[Translation for Reference and Convenience Purposes Only]

Corporate Governance Report
Tokai Tokyo Financial Holdings, Inc.

Updated as of July 11, 2024

Tokai Tokyo Financial Holdings, Inc.
Masataka Sato
President & Representative Director
Contact: Corporate Communications Department +81-3-3517-8618
Securities Code: 8616
https://www.tokaitokyo-fh.jp/en/
Tokai Tokyo Financial Holdings, Inc. (hereinafter “the Company”) describes below the current status of its Corporate
Governance.

I. Basic Approach toward Corporate Governance, and the Information with regard to Capital
Structure, Corporate Attributes and Other Material Matters
1. Basic Approach
The Company considers the enhancement of corporate governance to be one of its important tasks. So, theCompany will reinforce and upgrade its corporate governance, aiming to raise the level of fairness andtransparency in its management with an ultimate view to winning trust from various stakeholders, andcontinuously increasing corporate value. The Company makes this endeavor in tandem with its efforts tomaintain the corporate structure that allows swift decision-making and business execution.
Further, the Company deems it essential to act in unison with all the stakeholders including shareholders,investors and others. Under such an idea, the Company has established the following basic approach to corporate
governance and now hereby posts on its website the same for your reference.
(https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf)
1. Basic Approach toward Corporate Governance(1) The Company respects the rights of its shareholders. It works to maintain a corporate environment in whichsuch rights can be appropriately exercised and to ensure real fairness to shareholders.
(2) While the Company engages in suitable cooperation with all the stakeholders including shareholders,customers, business partners, employees, and regional societies, it fosters corporate culture and spirit that
respect sound business operations.
(3) The Company discloses information appropriately not only what is required by laws, regulations, etc., butalso the information it deems necessary to ensure fairness and transparency in its management.
(4) The Company tries to maintain a system that enables the Board of Directors to perform more effective
supervision over its management and concurrently facilitates the management’s swift and resolutedecision-making.
(5) The company undertakes constructive dialogue with shareholders through proactive IR and other activities
to promote continuous growth and increase medium-to-long-term corporate value.
2. Description of the main feature of the Company’s Corporate Governance(1) Organizational Framework
The Company has adopted the organizational framework that embraces an Audit & Supervisory Committee
under the Companies Act with the objectives of strengthening the supervisory functions of the Board of
Directors, facilitating swift decision-making by enabling the Board of Directors to delegate the executionof important business matters to executive directors, and thus making it easier for the Board of Directors
Meeting to engage in deeper discussion of strategic issues.
The Company also maintains a Nomination & Remuneration Committee to ensure objectivity andtransparency in decision-making processes concerning the matter of the members of the Board of Directors
such as candidate nomination, remuneration and dismissal.

-1-(2) Enhancing Functions of the Board of Directors and the Audit & Supervisory Committee
The Company has outside directors represent the majority of its Board of Directors, and it, in principle,
appoints an outside director as the Chairperson of the Board. As such, it ensures the effectiveness of theBoard of Directors while maintaining a high level of transparency and fairness. At present, the Board of
Directors has five outside directors, including three who concurrently serve on the Audit & Supervisory
Committee. Consequently, the majority of both the Board of Directors and the Audit & Supervisory
Committee is represented by outside directors. Thus, the Company maintains a heightened level of internal
checks and balances.
(3) Distinguish Clearly the Functions of “Business Execution” and “Management Supervision”
The Company’s directors each have clearly defined roles and they are individuals holding positions ofexecutive directors primarily in charge of business execution or non-executive directors basically in chargeof overseeing business execution.
[The reason(s) why the Company has yet to comply with some of the Principles of the Corporate Governance
Code]
N/A. The Company is now implementing all principles of the Corporate Governance Code.
[The Disclosure Based on each principle of the Corporate Governance Code][Principle 1.4] About “Cross-Shareholdings”
The Company laid out its policy on both the Cross-Shareholding and the execution of subsequently allocatedvoting rights as stated in Article 20 of its Corporate Governance Guideline and Attachment 5 thereof. Further,concerning the rationale for cross-shareholding, we regularly check to see from an overall perspective whether
the designed purpose adequately justifies the relevant cost. If we find any cross-sharing unreasonable, we
recognize such share(s) as those to be reduced in number.
(https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf)[Principle 1.7] Related Party Transactions
The Company sets forth the procedure concerning the Related Party Transaction in Article 8-11 and Article 22of the Corporate Governance Guideline as well as in the pertinent section of the Company’s Administrative
Code addressing Related Party Transactions. Please visit our website to see our Corporate Governance Guideline.
(https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf）【Supplementary principle 2-4①】Ensuring diversity in selecting core personnel•

We, as a group, consider the promotion of diversity and equal opportunity one of the crucial
requirements for us to respond to social changes. Concerning the human resource training and theCompany’s efforts to raise its organizational readiness to promote and secure diversity, please refer
to “3. Measures to Ensure Due Respect for Stakeholders (Others), under III The Measures Taken for
Shareholders and other Interested Parties of this report and our website.
(https://www.tokaitokyo-fh.jp/sustainability/materiality-4/diversity/）•

We formulated our General Employer Action Plan as per the Act on Promotion of Women’sParticipation and Advancement in the Workplace. In the said plan, we set a 16% representation ofmanagerial positions by females as a goal in promoting the empowerment of women in the workplace(as of April 1, 2024, the ratio was 14.7%) and the goal is to be achieved by the end of March 2026.
We are now more active than before in recruiting mid-careers (in the range of 20 to 40% of all annual
hiring) and we will increase the share of mid-careers in managerial positions*. (that is 23.7% as ofApril 1, 2024). We do not set the goal of hiring foreigners since we operate mainly within Japan. We
will change the practice as we find it necessary in our future operations.
(* manager position: not lower than either the Line Manager or the Grade 7 worker as at any one of
the following; the Company, Tokai Tokyo Securities, which is our primary subsidiary, and Tokai
Tokyo Service which hires workers on a continuing contract basis)[Principle 2.6] Fulfillment of Function as an Asset Owner of Corporate Pension
The Company adopts two forms of corporate pension. They are “Defined Benefit Pension Plan” and “DefinedContribution Pension Plan”. The Company considers it important to maintain the level of asset value suitable-2-

to help its employees form wealth for their post-retirement lives. Further, the Company recognizes that theperformance of the fund for the “Defined Contribution Pension Plan” could affect its financial standing. The
Company, therefore, administers appropriate monitoring over the asset management institutions in charge andprevents conflict of interest from occurring. To facilitate those actions, the Company allocates appropriate
staff to its Finance and HR departments and trains those staff. As such, the Company keeps striving to enhance
its organizational structure.
[Principle 3.1(ⅰ)] Disclosure Improvement[Management Plans]
We, as a group, formulate our Management Philosophy, Management Strategy, and Management Plans andpost them on the Company’s website for public viewing. So, please refer to them on the website given below.
Management Philosophy:(https://www.tokaitokyo-fh.jp/corporate/policy/philosophy/)Management Strategy:（https://www.tokaitokyo-fh.jp/investors/management/）

Management Plan:(https://www.tokaitokyo-fh.jp/investors/management/plan/)[Principle 3.1(ⅱ)] Disclosure Improvement[Basic Idea of Corporate Governance and the Related Policy]
Please refer to the “Basic Approach” to our corporate governance of this report about the Basic Idea of our
Corporate Governance as well as the Capital Structure, Attribute Data, and other basic information of theCompany.
[Principle 3.1(ⅲ)] Disclosure Improvement[Policy for determining the compensation for senior management/directors by the Board of Directors](Policy)
The Company believes that the compensation for directors suitably incentivizing them with the merit-based
reward for their contributions to its performance and corporate value creation should be instrumental tofostering or securing talented management personnel capable of promoting its sustained growth as a listed
corporation.
The compensation for Executive Directors and Executive Officers comprises three components: fixed salary,
performance-linked bonus, and the reward (which is given as a stock option) linked with medium-to-longterm performance. The compensation for non-Executive Directors (excluding those serving on the Audit &Supervisory Committee) is given only as a fixed salary to ensure independence from the business executionof the Company.
The compensation for the Directors serving on the Audit & Supervisory Committee is given only as fixedsalary to ensure their appropriate duty fulfillment of audit & supervision of business execution.
Outside Directors have majority representation in the Company’s Board of Directors. The Company, however,has established the Nomination & Remuneration Committee to ensure objectivity and transparency in theprocess of determining the compensation for Directors. Also, to further ensure objectivity and transparency inthe process of determining the compensation for Executive Officers, the Company has set up the “Council for
Officers’ Nomination” in addition to the Nomination & Remuneration Committee. Please refer to “[Optional
Committees], II Business Management Organization and Other Corporate Governance Systems Regarding
Decision-making, Execution of Business, and Supervision of Management in this report about the Nomination& Remuneration Committee.
(Procedure)
The Nomination & Remuneration Committee discusses the method and the level of compensation for
Directors, using the related data for reference that are available from external database providers. The
Committee then reports to the Chairman and Representative Director, the Board of Directors, and the Audit
and Supervisory Committee on the result of such discussions.
The Board of Directors determined in its meeting held on the 26th of June, 2024 that it entrusts the decisionon actual compensation for each Director to Tateaki Ishida, the Chairman & and Representative Director. The-3-

reason for having entrusted the Chairman and Representative Director with the subject decision is that the
Chairman & Representative Director is in the best-suited position to grasp the range of assigned areas of duty
and assess the performance of each Director in the scope of the entire operating result of the Group. Then, theChairman & Representative Director makes the subject decision based on the above-said report from the Audit
and Supervisory Committee.
The compensation for the Directors serving on the Audit & Supervisory Committee is determined by the Audit& Supervisory Committee through their discussion based on what is suggested by the Nomination &Remuneration Committee. The appraisal and compensation for Executive Officers are determined by the
Chairman & Representative Director, based on what is discussed in the Council for Officers’ Nomination.
[Principle 3.1(ⅳ)] Disclosure Improvement[Policy and procedures for the election of senior management and the nomination of Director candidate(s) by
the Board of Directors](Policy)In accordance with the criteria set forth for the nomination and dismissal of a Director candidate (except theone who serves, if elected, as a member of the Audit & Supervisory Committee), the Board of Directors elects
a Director whose knowledge, experience, and social credibility are sufficient to execute management duties
at the Company in an appropriate, fair and efficient manner and whose capability is high enough to improve
the Company’s supervisory function. About candidates for Directors serving on the Audit & Supervisory
Committee, the Company nominates persons whose knowledge, experience, and social credibility are
sufficient to audit the execution of duties by the Directors not serving on the Audit & Supervisory Committee
in an appropriate, fair, and efficient manner.
In addition, when nominating candidates for Outside Directors, the “Independence Assessment Standard” forOutside Directors, which is separately provided, is considered.
Although the majority of its Board of Directors is comprised of Outside Directors, the Company has
established an “Officers’ Nomination & Remuneration Committee” to ensure objectivity and transparency inthe process of nominating Directors. Also, about Executive Officers, the Company has established “theCouncil for Officers’ Nomination” besides the Nomination & Remuneration Committee”. Please refer to“[Optional Committees], II Business Management Organization and Other Corporate Governance Systems
Regarding Decision-making, Execution of Business, and Supervision of Management in this report about theNomination & Remuneration Committee.
(Procedures)
In accordance with the above-mentioned policy, the Board of Directors determines the matter concerning theappointment of directors not serving on the Audit & Supervisory Committee, after the discussion within itself
based on the report from the Nomination & Remuneration Committee
The Board of Directors elects the candidates for Directors serving on the Audit & Supervisory Committee
after obtaining the recommendation from the Nomination & Remuneration Committee” and the consent fromthe Audit & Supervisory Committee.
Also, the matter concerning the nomination of an Executive Officer is determined by the Chairman &Representative Director, based on what is discussed in the Council for Officers’ Nomination.
[Policy and the procedures the Board of Directors observes when dismissing management personnel or
Director](Policy)
The Board of Directors of the Company commences the procedure of dismissal of any Director whose duty
fulfilling competence is found doubtful or any case of a similar nature is recognized, substantiated by the fact
then that the Director concerned significantly falls short of the criteria set forth for the nomination anddismissal of Director candidate.

-4-

(Procedures)
In accordance with the policy stated above, the Board of Directors discusses and decides on, the matter related
to the dismissal of a director excluding the one who is concurrently an Audit & Supervisory Committee
member, based on the findings reported by the Nomination & Remuneration Committee.
Also, concerning the dismissal of a Director serving on the Audit & Supervisory Committee, the Board of
Directors of the Company after receiving the report from the Nomination & Remuneration Committee subject
to the consent from the Audit & Supervisory Committee. Further, concerning the executive officers, if he or
she is found to have committed any unlawful or wrongful act or to lack the competence for assuming the duty,
we will commence the procedure for dismissal of an Executive officer in question depending on the result of
the discussion at the Council for Officers’ Nomination after going through predetermined processes such as
giving advance notice. The Company will decide on the above-mentioned dismissal at the Board of Directors’Meeting.
[Principle 3.1(ⅴ)] Disclosure Improvement[Explanation about the election or dismissal of senior management members, and the nomination of Director
candidates stating the reason for such action(s)]The above-mentioned explanation is provided in the reference documents of the “Notice of Convocation ofan Ordinary General Meeting of Shareholders” when a proposal addressing either such selection or
nomination is submitted to the meeting. For your review, please refer to the “Notice of Convocation of an
Ordinary General Meeting of Shareholders” that is posted on the Company’s website.
(https://www.tokaitokyo-fh.jp/investors/stock/meeting/)【Supplementary Principle 3-1③】Sustainability Initiatives•

Please refer to our website and the Integrated Report for the details of the initiatives.
(https://www.tokaitokyo-fh.jp/sustainability/)
Integrated Report (https://www.tokaitokyo-fh.jp/investors/financial/annualreport/)•

We, the Company, proclaimed SDGs Initiatives to advance our endeavors toward the attainment of
the Sustainable Development Goals proposed by the United Nations. In that conjunction, we decided
on and announced the Materiality that we have drawn from our management philosophy andinitiatives. Also, we set up internally the SVJ Committee in April 2023 as the place for having
comprehensive discussions regularly to explore the ideal state of the Company we should pursue asa group. This is our endeavor to advance our sustainability management.
Further, in October 2021, we publicly endorsed the proposal, “Task Force on Climate-Related
Financial Disclosures”, which is a global disclosure framework concerning climate change. We arein the process of the information disclosure expansion in accordance with the proposal.
We assess risks and opportunities that climate change could affect the group’s business performance
together with our governance efforts to address such risks and opportunities. Also, we measuregreenhouse emissions as per the GHG protocol, which is an international standard. Please visit our
website to see all the aforementioned results.
(https://www.tokaitokyo-fh.jp/sustainability/materiality-5/）•

We, as a financial service group, step up our actions to deal with the issues related to climate change
following the guideline, “Social Value & Justice comes first” toward the goal of the realization of asustainable society.
［Supplementary Principle 4-1①] Roles and Responsibilities of the Board of Directors (1) Scope of Authority
Delegation to the Management[Disclosure on the scope of the authority delegation and its general outline]
In accordance with the relevant laws and regulations, the Company’s Articles of Incorporation, and the Internal
Rules, the Board of Directors of the Company delegates its authority to Executive Directors concerning theexecution of businesses to expedite the decision-making process and deepen the discussion at the Board
Meetings.

-5-

[Principle 4.9] Independence Assessment Standard and Qualification to be referenced in the nomination of
Independent Outside Directors
The Company set forth the Independence Assessment Standard and discloses it as “Independence Assessment
Standard” in the Attachment 1 to “The Corporate Governance Guideline”
Please visit our website for Corporate Governance Guideline.
(https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf）[Supplementary Principle 4-10 ① ] Our view of the independence of the Nomination & Remuneration
Committee with respect to its composite members, authorities, and roles
The Nomination & Remuneration Committee is comprised of more than four members and one of them is theCompany’s Chairman & Representative Director while the majority of the Committee posts are filled by
Outside Directors. The Committee elects its chairperson by mutual voting among the members as per the Ruleof the Committee. Currently, an Outside Director assumes the role of chairperson. For the details of theNomination & Remuneration Committee, please refer to the section, “[Optional Committee], II Business
Management Organization and Other Corporate Governance Systems Regarding Decision-making, Execution
of Business, and Supervision of Management in this report about the Nomination & Remuneration Committee.
[Supplementary Principle 4.11①] Preconditions for ensuring the effectiveness of the Board of Directors andAudit & Supervisory Committee[Our view about the skill combination possessed by directors and the election of directors]
The Company states in Article 7-5 of its Corporate Governance Guideline that its Board of Directors shallconsist of Directors of diverse backgrounds in terms of expertise and experience to be sufficient enough tocarry out the functions of the Board effectively and efficiently. Further, it states that it strives to ensure
diversity of gender and international background in composing its Board of Directors.
For Corporate Governance Guideline, please see our website;(https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf）
The Articles of Incorporation of the Company stipulate that the number of Directors shall be up to ten.
Currently, however, the Company’s Board of Directors consists of nine Directors, four members of which are
Internal Directors and the remaining five are Outside Directors.
Please refer to “[Directors], II Business Management Organization and Other Corporate Governance Systems
Regarding Decision-making, Execution of Business, and Supervision of Management, and to Attachment 1.”[Committee membership]” for the main skill and career background of each Director likewise. For the basic
idea about the election and procedure, please see [Principle 3-1 iv], [The disclosure based on each principleof Corporate Governance Code], [Basic Approach to our corporate governance as well as the Capital Structure,
Attribute Data, and other basic information of the Company].
[Supplementary Principle 4.11.②] Preconditions for ensuring the Effectiveness of the Board of Directors andAudit & Supervisory Committee[Status on the Board of Directors concurrently serving other positions]
In selecting a Director candidate, the Company verifies that the candidate can allocate sufficient time andeffort to adequately fulfill the role and responsibility as Director while concurrently serving in otherposition(s). The status of Directors concurrently serving other positions is presented in the reference
documents for the “Notice of Convocation of an Ordinary General Meeting of Shareholders”, which is postedon the Company’s website. So, please visit our website for the details.
(https://www.tokaitokyo-fh.jp/investors/stock/meeting/)
Supplementary Principle 4-11③] Preconditions for ensuring the effectiveness of the Board of Directors andthe Audit & Supervisory Committee[The assessment and analysis of the effectiveness of the Board of Directors]-6-In accordance with Article 8-12 of the Corporate Governance Guideline, The Board of Directors of theCompany conducts the said overall assessment and analysis once a year as its annual routine to increase theeffectiveness of the Board of Directors. As a result of this year's assessment and analysis, we concluded that
the Company’s Board of Directors fulfilled its duty with respect to each point of scrutiny and from an overall
perspective. The scrutiny examined the status of the Board’s task completion concerning its member
composition, diversity, role, responsibility, operation, the system to support directors, clarification of the
expected role to be performed by directors, management strategy, growth strategy, sustainability issues,
problems carried over from the previous year, the composition of the Nomination & Remuneration
Committee, Shareholders/investor relations, and others. We posted on our website the result of the outline of
the assessment and analysis of the Board of Directors' effectiveness for the Fiscal Year Ended (FYE) March
2024.
Please visit our website and see the results.
(https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf)[Supplementary Principle 4.14.②] Training of Directors[Policy for Training Directors]
The Company refers to the expected acquisition of required knowledge by Directors and the training designed
for them in Articles 4-4 and 9-4 of its Corporate Governance Guideline.
[Corporate Governance Guideline]（https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf）[Principle 5-1] Our Policy of constructive dialogue with shareholders
We set forth the policy of constructive dialogue with shareholders and we keep it posted on our website fordisclosure as Attachment 3 to the Corporate Governance Guideline.
Corporate Governance Guideline(https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf）[Management execution by paying attention to capital cost and the stock price of the Company][Disclosure in English available]
We formulated and publicized a management plan, “Beyond Our Limits” to implement a growth strategy,
expand the business model further, and increase the Company’s corporate value. In the plan, we have listed
the goals of capital usage efficiency (ROE) and accumulated customers’ financial assets (assets under custody)
as the numerical targets to be achieved through the execution of the plan. Further, concerning the KGI, we set
the group KGI based on the information available at the time of the subject goal-setting and the assumption
considered rational then as well. So, should the market condition change significantly, we may re-examine thenumerical goals. We keep disclosing the progress on the said achievement in our financial reporting documents
and integrated Report.
Medium-Term Management Plan (https://www.tokaitokyo-fh.jp/investors/management/plan/）
IR Presentation Documents （https://www.tokaitokyo-fh.jp/investors/financial/presentation/）
Integrated Report （https://www.tokaitokyo-fh.jp/investors/financial/annualreport/）
We are working on a task to stabilize our operating performance by expanding stable revenue and diversifying
revenue sources while pursuing the group’s business growth. We publicize the review of dividend policy
intending to enhance return to shareholder. (Please see the following section.) Through such actions, wewill raise the predictability of our stability and growth. Our idea is to reduce the cost of the capital andraise the stock price of the Company by implementing the said actions. Accordingly, we will further enrich
the dialogue our stakeholders including shareholders and investors.
[The policy of dividend payment of retained earnings for the effective period of the current medium-term
management plan]
It is our basic company policy to grow corporate value by proactively taking on various tasks as proclaimed-7-

in our medium-term management plan such as enhancing our competence as a financial service provider,driving forward the focused actions to reach beyond our limits, and allocating the capital to spare forachieving the growth by M&A.
We will fulfill the following regarding dividend payments to shareholders from the fiscal year ending inMarch 2024 during the remaining period of our current management plan (namely until the end of the fiscal
year ending in March 2027)
1. Maintain a consolidated dividend payout ratio of 50% or higher
2. Payment of annual dividend per share of 24 Yen or more
We will adopt either 1. or 2. whichever basis that results in a larger payment.
We will keep the frequency of dividend payments unchanged, which means twice a year, on September 30
and March 31.
We post the outline of the subject matter as a press release on our website below.
Press Release (https://pdf.irpocket.com/C8616/NvAy/Hpud/H6Bd.pdf)[The current status of dialogue with shareholders]
We keep trying to have constructive dialogues with shareholders to facilitate mid-to-long-term corporate
value growth. The Head of the General Planning Group and IR Department engage in dialogue activities incoordination with concerned departments. We organize two meetings annually for financial reporting
purposes for analysts and institutional investors, and the President & Representative Director conductspresentations in those meetings. We post the outline of the said meetings and the documents publicized
therein on our website.
The documents publicized in the meetings for IR Presentation（https://www.tokaitokyo-fh.jp/investors/financial/presentation/）

2. Capital Structure
Shareholding Ratio of Foreign Investors

10% or higher but lower than 20%[Composition of Major Shareholders]Shareholder Name
The Master Trust Bank of Japan, Ltd. (Trust Account)
MUFG Bank, Ltd.
Custody Bank of Japan, Ltd (Trust Account)
Mitsui Sumitomo Insurance Company, Limited
Toyota Financial Services Corporation
The Bank of Yokohama, Ltd.
Nippon Life Insurance Company
Sumitomo Mitsui Trust Bank, Limited
Meiji Yasuda Life Insurance Company
STATE STREET BANK WEST CLIENT-TREATY 505234

Number of Shares
Held (Shares)
30,300,400
12,016,853
8,649,700
7,283,798
7,280,000
7,014,553
5,611,890
4,800,000
4,406,000
3,686,600

Percentage (%)

Controlling Shareholder (excluding Parent—
Company)
Parent Company

None

Supplementary Explanation• The composition of major shareholders as above described was updated as of March 31, 2024.

-8-

12.10
4.80
3.45
2.91
2.91
2.80
2.24
1.92
1.76
1.47

• Each shareholding ratio described above was calculated with the number of outstanding shares net of thenumber of the treasury stocks as a denominator.
• In addition to the above, the Company holds 10,178,451 shares of treasury stock.

3. Corporate Data
Listed Stock Exchange and Market Section

The Prime Market of Tokyo Stock Exchange and PremierMarket of Nagoya Stock Exchange

Fiscal Year-End

MarchType of Business

Securities & Commodity Futures

Number of Employees (Consolidated) as of
the End of the Previous Fiscal YearNet Sales (Consolidated) as of the Previous
Fiscal Year-end
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal YearIn the range of 1,000 or moreIn the range of ¥10 billion to less than ¥100 billion
In the range of 10 to less than 50

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholders
Not Applicable
5. Other Special Circumstances Which May Have Material Impact on Corporate Governance• Effective June 25, 2021, we eliminated the position of Chief Executive Officer (CEO), changing a part ofmanagerial practice in order to advance the management on the basis of the agreement between the Chairman& Representative Director and the President & Representative Director.
• Maruhachi Securities Co., Ltd., a consolidated subsidiary of the Company, is a listed company on the Standard
Market of the Tokyo Stock Exchange. The important matter relating to the group’s own finance, andmanagement policy is brought to the general meeting of shareholders seeking resolution. Also, the agreement isin place between the subject subsidiary and its parent, Tokai Tokyo Financial Holdings, Inc., that such animportant matter shall be either, discussed before or reported after, the general meeting of shareholders,
depending on the degree of its importance. We consider, however, that the autonomy and the independence ofthe subject subsidiary is well established since it currently exercises its own managerial discretion and decisionmaking in running its day-to-day operation.

II. Business Management Organization and Other Corporate Governance Systems Regarding
Decision-making, Execution of Business, and Supervision of Management
1. Organizational Composition and Operation
Organizational Form
[Directors]
Maximum Number of Directors Stipulated in the
Articles of Incorporation
Term of Office of Directors Stipulated in the
Articles of Incorporation

Company with an Audit & Supervisory Committee

10
1 yearChairperson of the Board of Directors

Outside Director

Number of Directors

9

Appointment of Outside Directors

Appointment was fulfilled.

Number of Outside Directors

5

Number of Independent Directors

5-9-Relationship with the Company (1)

*
*
*

Name

Attribute

Tsunehiro Nakayama
Kazumasa Miyazawa
Joichi Yamazaki
Ayako Ikeda
Katsuhiko Ota

From other company
From other company
From other company
LawyerFrom other companyab

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

j

k

Categories for “Relationship with the Company”“○” When the person currently falls or has recently fallen under the category“△” When the person fell under the category in the past“●” When a close relative of the person currently falls under the category“▲” When a close relative of the person fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-Executive Director or Executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an Executive thereof
e. Major client or supplier of the Company or an Executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a Director
g. Major shareholder of the Company (or an Executive of the said major shareholder if the shareholder is a
corporate entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(Applicable personally to the Director himself/herself only)
i. Executive of the company with which the Company appoints Outside Officer(s) each other. (Applicable
personally to the Director himself/herself only)
j. Executive of the company or organization that receives donation from the Company (Applicable personallyto the Director himself/herself only)
k. Others
Relationship with the Company (2)Designation
Designation Supplementaryas Audit &asExplanation of
Name
Supervisory
Reasons for Appointment
IndependenttheCommittee
Director
Relationship
MemberTsunehiro ___—Mr. Nakayama commands high respect for his rich○
Nakayama
experience and insight he has acquired during hislong service as a corporate manager in financial
industry. The Company believes that the above said
credentials that are long-nurtured in banking andsecurities brokerage careers should keep him able tocontinue fulfilling his obligation for the Company tomake important managerial decisions and tosupervise business executions. The Company has
designated Mr. Nakayama as an Independent
Director because it has judged that he has no
particular conflict with the interests of generalshareholders as he has no special interest in the
Company and so he is an appropriate person toprotect general shareholders.
Kazumasa ——Mr. Miyazawa, who has long served as a corporate○
Miyazawa
manager in the digital industry, is highly rated for his- 10 -

Joichi○Yamazaki

○

_

○

○

__

Katsuhiko ○
Ota

○

__

Ayako
Ikeda

achievements and insight. The Company believes
that his rich experience and high expertise in thedigital industry should keep him able to perform
continuously his duties for the Company as an
Outside Director. The Company has designated Mr.
Miyazawa as an Independent Director because it has
judged that he has no potential conflict with theinterests of general shareholders as he has no special
interest in the Company and so he is an appropriate
person to protect general shareholders.
Mr. Yamazaki has long served as an officer in various
high capacities at Ministry of Finance, for instance,
as Deputy Director-General of the Planning and
Coordination Bureau, Financial Services Agency,
and Director-General of the Tokai Local Finance
Bureau. He is highly rated for his achievements andinsight. The Company believes that he should be able
to continue applying his experience and insight to hisrole of monitoring and supervising the businessexecutions at the Company. He has no particularconflict with the interests of general shareholders as
he has no special interest in the Company and so heis an appropriate person to protect generalshareholders.
Ms. Ikeda commands high respect for her richexperience and insight she has acquired during herlong service as a legal professional. Although she has
not directly engaged in daily execution of duty at
corporation in the past, she has a wealth ofexperiences in assuming responsibility as acommittee member of various public offices. theCompany acknowledges that Ms. Ikeda, as a legal
professional independent from the Company’s
management, is sufficiently fulfilling her role toenhance effectiveness of the Board of Directors’decision making and supervising processes. The
Company believes that she can continue to provide
her suggestion actively on the entire spectrum of ourmanagement from an objective standpoint, as well as
to supervise and audit of our operations appropriately
perform her duties as an Outside Director. The
Company has designated Ms. Ikeda as an
Independent Director because it has judged that she
has no particular conflict with the interests of generalshareholders as she has no special interest in the
Company and so she is an appropriate person toprotect general shareholders.
Mr. Ota, who has long served as a corporate manager
in a major steel manufacturing company, is highly
rated for his achievements and insight. The Company
expects that he uses his rich experience and highinsight long accumulated as a manager in the industry
for performing the duty of supervising and auditing
for the Company. The Company has designated Mr.
Ota as an Independent Director because it has judgedthat he has no potential conflict with the interests ofgeneral shareholders as he has no special interest in- 11 -

the Company and thus, he is an appropriate person toprotect general shareholders.
[Audit & Supervisory Committee]
Committee Composition and Attributes of Chairperson
All the Committee
Members
Audit & Supervisory
Committee

Full-timeMembers

4

Internal
Directors
1

Appointment of Directors and Employees who areto assist the Audit & Supervisory Committee’s
duties

OutsideDirectors
1

Chairperson
3Outside Director

Appointment was fulfilled.

The issue related to the independence of the above referenced directors and the employees from the influenceof executive directors

The Audit & Supervisory Committee Office was established within Audit Department with threemembers while retaining the posts at Audit Department, including the Head of the Office. The staff of
the Audit & Supervisory Committee Office, being independent from the Directors not serving on the
Audit & Supervisory Committee, follow the directions of the Audit & Supervisory Committee. In
addition, the said staff’s personnel transfer, performance evaluation, any disciplinary action where thecase may be, and other matters of personnel administrative nature are carried subject to the consent of
the Audit & Supervisory Committee. As such, the Company ensures both independence of the staff fromthe influence of business execution departments of the Company and unobstructed effectiveness of
directions and commands to be given to the Office staff from the Audit & Supervisory Committee.
Cross-sectional cooperation among Audit & Supervisory Committee, Accounting Auditor and Internal
Audit Department
The Company’s Audit & Supervisory Committee gives the Audit Department orders and directions to conduct
audit and they perform a hearing about the result of such audit. Further, the Committee will request the Audit
Department to do an investigation or give the Department specific directions when necessary. The Audit
Department is separated from the Company’s business execution and it is positioned subordinate to the Audit& Supervisory Committee and thus secures the Department’s independence and the effectiveness of theCompany’s check and balance function.
The Company’s sections of internal audit and the accounting auditor intend to enhance their mutual
cooperation with a view to conducting an adequate audit, and for that purpose, they exchange opinions andtake other actions when necessary so that they can maintain and improve the level of internal control quality.
With the Company’s accounting auditor, the Audit & Supervisory Committee regularly holds meetings andmaintains close cooperative relationships, and actively exchanges ideas and information. Their purpose, ofcourse, is to conduct adequate auditing. Also, the Committee does receive the planned outline of audit andinquire about the focused points of such audit from the accounting auditor, and exchange opinions with them.
[Optional Committees]
Optional Committees Equivalent Functionally
Either to a Nominating Committee or aCompensation Committee

The said committee was establishedEstablishment of Optional Committee, Committee Composition and Attribute of Chairperson
Name of thecommittee

Numberof

Numberof full-- 12 -

Numberof

Numberof

Numberof

OthersHead of theCommittee(Chairperson)totaltime
Internal Outside Outside
members members Directors Directors Experts
Optional Committee
equivalent to theNomination
Committee
Optional Committee
equivalent to theRemuneration
Committee

Nomination &Remuneration
Committee

5

0

1

4

0

0

OutsideDirector

Nomination &Remuneration
Committee

5

0

1

4

0

0

OutsideDirector

Supplementary Explanation
To enhance the objectivity and transparency of the process for nominating Director candidates, dismissing
Directors, determining the compensation for, and other matters related to Directors, the Company has
established the Nomination & Remuneration Committee that assumes the role of both nomination andcompensation determination. The Nomination & Remuneration Committee discusses the selection of Director
candidates, and the method and the level of compensation for individual Directors as well, using the related
data for reference that are available from external database providers. The Committee then reports the resultof such discussions to the Chairman and Representative Director, the Board of Directors, and the Audit andSupervisory Committee
The Nomination & Remuneration Committee, as a rule, is comprised of more than four members selected
and decided by the Board of Directors, and one of them is the Company’s Chairman & Representative Director
while the majority of the Committee posts are filled by Outside Directors. Currently, the Committee iscomprised of the Chairman & Representative Director, Tateaki Ishida, and four Outside Directors including
Tsunehiro Nakayama, who is the Head of the Committee, Kazumasa Miyazawa, Ayako Ikeda, and KatsuhikoOta. The term of the Committee assignment begins at the time of the election at the meeting of the Board of
Directors that follows the conclusion of the Ordinary General Meeting of Shareholders and it lasts until theconclusion of the next said meeting. The chairperson of the Committee has been elected by a mutual votefrom among the Committee members in accordance with the Rules of the Nomination & Remuneration
Committee.
During the FYE March 2024, the Nomination & Remuneration Committee has held eight (8) meetings at theCompany, and all the Committee members with the exception of one Outside Director, Kazumasa Miyazawa,
who has attended six (6) meetings, have attended all the eight (8) meetings. Primary agenda discussed in thesaid meetings include the following.
May 2023:
June 2023:
August 2023:* The selection of Director candidates, Directors’ Bonus Pool for the FYE March 2023
* Monthly Compensation for Directors who serve on the Audit & Supervisory Committee
for the FYE March 2024.
* Granting the 15th Stock Options to the Executive Officers of the Company and Tokai
Tokyo Securities Co., Ltd.

[Independent Directors]
Number of Independent Directors

5

Matters relating to Independent Directors
The Company has established the “Independence Assessment Standard” regarding the independence ofOutside Directors. In electing Outside Directors, the Company selects the persons who satisfy such standard
and have no conflict of interests with itself. The Company has judged that each elected Outside Director canshow supervisory or audit capability while being independent of the Company, and thus appropriately
executing respective duty.

- 13 -

The Company has registered five Outside Directors who meet the qualifications for Independent Director as
Independent Directors.
[Incentives]
Status of Granting Incentive to Director

A stock option plan was introduced.

Supplementary Explanation
The issuance of the stock acquisition rights as stock options is administered in accordance with the resolution
adopted by the General Meeting of Shareholders, and the number of actual allotments to be allowed isdetermined by the Board of Directors Meeting based on the recommendation by the Nomination &Remuneration Committee upon confirming the resolution by the General Meeting of Shareholders. The totalcompensation to each Executive Officer is paid in the combination of fixed salary and performance-based
bonus generally in the ratio of 70% to 30%. To the Outside Directors and the Directors who are the membersof the Audit & Supervisory Committee as well, fixed salary alone is paid. The performance-based bonus isdetermined in the following manner.
ⅰ. Bonus
Designing bonus to reflect clearly the linkage with the short-term performance of the Company, the amountis determined by the Company’s consolidated performance measured as the return on equity (ROE) as thebase with the addition of evaluated contributions made by the division a subject individual belongs to and by
the subject individual himself or herself. Incidentally, the management plan, “Beyond Our Limits”, we set an
ROE target at 12%, and the actual ROE we accomplished for the FYE March 2024 was 5.8%.
ⅱ. Stock Option
We grant stock option for an ultimate purpose of improving our consolidated performance, and accordingly
give ourselves an incentive to elevate the group’s overall performance in a mid to long term. When we handle
the matter related to stock option, we try to attain the community of interest with shareholders. About ouractual practice of stock option, please refer to our Annual Securities Report, 4. Corporate Information, (1)Information on the Company’s Shares, 2) Status of the share subscription rights, further down, (ⅰ) Stock option
plans.
Recipients of Stock Options

Internal Directors and employees of the Company,
Directors and employees of the Company’s subsidiaries

Supplementary Explanation
The issuance of the stock acquisition rights as stock options to Executive Directors and Employees of theCompany and its subsidiaries is aimed at improving the consolidated performance of the Company and its
subsidiaries by providing the recipients with the common incentive of improving the performance of theGroup as a whole.

- 14 -

[Director Compensation]
Disclosure of Individual Director’sCompensation

No disclosure of individual compensation is made.

Supplementary Explanation
Directors who receive compensation, including consolidated compensation, of ¥100 million or more in total
are disclosed.
The amount of compensation for Directors for the FYE March 2024 is as follows.
Internal Directors: ¥252 million* (for four (4) Directors)* Including stock acquisition rights of ¥3 million granted as stock options
Policy on Determining Compensation Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Compensation Amounts and Calculation Methods
To enhance the objectivity and transparency of the process for nominating Director candidates, dismissing the
Director, and determining the compensation for, and other matters related to the director, the Company has
established the Nomination & Remuneration Committee. About the method of deciding the compensation,please refer to [Principle 3-1 (iii), The Disclosure Based on each principle of the Corporate Governance Code,
Basic Approach toward Corporate Governance, and the Information with regard to Capital Structure,
Corporate Attributes and Other Material Matters in this report.
[Practice for Supporting the Functions of Outside Directors]
The Company provides advance explanations on the agenda items of meetings of the Board of Directors andthe Audit & Supervisory Committee when necessary.
[The status of the person who retired from the position such as Representative Director](The current practice of the Company pertaining to the appointment of Komon or Soudan’yaku (a sort ofcorporate advisor, counselor, or their equivalent) from the pool of the Company’s retirees who used to be
Representative Directors.)
Appointment

Title/Position

Assignment

notapplicable

notapplicable

notapplicable

Total number of Komon and Soudan-yaku who
once were in the post of the Company’s President
and Representative Director

Working Pattern/Condition
Working Hours, Full orPart Time, Compensation
notapplicable

The date of retirementfrom the previous positionat the Company
notapplicable

Term ofthe new
servicenotapplicable

None

Other related matter
The Company currently does not adopt the practice of retaining Komon or Soudannyaku. (a sort of corporate
advisor, counselor, or their equivalent). The Company has entered into a service agreement with some of theindividuals who used to work for the Company possessing specific areas of expertise and experience, intending
to obtain continuing support from them. However, the Company at present does not maintain the practice of
keeping the service specifically from its ex-representative director or the person who used to be in any othersimilar position.

2. Functions of Business Execution, Audit & Supervision, and Decision-Making on Nomination andCompensation (Overview of Current Corporate Governance System)
The Company’s Board of Directors, as the body of decision-making and supervision for important matters suchas management policy and strategy, is comprised of nine Directors (of which majority is accounted for by Outside- 15 -

Directors (five members)) and its meeting is held in principle once a month. The Board consists of “Executive
Directors” who carry out daily business activities, and “Non-Executive Directors” who mainly supervise thebusiness execution. In addition to instituting such structural changes, the Company focuses its efforts on ensuring
the effectiveness of the Board of Directors and increasing the transparency and fairness of the discussion at theBoard of Directors by clarifying the roles of these two types of Directors and by selecting the Chairperson of theBoard of Directors from Non-Executive Directors.
Also, as per its Articles of Incorporation and the resolution adopted by its Board of Directors Meeting, theCompany, to transfer decision-making authority on many important business execution matters to the Chairman& Representative Director and the President &Representative Director from the Board of Directors and thenshortening decision making time as well as reducing handling of perfunctory agenda and then ultimately
discussing more on strategic and important subjects at the Board Meeting under streamlined process, the Company
has shifted to a company with an Audit & Supervisory Committee. Furthermore, the Company has introduced the
Executive Officer system to facilitate swift decision-making and reinforce business execution function.
The Audit & Supervisory Committee consists of four Directors serving on the Audit & Supervisory Committee(including three Outside Directors). The Audit & Supervisory Committee meeting in principle is held every monthin accordance with the Rules of the Audit & Supervisory Committee. The duties of the Audit & Supervisory
Committee include the audit of the execution of duties by Directors and the ensuing preparation of audit reports.
Further, with the Internal Audit Department placed directly under the Audit & Supervisory Committee, theCommittee receives reports on matters relating to business execution by giving the Internal Audit Department
orders to conduct audits and obtaining reports therefrom.
The attendance record of the Board of Directors Meetings and the Audit & Supervisory Committee during theFYE ending in March 2024 is provided below.
Title
Chairman &Representative Director

Name
Tateaki IshidaPrincipal Activities
Has attended 13 Directors Meetings out of 13 held in
the FYE March 2024

President &Representative Director
Director

Masataka Sato

He was inaugurated on June 26, 2024.

Naoko Kitagawa

She was inaugurated on June 26, 2024.

Director

Tsunehiro Nakayama

Director

Kazumasa Miyazawa

Director(Audit & Supervisory
Committee Member)

Tetsuji Oono

Director(Audit & Supervisory
Committee Member)

Joichi Yamazaki

Director(Audit & Supervisory
Committee Member)

Ayako Ikeda

Director(Audit & Supervisory
Committee Member)

Katsuhiko Ota

Has attended 13 Directors Meetings out of 13 held in
the FYE March 2024.
Has attended 10 Directors Meetings out of all the 10
held since he was inaugurated during the FYE March2024.
Has attended 13 Directors Meetings out of 13 held in
the FYE March 2024. Also, attended 16 Audit &Supervisory Committee Meetings out of 16 held in the
FYE March 2024.
Has attended 13 Directors Meetings out of 13 held in
the FYE March 2024. Also, has attended 16 Audit &Supervisory Committee Meetings out of 16 held in the
FYE March 2024.
Has attended 13 Directors Meetings out of 13 held in
the FYE March 2024. Also, has attended 16 Audit &Supervisory Committee Meetings out of 16 held in the
FYE March 2024.
He was inaugurated on June 26, 2024.

In order to enhance management transparency and soundness, the Company has appointed the suitable number of
Outside Directors who possess considerable experience and deep insight, thereby improving the checking
capability within the Board of Directors and the Audit & Supervisory Committee.
- 16 -

In addition, the Company operates two committees that are respectively composed of the members including both
Representative Directors and the Directors and the Executive Officers who are designated on the basis of accord
between the Representative Directors. One is the Management Committee established for the purpose of
discussing general execution policy on the Company’s business, and the other one is the Comprehensive Risk
Management Committee, comprised of the Directors and the Executive Officers designated on the basis of accord
between the Representative Directors. The members discuss the matters related to crisis management such ascompliance, risk management, and disasters. The Management Committee Meeting and the Comprehensive Risk
Management Committee Meeting are held, in principle, twice and once respectively every month.
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has agreed
with Directors (excluding Executive Directors, etc.) to limit the Directors’ liability for compensation for damage
that is stated in Article 423, Paragraph 1 of the Companies Act. The limit amount of liability for compensation fordamages under the agreements is the total amount as stipulated in Article 425, Paragraphs 1-(c) and 2 of theCompanies Act. This limited liability shall be accepted only if the Director (excluding Executive Director, etc.)
performs his/her duties with a good manager’s care and the resulting damages were not caused by gross negligenceof his/her duty.
With respect to our accounting audit, we retain KPMG AZSA LLC as our accounting auditor under the audit
contract that has lasted for two years with them and they perform accounting audit in accordance with theCompany Act and the Financial Instruments and Exchange Act for the FYE March 2024. The Certified Public
Accountants who performed audit for the FYE March 2024 are the following and they are all Designated Limited
Liability Partners.
Atsushi Fukui
Yoshihiro Matsuda
In addition, the above-mentioned accountants were assisted by 5 Certified Public Accountants and 22 otherassistants*.
Note* Other assistants include those who passed CPA exams, tax accountants, and IT-audit specialists.

3. Rationale for the Corporate Governance System the Company Currently Maintains
The Company considers the enhancement of corporate governance to be one of its important tasks. So, theCompany will reinforce and upgrade its corporate governance, aiming to raise the level of fairness andtransparency in its management with an ultimate view to winning trust from various stakeholders, andcontinuously increasing corporate value.
The Company makes this endeavor in tandem with its efforts to maintain a corporate structure that allows swift
decision-making and business execution. While the Company maintains the acquired strength of corporate
governance (as exemplified by the majority presence of Outside Directors at the Board of Directors, and theassumption of the role of the Chairperson of Directors Meeting by Non-Executive Officer, and by other reforms),
the Company believes that a clear distinction of roles between the ones assigned to Executive Director and theothers to Non-Executive Director brings forth the following positive differences. By promoting an Audit &Supervisory Committee member up to a director’s position, the said Director will be able to perform the checking
to see if the Board of Directors executes businesses soundly and fairly in accordance with the basic management
policy and the management plan established by the Board itself. This new duty will be an addition to the alreadyexisting duty of illegality or deviation checking over the Board of Directors. Thus, such a change will boost audit
and supervision function of the Company. Further, the change will make it possible to delegate the decisionmaking authority concerning important business execution from the Board of Directors to the Executive
Directors. This in turn improves the swiftness of decision-making and reduces reviews of perfunctory proposals
by the Board of Directors in order to concentrate better on more strategic and deeper discussions. With a viewto achieving the purposes mentioned above, the Company has made a transition to a “Company with an Audit& Supervisory Committee”.
The Company has elected five Outside Directors. At the meeting of the Board of Directors, Outside Directors
assume a function and role to ensure the adequacy and appropriateness of the Board of Directors’ decisionmaking and execution of duties by proactively providing advice and suggestions from objective and neutral
standpoints, having no potential conflict with the interests of general shareholders, and from comprehensive andprofessional viewpoints, based on respective abundant experience. Outside Directors also supervise theperformance of Directors’ duties.

- 17 -

III. The Measures Taken for Shareholders and other Interested Parties
1. Measures to Vitalize the General Meeting of Shareholders and Facilitate Smooth Exercise of Voting
RightsSupplementary Explanations
The Company normally sends the notice of convocation of the General
Meeting of Shareholders at the earliest possible time without waiting until the
Early Dispatch of thelegal due date of two weeks prior to the date of the general shareholders
Notification of General
meeting. The Company, for instance, sent the convocation notice of the 112th
Meeting of Shareholders
Ordinary General Meeting of Shareholders held on June 26, 2024, three
weeks before the day of the Meeting.
The Company has adopted an electromagnetic method to facilitate the smoothElectromagnetic Exercise of
exercise of voting rights via PC or cellular phones. Shareholders now are able
Voting Rights
to access the dedicated website for exercising their voting rights;(https://www.web54.net)
Participation in the Electronic The Company makes the electronic voting platform available for institutional
Voting Platform and Other
investors operated by ICJ, Inc.
Efforts to Enhance theEnvironment for the Exerciseof Voting Rights by
Institutional Investors
Availability of the
The Company publishes the summarized notice of convocation in English on
Convocation Notice
the Company’s website (English site). The Company also posts the notice of(Summary) in English
convocation on the website of stock exchanges.
For our shareholders to deliberate adequately the bills submitted to theOrdinary General Shareholders Meeting, we posted the notice of convocationon the website of the Company as well as that of stock exchanges on the date
Othersbefore it sends out such notice by surface mail. (we started posting on May
28, 2024) Also, we provided live coverage of the 112th Ordinary General
Meeting of Shareholders by live streaming over the internet.
2. Investor Relations Activities
Supplementary Explanations

Regular Investors’ Meeting for
Individual Investors

Regular Investors’ Meeting for
Analysts and Institutional
Investors

Regular Investors’ Meeting forOverseas Investors

Presentation byRepresentatives
Yes

A Representative Director of the Company or otherperson provides a presentation at the investors’ online
meeting held in major cities throughout Japan, such as
Tokyo and Nagoya. In addition, we video-recorded thesubject presentation and, in principle, posted that later on
our website together with the supplementary information
actually used at the time of the presentation.
A Representative Director of the Company provided a Yes
presentation at the investors’ meeting held twice a yearin Tokyo. In addition, we video-recorded the subject
presentation and, in principle, posted that on our website
later together with the supplementary information
actually used at the time of the presentation. Also, we
regularly receive visiting analysts and institutional
investors to meet their research needs.
*Actual presentation performed during the FYE March
2024: May 25, 2023, November 22, 2023
A Representative Director of the Company conducts No
meetings either onsite or online, addressing investors in
Europe, the United States, and Asia. (He held the online
meeting 19 times in the FYE March 2024, and the- 18 -

Posting of IR Materials on theWebsiteEstablishment of the
Department and/or Manager in
Charge of IR

presentation material actually used is posted on the
Company’s website.
The information for Timely Disclosure, such as company
information, the Financial Summary, Result Review, and
Press Releases, as well as Integrated Report and Investor
Relations, are, in principle, posted on the Company’s
website.
(https://www.tokaitokyo-fh.jp/)
Such materials are also available on the English website.
(https://www.tokaitokyo-fh.jp/en/)
The Company has Corporate Communications
Department.

3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal
Rules for Respecting the
Position of Stakeholders

Implementation ofEnvironmental Activities
and CSR Activities, etc.

Development of Policy on
Information Provision to
Stakeholders

OthersSupplementary Explanations
The Group sets forth the basic approaches to each stakeholder (clients,
shareholders, local communities, employees, etc.) in the “Basic Compliance
Guideline”, “Ethical Code of Conduct”, and “Corporate Governance Guideline”
of Tokai Tokyo Financial Group” and it endeavors to make such basic approaches
known to all its officers and employees.
The Company formulated its environmental policy to utilize finite resources
effectively and leave them for the next generation to assume a part of social
responsibility. We, the Company, are paying attention and taking action to solve
environmental issues while engaging in business operations.
The Company is exercising the companywide energy-saving campaign byreplacing equipment for lighting, and air-conditioning. Furthermore, we are
actively switching company cars to light vehicles of high mileage, hybrid cars, andelectric and fuel cell vehicles (hydrogen) as part of energy-saving initiatives
against global warming. In the faith that we must take care of the people andregion, we currently provide support to nurture the manufacturer’s spirit,sponsoring sports and cultural events in the Chubu region. Activities we support
now include the following;(https://www.tokaitokyo-fh.jp/sustainability/materiality-5/)
Subsidies to Nagoya University for their project, “Global Education Promotion”,
to a certain community for their efforts to hand down traditional festival rituals,
and to the students of Chukyo University with “Tokai Tokyo Student Athlete
Scholarships”.
Please see our website for details;(https://www.tokaitokyo-fh.jp/sustainability/materiality-3/)
The Company strives to ensure the proactive and appropriate disclosure of
information, such as management policy and corporate information.
< Our HR strategy is designed to work in harmony with Management Strategy>
The Company has constantly adapted its HR system to an ever-evolving businessmodel and maintained its working environment to allow employees to work
flexibly. As an actual approach to link the HR strategy with the management
strategy, the Company made a major shift to job-based HR practice in 2019.
This shift made it possible to link the value of work with the level of compensation,and clarify the job description of respective positions within the Company. As aconsequence, we can now assign personnel to more suitable position and carry out
mid-career hires more smoothly.
< Workplace Improvement Policy >In our management plan, we raised several important themes. We brought up two
important catchwords in the plan, and they are “Enhance Financial Service- 19 -

Competence” and reach “Beyond Our Limits” by taking focused measures”
Further, we set up the action guideline in the management plan, which goes as“Social Value comes first.” To achieve all these themes, we built human resources
strategy around two conceptual axes. One is a “business competence
enhancement” from aggressive perspective, and the other is “continuity andsustainability fulfillment” from defensive perspective. We will take actions
alongside the said each axis, such as raising the engagement level of employees,
and allocating 3% of the Company’s ordinary income of the previous fiscal year
for employee education. We set those as “Social Value & Justice KPI tasks” as partof mid-to-long term management plan.
Measures Actually Taken• Start recruiting by respective departments to secure specialist talents• Position Challenge Inducement• Young Employees Development Program• Select and send employees to MBA programs both in Japan and overseas• Run Humanity Enhancement Program• Encourage employees to reskill• Support for Employees’ multi-role assumption for Work, Child-Care andFamily Nursing• Conduct engagement survey• Zero harassment and others<Human Resources Development Policy>• Develop employees so that they become able to help customers build
assets or increase capitals in assuming the mission of providing financial
needs, and then ultimately contributing to the nation’s economic growth• Develop employees who design their own career paths and continuelearning spontaneously• Develop employees who deem changes as chances and take on new
challenges
During the FYE in March 2025, we will focus on the following actions inexecuting the HR Development Program.
(1) Drive forward young employees training(2) Spread support with career-path development and reskilling to employees
at the frontline(3) Nurture and secure human resources in the DX field and specialists
For more details of our efforts, please refer to (3) Human Capital, 2. Our idea andactions related to sustainability, Chapter 2 The Status of our Operation of ourFinancial Statement (Yuuka Shouken Houkokusho).
<Health & Productivity Management>
In 2019, the Company made a “Well-Being Declaration” in order to set theworking environment easier for employees to stay working in good health formany years in a lively way. Further, the Company appointed CHO (Chief
Health Officer) and established a Health Management Promotion Committeewith a view to improving employees’ overall health condition.
We monitor the physical condition of employees and identify problems to beaddressed by reviewing the result of their physical checkups. We plan andimplement various programs toward the goal of company-wide healthmanagement and promotion. Further, we evaluate the actual effect of themeasures taken under the plan and set up a health promotion goal.
Please see our website for more details.

- 20 -（https://www.tokaitokyo-fh.jp/sustainability/materiality-4/）
Under the management plan, the Company shall keep promoting the advancementof all human resources in workplace without limiting to women but including
senior employees with abundant experiences and all others.

- 21 -

IV. Matters Related to the Internal Control Practice
1. Fundamental Policy about Internal Control System and the Current Status
The Company has established the basic policy in accordance with the Companies Act and Ordinance for
Enforcement of the Companies Act regarding the development of the system to ensure the propriety of theCompany’s business activities (hereinafter referred to as the “Internal Control System”) as follows.
1. The System to Ensure the Propriety of the Company’s Operation
The Company shall keep the system in good working order by modifying it when necessary, and operate it
suitably to secure the propriety of the Group’s operation.
(1) As the holding company that administrates the Group’s entire operation, the Company shall formulate
the basic policy governing the Group companies, and at the same time, it shall establish a reporting
routine to its Board of Directors. By practicing such steps, the Company shall keep the system
workable.
(2) The Group, in order to secure sound internal control system, shall formulate a management philosophy,
ethical code and compliance policy of the Group and make all those known thoroughly to all the people
in its Group companies. As such, we make it imperative for all the Directors and Employees in theGroup to comply with laws and regulations and various rules.
(3) In accordance with the “Control Rules for Affiliates and Subsidiaries” and the “Risk Management
Rules,” the Company exercises control, for instance, by having such group companies report on thestatus of their respective operations and risk management practices and through other measures. Also,
the Company advices on their practices of management and risk control.
(4) In accordance with the “Control Rules for Affiliates and Subsidiaries” and the “Internal Audit Rules,”the Audit Department shall perform audit on a subsidiary specified and they shall submit the result to
the Committee and the President & Representative Director. The Committee then submits the result to
the Board of Directors.
(5) In accordance with the "Control Rules for Affiliates and Subsidiaries,” the Board of Directors shallrequest a subsidiary to submit the notice in advance when such subsidiary makes decision on importantmanagerial issues and they grant advance authorization, if appropriate, of such notice. Also, the Board
shall have the subsidiaries and affiliates submit respective financial statements every quarter tothemselves in order to the grasp financial conditions of those group companies.
(6) To secure the fairness and the reliability of the Company’s financial reporting, the Company establishes
the basic rule pertaining to financial reporting from internal control perspective, as well as develop andmaintain suitable relevant system for implementation. The President & Representative Director shallreview the status of maintenance and implementation of internal control as it relates to financial
reporting, and makes a final assessment of the actual exercise of the said internal control. The President& Representative Director then reports his assessment of the result to the Board of Directors.
2. Systems to Ensure Duty Execution by Directors and Employees to Comply with the Laws, Regulationand the Articles of Incorporation they are subject to
The Company shall maintain and administer the system necessary to ensure Directors, Executive Officers
and Employees of both the Company and the its subsidiaries comply with the Laws, Regulation that they
are subject to while they execute their respective duties.
(1) The Board of Directors shall consist of the Directors who are the members of the Audit & Supervisory
Committee and other Directors (i.e. Executive Directors and Non-Executive Directors), and the rolesof respective type of Directors shall be clarified.
(2) The Board of Directors shall formulate the fundamental rule such as the Group’s Basic Compliance
Policy, and the Group’s Ethical Code of Conduct that map out the compliance system the Directors andthe Employees of the Company and its subsidiaries observe, and the Board shall ensure fulfillment ofsuch rule.
(3) With a view to ensuring the effectiveness of compliance with the Laws and the Regulations that theGroup is subject to, the Board of Directors shall set up such organs as 1. Comprehensive Risk
Management Committee designed to suggest the measures the Group should take to establish an
adequate compliance system, 2. Comprehensive Risk Management Department especially assuming
duties of supervising, guiding, and monitoring the Group’s compliance. Comprehensive Risk
Management Department shall grasp and report the status of the Group’s compliance to the- 22 -

Comprehensive Risk Management Committee, and then the Committee shall further report to the Boardof Directors.
(4) Audit & Supervisory Committee shall check to see how the Company’s business is executed by way ofinternal auditing. The audit Department shall administer an internal audit and the Department shallreport the result to the Committee and the President & Representative Director. The Committee thenshall report on the result of such audit to the Board of Directors.
(5) For the purpose of prevention, early detection, and correction of illegal and inappropriate actions, weshall set up an internal reporting system (whistleblowing system) referred to as the “group compliancehotline” and maintain the system to ensure its functionality.
(6) The Company shall ensure that we face the group performing anti-social actions with resolute postureand attitude, allowing such group no chance to deal with us.
(7) The Company shall exert its efforts to prevent money laundering considering that the funds passing
through our Group may potentially be used to provoke various criminal and terrorist actions.
3. Systems Ensuring Effective Duty Execution by the Board of Directors
The Company shall maintain and operate the system that is necessary to secure the effective working of theBoard of Directors.
(1) The Board of Directors shall consist of Directors with diverse backgrounds of expertise and experience
designing its overall potential resources to be effectively and efficiently utilized. Also, the Board shallexert its utmost efforts to diversify the gender and ethnicity of its members.
(2) The Board of Directors shall improve its functional environment to help the Company’s management
leaders take proper risks uninhibited by unreasonable constraints. Also, the Board shall ensure suitable
and right diversity in the context of the Company’s varying strategic stages and avoid fixing its
members.
(3) The Company shall set up the Nomination & Remuneration Committee as an advisory organ to secure
objectivity and transparency with respect to the process of appointing a Director candidate orreappointing and dismissing the Director.
(4) The Board of Directors shall draft the bill to be submitted to the Shareholders Meeting as per the
related laws and regulations, pertaining to the election and the dismissal of the Director and others.
Such submission shall be made based on the qualifying requirement of the Director candidate and only
after the discussion with the Nomination & Remuneration Committee.
(5) The Board of Directors shall improve the effectiveness of its function by making its overall review
and assessment.
4. Systems to Ensure the Efficient Execution of Duties by Directors
The Company shall maintain and operate the system that is necessary to secure the effective working of theBoard of Directors.
(1) With a view to reinforcing the business execution function, as well as encouraging lively discussions
and swift decision-making all by the Directors Meetings, the Company’s Board of Directors shallentrust entirely or partly the decision-making for the matters of business execution with the Chairman& Representative Director and the President & Representative Director as per the Company’s Articles
of Incorporation. Exceptions, however, are the matters that the relevant laws and regulations
specifically require the decision to be made by the Board of Directors.
(2) The Company shall establish the Management Committee Meeting, an organ consisting of the
Chairman & Representative Director, the President & Representative Director as well as the Directors
and Executive Officers to be appointed by the said two Representative Directors on the basis of theirmutually accorded basis to discuss the general execution policy on the Company’s business.
(3) The Directors shall perform their duties suitably and efficiently in accordance with the rules of theBoard of Directors and Management Meeting concerning the authorities and the decision-making
rights allowed to them
5. Systems for Storing and Managing the Information Concerning the Duty Execution by Directors
In accordance with the Laws and Regulations, and Internal Rules, the Company shall store and maintain theinformation together with the related materials. Audit & Supervisory Committee Members may inspect such
documents when necessary.

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6. The rules for managing the risk of loss occurrence
The Company shall maintain and operate the system that is necessary to exercise adequately the Group’s
overall risk management.
(1) In order to respond to various risks arising from its business operation, the Company shall appoint a
responsible department for the risk management of each different risk category based on its Risk
Management Rules, and it manages the Group’s overall risk in an integrated manner.
(2) The Company shall establish a Comprehensive Risk Management Committee so that the Committeemonitors and controls the actual risk management practice handled by each different responsible
department. The Committee shall regularly report the said status to the Audit & Supervisory
Committee.
7. The organizational arrangement concerning the Employees and the Directors suitable to assist the
Audit & Supervisory Committee
The Company shall maintain and operate the system that is necessary to have the Directors and the
Employees assist the duty of the Audit & Supervisory Committee.
(1) With an aim to improve the functional effectiveness of the Audit & Supervisory Committee, the Boardof Directors shall set up the Audit & Supervisory Committee Office as an organ supplementing thefunction of the said Committee which is independent of business execution personnel and the Board
shall select Directors and Employees suitable to assist the Committee (hereafter “Supporting
Employees and others”) subject to the consent by the Committee.
(2) The Audit & Supervisory Committee Office shall perform its duty independent of the businessexecution personnel following the instruction and order from the Audit & Supervisory Committee.
(3) The Board of Directors shall respect the independence of the Audit & Supervisory Committee Officefrom the business execution personnel and thus ensure effectiveness of the direction issued by the
Audit & Supervisory Committee to the Supporting Employees and others.
(4) The personnel matter of those belonging to Audit Department shall be decided not to hinder suitable
duty execution based on the opinion of the Audit & Supervisory Committee.
8. The System for Reporting to the Audit & Supervisory Committee
The Company shall maintain and operate the system that is necessary to ensure reporting to the Audit &Supervisory Committee.
(1) The Audit & Supervisory Committee members may examine the following records and documents at
any time for fulfilling their duties: Management Meeting, Attendance Record of Comprehensive Risk
Management Committee meetings, minutes of other important meetings, record of decision makingsand others.
(2) The President & Representative Director shall report on the actual case of internal reporting made via
the Group Compliance Hotline with no delay to full-time member of Audit & Supervisory Committeeor the Audit & Supervisory Committee.
(3) The Audit & Supervisory Committee shall receive reports from the Accounting Auditor, Directors,
Employees and others as necessary and they shall request additional reporting if necessary.
(4) The Company shall not treat Directors, Employees and others who report to the Audit & Supervisory
Committee in the manner unfavorable to such reporter by reason of the reporting.
9. The System to Ensure Effective Audit Execution by Audit & Supervisory Committee
The Company shall maintain and operate the system that is necessary to ensure effective audit execution
by the Audit & Supervisory Committee.
(1) The President & Representative Director, Audit & Supervisory Committee Members, and the
Accounting Auditor shall have the opportunity to exchange opinions regularly to improve
communication among themselves.
(2) The Company ensures that Audit & Supervisory Committee Members have the opportunity to obtainadvice on auditing from legal and accounting professionals.
(3) Audit & Supervisory Committee Members may receive advance payment or reimbursement ofexpenses from the Company arising from the execution of their duties.

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2. Fundamental Views on Eliminating Antisocial Forces and our preparedness
The current status of the Company’s preparedness for the elimination of antisocial forces is as follows.
The Group has formulated the “Rules on Eliminating Any Relation with Antisocial Forces” and established asystem to ensure cutting off any relation between antisocial forces and any company of Tokai Tokyo Financial
Group.
The Group clarifies in its “Tokai Tokyo Financial Group’s Ethical Code of Conduct” and “Code of Ethics” that
the Group consistently and resolutely confronts antisocial forces and will not enter into any transactions with
antisocial forces, and makes such policy known to all of its officers and employees.
In addition, Anti-money Laundering Department, which is responsible for handling the matter associated with
antisocial forces for the Group, collects and analyzes information and discusses countermeasures by constructing
the database that unitarily manages such information so that the departments and the group companies haveaccess to such data.
If any employee receives any information on antisocial forces or confronts any unreasonable demand from suchforces, such employee shall promptly and adequately inform management to that effect, and at the same time,
the Company works to ensure the thorough elimination of antisocial forces by maintaining constant close
cooperation with certain parties, such as the police office having jurisdiction and the Japan Securities Dealers
Association.

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V. Others
1. Adoption of Policy Dealing with Take-over (Anti-Takeover Policy)
Adoption of Policy Dealing with Takeover
None
Policy (Anti-Takeover Policy)
Supplementary Explanation
The Company terminated the measures against the “Countermeasures against the Large-Scale Purchase of theCompany Shares (Anti-Takeover Policy ) at the conclusion of the 110th Ordinary General Meeting of
Shareholders held in June 2022, and formulated at the same time the basic policy regarding the control of theCompany (the basic policy defining the requirement to be met by the party who rules decision making on the
Company’s financial and business policy) and disclosed on our website. (Attachment 6 to Corporate
Governance Guideline. （https://www.tokaitokyo-fh.jp/asset/pdf/corporate/governance_guideline.pdf）
We describe below the aforementioned basic policy.
We consider that the party who controls the Company must always recognize where the opportunity of ourcorporate value generation lies and secure and further enrich our corporate value, and in turn shareholders’common interests (referred to as “the Group’s common interests” hereafter) as well.
If beneficial to the Group’s common interests, the Company’s Board of Directors does not indiscriminately
reject what we call a “hostile takeover” that bypasses the board’s resolution process. Further, we consider thatthe decision on whether we accept the take-over bid entailing the transfer of the control of a public company
should be made in the end based on the shareholders’ intentions. In that case, we think it vital to take enoughtime and opportunities in advance to provide you, valuable shareholders, with sufficient information so thatyou can make your judgment. As stated in the foregoing, the Company terminated the measures against the“Countermeasures against the Large-Scale Purchase of the Company Shares (Anti-Takeover Policy) at theconclusion of the 110th Ordinary General Meeting of Shareholders held in June 2022. The situation regarding
this matter remains unchanged up to now since then. So, in the case where any party institutes the Large-Scale
Purchase of the Company Shares (Takeover Bid), we will ask such party to offer satisfactory information andallow ample time so that you as valuable shareholders can make proper judgments.

2. Other Matters Concerning Corporate Governance System◼ Disclosure Procedures Concerning the Decision Facts
After the Board of Directors resolves material matter, the person responsible for handling the Company’s
information determines whether such matter falls under the category to be disclosed timely in light of theregulations set forth by stock exchanges. If such responsible person determines that the information on thematter falls under the category that requires disclosure, then the person provides instructions to thedepartment in charge of disclosure while ensuring thorough management of the subject information.
◼ Disclosure Procedures Concerning the Facts of Occurrence
The person responsible for handling the Company’s information collects the material information about
facts that occur to the Company and this responsible person* evaluates how the fact may impact the business
operations, operating results, and financial standing of the Company including consolidated subsidiaries anddetermines whether such fact falls under the category to be disclosed timely in light of the regulations set
forth by stock exchanges. If such a responsible person* determines that the fact requires timely disclosure,then the person reports promptly to the President & Representative Director about the fact while ensuring
thorough management of the relevant information.
If such fact falls under the category to be disclosed timely in light of the regulations set forth by stock
exchanges, the responsible person* also gives instructions to the department in charge of disclosure.
* A person responsible for handling the information means the person responsible for handling informationas specified under the regulations of stock exchanges.

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Attachment 1

Committee membership- 27 -

Attachment 2

Corporate Governance Systemeneraleetin ofare olders

oard of irectors

udit
upervisory
Co
ittee

- 28 -

Attachment 3- 29 -