Measures to Strengthen the Information
Management Framework and Conflict of Interest
Management Framework, Status of Efforts toEnhance Corporate Governance

June 25, 2024
IR Japan Holdings, Ltd. (6035)

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Executive Summary
Strengthening the framework for information management, calculation andpublication of earnings forecasts• Continued to improve and strengthen the information management framework, including strengthening accessauthorization control. With regard to preventing insider trading, the Company has reviewed relevant regulations
and conducted internal training to ensure awareness of it, and worked to instill a compliance mindset among allofficers and employees and ensure that this is put into practice.
• Transitioned to a system in which the newly established Group Budget and Performance Review Meeting leads theGroup’s budgeting and performance management, and also the consideration on calculation and publication of earnings
forecasts, as well as regularly held the Group Budget and Performance Review Meeting.

Strengthening the conflict of interest management framework• In March 2023, the Company established the IR Japan Group Conflict of Interest Management Policy and Conflict ofInterest Management Regulations, and began operating a conflict of interest management framework.
• To strengthen compliance, including conflict of interest management, the Company regularly held the Group
Compliance Committee with the participation of outside experts. The internal audit division and full-time audit andsupervisory committee members continued to monitor the status of operations in conflict of interest management.

Strengthening corporate governance• The Company started a new executive structure from November 2022 in which Yuichiro Kitamura was appointed as
Representative Director and President of IR Japan, Inc. The aim of this was to promote the decentralization ofauthority within the Group with a view to clarifying the division of roles among Group companies and securing
independence at major subsidiaries.
• After the general meeting of shareholders in June 2024, the Board of Directors consists of six directors, including
four highly independent outside directors (two of whom are full-time audit and supervisory committee members),
and the Board continues to strengthen its supervisory and check-and-balance functions.
2Status of Strengthening the Information
Management Framework
Matters implemented

Matters for improvement

Improving andstrengthening
informationmanagement
framework

Implementing
thorough training
and education toprevent insider
tradingEnhancing internalreporting(whistleblowing)
systemFuture measures•

Conducted thorough review of access authorization control•

Started to compile a database of access authorization changehistory••

Organized information to be shared at each meeting, such as theBoard of Directors’ meetings, sales meetings, and morning
meetings

Continue to conduct internal education andtraining on information management••

Audited e-mail and server access logs by the Group Internal
Audit OfficeContinue auditing of e-mail and server
access logs by the Group Internal Audit
Office•

Reviewed and thoroughly disseminated regulations to prevent
insider trading•

Continue to provide training for newly hired
officers and employees•

Conduct regular training for all officers and employees,presented by guest lecturers, on insider trading regulations•

Continue to conduct regular training on
insider trading regulations, presented byguest lecturers•

Changed internal regulations regarding the internal reporting(whistleblowing) system•

Established a third-party reporting contact point (external lawfirm)••

Specified contact point for reporting on the groupware viewed by
all officers and employees

Continue to provide training to ensure
awareness of the internal reporting(whistleblowing) system•

Conducted training to ensure awareness of the internal reporting(whistleblowing) system

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Strengthening the Framework for Calculation
and Publication of Earnings Forecasts
Matters implemented

Matters for improvement•

Calculation andpublication ofearnings forecasts

Review process forcalculating andrevising earnings
forecasts

Consolidatingnecessary
information for
calculation of andconsideration onrevisions to earnings
forecasts

Future measures

Established the Group Budget and Performance Review Meeting
chaired by the general manager of the Corporate Planning
Department, who is responsible for the overall management ofthe Group’s budget•

In principle, the Company does not disclose earnings forecasts
at the beginning of the fiscal year, when it is difficult to make ahighly reliable forecast regarding the number and scale of orders
received•

Regularly manage the progress of actual performance anddiscusses whether or not to disclose or revise earnings forecasts
by the Group Budget and Performance Review Meeting, andreport on these matters to the Board of Directors•

Keep meeting materials and minutes to clarify the review
process of the Group Budget and Performance Review Meeting•

Positioned the heads of the business divisions of each Group
company as the main members of the Group Budget andPerformance Review Meeting to consolidate all necessary
information for the review•

Set the scope and criteria for calculation of the Group’s budgetand earnings forecasts•

Clarified and disseminated the progress criteria for projects tobe registered in the accounting system

4•

Continue to hold the Group Budget andPerformance Review Meeting to consider
calculation and publication of earnings
forecasts•

Continue to hold the Group Budget andPerformance Review Meeting and monitor
the measures listed on the left•

Continue to hold the Group Budget andPerformance Review Meeting and monitor
the measures listed on the left

Strengthening the Conflict of Interest
Management Framework
Matters implemented

Matters for improvement•Developing theconflict of interest
management
framework

Categorizing
transactions subject
to conflict of interest
management

Collecting informationnecessary to identify
and manage thesubject transactions••

In March 2023, established and began operation of the Conflict ofInterest Management Regulations clearly stipulating the criteria andprocesses for making decisions regarding the IR Japan Group Conflictof Interest Management Policy•Established the Conflict Committee to review and determine whetherto accept or reject projects or to take measures to avoid conflict ofinterest (chaired by the director in charge of the Administration
Department)

Continue operation of the measures listed on
the left, mainly through the Group
Compliance Committee and the ConflictCommittee•

Continue monitoring of the IR Japan Group
Conflict of Interest Management Policy andConflict of Interest Management Regulations
by the internal audit division and full-time
audit and supervisory committee members•

Implement annual education for officers andemployees, including internal training, on
managing conflict of interest•

Continue operation of the measures listed onthe left, mainly through the Group
Compliance Committee and the ConflictCommittee•Continue operation of the measures listed on
the left, mainly through the Group
Compliance Committee and the ConflictCommittee

Regularly hold the Group Compliance Committee with the participationof outside experts to strengthen compliance, including conflict ofinterest management•Conducted training for officers and employees on the IR Japan Group
Conflict of Interest Management Policy and Conflict of Interest
Management Regulations•Categorized transactions subject to conflict of interestmanagement (subject transactions) and made them subject tomanagement as types that fall under subject transactions•

Established a manual for registering client contact informationof the Group and worked to ensure awareness among all
officers and employees of the Group•

Future measures

Revamped client management system that records client
information at each company (managed each company’s client
information with appropriate information blocking measures)

5Strengthening the Governance Framework
Promotingdelegation ofauthority
throughout theGroupStrengthening thesupervisory andcheck-and-balance
functions of theBoard of Directors

Strengthening
administrative andinternal audit
divisions

Future measures

Matters implemented

Matters for improvement•

Started a new executive structure from November 2022 in which
Yuichiro Kitamura was appointed as Representative Director andPresident of IR Japan, Inc. and Akinosuke Ishigaki was appointed as
Director and Executive Vice President of IR Japan, Inc., with a view
to clarifying the division of roles among Group companies andensuring their independence•

Appointed additionally a full-time outside director (audit andsupervisory committee member) with extensive knowledge ofcorporate governance and compliance at the annual general
meeting of shareholders in June 2023•

Conducted the evaluation of the Board of Directors through thirdparty interviews•

Eliminated concurrent positions held by officers and employees of IRJapan, Inc. at Japan Originated Investment Bank, Inc., except for
those in administrative divisions•

Recruited and expanded human resources for administrative andinternal audit divisions•Strengthened the management and supervisory structure, securing
a dual reporting line whereby the internal audit division reports
directly to the Audit and Supervisory Committee•

Established the Group Risk Management Committee, theSustainability Committee and the Compliance Office in June 20236•

Promote measures to strengthen
governance framework and internal
controls under the new executive structure•

In the Board of Directors after the annual
general meeting of shareholders, four outof six directors consist of highly
independent outside directors (including
two full-time audit and supervisorycommittee members), and the Board
strengthens its supervisory and check-andbalance functions•

Continue to secure human resources foradministrative and internal audit divisions

New Management Structure of the GroupThe Company started a new executive structure from November 2022 in which Yuichiro Kitamura was appointed as
Representative Director and President of IR Japan, Inc. and Akinosuke Ishigaki was appointed as Director andExecutive Vice President of IR Japan, Inc.
After the general meeting of shareholders in June 2024, the Board of Directors consists of six directors, including
four highly independent outside directors (two of whom are full-time audit and supervisory committee members),
and the Board continues to strengthen its supervisory and check-and-balance functions.
Management structure of the Group (as of June 18, 2024)

Group structure

IR Japan Holdings, Ltd.

IR Japan Holdings, Ltd.
Representative Director, President and CEO*1
Director
Outside Director/Full-Time Audit and Supervisory Committee Member*1
Outside Director/Audit and Supervisory Committee Member*2
Outside Director/Audit and Supervisory Committee Member*1
Outside Director/Full-Time Audit and Supervisory Committee Member*1*1 Member of Nomination and Compensation Advisory Committee*2 Chairperson of Nomination and Compensation Advisory Committee

IR Japan, Inc.

IRJ Business
Consulting Staff, Inc.

Japan Originated
Investment Bank, Inc.

IR Japan, Inc.
Representative Director and President
Director and Executive Vice President
Director
Director/Audit and Supervisory Committee Member
Outside Director/Audit and Supervisory Committee Member
Outside Director/Audit and Supervisory Committee Member
Japan Originated Investment Bank, Inc.
Representative Director and President
Director
Managing Executive Officer
Executive Officer
Director/Audit and Supervisory Committee Member
Outside Director/Audit and Supervisory Committee Member
Outside Director/Audit and Supervisory Committee Member
IRJ Business Consulting Staff, Inc.
Representative Director and President
Director
Director
Corporate Auditor

7

Shirou Terashita
Yutaka Fujiwara
Kazufumi Onishi
Nobuyoshi Yamori
Kimikazu Noumi
Akira Kimura

Yuichiro Kitamura
Akinosuke Ishigaki
Yutaka Fujiwara
Kazufumi Onishi
Norihiro Takahashi
Yoshihisa Yamada
Shirou Terashita
Yutaka Fujiwara
Masakazu Azumi
Yuichi Isowa
Kazufumi Onishi
Norihiro Takahashi
Yoshihisa Yamada
Yukihiko Aoyama
Yutaka Fujiwara
Yukinori Wakana
Kazufumi Onishi

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for the development of the capital market.

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