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

CORPORATE

Last Update: September 5, 2024
Japan Petroleum Exploration Co., Ltd.
YAMASHITA Michiro
Representative Director and President
Contact: +81-3-6268-7110
Securities Code: 1662
https://www.japex.co.jp/en/
The corporate governance of Japan Petroleum Exploration Co., Ltd. (“JAPEX”) is described below.
I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
1. Basic Views
 Contributing to society through stable energy supply and addressing social issues toward realizing the sustainable development goals is the corporate
vision of JAPEX.
 In order to achieve the corporate vision and to maximize our corporate value in a medium- and long-term perspective, the efficient and transparent
corporate management and the building of mutual trust relationships with our stakeholders including shareholders through ensuring our accountability
are required, and corporate governance is one of our important topics as the foundation. We will enhance our corporate governance by respecting the
purpose and spirit of Japan's Corporate Governance Code.

Reasons for Non-compliance with the Principles of the Corporate Governance Code JAPEX complies with all the principles of the Corporate Governance Code.

Disclosure Based on the Principles of the Corporate Governance CodePrinciple 1.4: Cross-shareholdings
 JAPEX owns cross-shareholdings comprising shares of companies we have determined to be necessary to promote smooth business operations andto maintain good business relationships with the purpose of enhancing sustainable growth and medium- to long-term corporate value.
 To ensure that these cross-shareholdings are reasonable, the Board of Directors assesses the validity of maintaining the holdings every year byconducting a qualitative evaluation related to the appropriateness of the purpose of owning the shares and a quantitative evaluation on whether the
benefits and risks from each holding cover JAPEX’s cost of capital.
 Based on this assessment, regarding the shares we decided to continue owning, we disclose the purpose and number of shares held as specificinvestments in our Annual Securities Report.
 If we determine that it has become less reasonable to own certain shares, we reduce the number of those shareholdings. Regarding the exercise of
voting rights, we determine whether to vote in favor of or against proposals only after individually evaluating the appropriateness of each andcomprehensively considering whether or not the proposals contribute to the purpose of owning the shares and the enhancement of medium- to longterm corporate value.
Principle 1.7: Transactions with Related Parties
 JAPEX carries out all transactions, including transactions between related parties, in accordance with the criteria set forth in decision and authorization
regulations, after review by the Administration & Legal Dept. and confirmation by the relevant departments, and after the approval of the President andofficers in charge, and other procedures.
 Competitive transactions by directors, principal transactions between directors and JAPEX, and transactions involving conflic ts of interest are conductedin accordance with the resolution standards of the Board of Directors after approval by the Board of D irectors. The results of transactions between
related parties are disclosed in the Annual Securities Report and other documents following a resolution of the Board of Directors.
Supplementary Principle 2.4.1: Ensuring Diversity within JAPEX(1) Ensuring diversity
 Under the JAPEX Diversity, Equity & Inclusion (DE&I) Policy set forth below, JAPEX recognizes that ensuring diversity in huma n resources is an
important management issue. Accordingly, we actively work to improve our internal environment and develop human resources to actively promote therecruitment of women, foreigners, and mid-career employees as well as their promotion to managerial positions.
JAPEX Diversity, Equity & Inclusion (DE&I) Policy In order to respond to changes in the business environment and achieve further growth as a comprehensive energy company, we r egard thepromotion of diversity, equity and inclusion (DE&I) as an important management issue, and aim to strengthen our corporate competitiveness andachieve sustainable development. To this end, we enable our diverse employees to create new value by encouraging each and every one to playtheir active role and grow their careers through fully demonstrating their inherent capabilities.
 By respecting diversity in terms of gender, nationality, age, disability, career, personality, and values, and by correcting social imbalances causedby these characteristics and differences, we will realize an organizational culture in which all employees can be productive and active.
(2) Voluntary and measurable targets for diversity and their status(i) Women◇Targets for the promotion of female employees to management positions: 25 or more by FY2025
Results for the past three fiscal years
FY2021
FY2022
FY202319
18
18◇Targets ratio of female new-graduates: 30% or more each year until FY2025
Results for the past three fiscal years
FY2021
FY2022
FY2023
33.3%
33.3%
35.0%
(ii) Foreigners
 Although we have no record of promoting foreign employees to management positions, we will actively promote them to management positions
with a view to future business development.
(iii) Mid-career employees
 To build a human resource portfolio that matches our management strategy, we have set targets for management and recruitment ratios,

considering the recruitment of human resources with different skills and experience as an important issue.
◇Targets ratio of mid-career hires in management positions: 20% or more to be maintained until FY2025
Results for the past three fiscal years
FY2021
FY2022
FY2023
24.5%
25.9%
29.0%
◇Target ratio of mid-career hires to total hires: 50% or more each year until FY2025
Results for the past three fiscal years
FY2021
FY2022
FY2023
56.4%
52.1%
62.7%
(3) Human resources development policy for ensuring diversity, internal environment development policy, and their status(i) Foster an organizational culture that makes the most of diversity
Policy for ensuring diversity
 We seek to improve productivity and create innovation by fostering an organizational culture that makes the most of their individual characteristics
and qualities of all employees, with positively accepting diversity and respecting differences.
Specific implementation status In order to foster an organizational culture that leverages diversity, we are making efforts to prevent discrimination and bias by introducing training
and rules on harassment, unconscious bias and psychological safety as well as those on recognition of sexual minorities. In addition, each year,
we provide training on various diversity-related topics depending on the situation.
(ii) Promote the activities of diverse human resources
Policy for ensuring diversity
 In order to realize the management plan, we secure outstanding talents regardless of gender, nationality, age, etc., and provide timely andappropriate placement and training as well as career and skills development support tailored to each employee, and conduct recruitment andplacement of human resources. In addition, we will establish a system that enables employees to continue to excel and adapt to rapid changes inthe business and to achieve self-fulfillment through proactive career development.
Specific implementation status We are working on hiring of both new graduates and mid careers. In FY2023, we have also initiated role-specific recruitment for new graduates,
aiming to secure specialized talent. This allows individuals to deepen their expertise according to their own career aspirati ons. Furthermore, weare strengthening our “alumni recruitment” program, which rehires individuals who have previously left JAPEX for personal reasons.
 We publish the career development guidelines, which serve as a guide for individual career advancement.
 In addition to twice-yearly career development meetings, we provide opportunities to discuss career issues with supervisors such as byrecommending daily one-to-one meetings.
 We internally share employees’ careers, job responsibilities, work experience, and skills through the utilization of the talent management system.
As a part of this activity, we disclose careers of officers or managers, etc. and put in place a system where applicants can directly consult withthem. We are also working to enhance our internal personnel recruitment system.
 In addition to providing career training for each age group, we have established a system for individual consultation by internal career
consultants.
(iii) Create an environment that respects diversity
Policy for ensuring diversity
 We promote the development of a work environment that allows employees to exert themselves to the fullest in all situations, taking into
consideration the circumstances and characteristics of each individual, including childcare, nursing care, disabilities, and LGBTQ+.
Specific implementation status In FY2023, we established the Inner Rule of Same-sex Partnership and revised the Anti-harassment Rules to include the harassment regarding
SOGI (Sexual Orientation and Gender Identity) as an object to prevent, and provided all employees with LGBTQ+ training.
 We are committed to promoting a variety of ways of working that are tailored to the individual circumstances of each employee. We haveintroduced a telecommuting system and a super flextime system, as well as a principle that transfers involving relocation must be approved by theemployee.
 We are making efforts to encourage male employees to take childcare leave. In FY2023, 60.0% of male employees took childcare leave, withaverage of 68 days.
Principle 2.6: Roles of Corporate Pension Funds as Asset Owners
 JAPEX has a contract-type corporate pension plan. We have established a basic investment policy aimed at securing the necessary earnings over thelong term in order to ensure the payment of pension benefits in the future, and has formulated the composition ratio of pension assets in considerationof risk and return.
 The investment management institutions entrusted by JAPEX have announced their acceptance of the Stewardship Code. We present our investment
guidelines to each investment management institution and monitor their performance on a regular basis.
 In addition, the Pension Asset Management Committee, which is composed of members including officers in the Finance & Accounting Dept. and
Human Resources Dept., has established a system that enables the asset allocation and asset details of pension plans to be reviewed as necessary
in order to achieve appropriate pension financial management.
Principle 3.1: Full Disclosure(1) Corporate vision, management strategy, and management plan
< Corporate Vision > We have established the JAPEX Group Corporate Vision and Code of Ethics and Conduct.
 Please refer to our website for details. https://www.japex.co.jp/en/company/overview/vision/<Management strategy and management plan> In view of the irreversible changes in energy demand structure due to global progress toward decarbonization, in May 2021 we formulated andannounced “JAPEX 2050,” which summarizes our responsibilities toward the realization of a carbon-neutral society and our direction for future businessdevelopment.
 In addition, in March 2022, we formulated and announced the “JAPEX Management Plan 2022–2030,” which sets forth a basic policy of improving
profitability and building a business foundation for 2030 and beyond.
 In May 2024, based on the progress of the “JAPEX Management Plan 2022-2030,” we announced our policy for building a business foundation for thesecond half of 2020 through 2030 and beyond in the explanation of financial results for the fiscal year ended March 31, 2024.
 Please refer to our website for details. https://www.japex.co.jp/en/ir/management/(2) Basic views and policies on corporate governance Please refer to “1. Basic Views” described above.
(3) Policies and procedures for determining the compensation of directors
 The compensation of directors is determined based on the policy for determining the compensation of directors set by the Board of Directors after
deliberation by the Nomination and Compensation Committee. This policy is described in “Disclosure of Policy f or Determining Compensation Amounts

and Calculation Methods” below.
(4) Policies and procedures for the appointment and dismissal of senior management and the nomination of candidates for direc tors and Audit &Supervisory Board Members
 The policies and procedures for the appointment and dismissal of senior management and the nomination of candidates for direc tors and Audit &Supervisory Board Members are as follows.
<Policies>◆ In nominating candidates for directors, JAPEX comprehensively considers the right person to be in the right position, taking into consideration
accurate and prompt decision-making, appropriate risk management, monitoring of business execution, and balancing the functions of JAPEX withthose of each business unit.
◆ In nominating candidates for Audit & Supervisory Board Members, JAPEX comprehensively considers the right person to be in the right position
while ensuring a balance between knowledge of finance, accounting, and legal affairs, knowledge of our business fields, and diverse perspectives
on corporate management.
<Procedures>◆ Candidates for directors and Audit & Supervisory Board Members are appointed based on a comprehensive consideration of their performance,
character, and insight, as well as their suitability for the duties of these positions. Candidates for Audit & Supervisory Board Members are selected
after obtaining the prior consent of the Audit & Supervisory Board and approval of the Board of Directors, and through deliberation by the General
Meeting of Shareholders. In the event that a director commits an act of misconduct or violation of laws or regulations, or is negligent in his/her duties,
the resolution of a general meeting of shareholders shall be sought after thorough deliberation by the Board of Directors.
◆ When considering the appointment of candidates for directors and Audit & Supervisory Board Members, JAPEX receives appropriate involvement
and advice from outside directors and outside Audit & Supervisory Board Members as necessary. The Nomination and Compensation Committee
deliberates on matters related to the appointment and dismissal of directors and Audit & Supervisory Board Members to be submitted to the General
Meeting of Shareholders.
(5) Reasons for the appointment and dismissal of senior management and the nomination of candidates for directors and Audit & Supervisory Board
Members
 Reasons for the appointment of directors and Audit & Supervisory Board Members of JAPEX are stated in the Notification of the Convocation to theOrdinary General Meeting of the Shareholders of JAPEX.
MOTOYAMA Yoshihiko, Audit & Supervisory Board Member and KAWAKITA Chikara, Audit & Supervisory Board Member: Refer to pages 15 and 16of the Notification of the Convocation to the 52nd Ordinary General Meeting of the Shareholders
TAKAHATA Shinichi, Audit & Supervisory Board Member and KATO Yoshitaka, Audit & Supervisory Board Member: Refer to pages 15 and 16 of the
Notification of the Convocation to the 54th Ordinary General Meeting of the Shareholders
 Directors: Refer to pages 6 to 14 of the Notification of the Convocation to the 54th Ordinary General Meeting of the Shareholders
https://www.japex.co.jp/en/ir/library/shareholdersmtg/
Supplementary Principle 3.1.3: Sustainability Initiatives(1) Sustainability initiatives
 JAPEX believes that our mission is to provide a stable supply of energy and that our business activities themselves are a for m of Corporate Social
Responsibility (CSR). Under this recognition, we discuss and decide on policies and core themes related to CSR and sustainabi lity at the managementlevel, and engage in activities across the entire JAPEX Group.
 Based on a policy to systematically promote CSR throughout the company, JAPEX identifies the core CSR themes “SHINE.” In 2023, we defined the“Materiality” as what connects the core CSR themes “SHINE” and “JAPEX Management Plan 2022-2030.” As the “Materiality,” four issues wereidentified from “SHINE” as what to work on now for our sustainable growth.
 The five core CSR themes identified by SHINE are as follows:
S: Stable and sustainable energy supply
H: HSE as our culture
I: Integrity and governance
N: Being a good Neighbor
E: The Employer of choice The four issues identified as Materiality are as follows:<Issues for Contributing to Society through our business>◆ Stable energy supply◆ Establishment of CN business<Strengthening of Management Foundation>◆ Promotion of HR development and diversity◆ Digital transformation (DX) JAPEX2050 sets forth our direction, including GHG emission reduction target and focus measures, aiming to achieve the world’s “Realizing CarbonNeutral Society in 2050” initiative. JAPEX2050 clarifies the direction for achieving net-zero emissions (Scope 1 + Scope 2) from our operations in 2050,
the GHG emission intensity reduction target of 40% in FY2030 compared to FY2019, and further expansion of businesses that contribute to therealization of a carbon-neutral society (CCS/CCUS and renewable energy). In addition, specific initiatives up to 2030 are outlined in the JAPEXManagement Plan 2022-2030.
 JAPEX is formulating strategies that take into account climate change risks and opportunities by establishing a governance structure in line with the
TCFD Recommendations and quantitatively assessing financial impacts based on scenario analysis, including the 2°C scenario and the 2050 net-zeroscenario. We manage climate change risks that are deemed important for our business within the company-wide risk management process.
 Please refer to our website and the Integrated Report for details of our approach to sustainability, our promotion system, and our initiatives.
Website: https://www.japex.co.jp/en/sustainability/
Integrated Report 2023: https://www.japex.co.jp/en/ir/uploads/pdf/JAPEX_IR2023_e.pdf(2) Investment in human capital
As part of its sustainability activities, JAPEX is committed to respecting employee diversity and developing human resources and to creating a fair andgood working environment, with the aim of becoming the “Employer of Choice.” Please refer to “Supplementary Principle 2.4.1: Ensuring Diversity within JAPEX” for the philosophy and policy for ensuring diversity based on respectfor diversity.
 In human resource development, JAPEX has established the Career Development Guidelines to support each employee’s self-realization throughcareer development, and has introduced education programs to support the effective formation and improvement of abilities required for careerdevelopment. In addition, for business skills, we have established an in-house university (JAPEX UNIVERSITY) that systematically develops
educational contents, mainly including video lectures held by in-house instructors, and we are expanding our business skill seminars.
 JAPEX established the Health & Productivity Management Declaration based on the idea that consideration for the health of employees contributes to
the growth and sustainability of JAPEX. We have established a promotion system managed by the President to support employees in maintaining andpromoting their health. In March 2024, JAPEX was selected for the first time as one of the 2024 Health and Productivity Stock Selection. In addition,
JAPEX was recognized as one of the White 500 in Health and Productivity Management Outstanding Organization for the fourth time since 2019 To create a good working environment, JAPEX has introduced a flexible working style and a telecommuting system to enhance employees’ work-lifebalance, as well as various systems to support child-raising and nursing care.
 In order to realize the management plan while responding to changes in the environment surrounding individuals, we have launc hed an engagement
survey, recognizing the need to strengthen the relationship of trust and ties (engagement) between employees and JAPEX even more than before.
Based on the results of the engagement survey, JAPEX is working to improve engagement by formulating action plans at each department. JAPEX willcontinue to conduct the survey on a regular basis to further improve company-wide engagement.
 Please refer to our website and the Integrated Report for details of our approach.
Website: https://www.japex.co.jp/en/sustainability/social/
Integrated Report 2023 (pages 24 to 25, 59 to 60): https://www.japex.co.jp/en/ir/uploads/pdf/JAPEX_IR2023_e.pdf(3) Investment in intellectual property
 Under JAPEX2050 and JAPEX Management Plan 2022-2030, JAPEX is working on new businesses that contribute to a carbon-neutral society,such as CCS/CCUS and renewable energy toward the realization of a carbon-neutral society. We will aggressively invest in technology in
general, including intellectual property, in order to transfer our knowledge of the E&P and infrastructure/utility businesses that we have cultivatedover 60 years to new businesses.


Please refer to our website and the Integrated Report for details of our approach.
Website: https://www.japex.co.jp/en/ir/management/carbonneutral/
https://www.japex.co.jp/en/technology/
Integrated Report 2023 (pages 27 to 35): https://www.japex.co.jp/en/ir/uploads/pdf/JAPEX_IR2023_e.pdf

Supplementary Principle 4.1.1: Scope of Delegation to Management
 The Board of Directors discusses and makes decision concerning important business execution, the detail of which is provided by the decisionmaking standard of the Board of Directors, including launching new business, management strategy such as a basic plan of mark eting andsales, and decision, revision, or repeal of the Medium-term Business Plan, as well as the exclusive prerogatives of the Board of Directors
stipulated by laws and regulations. From the standpoint of accelerating the speed of decision-making, we compose the Executive Committee by
the directors and other executives based at the headquarters to make decisions on the matters not involved by the decision-making standard of
the Board of Directors and to make a discussion to assist the decision-making in the Board of Directors.
 The Executive Committee is held basically two times in each month, and extraordinary meeting is also held as needed. For importantinvestments, the Investment Evaluation Committee evaluates the compatibility with the management policy prior to the institutional decision.
 For decisions on other business operations, we have established decisions and authorization regulations and have appropriately delegatedoperational authority to the President and below.
Principle 4.9: Independence Standards and Qualification for Independent Outside Directors
 JAPEX nominates Outside Officers who have experience as a corporate manager of a private company or are lawyers, and who are expected toprovide supervision and wide-ranging proposals to our management based on their abundant experience and deep insight. In addition to the
independence criteria stipulated by the Tokyo Stock Exchange, JAPEX judges that a person who does not meet all of the following criteria
satisfies independence.
(1) An executive of a company that provides products or services to JAPEX and for which the amount paid by JAPEX exceeds 2% of th e consolidated net
sales of the business partner in any of the last three fiscal years(2) An executive of a company in which JAPEX’s borrowings account for more than 2% of the consolidated total assets of JAPEX in any of the last threefiscal years(3) An executive of a company to which we provide products or services and whose payments to JAPEX exceed 2% of consolidated net sales of JAPEX in
any of the last three fiscal years(4) A person who has received compensation exceeding ¥10 million per year from JAPEX as a consultant, accounting expert, or legal expert in any of thelast three fiscal years in addition to officer compensation (in the case of an organization such as a corporation or union, a person who belongs to suchorganization)(5) A relative within the second degree of kinship of a person who falls under any of (i) through (iv) below:(i) A person listed in (1) to (4) above(ii) An executive of a subsidiary of JAPEX(iii) A director who is not an executive of a subsidiary of JAPEX (limited to cases where an outside Audit & Supervisory Board Member is designatedas an independent officer)(iv) A person who fell into (ii) or (iii) above, or was an executive of JAPEX (including a director who is not an executive if an outside Audit &Supervisory Board Member is designated as an independent officer) in the past three years
Supplementary Principle 4.10.1: Nomination and Compensation Committee Based on the resolution of the Board of Directors held in March 2019, JAPEX has established a Nomination and Compensation Committee, which iscomposed of members including outside directors, under the Board of Directors. The committee deliberates the following matters (regarding (v),including matters related to the concept of the skills of directors, etc. and the skill matrix) prior to the Board of Directors.
(i) Matters concerning the appointment and dismissal of directors and Audit & Supervisory Board Members to be submitted to the General Meetingof Shareholders(ii) Matters concerning the selection and dismissal of representative directors(iii) Matters concerning the appointment and dismissal of executive officers(iv) Matters concerning compensation and bonuses for directors to be submitted to the General Meeting of Shareholders(v) Other important matters concerning personnel and compensation
 Based on the recognition that the committee’s deliberations require independence and objectivity, the committee currently consists of five members,
including three outside directors and the chairman and president, who are internal directors. The majority of members are outside directors, thus
ensuring independence and objectivity.
Supplementary Principle 4.11.1: Views on the Balance, Diversity, and Size of the Board of Directors
 JAPEX believes that the Board of Directors must be diverse and of a reasonable size, and must be composed of directors with a variety of knowledge,
experience, and skills from the perspectives of accurate and prompt decision-making, appropriate risk management, and monitoring of businessexecution.
 The policies and procedures for the appointment of directors are stated in “Principle 3.1: Full Disclosure (4).” The Board of Directors of JAPEX is currently composed of 11 members, including five outside directors. Two of the five outside directors are womenand two of them have management experience at other companies.
 A skill matrix listing the knowledge, experience, and skills of each director and Audit & Supervisory Board Member is provided on the last page of this

report.
Supplementary Principle 4.11.2: Directors and Audit & Supervisory Board Members Currently Serving as Officers of Other Listed Companies
 The JAPEX Notification of the Convocation to the 53rd Ordinary General Meeting of the Shareholders (pages 5 to 12) describes the status of significant
positions concurrently held by our directors and Audit & Supervisory Board Members, including concurrent positions with officers of listed companies.
https://www.japex.co.jp/en/ir/library/shareholdersmtg/
Supplementary Principle 4.11.3: Analysis and Evaluation of the Effectiveness of the Entire Board of Directors
 JAPEX analyzes and evaluates the effectiveness of the entire Board of Directors once a year with the aim of contributing to the maximization of our
medium- to long-term corporate value by ascertaining and improving the effectiveness of the supervision of management by the Board of Directors.
This year, we conducted the evaluation as follows and confirmed the results at the Board of Directors in May.
(1) Evaluation method
Questionnaire prepared by the secretariat of the Board of Directors (evaluation of the status of efforts to address issues identified in the questionnaire
conducted in April 2023)(2) Evaluation items(i) Operation of the Board of Directors◆ Promotion of discussions from a broad perspective on management issues (sustainability, human capital, DX initiatives, etc.) and improv ement ofoperations.
◆ Promotion of discussions and improvement of operations, focusing on the perspective of portfolio optimization.
◆ Detailed discussion of succession plans and executive compensation.
◆ Continued consideration of the status of diversity and increasing the ratio of outside officers.
◆ Other administrative operational improvements.
(ii) Activities outside the framework of the Board of Directors (holding meetings, etc. to activate communication)(3) Evaluation results(i) Operation of the Board of Directors
 It was generally positively evaluated with respect to the promotion of discussions on management issues from a broad perspective and discussions
focusing on the perspective of portfolio optimization.
 On the other hand, it was evaluated that we need to continue to examine the operation of an issue reporting process, including the timely sharing of
information on individual issues, the frequent reporting of important issues, and the sharing of information in easy-to-understand documents.
 In addition to the above, it was evaluated that the following operational improvements were required.
◆ Examination of the structure and principles of documents based on the premise of paperless data sharing and confirmation, as well as data sharingof materials of past meetings of the Board of Directors.
◆ Consideration of efforts for discussions with all outside officers on succession plans, executive compensation and diversity, etc.
(ii) Appropriate way of evaluation of the effectiveness of the Board of Directors
 It was evaluated that consideration needed to be made on the establishment of a PDCA cycle, including quantitative evaluation, together with themethod of implementation of such cycle.
 Based on the results of this evaluation, JAPEX will further improve the functions of the Board of Directors.
Supplementary Principle 4.14.2: Training Policy for Directors and Audit & Supervisory Board Members
 For directors who concurrently serve as executive officers, JAPEX holds an annual officers’ camp in which all executive officers participate to discussand deepen their understanding of management issues. We also hold periodic group training sessions (scheduled four times a year in FY2024) to learn
the roles, responsibilities, and knowledge expected of directors of a listed company.
 In addition, JAPEX fully explains its business, financial affairs, organization, and other matters to new outside officers and strives to create environment
in which they can effectively fulfill their roles and responsibilities.
 We also encourage each officer to self-study, provide and facilitate training opportunities suited to their roles, and broadly support the necessary costs.
Principle 5.1: Policy on Constructive Dialogue with Shareholders
 The Corporate Communication Office is the main department in charge of our IR activities. In cooperation with the Corporate S trategy Dept., theAdministration and Legal Dept., and the Finance & Accounting Dept., we are making efforts to deepen understanding of our business by implementing
various initiatives as described below. Dialogue with shareholders, institutional investors, etc. is conducted by the officer in charge in the Corporate
Communication Office, but may be conducted jointly with the president, the officer in charge in the Administration and Legal Dept., or the officer incharge in the Finance & Accounting Dept., depending on the situation.
(i) Hold financial results briefings quarterly fo r analysts and institutional investors.
(ii) Hold individual meetings with analysts and institutional investors.
(iii) Conduct IR site tours for analysts and institutional investors.
(iv) Hold business briefings for individual investors.
(v) Publish an annual integrated report and biannual business reports.
(vi) Disclose information on our website.
(vii) Conduct tours of our business sites for shareholders.
 The Corporate Communication Office compiles the opinions and information obtained from shareholders, etc. through these activities and reports themto the Board of Directors on a regular basis. It also feeds them back to senior management, as appropriate, whenever necessary.
 In addition, as an effort to prevent insider trading, we have established internal regulations (Internal Information Management Regulations) concerning
the handling of material facts and conduct training as needed for officers and employees to educate them.
Action to Implement Management that is Conscious of Cost of Capital and Stock Price, English Disclosure Available The following documents disclose JAPEX’s actions to achieve management that is conscious of cost of capital and stock price.
(Current status analysis and policies)
The explanation of financial results for the second quarter of the fiscal year ended March 31, 2024.
https://www.japex.co.jp/en/news/uploads/pdf/JAPEX20231110_2Q202403Explanatory_e.pdf(Progress of policies)
The explanation of financial results for the fiscal year ended March 31, 2024.
https://www.japex.co.jp/en/news/uploads/pdf/JAPEX20240514_FY202403_Explanatory_e.pdf
Status of Dialogue with Shareholders
JAPEX has been conducting dialogues with shareholders, institutional investors, etc., by the policy described in “Principle 5.1: Policy on Constructive
Dialogue with Shareholders,” and the implementation status in fiscal 2022 is disclosed in the Integrated Report.
https://www.japex.co.jp/en/ir/uploads/pdf/JAPEX_IR2023_e.pdf

2. Capital Structure

Foreign Shareholding Ratio

20% or more and less than 30%

Status of Major Shareholders
Name or Company Name

Number of Shares Owned Percentage (%)

Minister of Economy, Trade and Industry

19,432,724

36.72

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

7,160,400

13.53

CEP LUX-ORBIS SICAV

1,736,271

3.28

INPEX CORPORATION

1,426,106

2.69

Custody Bank of Japan, Ltd. (Trust)

1,239,200

2.34

STATE STREET BANK AND TRUST COMPANY 505001

981,869

1.86

JFE Engineering Corporation

924,012

1.75

STATE STREET BANK AND TRUST COMPANY 505223

595,350

1.12

THE BANK OF NEW YORK MELLON 140044

528,451

1.00

Marubeni-Itochu Steel Inc.

473,444

0.89

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

Not applicable

Name of Parent Company, if applicableNot applicable

Supplementary Explanation
1. JAPEX holds 1,375,686 shares of treasury stock, which are excluded from the preceding table.
2. Change report pertaining to large shareholding report by Orbis Investment Management Limited dated June 7, 2024, is available for public inspection
to the effect that the company held shares in JAPEX as follows as of May 31, 2024. However, the information in the report is not stated in the precedingtable since JAPEX has not confirmed actual status of shareholding as of March 31, 2024.
A summary of the report is as follows:
Name or Company Name

Number of Shares Owned Percentage (%)

Orbis Investment Management Limited

3. Corporate Attributes

2,664,699

4.91

Unchanged (omitted)

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder―――

5. Other Special Circumstances which May have Material Impact on Corporate Governance―――II Business Management Organization and Other Corporate Governance Systems regarding Decision-making,Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Corporate Governance System

Company with an audit & supervisory board

Directors
Number of Directors Stipulated in Articles ofIncorporation18

Directors' Term of Office Stipulated in Articles ofIncorporation

1 yearChairperson of the Board

Chairman

Number of Directors

11Election of Outside Directors

ElectedNumber of Outside Directors

5

Number of Independent Directors

5

Relationship with JAPEX (1)NameAttributes

Relationship with JAPEX*
a

b

c

d

e

f

g

h

ITO Tetsuo

Lawyer△YAMASHITA Yukari

Scholar○

KAWASAKI Hideichi

From another company

KITAI Kumiko

Lawyerijk

SUGIYAMA Yoshikuni
From another company* Categories for “Relationship with JAPEX”* Use “○” when the director presently falls or has recently fallen under the category and “△” when the director fell under the category in the past.
* Use “●” when a close relative of the director presently falls or has recently fallen under the category and “▲”when a close relative of the director fell under the category in the past.
a Person who executes business of JAPEX or a subsidiaryb Person who executes business or a non-executive director of a parent companyc Person who executes business of a fellow subsidiary
d Person/entity for which JAPEX is a major client or a person who executes business for such person/entity
e Major client of JAPEX or a person who executes business for such clientf Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to director/Audit & Supervisory
Board Member compensation from JAPEX
g Major shareholder of JAPEX (in cases where the shareholder is a corporation, a person who executes business of the corporation)h Person who executes business for a client of JAPEX (excluding persons categorized as any of d, e, or f above) (applies to self only)
i Person who executes business for another company holding cross-directorships/cross-auditorships with JAPEX (applies to self only)
j Person who executes business for an entity that receives donations from JAPEX (applies to self only)
k Others

Relationship with JAPEX (2)Name

ITO Tetsuo

Designation as
Independent Director○

Supplementary Explanation of the
Applicable Relationship
Mr. ITO Tetsuo, an outside director, was
an of counsel at Nishimura & Asahi, a law
firm, a business partner of JAPEX.
However, in light of the scale and natureof the transactions, it is judged that there
is no risk of affecting the judgment ofshareholders and investors. Therefore,
the outline of the transactions is omitted.
Significant positions concurrently held Attorney at Sawayaka Law Office

YAMASHITA Yukari○

Ms. YAMASHITA Yukari, an outside
director, is the Managing Director at The
Institute of Energy Economics, Japan, abusiness partner of JAPEX. However, inlight of the scale and nature of thetransactions, it is judged that there is norisk of affecting the judgment ofshareholders and investors. Therefore,
the outline of the transactions is omitted.
Significant positions concurrently held Managing Director, Charge of Energy
Data and Modelling Center at The
Institute of Energy Economics, JapanKAWASAKI Hideichi

Reasons for Appointment as Outside Director
He has extensive knowledge and experience as alegal specialist. We expect him to accurately
identify business challenges JAPEX faces, andpose questions that contribute to reasonable andappropriate decision-making; and therefore, haveappointed him as an outside director.
In addition, in light of the scale and nature of thesetransactions, they do not have a significant impact
on our decision-making. There are no otherrelationships that may cause conflicts of interest
with general shareholders. Therefore, he isdesignated as an independent officer because he isjudged to have a neutral and fair position to pursue
the common interests of shareholders.
She has extensive knowledge through her research
activities in a research lab studying energy
economics and energy-and-environment-related
policies. We expect her to provide us with valuable
proposals that will be beneficial for JAPEX to aim forits long-term development as an integrated energy
company; and therefore, have appointed her as an
outside director.
In addition, in light of the scale and nature of thesetransactions, they do not have a significant impact
on our decision-making. There are no otherrelationships that may cause conflicts of interest
with general shareholders. Therefore, she isdesignated as an independent officer because she
is judged to have a neutral and fair position to
pursue the common interests of shareholders.
He has distinguished insights related to corporate
management, in general, through his extensive
corporate management experience at an entity
engaged in global operations in telecommunications
and other fields. We expect him to provide us withvaluable proposals in addressing various businesschallenges JAPEX faces, based on his extensive
experience; and therefore, have appointed him as
an outside director.

○

In addition, he does not have any relationship that
may cause a conflict of interest with generalshareholders. Therefore, he is designated as anindependent officer because he is judged to have aneutral and fair position to pursue the common
interests of shareholders.

KITAI Kumiko○Significant positions concurrently held Attorney at Kachidoki Law Office Independent Auditor at OSAKIELECTRIC CO., LTD.

She has distinguished insights gained through her
extensive administrative experience primarily in theareas of labor administration in government
positions, etc., as well as extensive knowledge oflabor legislation and other laws. We expect her tosupervise and provide wide-ranging proposals for
JAPEX management from the viewpoint of a legal
expert; and therefore, have appointed her as an
outside director.
In addition, she does not have any relationship that
may cause a conflict of interest with generalshareholders. Therefore, she is designated as anindependent officer because she is judged to havea neutral and fair position to pursue the common
interests of shareholders.

SUGIYAMA Yoshikuni○

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

Significant positions concurrently held
 Director at The Yomiuri Shimbun
Holdings
 Representative Director, Chairman at
Nippon Television Holdings, Inc.
 Representative Director, Chairman at
NTV Network Corporation

He has distinguished insights and extensive
corporate management experience gained at anewspaper company and other media businesses.
We expect him to supervise JAPEX managementfrom an objective and neutral standpoint, and toprovide wide-ranging proposals that contribute topromoting JAPEX’s sustainable growth andenhancing our medium- to long-term corporate
value; and therefore, have appointed him as an
outside director.
In addition, he does not have any relationship that
may cause a conflict of interest with generalshareholders. Therefore, he is designated as anindependent officer because he is judged to have aneutral and fair position to pursue the common
interests of shareholders.

Established

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and the Committee Chair(Chairperson)
All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

Nomination andCompensation
Committee

5

0

2

3

0

0

OutsideDirector

Nomination andCompensation
Committee

5

0

2

3

0

0

OutsideDirector

Committee’s Name
Voluntarily Established
Committee Equivalent toNomination Committee
Voluntarily Established
Committee Equivalent toCompensation
Committee

OutsideExperts

Other

Chairperson

Supplementary Explanation
 The Nomination and Compensation Committee has been established under the Board of Directors, with a view toward strengthening the supervisory
function of the Board of Directors, by further ensuring the transparency and objectivity of the procedures for making decisio ns concerning the nominationand compensation of Directors.
 The status of activities of the Nomination and Compensation Committee for FY2023 is as follows:
Number of Meetings and Detailed Descriptions of Discussions


Four meetings were held for the fiscal year under review.
The committee discussed matters regarding officers (election of
Directors and Audit & Supervisory Board Members to be proposedto the general meeting of shareholders and election of Executive
Officers, compensation and bonuses for Directors, the skill matrix,
provision of shares to Officers, and so forth).

Attendance by Members


The chair and all members (*) attended all meetings of thecommittee.
*Chair: FUJITA Masahiro, Representative Director and President
Members: WATANABE Osamu, ITO Tetsuo (Note), YAMASHITA Yukari(Note), KAWASAKI Hideichi (Note)(Note) ITO Tetsuo, YAMASHITA Yukari, and KAWASAKI Hideichi are the Outside Directors as defined under Article 2, item 15 of the Companies Act.

Audit & Supervisory Board Member
Establishment of Audit & Supervisory Board

Established

Number of Audit & Supervisory Board Members
Stipulated in Articles of Incorporation

4

Number of Audit & Supervisory Board Members

4

Cooperation among Audit and Supervisory Board Members, Accounting Auditors and Internal Audit Departments
The Audit & Supervisory Board receives regular reports on audit plans and audit results from the Accounting Auditor and exchanges opinions. The
Audit & Supervisory Board also receives reports on the results of annual internal audits from the Auditing Dept., and full-time Audit & Supervisory
Board Members receive monthly reports on the status of implementation of internal audits and internal control evaluations from the Auditing Dept.. Inaddition to providing the results of internal audits to the Accounting Auditor, the Auditing Dept. cooperates with the Audit & Supervisory Board byattending meetings of the Audit & Supervisory Board at which the Accounting Auditor reports the results of audit.
Appointment of Outside Audit & Supervisory Board
Members

ElectedNumber of Outside Audit & Supervisory Board
Members2

Number of Independent Audit & Supervisory
Board Members

2

Relationship with JAPEX (1)Name
KAWAKITA Chikara

Attributes

a

b

c

Relationship with JAPEX*
d e f g h i j

k

l

m

Others

KATO Yoshitaka
Certified public accountant△
Categories for “Relationship with JAPEX”
a Person who executes business of JAPEX or a subsidiaryb A non-executive director or an accounting advisor of JAPEX or its subsidiaries
c Person who executes business or a non-executive director of a parent company
d An Audit & Supervisory Board Member of a parent company of JAPEXe Person who executes business of a fellow subsidiaryf Person/entity for which JAPEX is a major client or a person who executes business for such person/entity
g Major client of JAPEX or a person who executes business for such clienth Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to director/Aud it & Supervisory
Board Member compensation from JAPEXi Major shareholder of JAPEX (in cases where the shareholder is a corporation, a person who executes business of the corporation)
j Person who executes business for a client of JAPEX (excluding persons categorized as any of f, g, or h above) (applies to self only)
k Person who executes business for another company holding cross-directorships/cross-auditorships with JAPEX (applies to self only)l Person who executes business for entity receives donations from JAPEX (applies to self only)m Others

Relationship with JAPEX (2)Name

KAWAKITA Chikara

Designation as
Independent Director○

Supplementary Explanation of the
Applicable Relationship

Reasons for Appointment as Outside Audit &Supervisory Committee Member
He has distinguished insights gained from his
extensive experience as a graduate school
professor and in government administration at the
Ministry of Finance and other organizations. We
judge that he is able to appropriately conduct
audits from an objective standpoint independent of
Significant positions concurrently held
 Chairman at The Salt Science Research the senior management executing our business;and therefore, have appointed him as an outside
Foundation
 Chairman at NOMURA INSTITUTE OF Audit & Supervisory Board Member.
ESTATE PLANNING

KATO Yoshitaka○

Although Mr. KATO Yoshitaka, an outside
Audit & Supervisory member, wasformerly Chairman and CEO at an audit
firm (currently Ernst & Young ShinNihon
LLC) that is JAPEX’s accounting auditor,
he has never been directly involved in
JAPEX’s accounting audits, andapproximately 10 years have passed
since he retired from the audit firm in June2014.

In addition, he does not have any relationship that
may cause a conflict of interest with generalshareholders. Therefore, he is designated as anindependent officer because he is judged to havea neutral and fair position to pursue the common
interests of shareholders.
He has specialist knowledge and extensive
experience in finance, accounting, taxation, andrisk management through his organizational
management as Chairman and CEO of an audit
firm and his many years of work as a certified
public accountant. We have judged that he is able
to carry out audits of the execution of duties byDirectors; and therefore, have appointed him as an
outside Audit & Supervisory Board Member.

As stated on the left, in light of the size and natureof the relationship among JAPEX, Mr. Kato and
The amount paid to the audit firm in
the audit firm, the relationship does not
FY2023 was 127 million yen, which is less significantly influence JAPEX’s decision-making.
than 1% of the audit firm’s net sales, andIn addition, there are no other relationships that
therefore, the audit firm is not
may cause conflicts of interest with general
economically dependent on the JAPEX
shareholders.
Group.
Therefore, he is designated as an independent
officer because he is judged to have a neutral and
Significant positions concurrently held
Outside Corporate Auditor at Sumitomo fair position to pursue the common interests ofshareholders.
Chemical Company, Limited

Matters Concerning Independent Directors and Independent Audit & Supervisory Board Members
Number of Independent Directors andIndependent Audit & Supervisory Board
Members

7

Other Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members
JAPEX designates all outside officers who satisfy the requirements for an independent officer as independent officers.

Incentives
Implementation Status of Measures related toIncentives Granted to Directors

Introduction of Performance-linked Compensation Plan

Supplementary Explanation for Applicable Items
 JAPEX has introduced a performance-linked compensation plan for directors, which can function as an incentive to sustainably enhance corporate
value.
 Please refer to “Disclosure of Policy for Determining Compensation Amounts and Calculation Methods” below for the overview.

Director’s Compensation
Status of Disclosure of Individual Directors’Compensation

Individual compensations are not disclosed.

Supplementary Explanation for Applicable Items
In the Annual Securities Report, JAPEX discloses the total amount of compensation for internal and outside directors, includi ng Audit & Supervisory Board
Members.
The amount of compensation for directors and Audit & Supervisory Board Members in fiscal 2023 is as follows. The following share-based compensation
comprised the provision equivalent to the amount related to the acquisition points in share-based compensation that were awarded during the fiscal year.
Directors (excluding outside directors)
Total compensation amount: ¥318 million (Basic compensation: ¥244 million, Bonuses: ¥61 million, Share-based compensation: ¥12 million)
Audit & Supervisory Board Members (excluding outside Audit & Supervisory Board Members)
Total compensation amount: ¥49 million (Basic compensation: ¥49 million)
Outside officers
Total compensation amount: ¥77 million (Basic compensation: ¥77 million)
Policy on Determining Compensation Amounts andthe Calculation Methods

Established

Disclosure of Policy for Determining Compensation Amounts and Calculation Methods
The policy for determining the compensation of directors is outlined below. As a prerequisite, the 54th Ordinary General Meeting of the Shareholders heldon June 26, 2024 resolved that the basic monthly compensation for directors shall be no more than ¥50 million per month (including no more than ¥6million per month for outside directors), and the total amount of bonuses shall be resolved at the General Meeting of Shareholders for each fiscal year.
Basic policy
 Regarding the compensation of directors, the compensation structure can function as an incentive to sustainably enhance corporate value. When
deciding the compensation of individual directors, our basic policy is to set an appropriate level in consideration of the roles aligned with their position
 Specifically, the compensation of directors (excluding outside directors) comprises base compensation and performance-linked compensation (bonuses
and share-based compensation). Compensation for outside directors is only base compensation, considering their duty of supervising management.
Policy for determination of compensation
 The base compensation of JAPEX’s directors is fixed monthly monetary compensation and is decided in comprehensive consideration of their position,balance with public markets and employee pay, number of years employed, and more.
 Of performance-linked compensation, bonuses are paid at certain times every year based on consolidated net income as an indicator measuring theircontribution to results for the corresponding fiscal year. Specifics are decided in comprehensive consideration of their position, dividends, the level of
employee bonuses, their contribution of directors to corporate management in each fiscal year, past results, payment record, and more. The directors’
contribution to corporate management is evaluated based on their contribution to the business results mentioned above, achievement of annual targets
and business plans (including greenhouse gas emission reduction targets), human resource management, leadership, and executio n ability.
 Of performance-linked compensation, share-based compensation is based on the officer compensation share provision rules approved by the Boardof Directors within the limit approved at the General Meeting of Shareholders. JAPEX shares equivalent to the numb er of points provided in line with
their positions and performance (using a total return ratio as a general rule as an indicator of performance evaluation based on JAPEX’s recognition
that returning profits to shareholders is an important management issue) and a monetary amount equivalent to the market share price of said shares isprovided as a general rule to directors upon retirement.
 We aim for the ratio of performance-linked compensation (bonuses and share-based compensation) to total compensation to be around 30% at standard
amounts. To ensure the compensation system can better function as an incentive to sustainably enhance corporat e value, we will consider revising theratio as appropriate.
 Regarding individual compensation, the Representative Director and President is entrusted with the specific details based on a resolution by the Boardof Directors. That authority enables the allocation of bonuses based on each director’s base compensation and the directors’ contribution to corporate
management. It also enables the setting of the specific timing of the payment.
 Calculation methods for base compensation and bonuses are deliberated in advance at the Nomination and Compensation Committee . The
Representative Director and President must decide the method with respect to the results of the deliberations.
 The provision of share-based compensation is reported in advance to the Nomination and Compensation Committee.

Support System for Outside Directors and/or Outside Audit & Supervisory Board Members
For information exchange and recognition sharing with outside directors, JAPEX holds regular meetings with the President to exchange opinions, andhave established the Outside Director Liaison Meeting as a place to provide explanations to, provide information to, and exchange information with outside
directors in advance of Board of Directors proposals.
JAPEX assigns two staff members as a secretariat to assist audit by Audit & Supervisory Board Members. In addition, we continue to create an environment
in which outside Audit & Supervisory Board Members can gain a clear understanding of the state of JAPEX and frankly express their opinions andquestions through meetings of the Audit & Supervisory Board and other opportunities for exchanging opinions and information.

Statuses of Persons who have Retired as Representative Director and President, etc.
Information on Persons Holding Advisory Positions (Counselor, Advisor, etc.) after Retiring as Representative Director andPresident, etc.
Name
WATANABE Osamu

Job title/position
Special advisor

Responsibilities

Terms and Conditions of
Employment

Provides advice based on
experience and knowledge as Full time, with compensation
requested by JAPEX

Date when former role aspresident/CEO ended
March 31, 2024

Term
―――

Number of Persons Holding Advisory Positions (Counselor,
Advisor, etc.) After Retiring as Representative Director andPresident, etc.

Other Related Matters

2. Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, and Remuneration
Decisions (Overview of Current Corporate Governance System)
At JAPEX, Directors or Executive Officers, who are appointed and assigned duties by the Representative Directors and Board of Directors, serve as
operating officers. The Board of Directors and Audit & Supervisory Board Members (along with the Audit & Supervisory Board comprising all Audit &Supervisory Board Members) assume the role of supervising the execution of their duties. (Company with an audit & supervisory board)
1. Corporate Organs
 Board of Directors and Executive Committee
The Board of Directors, chaired by FUJITA Masahiro, Representative Director and Chairman, is regularly held once a month. Decisions on importantbusiness execution are left to the Board. It also serves supervisory functions as it receives business execution reports from Directors or Executive Officers.
In addition, in order to strengthen the supervisory functions of the Board of Directors, JAPEX appointed five insightful and independent Outside Directors.
Those Outside Directors actively provide opinions and advice on meeting agenda and deliberations at the Board of Directors’ meeting, from a highly
independent position from management, thus encouraging invigorating discussions at the meeting.
The status of activities of the Board of Directors for FY2023 is as follows:
Number of Meetings and Detailed
Descriptions of Discussions









14 meetings were held for the fiscal
year under review.
Pursuant to the provisions of theCompanies Act, the following
matters were discussed: mattersregarding the general meeting ofshareholders, matters regarding thesettlement of accounts, mattersregarding officers, matters regarding
participation in specific projects andloans to relevant subsidiaries, andso forth.
The Board of Directors received
general reports and reports ofspecific items for discussion,
regarding the management plan,
HSE (health, safety, andenvironment), personnel strategies,
sustainability, including health, andthen discussed matters such as thestatus of efforts.
The Board of Directors received
regular reports of the status ofproduction and sale of gas and otherenergies in Japan and the progressof projects, and then discussed
matters such as the status of efforts.
In addition to the foregoing, theBoard of Directors received reportsof specific items for discussion,
including DX (digital transformation)and the whistleblowing system, andthen discussed matters such as thestatus of efforts.

Attendance by DirectorsPersons attended 14 out of 14
meetings: WATANABE Osamu,
FUJITA Masahiro, ISHII Yoshitaka,
YAMASHITA Michiro, NAKAJIMA
Toshiaki, ITO Tetsuo(Note 1),
KAWASAKI Hideichi (Note 1), KITAI
Kumiko (Note 1)
Persons attended 13 out of 14
meetings: YAMASHITA Yukari (Note 1)
Persons attended 12 out of 14
meetings: SUGIYAMA Yoshikuni (NoteAttendance by Audit & Supervisory
Board Members
Persons attended 14 out of 14
meetings: NAKAMURA Mitsuyoshi,
MOTOYAMA Yoshihiko, KAWAKITA
Chikara (Note 3), MOTOYAMA Hiroshi(Note 3)1)Persons attended 10 out of 10
meetings: TEZUKA Kazuhiko
Persons attended 4 out of 4
meetings: HIRATA Toshiyuki (Note 2)

Notes 1. ITO Tetsuo, YAMASHITA Yukari, KAWASAKI Hideichi, KITAI Kumiko, and SUGIYAMA Yoshikuni are the Outside Directors as defined under
Article 2, item 15 of the Companies Act.
2. Director HIRATA Toshiyuki retired on June 27, 2023.
3. KAWAKITA Chikara and MOTOYAMA Hiroshi are the Outside Audit & Supervisory Board Members as defined under Article 2, item 16 of theCompanies Act.
From the standpoint of accelerating the speed of decision-making, we hold the Executive Committee composed of the directors and other executives of
JAPEX and chaired by YAMASHITA Michiro, Representative Director and President, to make decisions on the matters not involved by the decision-making
standard of the Board of Directors and to make a discussion to assist the decision-making in the Board of Directors. The Executive Committee are held
basically two times in each month, and an extraordinary meeting is also held as needed.
The Executive Committee consists of the following members as of the date of filing of this report:
Names of members of the Executive Committee
Chairman: YAMASHITA Michiro, Representative Director and President
Members: FUJITA Masahiro, ISHII Yoshitaka, SUGA Tsuyoshi, NAKAJIMA Toshiaki, ABE Satoshi, TEZUKA Kazuhiko,
YAMADA Tomomi, FUNATSU Jiro, TAKAHASHI Toshihiro, SUDA Akira, and NISHIMURA Yutaka Audit & Supervisory Board and Audit & Supervisory Board Members
All Audit & Supervisory Board Members attend the Board of Directors and the Outside Officer Liaison Meeting, and Audit & Supervisory Board Members
attend the Executive Committee and other important management meetings to perform the function of management supervision by exchanging opinions
as necessary with Directors and Executive Officers responsible for business execution.
In principle, the Audit & Supervisory Board meets monthly. During FY2023, JAPEX held 12 meetings of the Audit & Supervisory Board. The attendance
rate of each Audit & Supervisory Board Member is as follows:
Title

Name

Attendance rate for the Audit & Supervisory
Board meetings during FY2023

Audit & Supervisory Board

NAKAMURA Mitsuyoshi

100% (12/12)

Member (full-time)

MOTOYAMA Yoshihiko

100% (12/12)

Outside Audit & Supervisory

KAWAKITA Chikara

100% (12/12)

Board Member
MOTOYAMA Hiroshi
100% (12/12)
The Audit & Supervisory Board resolved, reported, deliberated on and discussed the following matters throughout FY2023.
Twelve matters were resolved, which included audit plans of Audit & Supervisory Board Members (audit policies, the contents and methods of interim andyear-end audits, and so forth), agreement on the selection of the Accounting Auditor and the determination of a udit fees, preparation of an audit report of
Audit & Supervisory Board and notification of the contents thereof.
Forty-two matters were reported, which included key audit matters reviewed, audit results, assessment results presented by the Accounting Auditor, thequarterly review results and annual accounting audit results by the Accounting Auditor.
Two matters were deliberated on and discussed, which included business reports and compensation for Audit & Supervisory Board Members.
2. Internal Audits
Internal audits of JAPEX are conducted by Auditing Dept. under the direct management of the President. The Auditing Dept. has four members in chargeof internal auditing, which audits the systems and execution of management activities and has five members in charge of internal control evaluation, which
independently evaluates internal control over financial reporting. The internal audits and internal control evaluation are conducted respectively following
the annual plans in order and results are reported to the President on all such occasions while guidance and advice are given to the relevant departments
where necessary. The results are reported to the Board of Directors and the Audit & Supervisory Board twice a year.
3．Accounting Auditor
The Accounting Auditor who conducts the audit of the financial statements and the internal control practices in the 54th fiscal year has been Ernst & Young
ShinNihon LLC, and the certified public accountants who conducted the audit were as follows:
Name: YUKAWA Yoshio, YAMAZAKI Kazuhiko, MORONUKI Kentaro
Breakdown of assistants to the audit: 7 certified public accountants and 25 other assistants
4. Internal Committees
JAPEX has the risk management system with various internal committees. Risks in general management and each project are evalu ated and managed
by the Risk Management Committee with a cross-sectional perspective, and deliberated by the expert committees to mitigate each risk.
For example, the Investment Evaluation Committee verifies risks and validity of important investments. The Risk Management Committee monitors the
progress and formulates its countermeasures for the issues of each project which the investment decision was made.
The Sustainability Committee deliberates on matters related to the long-term vision and business plan, and ESG (Environmental, Social, and Governance)
management including company-wide climate change measures, in order to make a sustainable growth over the medium to long term. In case to deliberate
the risks of each business or project at the Sustainability Committee, the conclusions of deliberation in the Investment Evaluation Committee and the Risk
Management Committees are appropriately adopted and referred. Other important matters related to information security and occupational health andsafety are discussed by the Information Security Committee and the HSSE Committee.
The results of deliberation and verification in the internal committees are reported to the Executive Committee and the Board of Directors as necessary forthe deliberation of related matters.
5. Outline of the Limited Liability Agreement
JAPEX amended the articles of incorporation at the General Meeting of Shareholders as of June 2015, enacted the new article r elated to the limited liability
agreement with Outside Directors and Outside Audit & Supervisory Board Members, and each Outside Director and Outside Audit & Supervisory Board
Member executed the agreement based on the above article. The outline of the limited liability agreement is as follows: The limited liability agreement with Outside Directors
In the case where Outside Director(s) is(are) liable for damages which have arisen to JAPEX under Paragraph 1, Article 423 of the Companies Act,given his/her performance of duties are made faithfully and without any gross negligence, he/she should be liable for damages to JAPEX within the limitof minimum amount as stipulated in each item of Paragraph 1, Article 425 of the Companies Act and should be exempted from any liabilities beyond
the minimum amount by JAPEX.
 The limited liability agreement with Outside Audit & Supervisory Board Members

In the case where Outside Audit & Supervisory Board Member(s) is(are) liable for damages which have arisen to JAPEX under Paragraph 1, Article 423of the Companies Act, given his/her performance of duties are made faithfully and without any gross negligence, he/she should be liable for damages
to JAPEX within the limit of minimum amount as stipulated in each item of Paragraph 1, Article 425 of the Companies Act and should be exempted fromany liabilities beyond the minimum amount by JAPEX.

3. Reasons for Adoption of Current Corporate Governance System
JAPEX has introduced an Executive Officer System to clarify the business execution system. Directors or Executive Officers, who are appointed andassigned duties by the Representative Directors and Board of Directors, serve as operating officers.
In addition, in order to strengthen the supervisory function of the Board of Directors, JAPEX has appointed Outside Directors who are highly independentand have deep insight. The Outside Directors and Outside Audit & Supervisory Board Members contribute to vigorous discussion at the Board of Directors
by actively providing comments and advice on proposals and deliberations from a standpoint independent of the management team.
JAPEX considers it possible to ensure that decisions are made in an objective and appropriate manner under the system in whic h independent Outside
Directors and Outside Audit & Supervisory Board Members provide opinions and supervision regarding the management of operating officers.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Meeting of Shareholders and Facilitation of Voting Rights
Supplementary Explanation
Posting date of the notification of the convocation to the 54th Ordinary General Meeting of the
Early Posting of Notice of the General Meeting of the Shareholders held on June 26, 2024: June 5, 2024 (20 days in advance)
Shareholders
Prior to that posting, the notification of the convocation was made available on the JAPEX
website on May 29, 2024.
Electronic Exercise of Voting Rights

Voting rights can be exercised via the Internet, in addition to vote by mail or in person.

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

Participating in an electronic voting platform for institutional investors served by ICJ, Inc.

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

The English translation as a summary of the notice of the general shareholdings meeting is
submitted via TDnet and available on our website.

2. Status of IR Activities
Supplementary Explanation
Regular Investor Briefings held for Analysts
and Institutional Investors

Online Disclosure of IR Information

Quarterly financial results briefings are held.

Explanation by arepresentative
Yes (twice a year)

The PDF files of Financial Results, Explanatory Materials of Financial Results,
Annual and Quarterly Securities Reports, Integrated Report and other materials
are available on our website.
The above materials are translated into English and posted on our website.

Placement of Department in Charge of IR
activities

Dedicated department：Corporate Communication Office
Officer in charge of IR activities: NAKAJIMA Toshiaki, Director, Managing
Executive Officer

3. Status of Initiatives to Respect for Stakeholders’ Position
Supplementary Explanation
JAPEX states in our corporate vision: “Achieve sustainable growth and maximize corporate value,
while placing top priority on maintaining trust with all stakeholders.”
Furthermore, to realize our Corporate Vision and sustain as a company trusted by society, JAPEX has
established the JAPEX Group Code of Ethics and Conduct, which provides corporate ethics standards
and principles of action to be adhered by all officers and employees. The Code stipulates that we“Strive to maintain trust with stakeholders and to contribute to society” and “Respect the human rights
of all people.” Therefore, JAPEX’s emphasis on stakeholders is clearly positioned in our Corporate
Vision framework.
Stipulation to Respect for the Position of
Stakeholders in of Internal Rules

In addition, we have established the Human Rights Policy as the specific policy based on thecommitment to respecting human rights shown in “The JAPEX Group Code of Ethics and Conduct.”Efforts to date include the implementation of human rights due diligence on JAPEX and its domestic
subsidiaries and affiliates, and the establishment of an internal reporting and consultation system for
the JAPEX Group.
Corporate Vision and Code of Ethics and Conduct
https://www.japex.co.jp/en/company/overview/vision/
Human Rights Policy
https://www.japex.co.jp/en/sustainability/social/humanrights/

JAPEX established core CSR themes “SHINE” in 2014, compiling action plans and targets for eachissue, and we conduct systematic CSR activities based on the PDCA cycle.
As for environmental preservation activities, JAPEX has identified “climate change response,”“pollution prevention and resource recycling,” and “preserving biodiversity and ecosystems” asenvironmental challenges that we should focus on among our core CSR themes. Under the “JAPEX
HSE Policy” as our policy on occupational health, safety, and the environment, we address thesechallenges in daily operations through the HSE management system.
Implementation of Environmental Preservation
JAPEX decided to focus on resolving the following three social issues from the Sustainable
Activities and CSR Activities, etc.
Development Goals (SDGs).
7: Affordable and clean energy
9: Industry, innovation and infrastructure
13: Climate action
JAPEX’s CSR and environmental initiatives are available on our website.
(https://www.japex.co.jp/en/sustainability/)

Other

In March 2024, JAPEX has been selected for the first time as one of the 2024 Health and Productivity
Stock Selection, jointly taken an initiative by the Ministry of Economy, Trade and Industry (METI) andthe Tokyo Stock Exchange (TSE). In addition, JAPEX has been recognized as one of the White 500 in
Health and Productivity Management Outstanding Organization, jointly implemented by METI and the
Nippon Kenko Kaigi. (the fourth time since 2019).

IV. Matters Concerning the Internal Control System
1. Basic Views and Development Status of Internal Control System
The Board of Directors held on November 10, 2023 resolved to develop the necessary systems to ensure the properness of business operations as
stipulated in the Companies Act and the Ordinance for Enforcement of the Companies Act based on the following policies.
1.

Systems to ensure that the execution of duties by JAPEX's directors and employees complies with laws and regulations and the Articles ofIncorporation.
To ensure that the execution of duties by directors and employees of JAPEX conforms to laws and regulations and the Articles of Incorporation,
JAPEX establishes the JAPEX Group Code of Ethics and Conduct and develops a system to ensure compliance and thoroughness with the code.
Likewise, JAPEX makes its directors and employees to follow laws and regulations and the Articles of Incorporation in the performance of their duties
by establishing the Risk Management Committee chaired by the President, which deliberating important compliance-related matters and managing
the status of implementation, as well as by ensuring thorough awareness of compliance through internal training. At the same time, JAPEX organizes
an internal reporting system with internal and external contact points for reporting and consultation that are independent from the company
organization.
In addition, each department manages the execution of its duties following own business regulations and manuals, and the internal auditing Dept.,
which is controlled directly by the President audits the systems and execution status of various management activities and reports the results to the
President, the Board of Directors and the Audit & Supervisory Board.
Further, to secure the reliability of financial reporting, JAPEX organizes and properly operates an internal control system for financial reporting, andthe internal audit department independently evaluates the effectiveness of the system and reports the results to the President, the Board of Directors
and the Audit & Supervisory Board.

2. Systems concerning the retention and management of information on the execution of duties by Directors
JAPEX retains the minutes of the Board of Directors, approval for management, various contracts, and other major documents that indicate theexecution status of operations. The details of the system are stipulated by the document handling regulations.
3. Regulations and other systems relating to manage risks of loss
JAPEX reviews the credit management regulations, market risk management and derivative trading regulations, and other emergency response
procedures, and where necessary, prepares manuals and other documents from the perspective of risk management.
At the same time, the Risk Management Committee evaluates and manages cross-company risks.
4. Systems to ensure that Directors execute their duties efficiently
The Board of Directors meets monthly in principle, to conduct swift decision-making on agenda items on which the Executive Committee hasdeliberated in advance. The Board of Directors also ensures efficient execution by delegating authority in accordance with the decisions andauthorization regulations.
5. Systems to ensure appropriate business activities in the business group comprised of JAPEX and its subsidiaries
Through the JAPEX Group Code of Ethics and Conduct and the Management Plan, JAPEX sets forth the common direction and goals to be pursued
by the Group as its management policy, and the entire Group works together to achieve them.
Likewise, JAPEX Group makes efficient decisions and executes duties appropriately in a timely manner. JAPEX appropriately operates groupmanagement agreements, etc., so that it can consult with and can receive reports on important matters from its subsidiaries in advance. In addition,in accordance with the Subsidiary and Associate Management Regulations, JAPEX's departments in charge of managing subsidiaries and affiliates
and corporate divisions, etc., support the subsidiaries in development and operation of the internal control systems as well as risk management toensure appropriate operations of the entire Group. Our subsidiaries establish and operate a system similar to our system that is stipulated in thepreceding four items, depending on the type of business, size and other attributes. Our subsidiaries’ directors report to JAPEX on the status ofexecution of their duties regularly or as needed.
Furthermore, JAPEX's internal reporting system applies to subsidiaries, and our internal audit department audits subsidiaries as necessary.
6. Matters relating to employees who assist in the duties of Audit & Supervisory Board
At the request of its Audit & Supervisory Board, JAPEX appoints one or more employees as Audit & Supervisory Board office members.
7. Matters relating to the independence of the employees set forth in the preceding item from Directors
Personnel-related decisions on the relevant employees, including appointment and transfer, are subject to the prior agreement of the Audit &Supervisory Board.

8. Matters relating to ensure the effectiveness of instructions given by the Audit & Supervisory Board Members to the relevant e mployees
The employees appointed by the Audit & Supervisory Board office perform their duties in accordance with the instructions of t he Audit & Supervisory
Board, and operating departments cooperate with such employees in the performance of their duties.
9. Systems for our Directors and employees and subsidiaries’ Directors to report to the Audit & Supervisory Board Members(1) Our Directors make monthly business reports at Board of Directors and circulate requests for management approval to the Audit & Supervisory
Board Members (Note). In addition, Director or employee immediately reports to the Audit & Supervisory Board Member if he/she discovers any
facts that may cause significant damage to JAPEX.
(2) Our subsidiaries’ director, audit & supervisory board member, or employee report to the Audit & Supervisory Board Member when he/she discovers
any fact that may cause significant damage to JAPEX. The same also applies to matters deemed necessary in connection with the performanceof duties.
(Note) Specifically, the full-time Audit & Supervisory Board Members receive requests for management approval in accordance with the segregationof duties among Audit & Supervisory Board Members.
10. Systems to ensure that persons who made a report as set forth in the preceding item are not treated disadvantageously due to such reporting
Applicable to JAPEX and its subsidiaries, the handling procedures for such reporting stipulates that no person who made a rep ort as set forth in thepreceding item is subjected to any disadvantageous treatment for such reporting.
11. Matters relating to policies concerning the procedure for advance payment or reimbursement of expenses that arise in the exec ution of duties by the
Audit & Supervisory Board Members, or other expenses or obligations that arise in such execution of duties
The Audit & Supervisory Board Members may request prepayment, reimbursement, or other payment in case of necessary to execute their duties by
the writing with the reason, amount, and others. Based on the writing, JAPEX makes advance payments or reimbursements.
12. Other systems to ensure effective audits of the Audit & Supervisory Board Members
JAPEX ensures that the Audit & Supervisory Board Members have opportunities to exchange opinions with the Representative Directors and the
Accounting Auditors to enhance cooperation and information sharing.
Likewise, the Audit & Supervisory Board Members cooperate with the internal audit division through periodic exchanges of opinions to improve theeffectiveness of the audits.

2. Basic Views and Development Status on Measures for Eliminating Anti-Social Forces
JAPEX’s Compliance Manual stipulates that employees shall take a firm stand against antisocial forces and have no relationshi p whatsoever with themand that employees shall not easily compromise with money or the like when unjustified demands are made. In addition, internal education for employees
are provided internally on how to respond to unreasonable demands by introducing specific examples.
Our Administration & Legal Dept., is in charge of dealing with antisocial forces, collects and manages internal information i n a centralized manner anddeals with individual cases. Furthermore, the Dept. actively collects information through participation in training sessions held by external organizations.

V Other
1. Adoption of Takeover Defense Measures
Adoption of Takeover Defense Measures

EstablishedSupplementary Explanation for Applicable Items(1) Basic Policy Regarding the Person Controlling Decisions Relative to Policies for Our Finances And Business
JAPEX considers that the person controlling our financial and business policy decisions should fully understand the content o f our finances and businessand the source of our corporate value, and is eligible to protect and enhance corporate value and ultimately the shareholders’ common interests in acontinuing, sustainable manner.
JAPEX believes the decision on an acquisition proposal which is associated with the transfer of corporate control should ultimately be made based on thegeneral decision of our shareholders. Furthermore, JAPEX does not disapprove of large-scale share acquisition that contributes to our corporate value
and ultimately the shareholders’ common interests.
Nevertheless, among large-scale share acquisitions, there are many that do not contribute to the corporate value and the shareholders’ common interests,
in light of their purpose, including such that cause a clear infringement on the corporate value and the shareholders’ common interests, such that has therisk of a de facto coercion against the shareholders to sell their shares, such that does not provide sufficient time and/or information for the Board of
Directors and the shareholders consideration of the content of the large-scale share acquisition or for the Board of Directors to propose an alternative plan,and such that require consultation and negotiation with the acquirer to draw out a more favorable condition than the conditions presented from the acquirer.
The large-scale share acquirer should understand the source of our corporate value, not to mention the content of JAPEX’s finances and business, andunless he or she protects and enhances them over medium to long term, our corporate value and ultimately the shareholders’ common interests will bedamaged.
JAPEX considers such a large-scale acquirer that does not contribute to our corporate value and the shareholders’ common interests inappropriate as thecontrolling person to determine the policies of our finances and business, and thus consider necessary to protect our corpora te value and ultimately theshareholders’ common interests by taking essential and substantial measures against such attempts.
(2) Overview of the Measures to Prevent Large-scale Acquisition of Our Company Shares (Takeover Defense Measures)
1. Purpose
The measures aim to deter takeovers that run counter to our corporate value and the shareholders’ common interests, protect and enhance our corporate
value and the shareholders’ common interests, through securing sufficient information and time necessary for the appropriate decision-making ofshareholders alongside securing the opportunity to negotiate with the acquirers, in the event of large-scale acquisition of our company shares.
2. Fundamental Structure
JAPEX adopts pre-warning type takeover defense measures where we establish procedures with which a person who intends to acquire 20% or more of
our shares should comply and warn in advance that we may take countermeasures if the person fails to comply with such procedures or our corporate
value and the shareholders’ common interests are deemed to be impaired.
3. Procedures for Introduction
JAPEX introduced takeover defense measures after obtaining approvals for a proposal to amend the Articles of Incorporation to provide a statutory basis
for the introduction, etc. of takeover defense measures (a matter requiring a special resolution) as well as a proposal regarding the details of takeover
defense measures (a matter requiring an ordinary resolution) at the 38th Ordinary General Meeting of Shareholders held on June 25, 2008. Then, JAPEX
partially amended the takeover defense measures and gained approval for a proposal regarding the renewal thereof (a matter requiring an ordinary
resolution) at the 53rd Ordinary General Meeting of Shareholders held on June 27, 2023.
4. Effective Period
The effective period shall be until the conclusion of the Ordinary General Meeting of the Shareholders relating to the last fiscal year ending within three
years after the conclusion of the 53rd Ordinary General Meeting of Shareholders held on June 27, 2023.
5. Procedures for Implementationa. An acquirer shall submit the Intent Statement that is legally binding and includes covenant wording, etc., that expresses the intention to comply with theprocedures set forth in the takeover defense measures. Within 10 business days after receiving the Intent Statement, JAPEX shall request the acquirer
to submit the Acquisition Statement with necessary information.
b. The Board of Directors shall evaluate the acquirer’s proposal, consider alternatives, and so on (45 days).
c. The Independent Committee shall weigh the proposal of the acquirer and the business plan of the Board of Directors, review the alternatives presented
by the Board of Directors, and so on while negotiating and discussing with the acquirer (45 days. The p eriod may be extended by up to 30 days on
reasonable grounds).
d. The Independent Committee shall consider whether or not the acquirer’s conduct could damage corporate value or the shareholders’ common interests(when damaged, the extent of damage), etc. and recommend implementation or non-implementation to the Board of Directors (the Committee may
recommend implementation subject to prior or subsequent approval of shareholders).
e. With regard to implementation, the Board of Directors shall, in principle, conv ene a general meeting of the shareholders (hereinafter the “General
Meeting of the Shareholders for Decision Hearing”) to hear the shareholders’ decision.
f. In the case the General Meeting of the Shareholders for Decision Hearing is held, the Board of Directors shall make a resolution based on the resolutionof the General Meeting of the Shareholders for Decision Hearing. In the case where the General Meeti ng of the Shareholders for Decision Hearing is
not held, the Board of Directors, as a body under the Companies Act, shall pass a resolution, respecting to the maximum extent any recommendationof the Independent Committee.
6. Establishment of the Independent Committee
JAPEX establishes the Independent Committee consisting of Outside Directors, Outside Audit & Supervisory Board Members, and outside experts inorder to eliminate arbitrary decisions by the Board of Directors and enhance the objectivity of judgment on whether or not countermeasures should be
implemented.
The members of the Independent Committee are as follows:
ITO Tetsuo, Outside Director of JAPEXYAMASHITA Yukari, Outside Director of JAPEXKAWAKITA Chikara, Outside Audit & Supervisory Board Member of JAPEX

7. Countermeasures
The allotment of share options without contribution outlined in 8. below will be implemented to dilute the acquirer’s equity by issuing new shares to allshareholders other than the acquirer.
8. Overview of the Allotment of the share options Without Contribution
a. Number of the share options
The number shall be equal to the total number of shares issued (excluding treasury shares) as of a certain date (hereinafter the “Allotment Date”)
otherwise determined by resolution of a general meeting of shareholders or the Board of Directors (hereinafter the “Resolution”).
b. Shareholders eligible for allotment
Shareholders other than JAPEX as of the Allotment Datec. Effective date
The effective date shall be otherwise decided by the Resolution for the Allotment of share options Without Contribution.
d. Number of shares subject to the share options
The number of shares subject to each share option shall be, in principle, one share.
e. Period of exercise
The period shall be otherwise determined by the Resolution for the Allotment of share options Without Contribution within the range of one to six months.
f. Conditions of exercise
Any person who intends to acquire 20% or more of our share certificates (hereinafter collectively the “Unqualified Persons”) may not exercise the shareoptions.
g. Acquisition of the share options by JAPEXJAPEX may at any time acquire all the share options without contribution on a date otherwise specified by the Board of Directors until the day before
the commencing date of the period of exercise.
JAPEX may, upon the date otherwise prescribed by the Board of Directors, acquire all the share options held by persons other than the Unqualified
Persons, which are not exercised, and deliver shares in exchange for such unexercised share options.
JAPEX may, upon the coming of the date otherwise prescribed by the Board of Directors that is after the effective date of the allotment of the shareoptions without contribution, acquire all the share options held by the Unqualified Persons, and in exchange for such share options, may deliver as
consideration the share options in the same number as the share options to be acquired that are in principle not permitted to be exercised by the
Unqualified Persons. Details of such share options shall be prescribed in the Resolution for the Allotment of share options Without Contribution.

2. Other Matters Concerning the Corporate Governance System○ Overview of Timely Disclosure System
JAPEX adopts the following system for handling facts about our operations, business and assets that have a significant effect on investment decisions ofinvestors (hereinafter “Material Fact(s)”) to ensure the timely and appropriate disclosure of Material Facts.
1. Aggregation of Information on Material FactsThe Internal Information Management Regulations specify a supervising department and define the time of occurrence/decision f or each Material Fact
(corporate decisions, occurrences of material facts, financial information, or facts concerning subsidiaries). Information on such facts is collected bypromptly notifying the Corporate Communication Office, which is responsible for information management and disclosure, from each supervising
department.
2. Disclosure of Material Facts(1) Information Management and Prompt Disclosure
The Corporate Communication Office is responsible for determining the timing of disclosure, compiling the content of disclosure, and conducting
disclosure in a consistent manner in order to prevent leaks of aggregated information before disclosure and to e nsure prompt disclosure. If there isany doubt on the decisions whether or not a matter constitutes a Material Fact, the decision will be promptly made by the officer in charge of the
Corporate Communication Office who is responsible for handling the information.
(2) Assurance of the Appropriateness of the Disclosure Content
The content of disclosure is determined through appropriate internal procedures by the department in charge of handling Material Facts and isdisclosed by the Corporate Communication Office.
(3) Fair Disclosure
JAPEX discloses Material Facts through TDnet, press release for press clubs, and on our website simultaneously in order to provide many
stakeholders with wider access to information.
The Internal Information Management Regulations stipulates how to collect and disclose information on Material Facts to thoroughly implement thehandling mentioned above.
EndA schematic diagram of the corporate governance structure is shown below.
Shareholders Meeting
Appointment/Dismissal

Appointment/Dismissal

Appointment/Dismissal[Management/Supervise]
Nomination andCompensation
Committee

Directors/
Board of Directors

Supervise

Audit & Supervisory
Board Members/Audit& Supervisory Board

Audit

Selection/Removal

Audit Report[Business Execution]

Sustainability Committee

Cooperation

Cooperation

Accounting Auditor

Cooperation

Audit

ReportReport/Preconsultation

Executive Committee
Risk Management
Committee

Representative Director
and President(Chief Executive Officer)

ReportAuditing Dept.
Approval ofplansInternal Audit
Internal Control Evaluation

HSSE Committee

Information Security
Committee

Each Division
Management

Investment Evaluation
Committee

Group Companies

Skill Matrix(Note) The following table shows major skills of each person with a circle mark and does not indicate all of the knowledge, experience and abilities possessed by each
person.
Corporate management includes management experience in organizations or groups other than companies.
Finance,
EnergyCorporate
Legal and risk
ESG and
GlobalTechnology
No.
Name
Position
accounting,industry-related
management
management sustainability
businessand DXand tax
knowledge
Representative Director
1
FUJITA Masahiro
○
○
○
○
○
and Chairman
2

YAMASHITA Michiro

Representative Director
and President

○

○

3

ISHII Yoshitaka

Representative Director○

4

NAKAJIMA Toshiaki

Director

5

TEZUKA KazuhikoDirector

6

FUNATSU Jiro

Director○○

7

ITO Tetsuo

Outside Director

○

○

8

YAMASHITA Yukari

Outside Director

9

KAWASAKI Hideichi

Outside Director

10

KITAI KumikoOutside Director

11

SUGIYAMA Yoshikuni

Outside Director

12

MOTOYAMA Yoshihiko

Audit & Supervisory Board
Member13

TAKAHATA Shinichi

Audit & Supervisory Board
Member14

KAWAKITA Chikara

Outside Audit &Supervisory Board Member

○

○

○

15

KATO Yoshitaka

Outside Audit &Supervisory Board Member

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○

○

○

○
○

○

○

○

○

○

○

○

○

○

○

○

○
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○
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