Company obtains PrivacyMark which is a public authentication
certifying that it has an established personal information protection
management system.

- 21 -

IV. Matters Related to Internal Control System Update
1. Basic Views on Internal Control System and Progress of System Development
Basic policies related to internal control system
The Company establishes the “Basic Policy Regarding Internal Control Systems” in order to develop theframework for ensuring the proper business operation and the reliability of financial reporting as follows. The
Board of Directors makes a sustained effort to review the development and implementation of the internal control
system to establish a framework for efficient, lawful and proper business operation.
1. Framework ensuring that execution of duties by Directors and employees complies with laws and regulations
and the Articles of Incorporation(1) To ensure that execution of duties by Directors and employees complies with laws and regulations andthe Articles of Incorporation, and to respect corporate ethics and fulfill social responsibilities, theCompany ensures that the Bic Camera Purpose and the Bic Camera Charter of Corporate Behavior(“Charter of Corporate Behavior”), the Basic Policies on Risk Management, and the Compliance Manualare fully understood by its Directors and employees.
(2) The officer in charge of compliance shall be the Director supervising general affairs and human resources,
and the General Affairs and Human Resources Department shall be the division in charge of compliance.
The General Affairs and Human Resources Department produces a manual on compliance for distribution
to Directors and employees, and conducts training, etc. to increase knowledge on compliance among
Directors and employees and to foster a sense of respect.
(3) The Company develops a framework in which reports on the status of execution of duties by each
Director and Executive Officer are presented at meetings in accordance with the Board of Directors
Regulations and the Executive Officers Meeting Regulations.
(4) In order to adapt to changes in the business climate, the Company develops a framework in which duties
are executed in accordance with the regulations as set forth in the Organization Regulations andRegulations on Segregation of Duties, which stipulate the corporate organization, office organization,
chain of command, and segregation of duties, etc., and Administrative Authority Regulations which
stipulate basic matters on the implementation of the decision-making system.
(5) The Group Internal Control Management Department (“Internal Control Management Department”)
oversees the organization of internal control.
(6) The Company establishes a compliance help desk and a consultation desk for inquires on personal
information and product accidents, in order to develop a framework for gathering and utilizing
information obtained from within and outside the Company. The compliance help desk is operated inaccordance with the Regulations on Protecting Whistleblower, and the Company shall develop and hasten
familiarity of a framework to allow Directors and employees to easily consult or report any complianceviolations, etc. within the Company, and to ensure that persons who have consulted or reported are nottreated disadvantageously.
(7) The Company shall develop a framework in which the effectiveness of internal audits is secured in orderto enable the Internal Control Management Department to perform highly specialized and ethical audits.
2. Framework for storing and managing information related to execution of duties by Directors
The Company shall operate a framework for storing and managing information related to execution of duties
by Directors appropriately as prescribed in the Board of Directors Regulations, Information Security
Regulations, and Confidential Information Management Regulations.
3. Regulations and other framework for managing risks of loss
(1) The Internal Control Management Department shall be the division in charge of risk management. The
Internal Control Management Department shall establish and implement a framework tocomprehensively identify and manage the overall risks to the corporate group consisting of the Company
and its affiliates (the “Group”) in accordance with the Risk Management Regulations (“Risk Management
System”). The Risk Management System shall respond to the changes in social circumstances.
Furthermore, the General Manager of Group Internal Control Management Department shall report on
the status of risk management as necessary to the Board of Directors and the Audit and Supervisory
Committee.

- 22 -

(2) When an unexpected situation arises, an Emergency Response Headquarters headed by the
Representative Director and President shall be established and implement a rapid response to provide aframework for preventing the spread of damage and containing it to a minimum.
4. Framework ensuring the efficiency of execution of duties by Directors(1) The Company shall determine material matters and share information on the status of execution ofbusiness operations by the Directors at the regular meetings of the Board of Directors held once a monthand extraordinary meetings held as needed based on the Board of Directors Regulations.
(2) In principle, the Executive Officers Meeting is held once a month, and decides on material decision
matters other than those matters to be determined by the Board of Directors and reviews agenda items
for the meetings of the Board of Directors based on the Executive Officers Meeting Regulations. The
Company also holds extraordinary Executive Officers Meeting as needed.
(3) To ensure speedy and efficient execution of business operations, the Company holds various meetings
such as the Each Division Meetings, etc. and the results of such reviews are resolved at the meetings of
Executive Officers and meetings of the Board of Directors.
(4) Based on the budgeting system, the Company obtains the monthly performance in a timely manner, anddetermine and implement countermeasures as needed.
(5) The Company formulates a medium-term management plan and clarifies objectives to be achieved as acompany, while also clarifying operating targets for each Director (excluding Directors and Outside
Directors who are Audit and Supervisory Committee Members).
(6) By using IT systems such as electronic approval applications, the Company seeks to streamline
operations and speedup and simplify the sharing of information with other Directors and communicationof intentions.
5. Framework ensuring the proper business operation of the Group(1) Framework ensuring that execution of duties by Directors and employees of affiliates complies with laws
and regulations and the Articles of Incorporation
1. To develop a framework ensuring that execution of duties by Directors and employees complies withlaws and regulations and the Articles of Incorporation, the entire Group shall work as one based on the
Bic Camera Purpose and the Charter of Corporate Behavior and Regulations on the Management ofAffiliates, and other regulations.
2. The managing division provided for in the Regulations on the Management of Affiliates shall manage
the unified internal control of the affiliates. Said managing department shall perform internal audits
based on the Regulations on the Management of Affiliates in collaboration with the Internal Control
Management Department.
3. The division in charge of compliance shall establish a framework to allow Directors and employees ofaffiliates to easily consult or report to the Company any compliance violations, etc. within theirorganization, and provide necessary training for the Directors and employees of the Group dependingon their positions and duties, etc.
(2) Framework for reporting to the Company matters pertaining to the execution of duties by the Directors
and employees of affiliates and framework to ensure the efficient execution of such duties
1. Based on the Regulations on the Management of Affiliates, the Company shall develop a framework on
the reporting to the Company of matters pertaining to the execution of duties by the Directors andemployees of affiliates, such as meetings with affiliates, and develop a framework to ensure the efficient
execution of such duties.
2. The Company shall develop a framework to establish an IT system that will be needed to achieve bothmanagement efficiency and risk management as well as proper financial reporting. In building the IT
system, the Company shall develop the Information System Management Regulations and proper
operational framework, and taking into account the mutual impacts that the IT system and the
management environment, organization and business operations may have, make appropriate evaluationof the effects and risks in order to achieve optimization and improvements across the entire Group.
(3) Regulations and other frameworks related to management of Group’s risk of loss
In order to identify the Group’s risks in a timely and appropriate manner, the division in charge of risk
management shall establish and implement an appropriate framework for the assessment andmanagement of the risks to the entire Group such as requesting affiliates to submit Risk Management
Reports based on the Risk Management Regulations.

- 23 -

6. Framework ensuring reliability of financial reporting(1) Each group company shall manage the risks of making misstatements of material matters in the financial
reporting, and to reduce and prevent such risks, develop and implement internal controls and regulations
on financial reporting as well as assess the changes and revisions in the management environment,
organization and business operations to make amendments to its internal controls and regulations on
financial reporting in a timely and appropriate manner.
(2) The Board of Directors shall supervise the development and implementation of the internal controls
pertaining to financial reporting of each group company.
(3) The Internal Control Management Department shall evaluate the framework ensuring the reliability offinancial reporting for each fiscal year, and report the results at the meetings of the Board of Directors.
If, as a result of such evaluation, any correction or improvement is necessary, each supervising division
shall promptly take countermeasures.
7. Matters related to the framework necessary in executing duties of the Audit and Supervisory Committee(1) Matters related to Audit and Supervisory Committee assistants in the case where the Audit andSupervisory Committee requests the placement of employees to assist its duties (“Audit and Supervisory
Committee assistants”)
1. In the case where the Audit and Supervisory Committee requests the placement of employees to assist
its duties, the Board of Directors appoints appropriate personnel to carry out such duties.
2. The Audit and Supervisory Committee assistants shall follow the directions and orders of the Audit andSupervisory Committee when assisting the Audit and Supervisory Committee’s duties.
(2) Matters regarding the independence of the Audit and Supervisory Committee assistants from the
Directors (excluding Directors who are Audit and Supervisory Committee Members) and theeffectiveness of their instructions
In order to ensure the independence of the Audit and Supervisory Committee assistants from the Directors(excluding Directors who are Audit and Supervisory Committee Members) and the effectiveness of theirinstructions, the reassignment and evaluation of, and disciplinary actions against the Audit andSupervisory Committee assistants shall require the prior approval of the Audit and Supervisory
Committee.
(3) Framework for reporting to the Audit and Supervisory Committee by the Directors (excluding Directors
who are Audit and Supervisory Committee Members) and employees and frameworks related to otherreports to the Audit and Supervisory Committee
1. Directors and employees report the following matters to the Audit and Supervisory Committee inaccordance with the “Audit and Supervisory Committee Regulations,” the “Regulations Regarding
Reporting, etc., to the Audit and Supervisory Committee,” “Audit and Supervisory Committee AuditingStandards,” and “Implementation Standards for Audit and Supervisory Committee Auditing Concerning
Internal Control System.”a. Material matters that affect the management and financial results of the Group.
b. Material matters concerning the management status of the Group each monthc. Overview of the activities of the Internal Control Management Department, the General Affairs andHuman Resources Department and other departments in charge of audit engagements of the Group.
d. Overview of activities related to the internal controls of the Group.
e. Serious breaches of laws, regulations, or the Articles of Incorporation.
f. Matters that could cause significant damage to the Group.
g. Status of operation of the compliance help desk, status of whistle blowing, and other material mattersfor compliance.
2. Directors in charge of each department (excluding Directors who are Audit and Supervisory Committee
Members) and employees shall report regarding the risk management framework for the department
under their charge as appropriate after consultation with the Audit and Supervisory Committee.
(4) Framework for reporting to the Audit and Supervisory Committee by the directors and employees ofaffiliates and frameworks related to other reports to the Audit and Supervisory Committee
Directors, employees and corporate auditors of affiliates or any person receiving a report from them shallreport, in addition to matters designated by law, the following to the Audit and Supervisory Committee:
1. Material matters that affect the management and financial results of the Group.
2. Outline of activities of Corporate Auditors, etc.
3. Overview of activities related to internal control
4. Serious breaches of laws, regulations, or the Articles of Incorporation.

- 24 -

5. Matters that could cause significant damage to the Group.
6. Status of operation of the Group’s compliance help desk, status of whistle blowing, and other material
matters for compliance.
(5) Framework for ensuring that persons who have reported to the Audit and Supervisory Committee are nottreated disadvantageously because of the report
The Company shall ensure that persons who have reported to the Audit and Supervisory Committee are
not treated disadvantageously in personnel terms because of the report. The approval of the Audit andSupervisory Committee shall be obtained regarding their treatment.
(6) Matters related to the policy for processing of expenses, etc. arising from the execution of duties of the
Audit and Supervisory Committee
Advance payment of fees to attorneys and certified public accountants, etc. that arise in the course of
executing the duties of Directors who are Audit and Supervisory Committee Members, reimbursement
procedures, or settlement of other fees or debts that arise in the course of executing said duties shall beborne by the Company based on the Regulations on Reporting, etc. to Audit and Supervisory Committee,
except for cases in which such fees are deemed unnecessary for the duties of Audit and Supervisory
Committee Members.
(7) Other frameworks for ensuring that audits of the Audit and Supervisory Committee are conductedeffectively
1. The Company will strive to deepen the understanding of Audit and Supervisory Committee audits andprepare an environment for Audit and Supervisory Committee audits
2. The Directors who are Audit and Supervisory Committee Members shall attend the meetings of theBoard of Directors, as well as the Executive Officers Meeting and other important meetings, where they
may offer their opinions and request reports to Directors, etc., (excluding Directors who are Audit andSupervisory Committee Members) as necessary.
3. The Audit and Supervisory Committee shall hold regular meetings, etc. with the Representative Director,
Accounting Auditor, corporate auditors of affiliates, etc., Internal Control Management Department,
General Affairs and Human Resources Department and other departments in charge of audit
engagements. Moreover, the Audit and Supervisory Committee shall realize a full collaboration
between the Audit and Supervisory Committee Members, Internal Control Management Department,
and Accounting Auditor, to develop a framework ensuring that audits are performed effectively.
4. The Audit and Supervisory Committee may inspect documents requesting formal approval and othermaterial documents concerning the performance of duties, and may request explanation as needed to
Directors and employees.

2. Basic Views on Eliminating Anti-Social Forces and Progress of Related Efforts Update(1) The Company stipulates in the Charter of Corporate Behavior that it “will firmly confront anti-social
forces and organizations that poses a threat to the order and safety of civil society,” and deal with antisocial forces in a resolute attitude. In addition, the Company distributes the Charter of Corporate
Behavior and Compliance Manual to the Directors and employees of the Group and further strives tomake sure they are fully understood through in-house training, etc.
(2) The General Affairs and Human Resources Department shall be responsible for dealing with anti-social
forces, and shall collaborate with outside specialized institutions, such as the police and attorneys
depending on the case. In addition, and shall strive to strengthen the framework through activities suchas collecting information on anti-social forces and receiving instructions on how to respond appropriately
to illegitimate demands.
(3) The Company added a chapter on “Investigations and confirmation on affiliations with anti-social forces”
in its Contract Management Regulations, and makes it a rule to investigate all perspective business
partners first and start dealing with them only when they are found not to have problematic affiliations
with anti-social forces. In addition, the Company prescribes a provision on code of conduct in the contract
which requires the contractor to guarantee that it is not affiliated with anti-social forces and enables theCompany to terminate the contract without notice in the event any violation is found. The internal rules
also oblige checking on existing business partners to make sure they do not have affiliations with antisocial forces.

- 25 -

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

Not adopted

Supplementary Explanation—

2. Other Matters Concerning Corporate Governance System, etc.
—

General Meeting of Shareholders
Election/Dismissal

Election/Dismissal

Election/Dismissal

Board of Directors
Director (excluding Directors who are Audit andSupervisory Committee Members) 9 Directors

Audit
Monitor

Audit and Supervisory Committee

ReportExecutive
Officers
Meeting

ReportGovernance Committee
Nominating Committee
Compensation Committee

Sustainability
Promotion
Committee

Security Committee
Compliance Committee

Representative
Director and PresidentGroup Internal Control
Management Department

Whistleblow

ReportEducation
Enlightenment
Internal
audit

Affiliates

Internal
control audit

Education
Enlightenment

Administration
Instruction
Enlightenment

Education
Enlightenment

President Office, Sales Management Department, Product Management Department,
Logistics Department, Information System Department, Finance & Accounting
Department, General Affairs and Human Resources Department- 26 -

AdviceGuidance

Legal Advisor

Audit

Risk Management
Committee

Cooperation

Accounting Auditor (Auditing firm)

Cooperation

ReportDirector (Directors who are Audit and Supervisory
Committee Members) 4 Directors

Overview of Timely Disclosure System<Discussion>

Stock Exchange

Chief Information Officer

Approval of Decision-making
Organization

Representative Director and President
State
State

Chief Information Officer

Preparation of
disclosure materials

Numerical
information

Qualitative
information

Relateddepartments- 27 -

Preparation of
disclosure materials○ Aggregation and management ofCompany information○ Judgment of importance and reviewof necessity of information disclosure

Finance & Accounting
Department

ReportIR Committee
ReportPresident
OfficeReportFinance & Accounting
Department

Financialinformation

ReportDecisionsresolved

Each department and affiliate

Material
events